UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities

Exchange Act of 1934 (Amendment

(Amendment No.)

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Filed by the Registrant LOGO  
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Filed by a Party other than the Registrant

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §.240.14a-12

under §240.14a-12

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CHEVRON CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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Payment of Filing Fee (Check the appropriate box):

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No fee required.

required

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☐		Fee paid previously with preliminary materials
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Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.0-11

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  Chevron’s strategy

  Chevron’s strategy is to leverage our strengths to safely
  deliver lower carbon energy to a growing world.

 

Our objective is to safely deliver higher returns, lower carbon, and superior stockholder value in any business environment. We are building on our capabilities, assets, and customer relationships as we aim to lead in lower carbon intensity oil, products, and natural gas, as well as advance new products and solutions that reduce the carbon emissions of major industries. We aim to grow our oil and gas business, lower the carbon intensity of our operations, and grow lower carbon businesses in renewable fuels, carbon capture and offsets, hydrogen, and other emerging technologies.

why this strategy

We believe affordable, reliable and ever-cleaner energy is essential to enabling human progress. As the planet’s population climbs toward 10 billion by 2050, the need for energy, and all that it enables, continues to grow. Global energy demand is projected to rise by more than 15% in the coming decades.

As the world works toward the goals of the Paris Agreement, many energy solutions will be required. Under a wide range of scenarios, we believe the journey to a lower carbon future will still require oil and natural gas, particularly where there are currently no effective substitutes. We believe the world’s continued demand for oil, natural gas, and other energy products should be supplied by the most responsible producers.

what we’re doing

We intend to be a leader by delivering lower carbon energy to meet demand today and helping to develop new solutions for tomorrow. We’re doing this by:

•  Investing efficiently in high-return projects;

•  Lowering the carbon intensity of our operations through energy efficiency, methane management, flaring reduction, and other means;

•  Helping to reduce the carbon emissions of major industries by advancing new products and solutions, including renewable fuels, carbon capture and offsets, hydrogen, and other emerging technologies; and

•  Supporting innovation and transformational technology to scale lower carbon solutions.

We’re holding ourselves accountable to achieve progress and deliver value, consistent with our vision to be the global energy company most admired for its people, partnership, and performance.

2024 notice of the

Chevron Corporation

annual meeting of stockholders

date and time 

(1) Title of each class of securities to which transaction applies:

online 

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

record date

 

LOGOWednesday, May 29, 2024

at 8:00 a.m. PDT

 

 

Fee paid previously with preliminary materials.

by live audio webcast

LOGO(www.virtualshareholdermeeting.com/CVX2024)

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:Monday, April 1, 2024

 

 

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2021 proxy statement

notice of 2021how to vote and attend the annual meeting

internet

Before the meeting:

www.proxyvote.com

During the meeting (until polls close):

www.virtualshareholdermeeting.com/CVX2024

telephone

1-800-690-6903(closes 11:59 p.m. EDT on May 28, 2024)

mail

Mark, sign, and date your proxy card and return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

admission

Stockholders of record owning Chevron common stock at the close of business on Monday, April 1, 2024, are entitled to participate in and vote at the Annual Meeting of Stockholders (“Annual Meeting”). To participate in the Annual Meeting, including to vote and ask questions, stockholders should go to the meeting website at www.virtualshareholdermeeting.com/CVX2024, enter the 16-digit control number found on your proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials, and follow the instructions on the website. If your voting instruction form or Notice Regarding the Availability of Proxy Materials does not indicate that you may vote those shares through the www.proxyvote.com website and it does not include a 16-digit control number, you should contact your bank, broker, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be heldable to attend, participate in, or vote at the Annual Meeting. The Annual Meeting will be opened for access beginning at 7:45 a.m. PDT on may 26, 2021May 29, 2024.

Please refer to pages 124 and 125 of this Proxy Statement for information about attending the Annual Meeting.

 

 

2021 notice of the chevron corporation

annual meeting of stockholders

wednesday, may 26, 2021

8:00 a.m. PDT

Online by live audio webcast (www.virtualshareholdermeeting.com/CVX2021)

record date

Monday, March 29, 2021

agenda

 

Elect 12 Directors named in this Proxy Statement;

 

Vote on a Board proposal to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as ourthe independent registered public accounting firm for 2021;2024;

 

Vote on a Board proposal to approve, on an advisory basis, Named Executive Officer (“NEO”) compensation;

 

Vote on sixfour stockholder proposals, each if properly presented at the meeting; and

 

•��

Transact any other business that is properly presented at the meeting by or at the direction of the Board.

admission

Stockholders or their legal proxy holders may attend the 2021 Annual Meeting of Stockholders.

important notice regarding admission to the 2021 annual meeting

Virtual Annual Meeting

We are pleased to announce that the Company will conduct its 2021 Annual Meeting of Stockholders (“Annual Meeting”) on the above date and time solely by live audio webcast in lieu of an in-person meeting. Your Board believes this format will enhance and facilitate attendance by providing convenient access for all of our stockholders. In addition, this meeting format will eliminate public health concerns around the COVID-19 pandemic and the significant costs associated with holding an in-person meeting. We have planned and designed the meeting to encourage stockholder participation, protect stockholder rights, and promote transparency.

We encourage participation

Stockholders of record owning Chevron common stock at the close of business on Monday, March 29, 2021, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote, ask questions, and view the list of registered stockholders as of the record date during the meeting, stockholders should go to the meeting website at www.virtualshareholdermeeting.com/CVX2021, enter the 16-digit control number found on your proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials, and follow the instructions on the website. If your voting instruction form or Notice Regarding the Availability of Proxy Materials does not indicate that you may vote those shares through the www.proxyvote.com website and it does not include a 16-digit control number, you should contact your bank, broker, or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. The Annual Meeting will be opened for access beginning at 7:45 a.m. PDT on May 26, 2021. Proponents of the stockholder proposals included in this Proxy Statement will be given the option to prerecord or call in live through a dedicated line to ensure their ability to present their proposals.

We welcome questions from stockholders

Questions may be submitted in advance of the meeting at www.proxyvote.com or live during the meeting at www.virtualshareholdermeeting.com/CVX2021. If we are not able to get to every question submitted, we will post a summary of the remaining questions and answers on www.chevron.com/investors/stockholder-services.

Technical difficulties and additional questions

If you have difficulty accessing the Annual Meeting, please call 844-976-0738 (toll free) or 303-562-9301 (international). Technicians will be available to assist you. Please submit any additional questions, comments, or suggestions by email at corpgov@chevron.com or by telephone by calling 1-877-259-1501.

In the event of a technical malfunction or other situation that the meeting Chair determines may affect the ability of the meeting to satisfy the requirements for a stockholder meeting to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the Chair will convene the Annual Meeting at 8:30 a.m. PDT on the date specified above at the Company’s headquarters in San Ramon, California, solely for the purpose of adjourning the meeting to reconvene at a date, time, and physical or virtual location announced by the meeting Chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investor relations page of the Company’s website at www.chevron.com/investors/stockholder-services.

voting

Stockholders owning Chevron common stock at the close of business on Monday, March 29, 2021,meeting by or their legal proxy holders, are entitled to vote at the Annual Meeting. Please refer to pages 93 through 94direction of this Proxy Statement for information about voting at the Annual Meeting.Board.

distribution of proxy materials

On Thursday,Wednesday, April 8, 2021,10, 2024, we will commence distributing to our stockholders (1) a copy of this Proxy Statement, a proxy card or voting instruction form, and our Annual Report (the “Proxy Materials”), (2) a Notice Regarding the Availability of Proxy Materials, with instructions to access the Proxy Materials and vote on the internet, or (3) for stockholders who receive materials electronically, an email with instructions to access the Proxy Materials and vote on the internet.

voting

Stockholders owning Chevron common stock at the close of business on Monday, April 1, 2024, or their legal proxy holders, are entitled to vote at the Annual Meeting. Please refer to pages 120 and 121 of this Proxy Statement for information about voting at the Annual Meeting.

questions

We welcome questions from stockholders. We will have a question and answer session at the Annual Meeting where we will take questions submitted through the www.proxyvote.com website prior to the Annual Meeting date and at www.virtualshareholdermeeting.com/CVX2024 during the Annual Meeting.

By Order of the Board of Directors,

 

LOGOLOGO

Mary A. Francis

Corporate Secretary and Chief Governance Officer

LOGO

LOGOdear stockholder,

April 8, 202110, 2024

Dear Stockholder,We recognize the vital role you play in the success of our Company, and we’re committed to delivering results the right way.

AThis commitment informs our purpose: to provide the affordable, reliable, ever-cleaner energy that is essential to enabling human progress. We fulfill that purpose by executing our strategy: leveraging our strengths to safely deliver lower carbon energy to a growing world. In 2023, this strategy enabled us to grow production, reduce the carbon intensity of our operations, and reward stockholders.

We produced 3.1 million barrels of oil-equivalent per day in 2023 – the highest in our history. We also added approximately 980 million barrels of net oil-equivalent proved reserves, equating to approximately 86% of net oil-equivalent production for the year.

While delivering more production, we are also implementing projects to reduce our carbon intensity. For instance, last year ago, we knew 2020 was goingpartnered on a solar power project to presentprovide renewable energy for our Permian Basin operations. We developed plans to install new technologies on Chevron’s liquefied natural gas vessels to reduce their carbon intensity. And we are producing lower carbon intensity fuels at facilities such as our El Segundo refinery, which can now process either 100% renewable or traditional feedstocks.

Our financial priorities remain consistent: we reward stockholders with predictable dividend growth, invest for long-term returns, maintain a unique challenge. Chevron demonstrated both agilitystrong balance sheet to mitigate commodity price risk, and resilience in adjustingbuy back shares through the cycle.

In 2023, we returned a record $26.3 billion to extreme market conditions, balancing short-term cash flowstockholders through dividends and long-term value.share repurchases and marked 36 consecutive years of higher annual dividend payout per share. We intend to build onalso maintained our financial strength with a debt ratio of 11.5% and a net debt ratio of 7.3%1 and eliminated more than $4 billion of debt.

We’re proud of our 145-year track record of capitalleadership and cost disciplineour ongoing role in producing the energy the world needs today, building the lower carbon energy system of tomorrow, and consistently delivering for our stockholders.

Sincerely,

LOGO

Michael K. Wirth

Chairman and CEO

1

Definition and calculation of debt ratio is included on page 50 of Chevron’s Annual Report on Form 10-K for the year ended December 31, 2023. Net debt ratio is a non-GAAP financial measure. See Appendix A for a reconciliation to generally accepted accounting principles in the United States.

Chevron Corporation 2024 Proxy Statement

dear stockholder,

April 10, 2024

You are represented by an accomplished and diverse Board of Directors with experience in global business, finance, technology, public policy, environmental matters, and the energy industry. Beyond this experience, we bring a commitment to maintaining integrity, transparency, and accountability – all while delivering superior returns.

One of the Board’s key roles is to appoint and evaluate the CEO and other senior executives and to ensure that they are aligned on the Company’s vision, mission, and values. To provide business continuity, the Board works with management to regularly review the talent pipeline, identify, and develop succession candidates, and build succession plans for key positions. I personally lead the Board’s review of all senior management positions.

Chevron’s recent acquisitions, including PDC Energy, demonstrate management’s commitment to long-term value, strengthening Chevron’s objective to safely deliver higher returns and lower carbon.

Our focus on higher returns is underpinned by a strong balance sheet, a dividend that is our first financial priority, These acquisitions were evaluated and the transformation of our business to work more efficiently and effectively. This is built upon an advantaged portfolio that was further enhancedapproved by the Noble Energy acquisition.Board and are expected to increase the Company’s production, reserves, and cash flow, diversifying its portfolio and reducing exposure to market volatility and geopolitical risks.

We recognizeThe Board also oversees Chevron’s performance and management of various sustainability matters. Our oversight is informed by feedback and engagements with stakeholders, including stockholders.

Chevron demonstrates its consistent, transparent reporting practices through the needpublication of detailed reports on various aspects of its sustainability-related performance. In 2023, Chevron published its Approach to deliver value for our stockholdersTax and atTransparency report, which provides insight into the same time, to help the world move toward a lower-carbon energy system. So we are focused on lowering our carbon intensity cost efficiently, increasing renewablesCompany’s tax matters, including its key principles, robust governance framework, and offsets in support of our business, and investing in low-carbon technologies that enable commercial solutions.

stakeholder engagement. In addition, Chevron’s latest2023 Climate Change Resilience Report released last month lays outdetails the actions the Company is taking to help advance a lower carbon future, including through its governance, risk management, strategy, portfolio, performance, and metrics. The Company engages with stakeholders to gain insights on our perspective, strategy,reporting. In 2023, I enjoyed the opportunity to participate and hear from investors in both the spring and the fall.

These actions are all designed to help us deliver superior stockholder value. In keeping with that goal, in January your Board approved an 8% dividend increase, and policy positions for a lower-carbon future. We are dedicated to leading the industry on transparent carbon emissions reporting, providing data and facts so stakeholders can see our progress toward the ambitions of the Paris Agreement. Having already exceeded our 2023 metrics, we now expect to achieve a 35 percent carbon intensity reduction by 2028 from 2016. We have also committed to zero routine flaring by 2030. In May 2021, we will release our Corporate Sustainability Report that further details our environmental, social, and governance priorities.

We believe investing in our people and our culture is essential for success. Our human capital management objectives are focused on hiring, developing and retaining critical talent, while fostering a culture that values diversity and inclusion and employee engagement. We believe innovative solutions to the most complex challenges emerge when diverse people, ideas, and experiences come together in an inclusive environment.

We take pride in providing the affordable, reliable, ever-cleaner energy that billions of people rely on every day. As the world emerges from a year of unprecedented challenges, we intend to continue to demonstrate Chevron’s consistent, prepared,support a robust share repurchase plan.

On behalf of your Board of Directors, I thank you for the trust and adaptive strengths as we move into the future.

We appreciate your investmentconfidence you place in Chevron.us.

Sincerely,

LOGO

LOGO

Michael K. Wirth

Chairman and CEO

LOGO

Ronald D. Sugar

Wanda M. Austin

Lead Director

 

 

LOGO

Chevron Corporation 2024 Proxy Statement

6001 Bollinger Canyon Road, San Ramon, CA 94583

table of contents

table of contents

 

proxy statement 1

virtual annual meeting

1

items of business

  12 
election of directors (item 1 on the proxy card) 23

director election requirements

  23 

director qualifications and nomination processes

  23 

board composition

6

nominees for director

  59 

director orientation and education

22

vote required

  1722 

your board’s recommendation

  1722 
director compensation23

2023 non-employee director compensation

  1825 
corporate governance28

overview

  1828 

non-employee director compensation

18

expenses and charitable matching gift program

18

compensation during the fiscal year ended december 31, 2020

19
corporate governance21

overview

21

role of the board of directors

  2128 

corporate governance guidelines

28

board leadership structure

  2129 

independent lead director

  2229 

human capital management

23

board oversight of strategy

25

board oversight of risk

25

board oversight of sustainability

27

board oversight of environmental issues

27

director independence

  2831 

board committees

  2932 

board and committee meetings and attendance

  2932 

board and committee evaluations

  2932 

corporate governance guidelinesboard oversight of strategy

  3137 

business conduct and ethics codehigher returns, lower carbon

  3137 

hedging, pledging, and other transactionshuman capital management

  3139 

board oversight of risk

41

sustainability oversight

42

environmental social, and governanceissues

43

cybersecurity

43

year-round stockholder engagement

  3244 

our responseresponsiveness to stockholders

  3245 

chevron’s approach to the energy transition

33

communicating with the board

34

related person transactions

35

board nominating and governance committee report

  3647 

management compensation committee report

  3748 

audit committee report

  3748 

executive compensationcommunicating with the board

  3848 
executive compensation49

compensation discussion and analysis

  3849 

summary compensation table

  6075 

grants of plan-based awards in fiscal year 20202023

  6380 

outstanding equity awards at 20202023 fiscal year-end

  6482 

option exercises and stock vested in fiscal year 20202023

  6684 

pension benefits table

  6887 

nonqualified deferred compensation table

  6990 

potential payments upon termination or change-in-control

  7294 
equity compensation plan information 7496
CEO pay ratio 7597
board proposal to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2021 (item 2 on the proxy card)pay versus performance 7698

auditor review and engagement

76

PwC’s fees and services

77

audit committee preapproval policies and procedures

77

PwC’s attendance at the annual meeting

77

vote required

77

your board’s recommendation

77
stock ownership information 78102

security ownership of certain beneficial owners and management

  78102 
delinquent section 16(a) reports103
business conduct and ethics code104
insider trading and prohibited transactions involving Chevron securities104
related person transactions105
board proposal to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024 (Item 2 on the proxy card)107

auditor review and engagement

107

PwC’s fees and services

108

audit committee preapproval policies and procedures

109

PwC’s attendance at the annual meeting

109

vote required

109

your board’s recommendation

109
board proposal to approve, on an advisory basis, named executive officer compensation (item
(item 3 on the proxy card)		 79110

vote required

  79110 

your board’s recommendation

  79110 
rule 14a-8 stockholder proposals (items
(items 4 through 97 on the proxy card)		 80111

vote required

  80111 

your board’s recommendation

  80111 
voting and additional information 93120

vote results

  93120 

appointment of proxy holders

  93120 

record date; who can vote

  93120 

quorum

  93120 

how to vote

  94121 

revoking your proxy or voting instructions

  94121 

confidential voting

  95122 

notice and access

  95122 

method and cost of soliciting and tabulating votes

  95122 

householding information

  96122 

email delivery of future proxy materials

  96123 

stockholder of record account maintenance

  96123 

submission of stockholder proposals for 20222025 annual meeting

  97123 

rules for admission for the virtual annual meeting

  98124 

attending the virtual annual meeting

  98125 

important notice regarding admission to the 2024 annual meeting

125
appendix A: reconciliation of non-GAAP financial measuresA-1
 

cautionary statements relevant to forward-looking information for the purpose of “safe harbor” provisions of the private securities litigation reform act of 1995 and other important legal disclaimers

The statements and images in this Proxy Statement, including without limitation those relating to the action areas of Chevron’s energy transitionoperations and lower carbon strategy in the “Chevron’s Approach to the Energy Transition”“Board Oversight of Strategy – Higher Returns, Lower Carbon” section, are forward-looking statements based on management’s current expectations, estimates and projections and, accordingly, involve risks and uncertainties that could cause actual outcomes and results to differ materially from those expressed or forecasted herein. Words or phrases such as “advances,“anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “progress,“advances,” “commits,” “drives,” “aims,” “forecasts,” “projects,” “believes,” “improves,“approaches,” “seeks,” “aims,” “sets,” “strives,” “helps,“schedules,” “estimates,” “positions,” “pursues,” “progress,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “approaches,” “goals,” “objectives,” “strategies,” “opportunities,” “potential”“poised,” “potential,” “ambitions,” “aspires,” and similar expressions, and variations or negatives of these words, are intended to identify such forward-looking statements.statements, but not all forward-looking statements include such words. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties, and other factors, many of which are beyond the Company’s control and are difficult to predict. Factors that may cause actual outcomes and results to differ materially from those contemplated by the statements in this Proxy Statement can be found in our most recent Annual Report on Form 10-K filedand in subsequent filings with the SECU.S. Securities and in the Quarterly Reports on Form 10-Q that we will subsequently fileExchange Commission under the headings “Risk Factors” and “Cautionary Statements Relevant to Forward-Looking Information for the Purpose of ‘Safe Harbor’ Provisions of the Private Securities Litigation Reform Act of 1995.” The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this report.Proxy Statement. Unless legally required, Chevron undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Standards of measurement and performance made in reference to our environmental, social, governance, and other sustainability plans and goals may be based on protocols, processes, and assumptions that continue to evolve and are subject to change in the future, including due to the impact of future regulation. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

proxy statement

Chevron Corporation

6001 Bollinger Canyon Road

San Ramon, CA 94583-2324proxy statement

Your Board of Directors is providing you with these Proxy Materials in connection with its solicitation of proxies to be voted at Chevron Corporation’s 20212024 Annual Meeting of Stockholders to be held by live audio webcast (www.virtualshareholdermeeting.com/CVX2021)CVX2024) in lieu of an in-person meeting on Wednesday, May 26, 2021,29, 2024, at 8:00 a.m. PDT and at any postponement or adjournment of the Annual Meeting.

In this Proxy Statement, Chevron and its subsidiaries may also be referred to as “we,” “our,” “the Company,” “the Corporation,” or “Chevron.”

virtual annual meeting

We are pleased to announce that the Company will conduct its Annual Meeting on the above date and time solely by live audio webcast in lieu of an in-person meeting. Your Board believes this meeting format will enhance and facilitate attendance by providing convenient access for all of our stockholders. In addition, this meeting format will help eliminate public health concerns around the COVID-19 pandemic and the significant costs associated with holding an in-person meeting. We have planned and designed the meeting to encourage stockholder participation, protect stockholder rights, and promote transparency.

Following are the items of business

Your Board is asking you to take the following actionsbe considered at the Annual Meeting:Meeting. We are not aware of any other matters expected to be presented for a vote at the Annual Meeting. If any other matter is properly brought before the Annual Meeting by or at the direction of the Board, the proxy holders identified in the “Voting and Additional Information–Appointment of Proxy Holders” section of this Proxy Statement intend to vote the proxies in accordance with their best judgment. When conducting the Annual Meeting, the Chair or the Chair’s designee may refuse to allow a vote on any matter not made in compliance with our By-Laws and the procedures described in the “Voting and Additional Information–Submission of Stockholder Proposals for 2024 Annual Meeting” section of the 2023 Proxy Statement.

Item(s)

Your Board’s recommendation

Vote required

Item 1: Elect 12 Directors named in this
Proxy Statement		Vote FOR

Each Director nominee who receives a majority of the votes cast (i.e., the number of shares voted FOR a Director nominee must exceed the number of shares voted AGAINST that Director nominee, excluding abstentions) will be elected a Director in an uncontested election.

Item 2: Vote to ratify the appointment of the independent registered public accounting firm

Vote FOR

These items are approved if the number of shares voted FOR exceeds the number of shares voted AGAINST.

Item 3: Vote to approve, on an advisory
basis, Named Executive Officer
compensation

Vote FOR

Items 4–9: Vote on six stockholder proposals, if properly presented

Vote AGAINST

If you are a street name stockholder (i.e., you own your shares through a bank, broker, or other holder of record) and do not vote your shares,, your bank, broker, or other holder of record canis not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at its discretion ONLY on Item 2.the meeting. If you do not give your bank,provide voting instructions and the broker or other holder of record instructions on howelects to vote your shares on Item 1 or Items 3 through 9, your sharessome but not all matters, it will result in a “broker nonvote” for the matters on which the broker does not be voted on those matters.vote. If you have shares in an employee stock or retirement benefit plan and do not vote those shares, the plan trustee or fiduciary may or may not vote your shares, in accordance with the terms of the plan. Any shares not voted on ItemItems 1 or Items 3 through 97 (whether by abstention, broker nonvote, or otherwise) will have no impact on that particular item. We urge you to promptly provide voting instructions to your broker so that your shares are voted on all of the items, even if you plan to attend the Annual Meeting.

WeAs used in this Proxy Statement, the term “Chevron” and such terms as “the Company,” “the Corporation,” “our,” “we,” “us,” and “its” may refer to Chevron Corporation, one or more of its consolidated subsidiaries, or all of them taken as a whole, but unless stated otherwise they do not include “affiliates” of Chevron – that is, those companies accounted for by the equity method (generally owned 50% or less) or non-equity method investments. All of these terms are used for convenience only and are not awareintended as a precise description of any matters that are expectedof the separate companies, each of which manages its own affairs.

Chevron Corporation 2024 Proxy Statement

1

proxy statement

items of business

Your Board is asking you to be presented for a vote on the following actions at the Annual Meeting other than those described above. If any other matter is properly brought before the Annual Meeting by or at the direction of the Board, the proxy holders identified in the “Voting and Additional Information—Appointment of Proxy Holders” section of this Proxy Statement intend to vote the proxies in accordance with their best judgment. When conducting the Annual Meeting, the Chairman or his designee may refuse to allow a vote on any matter not made in compliance with our By-Laws and the procedures described in the “Voting and Additional Information—Submission of Stockholder Proposals for 2021 Annual Meeting” section of the 2020 Proxy Statement.Meeting:

 

board proposals
Chevron Corporation—2021 Proxy Statement    

Item

 1

Your Board’s
recommendation

Rationale

Item 1:

Elect 12 Directors named in this Proxy Statement

Vote for each

Director nominee

Your Board believes that each of the 12 nominees possesses qualifications and attributes that are critical for effective oversight of the Company and are directly relevant to Chevron’s business, strategy, and operations.

Item 2:

Ratify the appointment of the independent registered public accounting firmVote forYour Board believes that it is in the best interests of Chevron and its stockholders to retain PwC as Chevron’s independent registered public accounting firm for 2024.

Item 3:

Approve, on an advisory basis, Named Executive Officer compensationVote forYour Board believes that our compensation programs support our business model, objectives, and values described in detail in our “Compensation Discussion and Analysis” in this Proxy Statement.
stockholder proposals

Item

Your Board’s
recommendation

Rationale

Item 4:

Report on Voluntary Carbon Reduction RisksVote againstYour Board believes Chevron has the right policies and management systems in place, and a separate report is not an effective way to achieve the proposal’s objectives.

Item 5:

Report on Plastic Demand ScenarioVote againstGiven the information already published by Chevron Phillips Chemical Company LLC, your Board does not believe the requested report would provide useful information to investors.

Item 6:

Commission a Third-Party Report on Human Rights PracticesVote againstYour Board believes Chevron has the right policies and management systems in place to assess and manage implementation of our commitment to respecting human rights, and a separate report is not an effective way to accomplish the objective of the proposal.

Item 7:

Report on Tax PracticesVote againstYour Board believes that given the detailed tax information Chevron already publicly discloses and plans to disclose, the additional data requested by the proposal would be neither useful nor informative for investors.

Chevron Corporation 2024 Proxy Statement

2

election of directors

(item 1 on the proxy card)

The Board Nominating and Governance Committee (the “Governance Committee”) recommended, and the Boardhas set a current Board size of 12 Directors. On September 8, 2020, the Board elected Jon Huntsman Jr. as a member of the Board effective September 15, 2020. In addition, on December 2, 2020, the Board elected Marillyn Hewson as a member of the Board effective January 1, 2021. Each of the nominees is a current Director and, other than Gov. Huntsman and Ms. Hewson, was previously elected at Chevron’s 2020 Annual Meeting of Stockholders.

Directors are elected annually and serve for a one-year term or until their successors are elected. If any nominee is unable to serve as a Director—Director – a circumstance we do not anticipate—anticipate – the Board by resolution may reduce the number of Directors or choose a substitute.substitute nominee. Your Board has determined that each non-employee Director is independent in accordance with the New York Stock Exchange (“NYSE”) Corporate Governance Standards and has no material relationship with Chevron other than as a Director.

director election requirements

Each Director nominee who receives a majority of the votes cast (i.e., the number of shares voted FOR a Director nominee must exceed the number of shares voted AGAINST that Director nominee, excluding abstentions) will be elected a Director in an uncontested election.

Under Chevron’s By-Laws, in an uncontested election, any Director nominated for re-electionreelection who receives more AGAINST votes than FOR votes must submit an offer of resignation to the Board. The Board Nominating and Governance

Committee (“Governance Committee”) must then consider all relevant facts and circumstances, including the Director’s qualifications, past and expected future contributions, the overall composition of the Board, and whether Chevron would meet regulatory or similar requirements without the Director, and make a recommendation to the Board on the action to take with respect to the offer of resignation.

director qualifications and

nomination processes

The Governance Committee is responsible for recommending to the Board the qualifications for Board membership and for identifying, assessing, and recommending qualified Director candidates for the Board’s consideration. The Board membership qualifications and nomination procedures are set forth in Chevron’s Corporate Governance Guidelines, which are available on our website at www.chevron.com/investors/corporate-governance.

All Directors should have the following attributes:

 

•

the highest professional and personal ethics and values, consistent with The Chevron Way and our Business Conduct and Ethics Code, both of which are available on Chevron’s website at www.chevron.com;

The highest professional and personal ethics and values, consistent with The Chevron Way and our Business Conduct and Ethics Code, both of which are available on Chevron’s website at www.chevron.com;

 

•

a commitment to building stockholder value;

A commitment to building stockholder value;

 

•

business acumen and broad experience and expertise at the policy-making level in one or more of the skills, qualifications, and experiences delineated below;

Business acumen and broad experience and expertise at the policy-making level in one or more of the skills, qualifications, and experience delineated on the next page;

 

•

the ability to provide insights and practical wisdom based on the individual’s experience or expertise;

The ability to provide insights and practical wisdom based on the individual’s experience or expertise;

 

•

sufficient time to effectively carry out duties as a Director; and

Sufficient time to effectively carry out duties as a Director; and

 

•

independence (at

Independence (i.e., at least a majority of the Board must consist of independent Directors, as defined by the NYSE Corporate Governance Standards).

The Governance Committee regularly reviews the skills and characteristics required of Directors in the context of the current composition of the Board must consist of independent Directors, as defined by the changing operating requirementsNYSE Corporate Governance Standards).

Chevron Corporation 2024 Proxy Statement

3

election of the Company, and the long-term interests of stockholders.directors

 

When conducting its review of the appropriate skills and qualifications desired of Directors, the Governance Committee particularly considers:

•

leadership experience in business as a chief executive officer, senior executive, or leader of significant business operations;

•

expertise in science, technology, engineering, research, or academia;

•

extensive knowledge of governmental, regulatory, legal, or public policy issues;

•

expertise in finance, financial disclosure, or financial accounting;

•

experience in global business or international affairs;

•

experience in environmental affairs (including with respect to climate change issues);

•

service as a public company director;

•

diversity of age, gender, and ethnicity; and

•

such other factors asconsiders the Governance Committee deems appropriate, given the current and anticipated needs of the Board and the Company, to maintain a balance of knowledge, experience, background, and capability.

2    Chevron Corporation—2021 Proxy Statement

election of directors  

These skills, experiences, and expertise that are critical to the Board’s ability to provide effective oversight of the Company and are directly relevant to Chevron’s business, strategy, and operations. These are as follows:

 

Skills, experiences, and

CEO / Senior Executive / Leader of Significant Operationsexpertise

  How it relates to Chevron’s business, strategy,
and operations		What the Board is looking for

CEO/Senior executive/ Leader of significant operations

Chevron employs approximately 47,00046,0001 people in business units throughout the world. Chevron’s operations involve complex organizations and processes, human capital management, strategic planning, and risk management.

Current or former leadership experience as a CEO, senior executive, or leader of significant business operations at a large organization of similar size, scope, and complexity as Chevron’s business.

Science / Technology / Engineering / Research / Science/Technology/ Engineering/Research/Academia

  

Technology and engineering are at the core of Chevron’s business and are key to finding, developing, producing, processing, and refining oil and natural gas, as well as assessing new energy sources. Oursources and evolving technology risks and opportunities. The highly technical nature of Chevron’s business processes are complexrequires being on the front lines of research and highly technical.

critical technical advancements to maintain a competitive advantage.		Current or former CEO, senior executive, or leader of significant business operations of a science, technology, or engineering company or company with a significant business segment involving technology, including cybersecurity issues. Current or former professor at a leading university in the sciences, technology, or engineering fields.

Government/Regulatory/Legal/

Government / Regulatory / Legal / Public Policypolicy

  

Chevron’s operations require compliance with a variety of regulatory requirements in numerous countries and involve relationships with various governmental entities and nongovernmental organizations throughout the world.

Former service as an elected official, presidential appointee, or gubernatorial appointee, or senior-level employee in the federal or state government. Senior lawyer at a law firm or in-house or senior executive at a company with extensive interaction with government officials. Service on a commission or initiative with significant regulatory or public policy matters.

Finance / Finance/Financial Disclosure /disclosure/ Financial Accountingaccounting

  

Chevron’s business is multifaceted and requires complex financial management, capital allocation, and financial reporting processes.

Current or former CEO, CFO, or controller of a public company of similar size, scope, and complexity as Chevron. Current or former partner of a “Big 4” accounting firm and work experience includes public company of similar size, scope, and complexity as Chevron. Significant work experience in the financial industry. Responsible for the financial affairs of a nonprofit with significant size, scope, or complexity.

Global Business /business/ International Affairsaffairs

  

Chevron conducts business around the globe. Our business success is derived from an understanding of diverse business environments, economic conditions, and cultures, andas well as a broad perspective on global business opportunities.

Current or former CEO or executive responsible for a significant business segment of a company with significant global operations. Elected official in the U.S. Senate or House of Representatives with service on committees involving foreign relations or service as a U.S. ambassador to another country. Presidential appointee or senior-level employee of agency with activities involving foreign relations. Significant experience in dealing with matters involving international affairs.

1

Data as of December 31, 2023.

Chevron Corporation 2024 Proxy Statement

4

election of directors

Skills, experiences, and

Environmentalexpertise

  How it relates to Chevron’s business, strategy,
and operations		What the Board is looking for

Environmental

We place the highest priority on the health and safety of our workforce and the protection of our assets, the communities where we operate, and the environment. We are committed to continuously improving our environmental performance and reducing the potential impacts of our operations, including our focus on lowering the carbon intensity of our operations.Current or former CEO or head of a significant business segment of a company of comparable size, scope, and complexity as Chevron with exposure to environmental risks. Former administrator of the federal or a state environmental agency. Employed at a senior level by a federal or state environmental agency or served on a federal or state commission or committee with responsibility for environmental issues. Current or former senior-level employee at a nongovernmental organization that focuses on environmental issues. Significant experience in dealing with environmental issues.

Leading business transformation

Chevron’s strategy is to leverage our strengths to safely deliver lower carbon energy to a growing world.Current or former CEO, senior executive, or leader of significant business operations at a large organization that experienced a significant business transformation.

The Governance Committee also considers such other factors as the Governance Committee deems appropriate, given the current and anticipated needs of the Board and the Company, to maintain a balance of knowledge, experience, background, and capability. This includes service as a public company director and diversity of age, gender, and race/ethnicity.

1

As of February 28, 2021.

In addition, Directors should limit their other board memberships to a number that permits them, given their individual circumstances, to perform all of their Director duties:

A Director should not serve on the board of more than five publicly traded companies;

A Director who serves as a board Chair or Lead Director of a publicly traded company should not serve on the boards of more than four publicly traded companies (including the board of the company for which the Director is board Chair or Lead Director); and

A Director who serves as CEO of a publicly traded company should not serve on the boards of more than three publicly traded companies (including the company for which the Director is CEO).

All Directors are currently in compliance with the foregoing.

The Governance Committee annually reviews the foregoing attributes, skills, and qualifications required of Directors in the context of the current operating requirements of the Company and the long-term interests of stockholders. When recommending nominees for the Board, the Governance Committee discusses each nominee in the context of the foregoing attributes, skills, qualifications, and time commitments, including the foregoing limits on public company directorships, so that the nominees and Board as a whole meet the requirements and needs of the Company.

For 2024, the Governance Committee reviewed the attributes, skills, and qualifications, as well as the principal occupation, the public and private company and non-profit board service, and other time commitments, of each Director nominee listed in the “Nominees for Director” section and determined that each Director nominee meets the requirements and needs of the Company.

Under our Corporate Governance Guidelines, a Director is required to submit an offer of resignation upon a change in the Director’s principal occupation. In March, the Governance Committee reviewed an offer of resignation submitted by Mr. Huntsman in connection with his appointment to the role of vice chairman and president, Strategic Growth, at Mastercard Incorporated (effective April 15, 2024). The Governance Committee closely reviewed the time commitments of Mr. Huntsman and, after reviewing his contributions to the Chevron Board, the Governance Committee determined that his continued service was in the best interests of stockholders. The Governance Committee considered a range of factors in making this determination, including his active participation and attendance at Board meetings in recent years and the unique perspectives he brings to the Board on matters related to international affairs and public policy drawn from his experience in government service. Additionally, the Governance Committee considered the benefit to Chevron’s stockholders of Mr. Huntsman’s concurrent service on the board of The Ford Motor Company, as well as the new perspectives he will gain from his role at Mastercard Incorporated. Finally, the Governance Committee considered Mr. Huntsman’s decision to resign from the board of Mobileye Global Inc. (effective April 15, 2024) as he takes on his new role at Mastercard Incorporated.

Chevron Corporation 2024 Proxy Statement

5

election of directors

board composition

The Board seeks to achieve diversity of age, gender, and race/ethnicity and recognizes the importance of Board refreshment to enable fresh ideas and perspectives. The following tables and charts pertain to the Board nominees and illustrate the Board’s continued commitment to diversity of backgrounds for its Board composition and leadership.

       
  58%   50% 25% 7.4 years
are diverse are women 

are people

of color

 

average

tenure(1)

       

The following matrix displays the most significant skills and qualifications that each Director nominee possesses. The Governance Committee reviews the composition of the Board as a whole periodically to ensure that the Board maintains a balance of knowledge and experience and to assess the skills and characteristics that the Board may find valuable in the future in light of current and anticipated strategic plans and operating requirements and the long-term interest of stockholders.

 

 

LOGOLOGO

 

Chevron Corporation—2021 Proxy Statement    3

  election of directors  

The Board seeks to achieve diversity of age, gender, and ethnicity and recognizes the importance of Board refreshment to ensure that it benefits from fresh ideas and perspectives. The following charts demonstrate the Board’s commitment to diversity of backgrounds and Board refreshment.

LOGOLOGO
strong board diversitystrong board refreshment
6 New Directors since 2016*

Date of ChangeDirectorReason for Nomination/ Departure

+

January 2021Marillyn A. HewsonBrings valuable global business experience as well as decades of perspective on international commerce and geopolitics

+

September 2020Jon M. Huntsman Jr.*Strong international and public policy experience, knowledge of Chevron’s business, and leadership experience

-

January 2020Inge G. ThulinTime and logistics conflict

+

December 2018Debra Reed-KlagesDepth of business leadership and experience with regulated utilities in California

-

May 2018Linnet F. DeilyMandatory Director Retirement Policy

-

May 2018Robert E. DenhamMandatory Director Retirement Policy

-

February 2018John S. WatsonRetirement from Chevron

+

March 2018D. James Umpleby IIIStrong background in international/environmental policy, heavy equipment engineering, and global workforce development

+

November 2017John B. FrankLegal and finance experience, and capital markets and risk management knowledge

-

September 2017Jon M. Huntsman Jr.Nominated as the U.S. Ambassador to Russia

+

February 2017Michael K. WirthCEO succession planning

*(1)

Jon M.Tenure as of May 29, 2024. Mr. Huntsman Jr. previously served on Chevron’s Board from January 2014 to September 2017 but resigned to serve as U.S. Ambassador to Russia. For purposes of calculating tenure going forward, we include only his current term.

(2)

As of April 10, 2024.

Chevron Corporation 2024 Proxy Statement

6

election of directors

director tenure ranges

LOGO

refreshed board composition and leadership

67% 50% 50% 75%

of Directors elected

in the past five years

are diverse

 

of Committees

chaired by women

 

of Committees

chaired by

racially/ethnically

diverse Directors

 

of Committees

chaired by

diverse Directors

      Date of

      change

Director

Position

Gender
or racial/ 

ethnic

diversity

Primary reason for nomination/departure

Board composition changes

LOGOMay 2023Ronald D. SugarDirectorMandatory Director Retirement Policy
LOGOJune 2022Cynthia J. WarnerDirector•

Depth of experience across both the traditional and renewable energy sectors

LOGO

January

2021

Marillyn A. HewsonDirector•

Valuable global business experience as well as decades of perspective on international commerce and geopolitics

LOGOSeptember 2020Jon M. Huntsman Jr.DirectorStrong international and public policy experience, knowledge of Chevron’s business, and leadership experience
LOGOJanuary 2020Inge G. ThulinDirectorTime and logistics conflict

Board and Committee leadership changes

LOGOMay 2022Wanda M. AustinLead Director•

Thoughtful leadership and contributions in a variety of roles, including as chair of the Governance Committee and as former chair of the Public Policy and Sustainability Committee

LOGOMay 2022Ronald D. SugarLead DirectorBoard Succession Planning
LOGOMay 2021Debra Reed-KlagesAudit Committee Chair•Committee Chair Rotation
LOGOMay 2021Wanda M. Austin

Nominating and Governance Committee Chair

•Committee Chair Rotation
LOGOMay 2021Charles W. MoormanManagement Compensation Committee ChairCommittee Chair Rotation
LOGOMay 2021Enrique Hernandez, Jr.

Public Policy and Sustainability Committee Chair

•Committee Chair Rotation
LOGOMay 2021Charles W. MoormanAudit Committee ChairCommittee Chair Rotation
LOGOMay 2021Ronald D. Sugar

Nominating and Governance Committee Chair

Committee Chair Rotation
LOGOMay 2021Enrique Hernandez, Jr.

Management Compensation Committee Chair

•Committee Chair Rotation
LOGOMay 2021Wanda M. Austin

Public Policy and Sustainability Committee Chair

•Committee Chair Rotation

Chevron Corporation 2024 Proxy Statement

7

election of directors

The Governance Committee considers Director candidates suggested for nomination to the Board from stockholders, Directors, and other sources. Directors periodically suggest possible candidates, and from time to time, the Governance Committee may engage a third-party consultant to assist in identifying potential candidates. The Governance Committee has retained director search firms to assist with identifying potential candidates. Ms. Hewson was recommended by a search firm, and Gov. Huntsman was contacted by members of our Board upon his departure from his service as U.S. Ambassador to Russia. Both were reviewed and recommended by our independent Governance Committee.

 

Stockholders may recommend potential nominees by writing to Mary A. Francis, Corporate Secretary and Chief Governance Officer, Chevron Corporation, 5001 Executive Parkway, Suite 200, San Ramon, CA 94583-5006, stating the candidate’s name and qualifications for Board membership.

The Governance Committee considers allWhen considering potential nominees recommended by our stockholders.

•

Stockholders may recommend potential nominees by writing to the Corporate Secretary at 6001 Bollinger Canyon Road, San Ramon, CA 94583-2324, stating the candidate’s name and qualifications for Board membership.

•

When considering potential nominees recommended by stockholders, the Governance Committee follows the same Board membership qualifications evaluation and nomination procedures discussed in this section.

In addition, a qualifying stockholder (or stockholders) may nominate director nomineescandidates by satisfying the requirements specified in our By-Laws, which are described in the “Voting and Additional Information—Information–Submission of Stockholder Proposals for 20222025 Annual Meeting” section of this Proxy Statement.

4    Chevron Corporation—2021 Proxy Statement

election of directors  

 

Chevron Corporation 2024 Proxy Statement

8

election of directors

nominees for director

The Governance Committee recommended, and the Board set, a current Board size of 12 Directors. Each of the Director nomineesnominee is a current Director.

Director Summarydirector summary

 

               Committee Composition(1)   
Director 

Director

Age(1)

 

Director

Since

 

Principal

Occupation

 IND(2) AC(3) BN&GC(4) MCC(5) PP&SC(6) 

Other Current

Public Company Directorships

Wanda M. Austin 66 2016 Retired President and CEO, The Aerospace Corporation l  M  C 

• Amgen, Inc.

• Virgin Galactic Holdings, Inc.

John B. Frank 64 2017 

Vice Chairman,

Oaktree Capital Group, LLC

 l M    

• Oaktree Capital Group, LLC

¡  Oaktree Acquisition Corporation II

¡ Oaktree Specialty Lending Corporation

Alice P. Gast 62 2012 

President,

Imperial College London

 l  M  M 

• None

Enrique Hernandez, Jr. 65 2008 

Chairman and CEO,

Inter-Con Security Systems, Inc.

 l   C M 

• McDonald’s Corporation

Marillyn A. Hewson 67 2021 Retired Chairman, CEO, and President of Lockheed Martin Corporation l M    

• Johnson & Johnson

Jon M. Huntsman Jr.(7) 61 2020 Former U.S. Ambassador to Russia and China and former Governor of Utah l   M M 

• Ford Motor Company

Charles W. Moorman IV 69 2012 

Senior advisor to Amtrak

Retired Chairman and CEO, Norfolk Southern Corporation

 l C    

• Oracle Corporation

Dambisa F. Moyo 52 2016 

CEO,

Mildstorm LLC

 l M    

• 3M Company

Debra Reed-Klages 64 2018 Retired Chairman, CEO, and President, Sempra Energy l M    

• Caterpillar Inc.

• Lockheed Martin Corporation

Ronald D. Sugar      72 2005 Retired Chairman and CEO, Northrop Grumman Corporation L  C M  

• Amgen Inc.

• Apple Inc.

• Uber Technologies, Inc.

D. James Umpleby III 63 2018 

Chairman and CEO,

Caterpillar Inc.

 l  M M  

• Caterpillar Inc.

Michael K. Wirth 60 2017 

Chairman and CEO,

Chevron Corporation

           

• None

Committee assignment(1)

Director

Director

since

Principal

occupation

Gender
or racial/
ethnic

diversity

Ind(2)

AC(3)

BN&GC(4)

MCC(5)

PP&SC(6)

Other current

public company
directorships

Wanda M.
Austin

2016

Retired President and CEO, The Aerospace Corporation

•

L

C

M

• Amgen Inc.

• Apple Inc.

John B.
Frank

2017

Vice Chairman,

Oaktree Capital Group, LLC

•M

• Daily Journal Corporation

• Oaktree Capital Group, LLC

°  Oaktree Specialty Lending Corporation

Alice P.
Gast

2012

Professor Emeritus of Chemical Engineering and
Retired President,

Imperial College London

••MM

• None

Enrique 
Hernandez, Jr.

2008

Executive Chairman,

Inter-Con Security Systems, Inc.

••MC

• McDonald’s Corporation(7)

• The Macerich Company

Marillyn A.
Hewson

2021

Retired Chairman, CEO, and President, Lockheed Martin Corporation

••M

• Johnson & Johnson

Jon M. 
Huntsman Jr.

2020

Vice Chairman and President, Strategic Growth, Mastercard Incorporated (effective April 15, 2024)

•MM

• Ford Motor Company

• Mobileye(8)

Charles W. 
Moorman

2012

Former Senior Advisor and

CEO, Amtrak and Retired Chairman and CEO, Norfolk Southern Corporation

•MC

• Oracle Corporation

Dambisa F.
Moyo

2016Co-Principal, Versaca Investments••M

• None

Debra
Reed-Klages

2018

Retired Chairman, CEO, and President, Sempra

••C

• Caterpillar Inc.

• Lockheed Martin Corporation

D. James
Umpleby III

2018

Chairman and CEO,

Caterpillar Inc.

•MM

• Caterpillar Inc.

Cynthia J.

Warner

2022

Former President and CEO, Renewable Energy Group, Inc.

••M

• Sempra

• Bloom Energy

Michael K.
Wirth

2017

Chairman and CEO,

Chevron Corporation

• None

 

(1)

As of April 8, 2021.10, 2024.

 

(2)

Independent in accordance with the NYSE Corporate Governance Standards. No material relationship exists with Chevron other than as a Director.

 

(3)

Audit CommitteeCommittee.

 

(4)

Board Nominating and Governance CommitteeCommittee.

 

(5)

Management Compensation CommitteeCommittee.

(6)

Public Policy and Sustainability CommitteeCommittee.

 

(7)

Previously served as a Director of the Company from January 15, 2014 to September 28, 2017.Retiring effective May 22, 2024.

(8)

Resigning effective April 15, 2024.

L

Lead Director (Independent)

C

Committee Chair

M

  

Lead Director (independent)

C

Committee Chair

M

Committee Member

 

 

Your Board recommends that you vote FOR each of these Director nominees.

Chevron Corporation 2024 Proxy Statement

9

election of directors

LOGO

 

Chevron Corporation—2021 Proxy Statement    
 Wanda M. Austin | 69  5

Lead Director

Since May 2022

 Retired President and CEO

 The Aerospace Corporation

Director Since

December 2016

Independent

Yes

 Board Committees

 Board Nominating and Governance (Chair); Management Compensation

 

  election of directors  

 

 

LOGO

 

Wanda M. Austin

Retired President and Chief Executive
Officer, The Aerospace Corporation    

Age: 66

Director Since: December 2016

Independent: Yes

Chevron Committees:

•  Board Nominating and Governance

•  Public Policy and Sustainability (Chair)

Current Public Company Directorships:Directorships

 

• Amgen Inc.; Apple Inc.

Prior Public Company Directorships

(within past five years)

Other Directorships and Memberships

•  Horatio Alger Association; National Academy of Engineering; University of Southern California (Life Trustee)

• Virgin Galactic Holdings, Inc.

 



Professional Experience

MakingSpace Inc., a leadership and STEM consulting firm

• 

Prior Public Company Directorships

(within last five years):

•  None

Other DirectorshipsCo-founder and Memberships:

•  Horatio Alger Association

•  National Academy of Engineering

•  University of Southern California (transitions to Life Trustee as of May 15, 2021)CEO (since 2017)

Dr. Austin has held an adjunct Research Professor appointment at the University of Southern California’sCalifornia, a top-ranked private research university

Adjunct Research Professor, Viterbi School’s Department of Industrial and Systems Engineering since 2007. She has been Co-founder and Chief Executive Officer of MakingSpace, Inc., a leadership and STEM (science, technology, engineering, and math) consulting firm, since December 2017. She is a World 50 executive advisor, fostering peer-to-peer discussions among senior executives from some of the world’s largest companies. She served as(since 2007); Interim President of the University of Southern California from August 2018 until July 2019. She served as President and Chief Executive Officer of (2018–2019)

The Aerospace Corporation (“Aerospace”), a leading architect for the United States’States national security space programs from 2008 until her retirement in 2016. From 2004 to 2007, she was

President and CEO (2008–2016); Senior Vice President of National Systems Group at Aerospace. Dr. Austin joined Aerospace in 1979.(2004–2007)

skillsSkills and qualifications

Business Leadership / Operations: Eight years as CEO of Aerospace. Thirty-seven-year career with Aerospace included numerous senior management and executive positions. CEO of MakingSpace, Inc., since December 2017.

Finance: More than a decade of financial responsibility and experience at Aerospace. Audit Committee member at Amgen Inc.

Global Business / International Affairs: Internationally recognized for her work in satellite and payload system acquisition, systems engineering, and system simulation. Former CEO of a company that provides space systems expertise to international organizations. Director of companies with international operations.

Government / Regulatory / Public Policy: Served on the President’s Council of Advisors on Science and Technology and the President’s Review of U.S. Human Space Flight Plans Committee. Appointed to the Defense Policy Board, the Defense Science Board, and the NASA Advisory Council.

Science / Technology / Engineering: Ph.D. in Industrial and Systems Engineering from the University of Southern California, Master of Science in both Systems Engineering and Mathematics from the University of Pittsburgh. Thirty-seven-year career in national security space programs. Director at Amgen Inc., a biotechnology company, and Virgin Galactic Holdings, Inc., the world’s first commercial space line and vertically integrated aerospace company. Fellow of the American Institute of Aeronautics and Astronautics. Member of the National Academy of Engineering.

Research / Academia: Adjunct Research Professor at the University of Southern California’s Viterbi School of Engineering. Former Interim President of the University of Southern California.Experience Supporting Nomination

 

6    Chevron Corporation—2021 Proxy Statement

• 

electionBusiness Leadership/Operations: Eight years as CEO of directors  

Aerospace. Thirty-seven-year career with Aerospace included numerous senior management and executive positions. CEO of MakingSpace, Inc. since December 2017. Executive advisor for World 50.

 

LOGO• 

Finance: More than a decade of financial responsibility and experience at Aerospace. Audit Committee member at Amgen Inc.

•

Global Business/International Affairs: Internationally recognized for her work in satellite and payload system acquisition, systems engineering, and system simulation. Former CEO of a company that provides space systems expertise to international organizations. Director of companies with international operations.

•

Government/Regulatory/Public Policy: Served on the President’s Council of Advisors on Science and Technology and the President’s Review of U.S. Human Space Flight Plans Committee. Appointed to the Defense Policy Board, the Defense Science Board, and the NASA Advisory Council.

•

Leading Business Transformation: Numerous awards for leadership and impact as President and CEO of Aerospace, led the technical evaluation and certification of the launch enterprise transition to a commercial business model for national security space missions. As Interim President of the University of Southern California, implemented transformational governance measures to raise the bar at a time of great challenge that involved systemic lapses in the university’s athletics program and in student admissions.

•

Research/Academia: Trustee and Adjunct Research Professor at the University of Southern California’s Viterbi School of Engineering. Former Interim President of the University of Southern California.

•

Science/Technology/Engineering: Ph.D. in industrial and systems engineering from the University of Southern California, M.S. in both systems engineering and mathematics from the University of Pittsburgh. Thirty-seven-year career in national security space programs, providing deep experience in high-stakes precision engineering projects. Director at Amgen Inc., a biotechnology company, director at Apple, Inc., a technology company, and former director of Virgin Galactic Holdings, Inc., the world’s first commercial space line and vertically integrated aerospace company. Honorary fellow of the American Institute of Aeronautics and Astronautics. A member of the National Academy of Engineering.

Director Insights

QWhat has been your most memorable interaction with Chevron employees over the past year, and why?A“Our visit to the Rockies Business Unit in Colorado was extremely memorable as we witnessed clear operational synergies across the organization upon welcoming PDC Energy to Chevron, in addition to the positive impact Chevron has on the community. The pride of our employees in Chevron’s work to provide affordable, reliable, and ever-cleaner energy to enable human progress was evident in every interaction.”

Chevron Corporation 2024 Proxy Statement

10

election of directors

LOGO

John B. Frank| 67

Director

Vice Chairman

Oaktree Capital Group, LLC

Director Since

Age: 64

Director Since:November 2017

Independent:Independent

Yes

 

Chevron Committees:Board Committees

Audit (audit committee financial expert)

Current Public Company Directorships

 

•  Audit – audit committee financial expert

Current Public Company Directorships:

•Daily Journal Corporation; Oaktree Capital Group, LLC

¡  Oaktree Acquisition Corporation II

¡LLC; Oaktree Specialty Lending Corporation

 

 

Prior Public Company Directorships

(within last (within past five years):

 

•  NoneOaktree Acquisition Corporation; Oaktree Strategic Income Corporation; Oaktree Acquisition Corporation II

 

Other Directorships and Memberships:Memberships

 

•  The James Irvine Foundation

•Foundation; Wesleyan University

•University; XPRIZE Foundation

Mr. Frank has been Vice Chairman since 2014, and Director since 2007, of




Professional Experience

Oaktree Capital Group, LLC (“Oaktree Capital”), a global investment management company with expertise in credit strategies. He is one

Vice Chairman (since 2014); Director (since 2007) and Member of four members of Oaktree Capital’sthe Executive Committee and was previously the firm’s principal executive officer. Mr. Frank was Oaktree Capital’s

Managing Principal from 2005 until 2014, having joined Oaktree Capital in 2001 as(2005–2014); General Counsel. Prior to that, he served as a Partner of the Los Angeles law firm of Counsel (2001–2005)

Munger, Tolles & Olson LLP, where his practicea leading law firm

Partner focused on mergers and acquisitions and general corporate counseling.counseling

Skills and Experience Supporting Nomination

skills and qualifications

•

Business Leadership/Operations: Over 20 years of service as a senior executive of Oaktree Capital, a global investment management company, including service as Principal Executive Officer, Vice Chairman, Director, Managing Principal, and General Counsel.

•

Finance: More than 23 years of financial responsibility and experience as a senior executive at Oaktree Capital and as the partner responsible for financial affairs at the law firm of Munger, Tolles & Olson LLP. Deep experience in evaluating companies from investor perspective.

•

Global Business/International Affairs: Senior executive of Oaktree Capital, which conducts business worldwide from 18 offices around the globe. Travels around the world to meet with Oaktree Capital’s institutional clients and speak at international investment forums. Director of companies with international operations.

•

Government/Regulatory/Public Policy: Two decades of experience working with government officials regarding regulatory and public policy issues, including testimony before the U.S. Senate Finance Committee and as a senior executive of Oaktree Capital. Served as a Legislative Assistant to the Honorable Robert F. Drinan, member of Congress, and as a law clerk to the Honorable Frank M. Coffin of the U.S. Court of Appeals for the First Circuit.

•

Leading Business Transformation: Led the transition of Oaktree from a closely held private partnership to a broadly held public company with more than triple the assets under management while negotiating and overseeing the integration of multiple acquisitions and navigating a materially more rigorous regulatory and business environment. Regular exposure, as a senior executive of Oaktree, to the many financial and operational restructurings of companies included within Oaktree’s distressed debt investment portfolios.

•

Legal: Served as General Counsel of Oaktree Capital. Former Partner of Munger, Tolles & Olson LLP. Extensive experience with mergers and acquisitions and strategic, financial, and corporate governance issues. Law degree from the University of Michigan.

Director Insights

QHow do the skills/experiences of Chevron’s Directors contribute to the Company’s success?A“Each Director brings deep expertise and a broad array of experiences to our discussions with management, allowing us to both effectively oversee the business and offer informed, varied perspectives to help our executives refine their ideas and decision-making processes.”

Chevron Corporation 2024 Proxy Statement

11

election of directors

 

 

Business Leadership / Operations: Over 20 years of service as senior executive of Oaktree Capital, a global investment management company, including service as principal executive officer, Vice Chairman, Director, Managing Principal, and General Counsel.

Finance: More than 21 years of financial responsibility and experience as a senior executive at Oaktree Capital, and as the partner responsible for financial affairs at the law firm of Munger, Tolles and Olson LLP.

Global Business / International Affairs: Senior executive of Oaktree Capital, which conducts business worldwide from 18 offices around the globe. Travels around the world to meet with Oaktree Capital’s institutional clients and speak at international investment forums. Director of companies with international operations.

Government / Regulatory / Public Policy: Two decades of experience working with government officials regarding regulatory and public policy issues, including testimony before the U.S. Senate Finance Committee and as a senior executive of Oaktree Capital. Served as a Legislative Assistant to the Honorable Robert F. Drinan, Member of Congress, and as a law clerk to the Honorable Frank M. Coffin of the U.S. Court of Appeals for the First Circuit.

Legal: Served as General Counsel of Oaktree Capital. Former Partner of Munger, Tolles & Olson LLP. Extensive experience with mergers and acquisitions and strategic, financial, and corporate governance issues. Law degree from the University of Michigan.LOGO

 

Chevron Corporation—2021 Proxy Statement     Alice P. Gast | 65  7

Director

 Retired President and

 Professor Emeritus of

 Chemical Engineering

 Imperial College London

Director Since

December 2012

Independent

Yes

 Board Committees

 Board Nominating and Governance; Public Policy and Sustainability

 

  election of directors

 

                      

 

LOGO

Alice P. Gast

President, Imperial College London

 

Age: 62

Director Since: December 2012

Independent: Yes

Chevron Committees:Current Public Company Directorships

 

• Board Nominating and Governance

•  Public Policy and SustainabilityNone

 

CurrentPrior Public Company Directorships:Directorships

(within past five years)

 

• None

 

 

Prior Public Company Directorships

(within last five years):

•  None

Other Directorships and Memberships:Memberships

 

•  National Academy of Engineering

•Engineering; Royal Academy of EngineeringEngineering; Académie des Technologies (France)

Dr. Gast has been President of

Professional Experience

Imperial College London a, an internationally top-ranked public research university specializing in science, engineering, medicine, and business, since 2014. She was

Professor Emeritus of Chemical Engineering (since 2022)

President of (2014–2022)

Lehigh University, a top–ranked private research university from 2006 until 2014 and

President (2006–2014)

Massachusetts Institute of Technology, a top–ranked private research university

Vice President for Research, Associate Provost, and Robert T. Haslam Chair in Chemical Engineering at Massachusetts Institute of Technology from 2001 until 2006. Dr. Gast was professor of chemical engineering at Stanford and the Stanford Synchrotron Radiation Laboratory from 1985 until 2001.(2001–2006)

skills and qualifications

Environmental Affairs: At Imperial College London, oversees environmental institutes and centers and leads the university crisis management group. At Lehigh University, presided over environmental centers, advisory groups, and crisis management. Expertise in chemical and biological terrorism issues gained through service on several governmental committees.

Finance: Fifteen years of service as president of leading educational institutions, with ultimate responsibility for finance, fundraising, and endowment management.

Global Business / International Affairs: Served as a U.S. Science Envoy for the U.S. Department of State to advise on ways to foster and deepen relationships with the Caucasus and Central Asia. Serves on the Singapore Ministry of Education’s Academic Research Council and on the Global Federation of Competitiveness Councils. Served on the Board of Trustees for the King Abdullah University of Science and Technology in Saudi Arabia.

Government / Regulatory / Public Policy: Served on the Homeland Security Science and Technology Advisory Committee. Chaired the scientific review committee empaneled by the National Research Council at the request of the FBI to conduct an independent review of the investigatory methods used by the FBI in the criminal case involving the mailing of anthrax spores. Served on the Board of UKRI, the UK Research and Innovation funding and policy body.

Research / Academia: More than three decades of service in academia and research at leading educational institutions.

Science / Technology / Engineering: M.A. and Ph.D. in chemical engineering from Princeton University. Former Vice President for Research, Associate Provost, and Robert T. Haslam Chair in Chemical Engineering at Massachusetts Institute of Technology and professor of chemical engineering at Stanford University and the Stanford Synchrotron Radiation Laboratory. MemberLaboratory, a top–ranked private research university

Professor of the National Academy ofChemical Engineering (1985–2001)

Skills and the Royal Academy of Engineering.Experience Supporting Nomination

 

8    Chevron Corporation—2021 Proxy Statement

• 

election of directors  

Environmental Affairs: At Imperial College London, oversaw environmental institutes and centers and led the university crisis management group. At Lehigh University, presided over environmental centers, advisory groups, and crisis management. Expertise in chemical and biological terrorism issues gained through service on several governmental committees.

 

•

Finance: Sixteen years of service as president of leading educational institutions, with ultimate responsibility for finance, fundraising, and endowment management.

•

Global Business/International Affairs: Has lived in the United Kingdom since 2014, gaining enhanced perspective on global energy needs. Serves on the Singapore Ministry of Education’s Academic Research Council, Koç University Board of Overseers, and the Technical University Munich Institute for Advanced Study International Advisory Committee. Served as a U.S. science envoy for the U.S. Department of State to advise on ways to foster and deepen relationships with the Caucasus and Central Asia and on the Global Federation of Competitiveness Councils. Served on the Board of Trustees for the King Abdullah University of Science and Technology in Saudi Arabia.

•

Government/Regulatory/Public Policy: Served on the Homeland Security Science and Technology Advisory Committee. Chaired the scientific review committee empaneled by the National Research Council at the request of the FBI to conduct an independent review of the investigatory methods used by the FBI in the criminal case involving the mailing of anthrax spores. Served on the Board of UKRI, the U.K. Research and Innovation funding and policy body.

•

Research/Academia: More than three decades of service in academia and research at leading educational institutions. Deep experience with engineering programs and the capabilities and interests of the incoming talent pipeline.

•

Science/Technology/Engineering: B.S. in chemical engineering from the University of Southern California and an M.A. and Ph.D. in chemical engineering from Princeton University. Former Vice President for Research, Associate Provost, and Robert T. Haslam Chair in Chemical Engineering at Massachusetts Institute of Technology and Professor of Chemical Engineering at Stanford University and the Stanford Synchrotron Radiation Laboratory. Fellow of the National Academy of Engineering, the Royal Academy of Engineering, and the Académie des Technologies (France).

Director Insights

QWhat areas of Chevron’s strategy do you feel investors should be focused on in the coming years?A“Chevron’s bold and impactful new energies strategy bears watching. We are navigating the energy transition and bringing our many strengths, including entrepreneurship, to market in new lower carbon technologies.”

Chevron Corporation 2024 Proxy Statement

12

election of directors

LOGO

LOGOEnrique Hernandez, Jr. | 68

  

Enrique Hernandez, Jr.Director

Executive Chairman

Chairman and Chief Executive Officer, Inter-Con Security Systems, Inc.

   Director Since

   December 2008

Independent

Yes

 

Age: 65Board Committees

Director Since: December 2008

Independent: Yes

Chevron Committees:

•  Management Compensation (Chair)

•  Public Policy and Sustainability (Chair); Management Compensation

 

Current Public Company Directorships:Directorships

 

•  McDonald’s Corporation (until May 22, 2024); The Macerich Company

Prior Public Company Directorships (within past five years)

• None

 

 

 

Prior Public CompanyOther Directorships

(within last five years): and Memberships

 

•  Nordstrom, Inc.

•  Wells Fargo & Company

Other Directorships and Memberships:

•  Catalyst

•Catalyst; Harvard College Visiting Committee

•Committee; Harvard University Resources Committee

•Committee; John Randolph Haynes and Dora Haynes Foundation

•Foundation; Ronald McDonald House Charities

                       

Mr. Hernandez has been Chairman and Chief Executive Officer of


Professional Experience

Inter-Con Security Systems, Inc. (“Inter-Con”),a global provider of security and facility support services to governments, utilities,

Executive Chairman (since 2021)

Chairman and industrial customers, since 1986. He wasCEO (1986–2021); President of Inter-Con from 1986 until 2018 and was previously(1986–2018); Executive Vice President and Assistant General Counsel from 1984 until 1986. He was an associate of the law firm of (1984–1986)

Brobeck, Phleger & Harrison, from 1980 until 1984.a leading law firm

Litigation Associate (1980–1984)

Skills and Experience Supporting Nomination

skills and qualifications

•

Business Leadership/Operations: More than three decades as Chairman and CEO of Inter-Con. Co-founder of Interspan Communications, a television broadcasting company. Director of The Macerich Company and Chairman of the Board of McDonald’s Corporation.

•

Finance: More than three decades of financial responsibility and experience at Inter-Con. Chaired the Audit Committee at McDonald’s Corporation. Former Chair of the Finance Committee and the Risk Committee at Wells Fargo & Company. Former Audit Committee Member at Great Western Financial Corporation, Nordstrom, Inc., Washington Mutual, Inc., and Wells Fargo & Company.

•

Global Business/International Affairs: Former CEO of a company that conducts business worldwide. Deep experience in providing security for people and assets in high-risk environments globally. Current and former director of companies with international operations.

•

Government/Regulatory/Public Policy: Trustee of the John Randolph Haynes Foundation, which has funded hundreds of important urban studies in education, transportation, local government elections, public safety, and other public issues. Former appointee, Commissioner, and President of the Los Angeles Police Commission. Served on the U.S. National Infrastructure Advisory Committee.

•

Leading Business Transformation: Extensive leadership experience transitioning in both media and security industries, having been a founder of Inter-Span Communications, a pioneer in Spanish language broadcast television in the United States, and at Inter-Con, where he evolved traditional physical security practices by creating and utilizing proprietary technology platforms and techniques, transforming the company into a multinational industry leader.

•

Legal: Served as Executive Vice President and Assistant General Counsel of Inter-Con. Former litigation associate of the law firm of Brobeck, Phleger & Harrison. Law degree from Harvard Law School.

Director Insights

QAre there any notable ways in which the Board has evolved over your tenure as a Director?A“As our strategy has evolved, the Board has broadened its skill sets to include Directors with experiences and perspectives consistent with Chevron’s key objectives. For example, with the appointment of Cynthia Warner, we deepened our experience across both traditional and renewable energy sectors.”

Chevron Corporation 2024 Proxy Statement

13

election of directors

 

 

Business Leadership / Operations: More than three decades as Chairman and CEO of Inter-Con. Co-founder of Interspan Communications, a television broadcasting company. Chairman of the Board of McDonald’s Corporation.

Finance: More than three decades of financial responsibility and experience at Inter-Con. Chaired the Audit Committee at McDonald’s Corporation. Former Chair of the Finance Committee and the Risk Committee at Wells Fargo & Company. Former Audit Committee member at Great Western Financial Corporation, Nordstrom, Inc., Washington Mutual, Inc., and Wells Fargo & Company.

Global Business / International Affairs: CEO of a company that conducts business worldwide. Current and former director of companies with international operations.

Government / Regulatory / Public Policy: Trustee of the John Randolph Haynes Foundation, which has funded hundreds of important urban studies in education, transportation, local government elections, public safety, and other public issues. Former appointee and Commissioner and President of the Los Angeles Police Commission. Served on the U.S. National Infrastructure Advisory Committee.

Legal: Served as Executive Vice President and Assistant General Counsel of Inter-Con. Former litigation associate of the law firm of Brobeck, Phleger & Harrison. Law degree from Harvard Law School.

 

LOGO

 

Chevron Corporation—2021 Proxy Statement     9

  election of directors  Marillyn A. Hewson | 70

 

  

  Director

LOGO 

Marillyn A. Hewson

Retired Chairman, President, and Chief Executive Officer of CEO

Lockheed Martin Corporation

  Director Since

  January 2021

    Independent

    Yes

 

Age: 67

Director Since: January 2021Board Committees

Audit (audit committee financial expert)

Independent: Yes

 

Chevron Committees:

 

•  Audit – audit committee financial expert

 

Current Public Company Directorships:Directorships

 

•  Johnson & Johnson

 

Prior Public Company Directorships

(within lastpast five years):

 

•  DuPont, DowDuPont Inc.

•; Lockheed Martin Corporation

 

Other Directorships and Memberships:Memberships

 

•  Catalyst (Chair)

•  United Service Organizations (USO)

•  Culverhouse CollegeCouncil of Commerce & Business Administration,Chief Executives; University of Alabama President’s Cabinet and Culverhouse School of Business Board of Visitors

•  UniversityVisitors; Director for Nexii Building Solutions; Trilateral Commission; Council on Foreign Relations; American Institute of Alabama’s President’s CabinetAeronautics and Astronautics; American Academy of Arts and Sciences; Chair of CEO Academy Advisory Board; Fellow in Royal Aeronautical Society

 

Ms. Hewson has been strategic advisor to the CEO of

Professional Experience

Lockheed Martin Corporation (“Lockheed Martin”), a security and aerospace company principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products, and services since March 2021. She served as Executive Chairman from June 2020 to March 2021, and as Lockheed Martin’s Chairman, President and Chief Executive Officer from January 2014 to June 2020 and held the positions of President and Chief Executive Officer from January 2013 to December 2013. Ms. Hewson joined Lockheed Martin in 1983 as an industrial engineer and has held leadership positions across Lockheed Martin, including President and Chief Operating Officer and Executive Vice President of Lockheed Martin’s Electronic Systems business area.

skills and qualifications

Business Leadership / Operations: Served six years as Chairman, President, and CEO of Fortune 100 company. Thirty-eight-year career with Lockheed Martin included numerous senior management and executive positions, including over seven years as President and CEO.

Environmental Affairs: As Chairman, CEO, and President of Lockheed Martin, oversaw initiatives for energy and environmental stewardship, including Go Green, carbon and energy reduction, and water use reduction, and partnered with the United States Department of Energy’s Better Plants Program, and the Environmental Protection Agency’s ENERGY STAR Program and Green Power Partnerships.

Finance: Former Chairman, President, and CEO of Fortune 100 company. More than three decades of financial responsibility and experience at Lockheed Martin.

Global Business / International Affairs: Former Chairman, President and CEO of Fortune 100 company with extensive international operations. Served on the Board of Trustees for the King Abdullah University Science and Technology in Saudi Arabia and Khalifa University in the United Arab Emirates. Current and former director of companies with international operations.

Government / Regulatory / Public Policy: At Lockheed Martin, a government contractor, oversaw development and production of military and rotary-wing aircraft for all five branches of the U.S. armed forces along with military services and commercial operations. Serves on the American Workforce Policy Advisory Board. Appointed by the President of the United States to the President’s Export Council.

Science / Technology / Engineering: Served in a variety of senior management and executive positions at Lockheed Martin, a leading aerospace and advanced technology company which

Chairman (2014–2021); Executive Chairman (2020–2021); President and CEO (2013–2020)

Previously held leadership positions required expertise in engineeringincluding President, COO, Executive Vice President of Electronic Systems business segment, and technology. Former directorPresident of DowDuPont, a global chemical company,Systems Integration

Skills and Chair of Sandia National Laboratories, one of three National Nuclear Security Administration research and development laboratories in the United States. Former Chair of the Aerospace Industries Association, Fellow of the Royal Aeronautical Society, and Associate Fellow of the American Institute of Aeronautics and Astronautics.Experience Supporting Nomination

 

10    Chevron Corporation—2021 Proxy Statement

• 

electionBusiness Leadership/Operations: Currently serving as Independent Lead Director (effective April 25, 2024), Chair of directors  

the Compensation and Benefits Committee, and Member of the Audit Committee at Johnson & Johnson. Served over seven years as CEO of a Fortune 100 company. Thirty-nine-year career with Lockheed Martin included numerous senior management and executive positions, including Chairman of the Board for seven years.

 

LOGO• 

Environmental Affairs: As Chairman, CEO, and President of Lockheed Martin, oversaw initiatives for energy and environmental stewardship, including Go Green, carbon and energy reduction, and water use reduction, and partnered with the U.S. Department of Energy’s Better Plants Program and the U.S. Environmental Protection Agency’s ENERGY STAR Program and Green Power Partnerships.

•

Finance: Former Chairman, President, and CEO of a Fortune 100 company. More than three decades of financial responsibility and experience at Lockheed Martin.

•

Global Business/International Affairs: Former Chairman, President, and CEO of a Fortune 100 company with extensive international operations. Served on the Board of Trustees for the King Abdullah University of Science and Technology in Saudi Arabia and Khalifa University in the United Arab Emirates. Served on the Atlantic Council International Advisory Board from 2014 to 2021. Served on the U.S.-India CEO Forum in 2020, and as co-vice chair of the U.S.-U.A.E. Business Council until 2020. Current and former director of companies with international operations. Recognized with the Atlantic Council Distinguished Business Leadership Award in 2015.

•

Government/Regulatory/Public Policy: At Lockheed Martin, a government contractor, oversaw development and production of military and rotary-wing aircraft, weapon systems, satellites and space systems, and other systems and services for all five branches of the U.S. armed forces, NASA, and intelligence agencies, as well as for governments and military services for international allies and partner countries. Served on the American Workforce Policy Advisory Board. Appointed by the President of the United States to the President’s Export Council. Appointed by the Vice President of the United States to the National Space Council User Advisory Group.

•

Leading Business Transformation: As Chairman and CEO of Lockheed Martin, led large, complex global organization that is in continuing transformation and adaptation, with customers facing technology and geopolitical disruption every day. Led large-scale portfolio rebalancing to shift away from commodity IT support and enter rotary wing business with acquisition of Sikorsky. Led digital transformation in product and internal operations. Honored with Edison Achievement Award for leadership in technology innovation in 2013 and Eisenhower Award for Innovation by Business Council for International Understanding in 2015.

•

Science/Technology/Engineering: Served in a variety of senior management and executive positions at Lockheed Martin, a leading aerospace and advanced technology company, which positions required expertise in engineering and technology. Former director of DuPont and DowDuPont, a global chemical company, and of Carpenter Technology, a specialty steel company, and Former Chair of Sandia National Laboratories, one of three National Nuclear Security Administration research and development laboratories in the United States. Former Chair of the Aerospace Industries Association. Fellow of the Royal Aeronautical Society and of the American Institute of Aeronautics and Astronautics. Member of the American Academy of Arts and Sciences.

Director Insights

QWhat areas of Chevron’s strategy do you feel investors should be focused on in the coming years?A“Investors should stay focused on the concrete actions that Chevron is taking to ensure it can deliver on its strategy long into the future. Our successful execution today allows us to help build the energy system of tomorrow.”

Chevron Corporation 2024 Proxy Statement

14

election of directors

LOGO

Jon M. Huntsman Jr.

Former U.S. Ambassador to Russia and China and former Governor of Utah| 64

 

Age: 61Director         

Vice Chairman and President,
Strategic Growth

Mastercard Incorporated
(effective April 15, 2024)

Director Since:Since

September 2020

Independent:Independent

Yes

 

Chevron Committees:Board Committees

•  Management Compensation

•Compensation; Public Policy and Sustainability

 

Current Public Company Directorships:Directorships

 

•  Ford Motor Company; Mobileye (until April 15, 2024)

Prior Public Company Directorships (within past five years)

• None

 

 

Prior Public CompanyOther Directorships

(within last five years): and Memberships

 

•  Caterpillar, Inc.Center for a New American Security; U.S. Department of State’s Foreign Affairs Policy Board; National Committee on U.S.-China Relations; Nuclear Threat Initiative Board; U.S. Defense Policy Board

•  Hilton Worldwide Holdings Inc.

 


Professional Experience

Mastercard Incorporated, the second-largest payment-technology corporation worldwide

Vice Chairman and President, Strategic Growth (effective April 15, 2024)

Ford Motor Company, a multinational automobile manufacturer

Vice Chair of Policy (2021–2022); Director (since 2020)

State of Utah

Governor Huntsman is an American businessman, diplomat, and politician who served as (2005–2009)

U.S. Federal Government

U.S. Ambassador to Russia from 2017(2017–2019); U.S. Ambassador to 2019. He served as Chairman of the China (2009–2011); U.S. Trade Ambassador (2001–2003); U.S. Ambassador to Singapore (1992–1993)

Atlantic Council, a nonprofit that promotes leadership and engagement in international affairs from 2014 until 2017. He has served in the administrations of five Presidents and was a candidate for the Republican nomination for president of the United States in 2011. He was

Chairman of the (2014–2017)

Huntsman Cancer Foundation, a nonprofit organization that financially supports research, education and patient care initiatives at Huntsman Cancer Institute at the University of Utah from 2012 until 2017. Governor Huntsman served as U.S. Ambassador to China from 2009 until 2011

Chairman (2012–2017)

Skills and two consecutive termsExperience Supporting Nomination

•

Business Leadership/Operations: Served eight years as Vice Chairman of Huntsman Corporation and Chairman and CEO of Huntsman Holdings Corporation.

•

Environmental Affairs: As Governor of Utah, oversaw environmental policy, including signing the Western Climate Initiative, by which Utah joined with other U.S. state governments to pursue targets for reduced greenhouse gas emissions. Significant experience overseeing environmental practices and related matters as Vice Chairman of Huntsman Corporation and Chairman and CEO of Huntsman Holdings Corporation. Sustainability and Innovation Committee member at Ford Motor Company.

•

Finance: Former executive officer of Huntsman Corporation and Huntsman Holdings Corporation.

•

Global Business/International Affairs: Served in the administrations of five U.S. presidents. Member of the Defense Policy Board at the U.S. Department of Defense. Former U.S. Ambassador to Russia. Former Chairman of the Atlantic Council. Former Trustee of the National Committee on U.S.-China Relations and of the Carnegie Endowment for International Peace. Former U.S. Ambassador to China. Former U.S. Ambassador to Singapore, Deputy U.S. Trade Representative, and Deputy Assistant Secretary of Commerce for Asia. Founding director of the Pacific Council on International Policy. Current and former director of companies with international operations.

•

Government/Regulatory/Public Policy: Member of the Defense Policy Board at the U.S. Department of Defense. Former two-term Governor of Utah. Former Deputy U.S. Trade Representative and Deputy Assistant Secretary of Commerce for Asia. Former Co-Chair of No-Labels, a nonprofit organization that works across political party lines to reduce gridlock and create policy solutions. Advisor to Ford Motor Company’s President and CEO, and former Vice Chair on policy choices.

Director Insights

QWhat have you found most beneficial about hearing from Chevron’s stockholders?A“I have enjoyed engaging with our investors and observing firsthand their strong belief in our commitment to affordable, accessible energy - the lifeline of any successful civilization. I have also benefitted from their critical input on the importance of Chevron’s energy transition and the hope it provides for our long-term sustainability.”

Chevron Corporation 2024 Proxy Statement

15

election of Utah from 2005 until 2009. Prior to his service as Governor, he served as U.S. Ambassador to Singapore, Deputy U.S. Trade Representative, and Deputy Assistant Secretary of Commerce for Asia.

skills and qualificationsdirectors

 

 

Business Leadership / Operations: Served eight years as Vice Chairman of Huntsman Corporation and Chairman and CEO of Huntsman Holdings Corporation.

Environmental Affairs: As Governor of Utah, oversaw environmental policy, including signing the Western Climate Initiative, by which Utah joined with other U.S. state governments to pursue targets for reduced greenhouse gas emissions. Significant experience overseeing environmental practices and related matters as Vice Chairman of Huntsman Corporation and Chairman and CEO of Huntsman Holdings Corporation. Sustainability and Innovation Committee member at Ford Motor Company.LOGO

Finance: Former executive officer of Huntsman Corporation and Huntsman Holdings Corporation.

Global Business / International Affairs: Former U.S. Ambassador to Russia. Former Chairman of the Atlantic Council. Former Trustee of the National Committee on US-China Relations and of the Carnegie Endowment for International Peace. Former U.S. Ambassador to China. Former U.S. Ambassador to Singapore, Deputy U.S. Trade Representative, and Deputy Assistant Secretary of Commerce for Asia. Founding director of the Pacific Council on International Policy. Current and former director of companies with international operations.

Government / Regulatory / Public Policy: Former two-term Governor of Utah. Former Deputy U.S. Trade Representative and Deputy Assistant Secretary of Commerce for Asia. Former Co-Chair of No-Labels, a nonprofit organization that works across political party lines to reduce gridlock and create policy solutions.

 

Chevron Corporation—2021 Proxy Statement     11

  election of directors  Charles W. Moorman | 72

 

  

Director

LOGOFormer Senior Advisor and CEO

Amtrak

Retired Chairman and CEO

Norfolk Southern Corporation

  

Charles W. Moorman IVDirector Since

Senior advisor to AmtrakMay 2012

Independent

Yes

Board Committees

Management Compensation (Chair); Board Nominating and Retired Chairman and Chief Executive Officer, Norfolk Southern CorporationGovernance

 

Age: 69

Director Since: May 2012

Independent: Yes

 

Chevron Committees:

 

•  Audit (Chair) – audit committee financial expert

 

Current Public Company Directorships:Directorships

 

• Oracle Corporation

 

Prior Public Company Directorships

(within lastpast five years):

 

• Duke Energy Corporation

 

Other Directorships and Memberships:Memberships

 

•  Focused Ultrasound Foundation

•Foundation; Georgia Tech Foundation Inc.

•; National Academy of Engineering

•  Nature Conservancy of Virginia

•  Smithsonian National BoardEngineering; Rand Logistics, Inc.

Mr. Moorman has been senior advisor to



Professional Experience

Amtrak, a passenger rail provider since 2018. He previously served as Amtrak’s co–Chief Executive Officer from July 2017 until his retirement in December 2017, and as President and Chief Executive Officer from September 2016 until July 2017. He was Chairman from 2006, and Chief Executive Officer from 2004, of

Senior Advisor (2018–2023)

•

Co-CEO (2017); President and CEO (2016–2017)

Norfolk Southern Corporation (“Norfolk Southern”), a freight and transportation company until his retirement in 2015. He served as

Chairman (2006–2015); CEO (2004–2015); President of Norfolk Southern from 2004 until 2013. Prior to that, Mr. Moorman was(2004–2013); Senior Vice President of Corporate Planning and Services from 2003 until 2004 and(2003–2004); Senior Vice President of Corporate Services in 2003. Mr. Moorman joined Norfolk Southern in 1975.(2003)

skillsSkills and qualifications

Business Leadership / Operations: Served more than a decade as CEO of Norfolk Southern. Forty-year career with Norfolk Southern included numerous senior management and executive positions, with emphasis on operations. Senior advisor and former CEO of Amtrak.

Environmental Affairs: At Norfolk Southern, gained experience with environmental issues related to transportation of coal, automotive, and industrial products. Former Virginia chapter chair and current Virginia chapter director of The Nature Conservancy, a global conservation organization. Served as a trustee of the Chesapeake Bay Foundation, whose mission is to protect the environmental integrity of the bay.

Finance: Former Chairman and CEO of Fortune 500 company. More than three decades of financial responsibility and experience at Norfolk Southern.

Government / Regulatory / Public Policy: More than four decades of experience in the highly regulated freight and transportation industry.

Science / Technology / Engineering: Forty-year career with Norfolk Southern included numerous senior management and executive positions requiring expertise in engineering and technology. Norfolk Southern builds and maintains track and bridges, operates trains and equipment, and designs and manages complex information technology systems. Member of the National Academy of Engineering.Experience Supporting Nomination

 

12    Chevron Corporation—2021 Proxy Statement

• 

electionBusiness Leadership/Operations: Served more than a decade as CEO of directors  

Norfolk Southern. Forty-year career with Norfolk Southern included numerous senior management and executive positions, with emphasis on operations. Former senior advisor and CEO of Amtrak.

 

LOGO• 

Environmental Affairs: At Norfolk Southern, gained experience with environmental issues related to transportation of coal, automotive, and industrial products. Former Virginia chapter chair and director of The Nature Conservancy, a global conservation organization. Served as a trustee of the Chesapeake Bay Foundation, whose mission is to protect the environmental integrity of the bay.

•

Finance: Former Chairman and CEO of a Fortune 500 company. More than three decades of financial responsibility and experience at Norfolk Southern.

•

Government/Regulatory/Public Policy: More than four decades of experience in the highly regulated freight and transportation industry.

•

Leading Business Transformation: As Chairman and CEO of Norfolk Southern, led strategic transformation to adapt to critical developments in intermodal transportation, namely, the advent of new providers of package delivery services, and a shift to East Coast as hub for seaborn deliveries (as a result of widening the Panama Canal). As Chief Executive of Amtrak, charged with transforming leadership and service model to support long-term sustainability and success of the company.

•

Science/Technology/Engineering: B.S. in civil engineering from the Georgia Institute of Technology. Forty-year career with Norfolk Southern included numerous senior management and executive positions requiring expertise in engineering and technology. Norfolk Southern builds and maintains tracks and bridges, operates trains and equipment, and designs and manages complex information technology systems. Member of the National Academy of Engineering.

Director Insights

QAre there any notable ways in which the Board has evolved over your tenure as a Director?A“During my time as a Director, the Board (and the management team) has continued to evolve in terms of diversity, not only as it is traditionally defined, but in individuals with different backgrounds and experiences. During that same period, the challenges and risks that the Company faces have continued to evolve and grow, and the changes in Board composition have helped us better understand those challenges and help management in developing plans to meet them.”

Chevron Corporation 2024 Proxy Statement

16

election of directors

LOGO

Dambisa F. Moyo

Chief Executive Officer, Mildstorm LLC| 55

 

Age: 52Director

Co-Principal

Versaca Investments

Director Since:Since

October 2016

Independent:Independent

Yes

 

Chevron Committees:Board Committees

Audit (audit committee financial expert)

Current Public Company Directorships

 

• Audit – audit committee financial expertNone

 

CurrentPrior Public Company Directorships:Directorships (within past five years)

 

• Barclays plc; 3M Company

 

 

Prior Public CompanyOther Directorships

(within last five years): and Memberships

 

•  Barclays plcCondé Nast; Linklaters’ International Advisory Group; member of the House of Lords (United Kingdom) sitting as Baroness Moyo of Knightsbridge

•  Barrick Gold Corporation

•  Seagate Technology

 

Other Directorships and Memberships:

•  Condé Naste

•  Department for International Trade Board

Dr. Moyo has been Chief Executive Officer of




Professional Experience

Versaca Investments, a family office focused on growth investing globally

•

Co-Founder and Co-Principal (since 2021)

Mildstorm LLC, a financial and economics firm since she founded it in 2015. She is a global economist and commentator analyzing the macroeconomy and international affairs. Since 2008, Dr. Moyo has been engaged in researching, speaking, and writing about international macroeconomics. From 2001 to 2008, she worked at

CEO (2015–2021)

Goldman Sachs, a multinational investment bank and financial services company in various roles, including as an economist. Prior to that she worked at the

Economist (2001–2008)

World Bank, an international financial institution in Washington, D.C., from 1993 until 1995.

Consultant (1993–1995)

Skills and Experience Supporting Nomination

skills and qualifications

•

Environmental Affairs: As director at Barrick Gold Corporation, served on the committee that considered and provided oversight on environmental matters.

•

Finance: Ten years of experience at Goldman Sachs and the World Bank. Ph.D. in economics from the University of Oxford and MBA in finance from American University. Former Audit Committee member at 3M Company. Former Audit Committee and Risk Committee member at Barrick Gold Corporation.

•

Global Business/International Affairs: Born and raised in Zambia, which enhances perspective on global resource challenges. Traveled to more than 80 countries, with a particular focus on the interplay of international business and the global economy, while highlighting key opportunities for investment. Current and former director of companies with international operations.

•

Government/Regulatory/Public Policy: Member of the House of Lords (United Kingdom) sitting as Baroness Moyo of Knightsbridge since 2022. Ten years of experience in the highly regulated banking and financial services industry. Master’s in Public Administration from John F. Kennedy School of Government, Harvard University.

•

Research/Academia: Author of four New York Times bestsellers. Dr. Moyo’s writing regularly appears in economics and finance related publications.

Director Insights

QWhich external Board speaker over the past two years did you find particularly interesting, and why?A“Hearing from then Global Head of Commodities Research at Goldman Sachs was particularly insightful. The conversation directly linked macroeconomic themes and our oversight of Chevron to the current market environment, and they also shared helpful longer-term perspectives.”

Chevron Corporation 2024 Proxy Statement

17

election of directors

 

 

Environmental Affairs: As director at Barrick Gold Corporation, served on the committee that considered and provided oversight on environmental matters.

Finance: Ten years of experience at Goldman Sachs and the World Bank. Ph.D. in economics from the University of Oxford and MBA in finance from the American University. Audit Committee member at 3M Company. Former Audit Committee and Risk Committee member at Barrick Gold Corporation.

Global Business / International Affairs: Traveled to more than 80 countries, with a particular focus on the interplay of international business and the global economy, while highlighting key opportunities for investment. Current and former director of companies with international operations.

Government / Regulatory / Public Policy: Ten years of experience in the highly regulated banking and financial services industry. MPA in Public Administration from John F. Kennedy School of Government, Harvard University.

Research / Academia: Author of four New York Times bestsellers. Dr. Moyo’s writing regularly appears in economics and finance-related publications.LOGO

 

Chevron Corporation—2021 Proxy Statement     13

  election of directors  Debra Reed-Klages | 67

 

  

      Director

 

LOGO

 

Debra Reed-Klages

Retired Chairman, Chief Executive Officer

CEO and President

Sempra Energy

Director Since    

December 2018    

Independent

Yes

 

Age: 64Board Committees

Director Since: December 2018

Independent: Yes

Chevron Committees:

•  Audit – (Chair and audit committee financial expertexpert)

 

Current Public Company Directorships:Directorships

 

• Caterpillar Inc.

•; Lockheed Martin Corporation

Prior Public Company Directorships

(within past five years)

• None

 

 

Prior Public Company Directorships

(within last five years):

•  Halliburton Company

•  Oncor Electric Delivery Company LLC

•  Sempra Energy

Other Directorships and Memberships:Memberships

• The Trusteeship, International Women’s Forum

•Forum; Rady Children’s Hospital and Health Center

•Center; Rady Children’s Hospital – San Diego, CA

•  State Farm Mutual Board of Directors

•  University of Southern California Viterbi School of Engineering, Board of Councilors

Ms. Reed-Klages served as Chairman from 2012, Chief Executive Officer from 2011, and President from 2017 until her retirement in 2018 from



Professional Experience

Sempra, Energy (“Sempra”), an energy services holding company whose operating units invest in, develop,

Chairman (2012–2018); CEO (2011–2018) and operate energy infrastructure and provide electric and gas services to customers in North and South America. Prior to that, she wasPresident (2017–2018); Executive Vice President of Sempra from 2010 to 2011. From 2006 to 2010, she served as President and Chief Executive Officer of (2010–2011)

San Diego Gas and Electric and Southern California Gas Co. (“SoCalGas”), Sempra’sregulated California utilities. She joined SoCalGas in 1978 as an energy systems engineer.utilities

skillsPresident and qualificationsCEO (2006–2010)

Skills and Experience Supporting Nomination

 

Business Leadership / Operations:
•

Business Leadership/Operations: Served seven years as CEO of Sempra. Over three decades of experience in senior management and executive positions at Sempra, including responsibility for utility and infrastructure operations.

Environmental Affairs: As Chairman and CEO of Sempra, oversaw all aspects of Sempra’s environmental and sustainability policies and strategies, which include initiatives to address challenges like limiting water use, improving the quality and efficiency of operations, infrastructure development and access to energy, human health, and environmental safety.

Finance: Former Chairman and CEO of Fortune 500 company. More than a decade of financial responsibility and experience at Sempra. Former CFO of San Diego Gas & Electric and SoCalGas.

Global Business / International Affairs: Former Chairman and CEO of Fortune 500 company that conducts business in Mexico and South America. Current and former director of companies with international operations.

Government / Regulatory / Public Policy: At Sempra, worked with and adhered to the rules established by the California Public Utilities Commission, the principal regulator of Sempra’s California utilities. Served four years on the National Petroleum Council, a federally chartered advisory committee to the U.S. Secretary of Energy.

Science / Technology / Engineering: B.S. in civil engineering from the University of Southern California. Served in a variety of senior management and executive positions at Sempra, requiring expertise in engineering and technology. Director at Caterpillar, a manufacturer of construction and mining equipment, and Lockheed Martin, a global security and aerospace company.

14    Chevron Corporation—2021 Proxy Statement

election of directors  

 

LOGO• 

Ronald D. Sugar

RetiredEnvironmental Affairs: As Chairman and Chief Executive Officer, Northrop Grumman CorporationCEO of Sempra, oversaw all aspects of Sempra’s environmental and sustainability policies and strategies, which include initiatives to address challenges like limiting water use, improving the quality and efficiency of operations, infrastructure development and access to energy, human health, and environmental safety.

•

Finance: Former Chairman and CEO of a Fortune 500 company. More than a decade of financial responsibility and experience at Sempra or its subsidiaries. Former CFO of San Diego Gas & Electric and SoCalGas. Previously served as an Audit Committee member at Lockheed Martin.

•

Global Business/International Affairs: Former Chairman and CEO of a Fortune 500 company that conducts business in Mexico and South America. Current and former director of companies with international operations.

•

Government/Regulatory/Public Policy: At Sempra, worked with and adhered to the rules established by the California Public Utilities Commission, the principal regulator of Sempra’s California utilities. Served four years on the National Petroleum Council, a federally chartered advisory committee to the U.S. Secretary of Energy.

•

Leading Business Transformation: As Chairman and CEO of Sempra, led transformation of San Diego Gas & Electric from all fossil fuel generation to becoming one of the utilities with the highest percentage of renewables in its portfolio. Also led creation of the second largest energy company in Mexico to facilitate Mexico’s transition to renewable energy, including development of infrastructure in Mexico to support that transition.

•

Science/Technology/Engineering: B.S. in civil engineering from the University of Southern California and former member of the Board of Councilors at the University of Southern California’s Viterbi School of Engineering. Served in a variety of senior management and executive positions at Sempra, requiring expertise in engineering and technology. Director at Caterpillar, a manufacturer of construction and mining equipment, and Lockheed Martin, a global security and aerospace company.

Director Insights

 

Lead Director Since: 2015
QHow does the Board think about the role of acquisitions in supporting long-term strategy for Chevron?A“Chevron is a learning organization at heart, which makes us an exceptional acquirer since we take best practices and integrate them across our current and future businesses. Chevron’s acquisitions are strategic and focused on leveraging meaningful synergies.”

Chevron Corporation 2024 Proxy Statement

18

election of directors

LOGO

 

Age: 72

Director Since: April 2005

Independent: Yes

Chevron Committees:

•  Board Nominating and Governance (Chair)

•  Management Compensation

Current Public Company Directorships:

•  Amgen Inc.

•  Apple Inc.

•  Uber Technologies, Inc.D. James Umpleby III | 66

 

  

Director

Prior Public Company Directorships 

(within last five years):

•  Air Lease Corporation

Other Directorships and Memberships:

•  Los Angeles Philharmonic Association

•  National Academy of Engineering

•  Nexli Building Solutions, Inc.

•  UCLA Anderson School of Management Board of Visitors

•  University of Southern California

Dr. Sugar is a senior advisor to various businesses and organizations, including Ares Management LLC, a private investment firm; Bain & Company, a global consulting firm; Temasek Americas Advisory Panel, a private investment company based in Singapore; and the G100 and World 50 peer-to-peer exchanges for current and former senior executives and directors from some of the world’s largest companies. He is also an advisor to Northrop Grumman Corporation (“Northrop Grumman”), a global aerospace and defense company, and was previously Northrop Grumman’s Chairman and Chief Executive Officer, from 2003 until his retirement in 2010, and President and Chief Operating Officer, from 2001 until 2003. He joined Northrop Grumman in 2001, having previously served as President and Chief Operating Officer of Litton Industries, Inc., a developer of military products, and earlier as an executive of TRW Inc., a developer of missile systems and spacecraft.

skills and qualifications

Business Leadership / Operations: Served seven years as CEO of Northrop Grumman. Held senior management and executive positions, including service as COO, at Northrop Grumman, Litton Industries, Inc., and TRW Inc.

Environmental Affairs: As Chairman, CEO, and President of Northrop Grumman, oversaw environmental assessments and remediations at shipyards and aircraft and electronics factories.

Finance: Former CFO of Fortune 500 company. More than three decades of financial responsibility and experience at Northrop Grumman, Litton Industries, Inc., and TRW Inc. Current Audit Committee Chair at Apple Inc. and former Audit Committee Chair at Chevron.

Global Business / International Affairs: Former CEO of Fortune 500 company with extensive international operations. Current and former director of companies with international operations.

Government / Regulatory / Public Policy: At Northrop Grumman, a key government contractor, oversaw development of weapons and other technologies. Appointed by the President of the United States to the National Security Telecommunications Advisory Committee. Former director of the World Affairs Council of Los Angeles.

Science / Technology / Engineering: B.S., M.S., and Ph.D. in engineering from the University of California at Los Angeles. Served in a variety of senior management and executive positions at Northrop Grumman, Litton Industries, Inc., and TRW Inc., requiring expertise in engineering and technology. Director at Amgen Inc., a biotechnology company; Apple Inc., a designer, manufacturer, and marketer of, among other things, personal computers and mobile communication and media devices; Uber Technologies, Inc., a technology company; and former director at BeyondTrust, a global cybersecurity company. Member of National Academy of Engineering.

Chevron Corporation—2021 Proxy Statement      15

Chairman and CEO

Caterpillar Inc.

Director Since

March 2018

Independent

Yes

 

  election of directors  

Board Committees

  

LOGO  

D. James Umpleby III

Chairman and Chief Executive Officer, Caterpillar Inc.

Age: 63

Director Since: March 2018

Independent: Yes

Chevron Committees:

•  Board Nominating and Governance

•  Management CompensationGovernance; Public Policy and Sustainability

 

Current Public Company Directorships:Directorships

 

• Caterpillar Inc.

Prior Public Company Directorships (within past five years)

• None

 

 

Prior Public Company Directorships

(within last five years):

•  None

Other Directorships and Memberships:Memberships

 

•  Business Roundtable

•Roundtable; The Business Council

•Council; National Petroleum Council

•Council; Peterson Institute for International Economics

•Economics; Rose-Hulman Institute of Technology

•Technology; U.S.-China Business Council

•Council; U.S.-India Strategic Partnership Forum

                       

Mr. Umpleby has been Chairman since 2018, and Chief Executive Officer since 2017, of


Professional Experience

Caterpillar Inc. (“Caterpillar”), a leading manufacturer of construction and mining equipment, diesel, and natural gas engines, industrial gas turbines, and diesel-electric locomotives. He was locomotives

Chairman (since 2018); CEO (since 2017)

Group President of Caterpillar from 2013 until 2016, with responsibility for Caterpillar’s energy and transportationthe Energy & Transportation business segment and (2013–2016)

Vice President from 2010 to 2013. He joined Solar Turbines Incorporated, now a Caterpillar subsidiary, in 1980 as an associate engineer.(2010–2013)

skillsSkills and qualificationsExperience Supporting Nomination

 

Business Leadership / Operations:
•

Business Leadership/Operations: Chairman and CEO of a Fortune 100 company. More than three decades of experience in senior management and executive positions at Caterpillar, including responsibility for engineering, manufacturing, marketing, sales, and services.

Environmental Affairs: As Chairman and CEO of Caterpillar, oversees all aspects of Caterpillar’s environmental and sustainability policies and strategies, which include initiatives to address challenges like preventing waste, improving the quality and efficiency of operations, developing infrastructure, and ensuring access to energy, human health, and environmental safety. Served as a member of the Latin America Conservation Council, in partnership with The Nature Conservancy, a global conservation organization. Former director of the World Resources Institute, an international research nonprofit organization working to secure a sustainable future.

Finance: Chairman and CEO of Fortune 100 company. More than a decade of financial responsibility and experience at Caterpillar.

Global Business / International Affairs: Chairman and CEO of Fortune 100 company with extensive international operations. Served in assignments at Caterpillar in Singapore and Kuala Lumpur from 1984 to 1990. Director of the Peterson Institute for International Economics, the U.S.-China Business Council, and the U.S.-India Business Strategic Partnership Forum and a former member of the U.S.-India CEO Forum.

Science / Technology / Engineering: B.S. in Mechanical Engineering from the Rose-Hulman Institute of Technology. Has served in a variety of senior management and executive positions at Caterpillar, requiring expertise in engineering and technology.

16    Chevron Corporation—2021 Proxy Statement

election of directors  

 

LOGO• 

Michael K. Wirth

Environmental Affairs: As Chairman and Chief Executive Officer,CEO of Caterpillar, oversees all aspects of Caterpillar’s environmental and sustainability policies and strategies, which include initiatives to address challenges like preventing waste, improving the quality and efficiency of operations, developing infrastructure, and ensuring access to energy, human health, and environmental safety. Served as a member of the Latin America Conservation Council, in partnership with The Nature Conservancy, a global conservation organization. Former Director of the World Resources Institute, an international research nonprofit organization working to secure a sustainable future.

•

Finance: Chairman and CEO of a Fortune 100 company. More than a decade of financial responsibility and experience at Caterpillar.

•

Global Business/International Affairs: Chairman and CEO of a Fortune 100 company with extensive international operations. Served in assignments at Caterpillar in Singapore and Kuala Lumpur from 1984 to 1990. Director of the Peterson Institute for International Economics, the U.S.-China Business Council, and the U.S.-India Business Strategic Partnership Forum and a former member of the U.S.-India CEO Forum.

•

Leading Business Transformation: As Chairman and CEO of Caterpillar, developed a new strategy for long-term profitable growth. Leads a global team that is implementing the strategy focused on operational excellence, expanded offerings, sustainability, and services. Accelerated expansion of commercial offerings to provide additional customer value, growing total sales and revenue over 70% since becoming CEO in 2017. In alignment with the strategy, drove enterprisewide improvement of operational performance with deployment of the Caterpillar Operating & Execution Model across the company to prioritize resource allocation for long-term profitable growth. In 2023, Caterpillar achieved record full-year adjusted profit per share, which has increased more than six fold during his tenure as CEO.

•

Science/Technology/Engineering: B.S. in mechanical engineering from the Rose-Hulman Institute of Technology. Has served in a variety of senior management and executive positions at Caterpillar, requiring expertise in engineering and technology.

Director Insights

QWhat areas of Chevron’s strategy do you feel investors should be focused on in the coming years?A“Investors should note Chevron’s ability to produce cash across the macroeconomic cycle, which has allowed Chevron to reward our stockholders with predictable dividend growth and a robust share buyback program.”

Chevron Corporation 2024 Proxy Statement

19

election of directors

LOGO

Cynthia J. Warner | 65

Director

Former President and CEO

Renewable Energy Group, Inc.

Director Since

June 2022

Independent

Yes

Board Committees

Public Policy and Sustainability

Current Public Company Directorships

•  Sempra; Bloom Energy

Prior Public Company Directorships

(within past five years)

•  Renewable Energy Group, Inc.; IDEX Corporation

 

Age: 60

Director Since: February 2017

Independent: NoOther Directorships and Memberships

 

•  Trustee of the Committee for Economic Development; member of the National Petroleum Council; Board of Advisors of Vanderbilt University School of Engineering; member of the Executive Committee of the Board of Advisors of Columbia University Center on Global Energy Policy; Board of Trustee of the University of the Incarnate Word


Professional Experience

GVP Climate, a venture capital firm that focuses on early-stage clean technology

Senior Operating Partner (since 2023)

Renewable Energy Group, Inc. (“Renewable Energy Group”), a global producer and supplier of bio-based diesel

President, CEO, and Director (2019–2022)

Andeavor (formerly Tesoro Corporation), an integrated marketing, logistics, and refining company

Executive Vice President, Operations (2016–2018); Executive Vice President, Strategy and Business Development (2014–2016)

Sapphire Energy, a biofuels company

Chairman and CEO (2012–2014); Chairman and President (2009–2011)

BP (British Petroleum), a multinational oil and gas company

Group Vice President of Global Refining (2007–2009); Group Vice President of Health, Safety, Security, Environmental and Technology (2005–2007)

Skills and Experience Supporting Nomination

•

Business Leadership/Operations: Over 40 years of business leadership experience in the traditional and renewable energy sectors, holding key roles in technology development, operations, business development, strategy, environment, health, and safety. Named a Fortune 2020 Businessperson of the Year.

•

Environmental Affairs: More than 35 years of experience in the traditional and renewable energy sectors with an extensive background in refining and its health, safety, security, and environmental operations and efforts. Led the groundbreaking cooperative effort with the U.S. Environmental Protection Agency to shape a framework for clean air improvements, to which the entire U.S. refining industry eventually signed on. Senior Operating Partner at GVP Climate, a venture capital firm seeking to invest in early-stage firms with technologies that will help to foster a transition to a lower carbon system.

•

Finance: More than a decade of financial responsibility and experience at Sapphire Energy, Andeavor/Marathon, and Renewable Energy Group.

•

Global Business/International Affairs: Former CEO of an international company that produces and supplies renewable fuels like biodiesel and renewable diesel, renewable chemicals, and other products. Current and former director of companies with international operations. Worked and resided internationally for over 10 years, including having responsibility for operations of refineries and pipeline systems in five continents.

•

Leading Business Transformation: Developed and executed a strategy to grow Renewable Energy Group’s value delivery by over three times in three years; spearheaded significant growth at Andeavor, including acquisition of Western Refining and purchase and conversion of the Dickinson refinery to a renewable diesel plant; oversaw implementation of a multifaceted operations management system for BP’s entire refining system; led award-winning effort to improve union/management relationships at the Amoco Texas City refinery.

•

Science/Technology/Engineering: B.S. in chemical engineering from Vanderbilt University. Served as process development engineer and internal process technology consultant at Amoco Oil Company for over a decade. As CEO of Sapphire Energy, oversaw development of technology to produce oil from algae, successfully building and placing into operation one of the largest algae farms in the world. Currently serving on the Board of Advisors of Vanderbilt University School of Engineering and appointed to its Academy of Distinguished Alumni in 2019.

Director Insights

QAre there any notable ways in which the Board has evolved over your tenure as a Director?A“The Chevron Committees:Board is collectively inquisitive and learning-oriented. This fosters a culture of continual growth and deeper understanding of — and appreciation for — the challenges and opportunities the Company is facing.”

Chevron Corporation 2024 Proxy Statement

20

election of directors

LOGO

Michael K. (Mike) Wirth | 63

Chairman

Since February 2018

Chairman and CEO

Chevron Corporation

Director Since

February 2017

Independent

No

Board Committees

None

Current Public Company Directorships

 

• None

 

CurrentPrior Public Company Directorships:Directorships (within past five years)

 

• None

 

 

Prior Public CompanyOther Directorships

(within last five years): and Memberships

 

•  None

Other DirectorshipsMember of the Board of Directors of American Petroleum Institute and Memberships:

•Catalyst; member of the National Petroleum Council, the Business Roundtable, the World Economic Forum International Business Council, the American Heart Association CEO Roundtable,

•  American Petroleum Institute

• The Business Council, and the American Society of Corporate Executives

•  The Business Council

•  Business Roundtable

•  Catalyst

•  International Business Council of the World Economic Forum

•  National Petroleum Council

                      

Mr. Wirth has been


Professional Experience

Chevron

Chairman and Chief Executive Officer of Chevron since February 2018. He was CEO (since 2018)

Vice Chairman in 2017 andof the Board (2017–2018); Executive Vice President of Midstream & Development from 2016 until 2018, where he was responsible for supply and trading, shipping, pipeline, and power operating units; corporate strategy; business development; and policy, government, and public affairs. He served as(2016–2018); Executive Vice President of Downstream & Chemicals from 2006 to 2015. From 2003 until 2006, Mr. Wirth was(2006–2015); President of Global Supply & Trading. Mr. Wirth joinedand Trading (2003–2006)

Joined Chevron in 1982.

skills and qualifications

Business Leadership / Operations: Chairman and CEO of Chevron. Twelve years as Executive Vice President of Chevron. More than three decades of experience in senior management and executive positions at Chevron.

Environmental Affairs: As Chairman and CEO of Chevron, oversees all aspects of Chevron’s environmental policies and strategies. Oversaw environmental policies and strategies of Chevron’s Downstream & Chemicals and shipping and pipeline operations.

Finance: CEO of Fortune 100 company. More than a decade of financial responsibility and experience at Chevron.

Global Business / International Affairs: Chairman and CEO of Fortune 100 company with extensive international operations. Served as President of Marketing for Chevron’s Asia/Middle East/Africa marketing business based in Singapore and served as director of Caltex Australia Ltd. and GS Caltex in South Korea.

Government / Regulatory / Public Policy: More than three decades of experience in highly regulated industry. As Chairman and CEO of Chevron, oversees all aspects of Chevron’s government, regulatory, and public policy affairs.

Science / Technology / Engineering: B.S. in Chemical Engineering from the University of Colorado. More than three decades of experience at Chevron. Joined as a design engineer in 1982

Skills and Experience Supporting Nomination

•

Business Leadership/Operations: Chairman and CEO of Chevron. Twelve years as Executive Vice President of Chevron. More than three decades of experience in senior management and executive positions at Chevron.

•

Environmental Affairs: As Chairman and CEO of Chevron, oversees all aspects of Chevron’s environmental policies and strategies. Oversaw environmental policies and strategies of Chevron’s Downstream & Chemicals and shipping and pipeline operations.

•

Finance: CEO of a Fortune 100 company. More than a decade of financial responsibility and experience at Chevron.

•

Global Business/International Affairs: Chairman and CEO of a Fortune 100 company with extensive international operations. Served as President of Marketing for Chevron’s Asia/Middle East/Africa marketing business based in Singapore and served as director of Caltex Australia Ltd. and GS Caltex in South Korea.

•

Government/Regulatory/Public Policy: More than three decades of experience in a highly regulated industry. As Chairman and CEO of Chevron, oversees all aspects of Chevron’s government, regulatory, and public policy affairs.

•

Leading Business Transformation: From 2010 to 2012, led the major turnaround of Chevron’s global Downstream & Chemicals business, including significant portfolio rationalization, new supply chain processes, manufacturing improvements, and comprehensive organizational restructuring. Cost savings, margin growth, and execution improvement drove a significant shift in relative competitive performance on safety, reliability, and profitability. In 2019 and 2020, led transformation of Chevron Corporation, including the largest corporate restructuring in more than two decades. Approach was comprehensive and addressed strategy, portfolio business model, culture, and efficiency. Completed a major acquisition at the same time.

•

Science/Technology/Engineering: B.S. in chemical engineering from the University of Colorado. More than three decades of experience at Chevron. Joined as a design engineer and advanced through a number of engineering, construction, marketing, and operations roles.

Director Insights

QWhich Chevron facility visit over the past two years has enhanced your perspective of Chevron, and how?A“Our visit to our operations in Colorado was a great opportunity for the Board to witness the benefits of the acquisition of Noble Energy in addition to the then-pending acquisition of PDC Energy. It also provided opportunities to learn more about innovation in development of lower carbon-intensity production.”

Chevron Corporation 2024 Proxy Statement

21

election of directors

director orientation and education

Chevron’s Board maintains a new Director orientation program that is preferably completed during a new Director’s first year of Board service. The orientation program has three main components: (1) written materials detailing information about Chevron, such as Chevron’s governing documents, recent U.S. Securities and Exchange Commission (“SEC”) filings, and press releases; (2) a series of meetings with Chevron’s senior executives; and (3) Chevron facility/site visits to experience Chevron’s operations in person (visits include a Downstream facility, typically a refinery, and an upstream operation). Beyond orientation, Directors regularly visit Chevron work locations to meet with employees and learn about particular operations. Directors are provided with a list of continuing director education opportunities, and all Directors are encouraged to periodically attend director continuing education programs offered by various organizations. In addition, Directors benefit from access to various governance and directorship organizations and publications to which Chevron subscribes. Directors also receive a weekly digest of news articles related to Chevron and ongoing education through a number of engineering, construction, marketing,Board briefings and operations roles.presentations on various topics at Board and Committee meetings, which regularly include outside speakers.

vote required

Each Director nominee who receives a majority of the votes cast (i.e., the number of shares voted FOR a Director nominee must exceed the number of shares voted AGAINST that Director nominee, excluding abstentions) will be elected a Director in an uncontested election. Any shares not voted (whether by abstention or otherwise) will have no impact on the elections. If you are a street name stockholder and do not vote your shares, your bank, broker, or other holder of record cannot vote your shares at its discretion in these elections.

If the number of Director nominees exceeds the number of Directors to be elected—elected — a circumstance we do not anticipate—anticipate — the Directors shall be elected by a plurality of the shares present in person or by proxy at the Annual Meeting, or any adjournment or postponement thereof, and entitled to vote on the election of Directors.

your board’s recommendation

Your Board recommends that you vote FOR each of the 12 Director

nominees named in this Proxy Statement.

 

Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

17

22

director compensation

overviewdirector compensation

objectives

Our compensationCompensation for our non-employee Directors is designed to be competitive with compensation for directors of other large, global energy companies and other large, capital-intensive, international companies; to link rewards to business results and stockholder returns; and to align stockholder and Director interests through increased Director ownership of Chevron common stock. We do not have a retirement plan for non-employee Directors. Our Chief Executive Officer is not paid additional compensation for service as a Director.

The Governance Committee evaluates and recommends to the non-employee Directors of the Board the compensation for non-employee Directors, and the non-employee Directors of the Board approve the compensation. Our executive officers have no role in determining the amount or form of non-employee Director compensation.overview

In 2020, the Governance Committee retained the services of an independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), to assist the Governance Committee with its periodic               

review of Chevron’s non-employee Director compensation program relative to Chevron’s 2020 Oil Industry Peer Group and 2020 Non-Oil Industry Peer Group (excluding Devon for the 2020 Oil Industry Peer Group and DuPont de Nemours for the 2020 Non-Oil Industry Peer Group), as identified in “use of peer groups” in the “compensation discussion and analysis” section of this Proxy Statement.

Based on this review, the Governance Committee recommended, and the non-employee Directors of the Board agreed, that no changes should be made to Director compensation in 2021.

Pearl Meyer and its lead consultant report directly to the Governance Committee under the terms of the engagement, but they may work cooperatively with management to develop analyses and proposals when requested to do so by the Governance Committee. Pearl Meyer does not provide any services to the Company.

non-employee director compensation

In 2020, each non-employee Director received annual compensation of $375,000, with 40 percent paid in cash (or stock options at the Director’s election) and 60 percent paid in restricted stock units (“RSUs”). An additional cash retainer, in the amounts described below, is paid to the Lead Director and each Committee Chair. Directors do not receive fees for attending Board or Board Committee meetings, nor do they receive fees for meeting with stockholders. Under the Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan, as amended, and Plan Rules, as amended (together, the “NED Plan”), Chevron’s Annual Compensation Cycle for its non-employee Directors is the period commencing on the day of the Annual Meeting at which the non-employeeDirector is elected through the day immediately preceding the next Annual Meeting.

Our non-employee Director compensation program consists primarily of a cash component and an equity component. Non-employee Directors do not receive fees for attending Board or Committee meetings, nor do they receive fees for meeting with stockholders. We do not provide non-equity incentive awards, nor do we provide a retirement plan for non-employee Directors.

Position

 

 

Cash Retainer(1)

 

  

RSUs(2)  

 

Non-Employee Director

 $150,000  $225,000

Lead Director

 $30,000  –  

Audit Committee Chair

 $30,000  –  

Board Nominating and Governance Committee Chair

 $20,000  –  

Management Compensation Committee Chair

 $25,000  –  

Public Policy and Sustainability Committee Chair

 $20,000  –  

Our Chief Executive Officer is not paid additional compensation for service as a Director.

(1)

Each cash retainer is paid in monthly installments beginning with the date the Director is elected to the Board. Under the NED Plan, Directors can elect to receive nonstatutory/nonqualified stock options instead of any portion of their cash compensation. Directors can also elect to defer receipt of any portion of their cash compensation. Deferral elections must be made by December 31 in the year preceding the year in which the cash to be deferred is earned. Deferrals are credited, at the Director’s election, into accounts tracked with reference to the same investment fund options available to participants in the Chevron Deferred Compensation Plan, including a Chevron Common Stock Fund. Distribution of deferred amounts is in cash except for amounts valued with reference to the Chevron Common Stock Fund, which are distributed in shares of Chevron common stock.

cash retainer

(2)

RSUs are granted on the date of the Annual Meeting at which the Director is elected. If a Director is elected to the Board between annual meetings, a prorated grant is made. RSUs are paid out in shares of Chevron common stock unless the Director has elected to defer the payout until retirement. RSUs are subject to forfeiture (except when the Director dies, reaches mandatory retirement age of 74, becomes disabled, changes primary occupation, or enters government service) until the earlier of 12 months or the day preceding the first Annual Meeting following the date of the grant.

The non-employee Directors of the Board approved an increase in non-employee Director compensation, effective as of the 2023 Annual Meeting, as described in last year’s Proxy Statement. As a result, non-employee Directors received total annual compensation of $390,000 per non-employee Director, with approximately 40%, or $155,000, paid in cash and approximately 60%, or $235,000, paid in restricted stock units (“RSUs”). In line with historical practice, an additional cash retainer, in the amounts described herein, was paid to the independent Lead Director and each Committee Chair.

Each cash retainer is paid in monthly installments beginning with the date the non-employee Director is elected to the Board. Under the NED Plan, non-employee Directors can elect to defer receipt of any portion of their cash compensation. Deferral elections must be made by December 31 in the year preceding the year in which the cash to be deferred is earned. Deferrals are credited, at the non-employee Director’s election, into accounts tracked with reference to the same investment fund options available to participants in the Chevron Deferred Compensation Plan II, including a Chevron Stock Fund. None of the earnings under the NED Plan are above market or preferential. Distribution of deferred amounts is in cash except for amounts valued with reference to the Chevron Stock Fund, which are distributed in shares of Chevron common stock.

equity compensation

RSUs are granted on the date of the Annual Meeting at which the non-employee Director is elected. If a non-employee Director is elected to the Board between annual meetings, a prorated grant is made. RSUs are paid out in shares of Chevron common stock unless the non-employee Director has elected to defer the payout until retirement. RSUs are subject to forfeiture (except when the non-employee Director dies, reaches mandatory retirement age of 74, becomes disabled, changes primary occupation, or enters government service) until the earlier of 12 months or the day preceding the first Annual Meeting following the date of the grant, at which time they vest.

expenses and charitable matching gift program

Non-employee Directors are reimbursed for out-of-pocket expenses incurred in connection with the business and affairs of Chevron. Non-employee Directors are eligible to participate in Chevron Humankind, our charitable matching gift and community involvement program, which is available to any employee, retiree, orand Director. For active employees

andnon-employee Directors, we match contributions to eligible entities and grants for volunteer time, up to a maximum of $10,000 per year.

18    Chevron Corporation—2021 Proxy Statement

director compensation  

 

Chevron Corporation 2024 Proxy Statement

23

director compensation

governance

The Governance Committee evaluates and recommends to the Board the compensation for non-employee Directors, and the Board approves the compensation. Our executive officers have no role in determining the amount or form of non-employee Director compensation. The Committee may retain the services of an independent compensation consultant to assist the Committee with its work. The Committee did not do so in 2023.

director stock ownership guidelines

Under the Corporate Governance Guidelines, each non-employee Director is expected, within five years of when the Director first becomes subject to the guidelines, to own shares of Chevron common stock that have a value equal to seven times their annual cash retainer, or 15,000 shares, for serving as a Director. Shares may be owned directly by the individual, owned jointly with, or separately by, the Director’s spouse, or held in trust for the benefit of the Director, the Director’s spouse, or the Director’s children. All non-employee Directors with more than five years of service have met our stock ownership guidelines, and all non-employee Directors with less than five years of service have met or are on target to meet our stock ownership guidelines within the expected time.

Chevron Corporation 2024 Proxy Statement

24

director compensation

2023 non-employee director compensation

The 2023 non-employee Directors’ annual compensation, and the additional annual cash retainer for the independent Lead Director and each Board Committee Chair, are described below.

Position

 

Cash

retainer

  RSUs

Non-Employee Director

 $155,000  $235,000

Independent Lead Director

 $50,000  —

Audit Committee Chair

 $30,000  —

Board Nominating and Governance Committee Chair

 $20,000  —

Management Compensation Committee Chair

 $25,000  —

Public Policy and Sustainability Committee Chair

 $20,000  —

compensation during the fiscal year ended december 31, 20202023

The following table sets forth the compensation of our non-employee Directors for the fiscal year ended December 31, 2020.2023.

 

Name

 

 

Fees earned or
paid in cash

($)(1)

 

 

 

Stock
awards

($)(2)

 

 

 

Option
awards

($)(3)

 

 

 

All other
compensation

($)(4)

 

 

 

Total

($)

 

  Fees earned or
paid in cash
($)		 Stock
awards
($)(1)		 All other
compensation
($)(2)		 

Total

($)

   

 

Wanda M. Austin

 

 

—      

 

 

$

    225,000

 

 

$

 170,000

(5) 

 

$

    10,654

 

 

$

    405,654

 

Wanda M. Austin

 $222,500(3)(4) $235,000 $10,000 $467,500  

 

John B. Frank

 

$

93,750

(6)(7) 

 

$

225,000

 

 

$

37,500

 

 

$

10,654

 

 

$

366,904

 

John B. Frank

 $152,500(5) $235,000 $10,000 $397,500  

 

Alice P. Gast

 

$

    150,000

(6) 

 

$

225,000

 

 

 

—      

 

$

654

 

 

$

375,654

 

Alice P. Gast

 $152,500(5) $235,000 $28,581 $416,081  

 

Enrique Hernandez, Jr.

 

$

87,500

(5)(7)(8) 

 

$

225,000

 

 

 

—      

 

$

10,654

 

 

$

323,154

 

Marillyn A. Hewson(9)

 

 

—      

 

 

—      

 

 

—      

 

 

—      

 

 

—      

Jon M. Huntsman Jr.(10)

 

$

29,258

 

 

$

156,387

 

 

 

—      

 

$

179

 

 

$

185,824

 

Charles W. Moorman IV

 

$

45,000

(5)(6)(7) 

 

$

225,000

 

 

$

90,000

(5) 

 

$

10,654

 

 

$

370,654

 

Enrique Hernandez, Jr.

 $172,500(3) $235,000 $10,000 $417,500  

 

Marillyn A. Hewson

Marillyn A. Hewson

 $152,500(5) $235,000 $10,000 $397,500  

 

Jon M. Huntsman Jr.

Jon M. Huntsman Jr.

 $152,500 $235,000 —
 $387,500  

 

Charles W. Moorman

Charles W. Moorman

 $177,500(3)(5) $235,000 $10,000 $422,500  

 

Dambisa F. Moyo

 

$

150,000

 

 

$

225,000

 

 

 

—      

 

$

654

 

 

$

375,654

 

Dambisa F. Moyo

 $152,500 $235,000 —
 $387,500  

 

Debra Reed-Klages

 

$

150,000

(6) 

 

$

225,000

 

 

 

—      

 

$

654

 

 

$

375,654

 

Debra Reed-Klages

 $182,500(3) $235,000 —
 $417,500  

 

Ronald D. Sugar

 

$

200,000

(5)(6)(11) 

 

$

225,000

 

 

 

—      

 

$

10,654

 

 

$

435,654

 

Inge G. Thulin

 

$

12,500

(12) 

 

 

—      

 

 

 

—      

 

 

—      

 

$

12,500

 

Ronald D. Sugar

 $ 75,000(5)(6) — $15,751
 $ 90,751  

 

D. James Umpleby III

 

$

 

150,000

 

(6) 

 

 

$

 

225,000

 

 

 

 

 

 

—      

 

 

 

$

 

654

 

 

 

 

$

 

375,654

 

 

 

D. James Umpleby III

 $152,500(5) $235,000 $10,000 $397,500  

 

Cynthia J. Warner

Cynthia J. Warner

 $152,500(5) $235,000 $10,000 $397,500  

 

Chevron Corporation 2024 Proxy Statement

25

director compensation

 

(1)

Form of compensation elected by a Director, as described above, can result in differences in reportable compensation.

(2)

Amounts reflect the aggregate grant date fair value for RSUs granted in 20202023 under the NED Plan. We calculate the grant date fair value of these awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Compensation–Stock Compensation (“ASC Topic 718”), for financial reporting purposes. The grant date fair value of these RSUs was $93.30$153.12 per unit, the closing price of Chevron common stock on May 26, 2020, except for the prorated award for Gov. Huntsman. For Gov. Huntsman, the grant date fair value of these RSUs was $76.35 per unit, the closing price of Chevron common stock on September 15, 2020, the day he joined the Board. Gov. Huntsman received a prorated grant of 2,048 RSUs for the compensation period covering September 15, 2020, through May 25, 2021.30, 2023. RSUs accrue dividend equivalents, the value of which is factored into the grant date fair value.value, and vest on the earlier of 12 months or the day preceding the first Annual Meeting following the date of the grant. For purposes of this table only, estimates of forfeitures related to service-based vesting conditions for awards have been disregarded. RSUs are payable in Chevron common stock.

At December 31, 2020, the following Directors had the following number of shares subject to outstanding stock awards or deferrals:

At December 31, 2023, the following non-employee Directors had the following number of shares subject to outstanding stock awards, deferrals, or stock options:

 

Name

 

Restricted
stock(a)

 

 

Stock units(a)

 

 

RSUs(a)

 

 

Stock units from
Director’s
deferral of cash
retainer(b)

 

 

Total

 

   Stock
units(a)		  RSUs(a)  Stock units
from Director’s
deferral of
cash retainer(b)		  Stock
options(c)		  Total

Wanda M. Austin

  –       –      2,485   –      2,485 

Wanda M. Austin

Wanda M. Austin

Wanda M. Austin

Wanda M. Austin

    —     1,565     —     —     1,565 

John B. Frank

  –       –      7,906   –      7,906 

John B. Frank

John B. Frank

John B. Frank

John B. Frank

    —     14,251     —     14,413     28,664 

Alice P. Gast

  –       –      17,062   –      17,062 

Alice P. Gast

Alice P. Gast

Alice P. Gast

Alice P. Gast

    —     24,584     —     —     24,584 

Enrique Hernandez, Jr.

  –       –      19,586  1,369  20,955 

Enrique Hernandez, Jr.

Enrique Hernandez, Jr.

Enrique Hernandez, Jr.

Enrique Hernandez, Jr.

    —     27,431     1,544     —     28,975 

Marillyn A. Hewson

  –       –       –       –       –     

Marillyn A. Hewson

Marillyn A. Hewson

Marillyn A. Hewson

Marillyn A. Hewson

    —     6,527     3,233   �� —     9,760 

Jon M. Huntsman Jr.

  –       –      2,076   –      2,076 

Charles W. Moorman IV

  –       –      22,089  11,095  33,184 

Jon M. Huntsman Jr.

Jon M. Huntsman Jr.

Jon M. Huntsman Jr.

Jon M. Huntsman Jr.

    —     1,565     —     —     1,565 

Charles W. Moorman

Charles W. Moorman

Charles W. Moorman

Charles W. Moorman

Charles W. Moorman

    —     30,256     16,107     28,809     75,172 

Dambisa F. Moyo

  –       –      2,485   –      2,485 

Dambisa F. Moyo

Dambisa F. Moyo

Dambisa F. Moyo

Dambisa F. Moyo

    —     5,329     —     —     5,329 

Debra Reed-Klages

  –       –      5,564  1,099  6,663 

Debra Reed-Klages

Debra Reed-Klages

Debra Reed-Klages

Debra Reed-Klages

    —     11,608     1,240     —     12,848 

Ronald D. Sugar

 2,811  8,603  39,526  17,710  68,650 

Inge G. Thulin

  –       –      11,016  648  11,664 

Ronald D. Sugar

Ronald D. Sugar

Ronald D. Sugar

Ronald D. Sugar

    9,708     48,368     19,984     —     78,060 

D. James Umpleby III

  

 

–    

 

 

 

  

 

–    

 

 

 

  

 

2,485

 

 

 

  

 

–    

 

 

 

  

 

2,485

 

 

 

D. James Umpleby III

D. James Umpleby III

D. James Umpleby III

D. James Umpleby III

    —     1,565     —     —     1,565 

Cynthia J. Warner

Cynthia J. Warner

Cynthia J. Warner

Cynthia J. Warner

Cynthia J. Warner

    —     2,913     133     —     3,046 

 

 (a)

Represents awards of restricted stock and dividends and stock units and dividend equivalents from 2005 through 2006 and awards of RSUs and dividend equivalents beginning in 2007, rounded to whole units. Awards of restricted stock are fully vested and are settled in shares of Chevron common stock upon retirement. Awards of stock units and deferred RSUs are settled in shares of Chevron common stock in either one or 10 annual installments following the Director’s retirement, resignation, or death. RSUs not deferred are settled in shares upon vesting on the earlier of 12 months or the day preceding the first Annual Meeting following the date of the grant. The terms of awards of RSUs are described above.

 

 (b)

Represents deferred compensation and dividend equivalents, rounded to whole units. Distribution will be made in either one or 10 annual installments. Any deferred amounts unpaid at the time of a Director’s death are distributed to the Director’s beneficiary.

 

(3)(c)

ForRepresents nonstatutory/nonqualified stock options awarded under the NED Plan prior to December 31, 2021. Effective December 31, 2021, non-employee Directors electingmay no longer elect to receive stock options in lieu of all or a portiontheir cash retainer. Any outstanding stock options previously granted remain outstanding under the terms of the annual cash retainer,original grant until the stock options are granted on the date of the Annual Meeting at which the Director is elected, with 50 percent vested on November 27, 2020, and 50 percent vesting on May 25, 2021. The aggregate grant date fair value is being reported as compensation in 2020, the year of grant, notwithstanding the Annual Compensation Cycle covering the period from May 27, 2020, through May 25, 2021. exercised or expire.

The stock options are exercisable for that number of shares of Chevron common stock determined by dividing the amount of the cash retainer subject to the election by the Black-Scholes value of a stock option on the date of grant. Elections to receive stock options in lieu of any portion of cash compensation must be made by December 31 in the year preceding the year in which the stock options are granted. The stock options have an exercise price based on the closing price of Chevron common stock on the date of grant.

Amounts reported here reflect the aggregate grant date fair value for stock options granted on May 27, 2020. The grant date fair value was determined in accordance with ASC Topic 718 for financial reporting purposes. The grant date fair value of each option is calculated using the Black-Scholes model. Stock options granted on May 27, 2020, have an exercise

Chevron Corporation—2021 Proxy Statement    19

  director compensation  

price of $93.90 and a grant date fair value of $14.12. The assumptions used in the Black-Scholes model to calculate this grant date fair value were: an expected life of 6.6 years, a volatility rate of 29.3 percent, a risk-free interest rate of 0.48 percent, and a dividend yield of 4.71 percent. For purposes of this table only, estimates of forfeitures related to service-based vesting conditions have been disregarded.

Dr. Austin and Messrs. Frank and Moorman each elected to receive all or a part of their 2020 annual cash compensation in the form of stock options. The number of stock options granted in 2020 was 12,039 to Dr. Austin, 2,655 to Mr. Frank, and 6,373 to Mr. Moorman. One-half of the stock options vested on November 27, 2020, and the remaining half vests on May 25, 2021. Stock options expire after 10 years.

At December 31, 2020, Dr. Austin had 23,471, Mr. Frank had 12,003, and Mr. Moorman had 28,809 outstanding, vested and unvested stock options. Under the NED Plan,Non-employee Directors who retire in accordance with Chevron’s Director Retirement Policy have until 10 years from the date of grant to exercise any outstanding options. Stock options do not accrue dividends or dividend equivalents.

 

Chevron Corporation 2024 Proxy Statement

26

director compensation

(4)(2)

All Other Compensation for 20202023 includes the following items:

 

Name

 

 

Insurance(a)

 

 

 

Perquisites(b)

 

 

 

Charitable(c)

 

 Perquisites(a) Charitable(b)

Wanda M. Austin

 

$    654

 

–

 

$    10,000

Wanda M. Austin

 —
 $10,000

John B. Frank

 

$    654

 

–

 

$    10,000

John B. Frank

 —
 $10,000

Alice P. Gast

 

$    654

 

–

 

      –

Alice P. Gast

 $18,581 $10,000

Enrique Hernandez, Jr.

 

$    654

 

–

 

$    10,000

Enrique Hernandez, Jr.

 —
 $10,000

Marillyn A. Hewson

 

      –

 

–

 

      –

Marillyn A. Hewson

 —
 $10,000

Jon M. Huntsman Jr.

 

$    179

 

–

 

      –

Charles W. Moorman IV

 

$    654

 

–

 

$    10,000

Jon M. Huntsman Jr.

 —
 —

Charles W. Moorman

Charles W. Moorman

 —
 $10,000

Dambisa F. Moyo

 

$    654

 

–

 

      –

Dambisa F. Moyo

 —
 —

Debra Reed-Klages

 

$    654

 

–

 

      –

Debra Reed-Klages

 —
 —

Ronald D. Sugar

 

$    654

 

–

 

$    10,000

Inge G. Thulin

 

      –

 

–

 

      –

Ronald D. Sugar

 $15,751
 —

D. James Umpleby III

 

$    654

 

 

–

 

 

      –

 

D. James Umpleby III

 —
 $10,000

Cynthia J. Warner

Cynthia J. Warner

 —
 $10,000

 

 (a)

Amounts reflectReflects perquisites and personal benefits received by a Director in 2023 to the annualized premiumextent that the total value of such perquisites and personal benefits was equal to or exceeded $10,000. For Drs. Gast and Sugar, amount includes expenses for accidental deaththe actual aggregate incremental cost incurred in connection with spousal attendance at a company event, including transportation and dismemberment insurance coverage paid by Chevron.meals. The amount for Dr. Sugar also includes the value of gifts presented upon his retirement. A holiday gift was given to each Director.

 

 (b)

Perquisites and personal benefits did not equal or exceed $10,000 for any Director in 2020.

(c)

Amounts reflect payments made to charitable organizations under Chevron Humankind, our charitable matching gift and community involvement program, to match donations made by the non-employeeDirectors in 2020.2023.

 

(5)(3)

Amount includes the additional retainer paid for serving as a Board Committee Chair during 2020.2023.

 

(6)(4)

Amount includes the additional cash retainer paid for serving as Lead Director during 2023.

(5)

Director has elected to defer all or a portion of the cash retainer under the NED Plan in 2020. None of the earnings under the NED Plan are above market or preferential.2023.

 

(7)(6)

Messrs. Frank, Hernandez, and Moorman each elected to receive all or a portion of his 2020 cash retainer coveringDr. Sugar retired from the period from January 1, 2020, throughBoard on May 26, 2020, in the 2019 Annual Compensation Cycle in stock options in lieu of cash. Accordingly, all or a portion of the cash retainer was reported as compensation in 2019.31, 2023.

 

(8)

Reflects Mr. Hernandez’s cash retainer covering the period from May 27, 2020, through December 31, 2020.

(9)

Ms. Hewson joined the Board on January 1, 2021; therefore, she received no compensation in 2020.

(10)

Gov. Huntsman joined the Board on September 15, 2020.

(11)

Amount includes the additional cash retainer paid for serving as Lead Director during 2020.

(12)

Mr. Thulin resigned from the Board effective January 1, 2020. Reflects Mr. Thulin’s cash retainer paid in January 2020 for his service as a Director for the period December 1, 2019, through December 31, 2019.

20    Chevron Corporation—2021Chevron Corporation 2024 Proxy Statement

27

corporate governance

overview

overview

Chevron is governed by a Board of Directors and Board Committees that meet throughout the year. Directors discharge their responsibilities at Board and Committee meetings and through other communications with

management. Your Board is committed to strong corporate governance structures and practices that help Chevron compete more effectively, sustain its success, and build long-termlong- term stockholder value.

role of the board of directors

YourThe Board oversees and provides guidance for Chevron’s business and affairs. The Boardaffairs and oversees management’s development and implementation of Chevron’s strategy and business planning process. The Board monitors corporate performance, the integrity of Chevron’s financial controls, and the effectiveness of its legal compliance and enterprise risk management programs. This is generally a year-round

process, culminating in Board reviews of Chevron’s strategic plan, its business plan, the next year’s capital expenditures budget, and key financial and operational indicators. YourThe Board also oversees management and the succession of key executives.

corporate governance guidelines

Your Board has adopted Corporate Governance Guidelines to provide a transparent framework for the effective governance of Chevron. The Corporate Governance Guidelines are reviewed regularly and updated as appropriate. The full text of the Corporate Governance Guidelines can be found on our website at www.chevron.com/investors/corporate-governance. The guidelines address, among other topics:

Role of the Board

Board succession planning and membership criteria

Director independence

Board size

Director terms of office

Election of Directors

Other Board memberships

Director retirement policy

Number and composition of Board Committees

Board leadership and Lead Director

Executive sessions
Business Conduct and Ethics Code

Confidentiality

Succession planning

Board compensation

Board access to management and other employees

Director orientation and education

Evaluation of Board performance

Chief Executive Officer performance review

Director and officer stock ownership guidelines

Access to outside advisors

Board agenda and meetings
 

 

Chevron Corporation 2024 Proxy Statement

28

corporate governance

board leadership structure

Under Chevron’s By-Laws, the positions of Chairman of the Board and Chief Executive Officer are separate positions that may be occupied by the same person at the discretion of the Board. Chevron’s independent Directors select the Chairman of the Board annually. Thus, the Board has great flexibility to choose its optimal leadership structure depending upon Chevron’s particular needs and circumstances and to organize its functions and conduct its business in the most effective manner.

Annually, the Governance Committee conducts an assessment of Chevron’s corporate governance structures and processes, which includes a review of Chevron’s Board leadership structure and whether combining or separating the roles of Chairman and CEO is in the best interests of Chevron’s stockholders. At present, Chevron’s Board believes that it is in the stockholders’ best interests for the CEO, Michael K. Wirth, to also serve as Chairman of the Board. The Board believes that having Mr. Wirth serve as Chairman fosters an important unity of leadership between the Board and management that is subject to effective oversight by the independent Lead Director and the other independent Directors. The Board believes that it benefits from the significant knowledge, insight, and perspective of Chevron and the energy industry that Mr. Wirth has gained throughout his 3841 years with Chevron. Our business is highly complex, and our projects often have long lead times, with many of our major capital projects taking more than 10 years from the exploration phase to first production. The Board believes that Mr. Wirth’s in-depth

knowledge of the Company, coupled with his extensive industry expertise, makes him particularly qualified to lead discussions of the Board.Board discussions. Having Mr. Wirth serve as Chairman also promotes better alignment of Chevron’s long-term strategic development with its operational execution. Also, as a global energy company that negotiates concessions and leases with host-country governments around the world, it is advantageous to the Company for the CEO to represent the Chevron Board in such dialogues as its Chairman.

Significantly, the Board does not believe that combining the roles creates ambiguity about reporting relationships. GivenThe independent Directors believe it is clear that Mr. Wirth reports to and is accountable to the independent Directors, given the role of the independent Lead Director discussed below and the fact that the independent Directors, pursuant to their powers under the By-Laws, have affirmatively selected Mr. Wirth for the positions of Chairman and CEO, annually set his compensation, and regularly evaluate his performance, the Board believes it is clear that Mr. Wirth reports and is accountable to the independent Directors.performance. Moreover, the Board does not believe that having the CEO also serve as Chairman inhibits the flow of information and interactions betweenamong the Board, management, and other Company personnel. To the contrary, the Board has unfettered access to management and other Company employees, and the Board believes that having Mr. Wirth in the roles of both Chairman and CEO facilitates the flow of information and communications between the Board and management, which enhances the Board’s ability to obtain information and to monitor management.

Chevron Corporation—2021 Proxy Statement    21

  corporate governance  

independent lead director

Your Board recognizes the importance of independent Board oversight of the CEO and management and has developed policies and procedures designed to ensure independent oversight. In addition to conducting an annual review of the CEO’s performance, the independent Directors meet in executive session at each regular Board meeting, andduring which they discuss management’s performance and routinely formulate guidance and feedback, which the independent Lead Director provides to the CEO and other members of management.

Further, when the Board selects the CEO to also serve as Chairman, the independent Directors annually select an independent Lead Director, currently Dr. Sugar.Austin. The Board routinely reviews the Lead Director’s responsibilities to ensure that these responsibilities enhance its independent oversight of the CEO and management and the flow of information and interactions betweenamong the Board, management, and other Company personnel. Annually the Lead Director leads the independent Directors’ review of candidates for all senior management positions. This succession planning process includes consideration ofplanning for both ordinary course succession, in the event of planned promotions and retirements, and planning for situations wherein which the CEO or another member of senior management unexpectedly becomes unable to perform the duties of their positions.

The Lead Director and the Chairman collaborate closely on Board meeting schedules, and agendas, and information provided to the Board. These consultations andschedules, agendas, and the information provided to the Board frequently reflect input and suggestions from other members of the Board and management. You can read more about these particular processes in the “Board Agenda and Meetings” section of Chevron’s Corporate Governance Guidelines.

Any stockholder can communicate with the Lead Director or any of the other Directors in the manner described in the “Communicating with

With the Board” section of this Proxy Statement.

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corporate governance

As described in the “Board Leadership and Lead Director” section of Chevron’s Corporate Governance Guidelines, the Lead Director’s responsibilities are to:

Chair all meetings of the Board in the Chairman’s absence;

Chair the executive sessions;

•

Lead non-employee Directors in an annual discussion of the performance evaluation of the CEO as well as communicate that evaluation to the CEO;

Oversee the process for CEO succession planning;

Lead the Board’s review of the Governance Committee’s assessment and recommendations from the Board self-evaluation process;

Lead the individual Director evaluation process;

Serve as liaison between the Chairman and the independent Directors;

Consult with the Chairman on and approve agendas and schedules for Board meetings and other matters pertinent to the Corporation and the Board;

Be available to advise the Committee Chairs in fulfilling their designated roles and responsibilities;

Participate in the interview process for prospective directors with the Governance Committee;

Call meetings of the independent Directors and special meetings of the Board; and

Be available as appropriate for consultation and direct communication with major stockholders.

Also, as discussed in more detail in the “Environmental, Social, and Governance“Year-Round Stockholder Engagement” section of this Proxy Statement, the Board encourages a robust investor engagement program. During these engagements, Board leadership is a frequent topic of discussion. In general, investors, including those who are philosophically opposed to

combining the positions of Chairman and CEO, have overwhelmingly communicated to Chevron that they have minimal, if any, concerns about your Board or individual Directors or about Chevron’s policies and leadership structure. More specifically, these investors have voiced confidence in the strong counterbalancing structure of the robust independent Lead Director role. Dr. Austin has participated in engagements with our largest stockholders on multiple occasions over the past five years.

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corporate governance

director independence

Your Board has determined that each Director who served in 2023 (Drs. Austin, Gast, and Sugar, Mses. Hewson, Moyo, Reed-Klages, and Warner, and Messrs. Frank, Hernandez, Huntsman, Moorman, and Umpleby), except for Mr. Wirth, is independent in accordance with the NYSE Corporate Governance Standards and that no material relationship exists with Chevron other than as a Director.

For a Director to be considered independent, the Board must determine that the Director does not have any material relationship with Chevron, other than as a Director. In making its determinations, the Board adheres to the specific tests for independence included in the NYSE Corporate Governance Standards. In addition, the Board has determined that the following relationships of Chevron Directors occurring within the last fiscal year are categorically immaterial to a determination of independence if the relevant transaction was conducted in the ordinary course of business:

A director of another entity if business transactions between Chevron and that entity do not exceed $5 million or 5% of the receiving entity’s consolidated gross revenues, whichever is greater;

An employee of another entity if business transactions in the most recent fiscal year between Chevron and that entity do not exceed $250,000 or 0.5% of the receiving entity’s consolidated gross revenues for that year, whichever is greater;

A director of another entity if Chevron’s discretionary charitable contributions to that entity do not exceed $1 million or 2% of that entity’s gross revenues, whichever is greater, and if the charitable contributions are consistent with Chevron’s philanthropic practices; and

A relationship arising solely from a Director’s ownership of an equity or limited partnership interest in a party that engages in a transaction with Chevron as long as the Director’s ownership interest does not exceed 2% of the total equity or partnership interest in that other party.

These categorical standards are contained in our Corporate Governance Guidelines, which are available on our website at www.chevron.com/investors/corporate-governance and are available in print upon request.

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corporate governance

board committees

Chevron’s Board of Directors has four standing Committees: Audit; Board Nominating and Governance; Management Compensation; and Public Policy and Sustainability. The Audit, Board Nominating and Governance, and Management Compensation Committees are each constituted and operated according to the independence and other requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the NYSE Corporate Governance Standards. Each independent Director, including each member of the Management Compensation Committee, is a “non-employee” director under the SEC rules related to Section 16 reporting. In addition, each member of the Audit Committee is financially literate and an “audit committee financial expert,” as such terms are defined under the NYSE Corporate Governance Standards and the Exchange Act and related rules.

Each Committee is chaired by an independent Director who determines the agenda, the frequency, and the length of the meetings and who has unlimited access to management, information, and outside advisors, as necessary. Each non-employee Director generally serves on one or two Committees. Committee members serve staggered terms, enabling Directors to rotate periodically to different Committees. Four- to six-year terms for Committee Chairs facilitate rotation of Committee Chairs while preserving experienced leadership.

Each Committee operates under a written charter that sets forth the purposes and responsibilities of the Committee as well as qualifications for Committee membership. Each Committee assesses the adequacy of its charter periodically and recommends changes to the Governance Committee. All Committees report regularly to the full Board of Directors with respect to their activities. Committee charters can be viewed on Chevron’s website at www.chevron.com/investors/corporate-governance.

board and committee meetings and attendance

In 2023, your Board held six regular Board meetings and four special Board meetings, with each regular meeting including an executive session of independent Directors led by our independent Lead Director. In addition, 24 Committee meetings were held in 2023, which included nine Audit Committee, six Governance Committee, four Management Compensation Committee, and four Public Policy and Sustainability Committee meetings, and one joint meeting of the Governance and the Public Policy and Sustainability Committees. All Directors attended at least 95% of their Board and Committee meetings in 2023. Chevron’s policy regarding Director attendance at the Annual Meeting, as described in the “Board Agenda and Meetings” section of Chevron’s Corporate Governance Guidelines (available at www.chevron.com/investors/corporate-governance), is that all Directors are expected to attend the Annual Meeting, absent extenuating circumstances. All Directors attended the 2023 Annual Meeting.

board and committee evaluations

Each year, your Board and its Committees perform a rigorous and comprehensive self-evaluation of the Board, Board Committees, and individual Directors to assess effectiveness and identify specific areas for improvement. As required by Chevron’s Corporate Governance Guidelines, the Governance Committee oversees this process, which includes the following:

Each Director completes a performance evaluation providing detailed and anonymous input and identifying specific areas for improvement regarding the performance and effectiveness of the Board, the Board Committees, and individual Directors.

For a more rigorous evaluation of individual Director performance, each Director completes a separate performance evaluation of each independent Director and submits the evaluations to outside counsel retained by the Company at the Governance Committee’s request. Outside counsel compiles the results of the evaluations into an individualized report on each independent Director, which are sent to the Lead Director for consideration and action as appropriate (the Chair of the Audit Committee receives the report on the Lead Director).

The Lead Director meets individually with each independent Director to review the report prepared by outside counsel and provides feedback (the Chair of the Audit Committee meets with the Lead Director to review the report on the Lead Director). The Lead Director also uses these meetings to obtain further insight into matters relating to the Board and Board Committee evaluations.

The Governance Committee reviews the results and feedback from the Board and Board Committee evaluation process and makes recommendations to the Board for improvements, as appropriate. The independent Lead Director leads a discussion of the evaluation results during an executive session of the Board and communicates relevant feedback to the CEO. Your Board has successfully used this process to evaluate Board, Committee, and individual Director effectiveness, and to identify opportunities to strengthen the Board.

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corporate governance

audit committee summary

Purpose: The Audit Committee assists your Board in fulfilling its responsibility to provide independent, objective oversight of Chevron’s financial reporting and internal control processes.

 

 

 

LOGO

As described

Debra

Reed-Klages

(Chair)

LOGO

John B.

Frank

LOGO

Marillyn A.

Hewson

LOGO

Dambisa F.

Moyo

Independence: Each member is independent
under the NYSE Corporate Governance
Standards and SEC rules

Financial expert: Each member is “financially
literate” and an “audit committee financial
expert,” as such terms are defined under the
NYSE Corporate Governance Standards and
the Exchange Act and related rules

committee charter:

www.chevron.com/investors/corporate-governance/audit-committee

committee meetings held in 2023: 9

committee functions:

Selects the independent registered public accounting firm for endorsement by the Board and ratification by the stockholders

Reviews reports of the independent registered public accounting firm and internal auditors

•Reviews and approves the scope and cost of all services (including non-audit services) provided by the independent registered public accounting firm

Monitors the effectiveness of the audit process and financial reporting

Monitors the maintenance of an effective internal audit function
Reviews the adequacy of accounting, internal control, auditing, and financial reporting matters

Monitors implementation and effectiveness of Chevron’s compliance policies and procedures

Assists the Board in fulfilling its oversight of enterprise risk management, particularly financial risks, including, but not limited to, financial risk exposures related to cybersecurity, and sustainability and climate change risks, and Chevron’s Operational Excellence audit and assurance process

Evaluates the effectiveness of the Audit Committee

committee oversight of risk:

Assists the Board in fulfilling its oversight of accounting and financial reporting processes, including the audits and integrity of Chevron’s financial statements; financial risk exposures (including tax) as part of Chevron’s broad enterprise management program; Chevron’s Operational Excellence (“OE”) audit and assurance process; the qualifications, performance, and independence of the independent auditor; the effectiveness of internal controls over financial reporting; and the implementation and effectiveness of Chevron’s compliance programs and Internal Audit function

Meets with and reviews reports from Chevron’s independent registered public accounting firm and internal auditors

Discusses Chevron’s policies with respect to financial risk assessment and financial risk management, including, but not limited to, cybersecurity and sustainability and climate change risks

Meets with Chevron’s Chief Compliance Officer and certain members of Chevron’s Compliance Policy Committee to

receive information regarding compliance policies and procedures and internal controls

Meets with Chevron’s Chief Information Officer and Chief Information Security Officer at least twice a year to review cybersecurity implications and risk management on financial exposures

Meets with Chevron’s General Manager who oversees OE audit and assurance at least once a year to review findings of OE audits and corrective actions being taken to address priority findings

Meets with Chevron’s General Counsel to review significant litigation matters

Meets with Chevron’s General Tax Counsel to review significant tax matters

Reports its discussions to the full Board for consideration and action when appropriate

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corporate governance

board nominating and governance committee summary

Purpose: The Board Nominating and Governance Committee is responsible for recommending to the Board qualified Director candidates for consideration, assisting the Board in organizing itself to discharge its duties and responsibilities, and providing oversight of Chevron’s governance practices and policies.

LOGO

Wanda M.

Austin

(Chair)

LOGO

Alice P.

Gast

LOGO

Charles W.
Moorman

LOGO

D. James

Umpleby III

Independence: Each member is independent
under the NYSE Corporate Governance
Standards

committee charter:

www.chevron.com/investors/corporate-governance/board-nominating-governance

committee meetings held in 2023: 7

committee functions:

Evaluates the effectiveness of the Board and its Committees and recommends changes to improve Board, Board Committee, and individual Director effectiveness

Assesses the size and composition of the Board to evaluate the skills and experience that are currently represented, as well as the skills and characteristics that the Board may find valuable in the future, including, but not limited to, diversity, business leadership, finance, policy, and environmental and climate change experience

Engages in succession planning for the Board and key leadership roles on the Board and its Committees

Recommends prospective Director nominees

Oversees the orientation process for new Directors and ongoing education for Directors
•Reviews and approves non-employee Director compensation

•Evaluates and recommends changes as appropriate in the “Board Leadership and Lead Director” section of Chevron’s Corporate Governance Guidelines, the Lead Director’s responsibilities are to:Restated Certificate of Incorporation, By-Laws, and other Board- adopted governance provisions

Assesses stock ownership guidelines for Directors and the Directors’ ownership relative to the guidelines

Reviews stockholder proposals and recommends (in conjunction with the Public Policy and Sustainability Committee) Board responses to proposals

Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with Chevron’s corporate governance practices and processes

Evaluates the effectiveness of the Governance Committee

committee oversight of risk:

Assists the Board in fulfilling its oversight of risks that may arise in connection with Chevron’s governance practices and processes

Conducts an annual evaluation of Chevron’s governance practices with the help of the Corporate Governance Department

Discusses risk management in the context of general governance matters, including topics such as Board succession planning to ensure desired skills and attributes are represented, including, but not limited to, diversity, business leadership, finance, policy, and environmental and climate

change experience; Board and individual Director assessment; delegations of authority and internal approval processes; stockholder proposals and activism; and Director and officer liability insurance

In conjunction with the Public Policy and Sustainability Committee, oversees Chevron’s stockholder engagement program and makes recommendations regarding stockholder engagement

Reports its discussions to the full Board for consideration and action when appropriate

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corporate governance

management compensation committee summary

Purpose: The Management Compensation Committee assists the Board in overseeing the Company’s executive compensation strategy and governance, compensation philosophy, policies, design, and administration to allow for executive attraction, retention, diversity, and alignment with stockholder interests.

LOGO

 

•  chair all meetings of the Board in the Chairman’s absence;Charles W.

Moorman

(Chair)

LOGO

 

•  chair the executive sessions;Wanda M.
Austin

LOGO

 

•  lead non-management Directors in an annual discussion of the performance evaluation of the CEO as well as communicate that evaluation to the CEO;Enrique

Hernandez, Jr.

LOGO

 

•  overseeJon M.

Huntsman Jr.

Independence: Each member is
independent under the process for CEO succession planning;NYSE Corporate
Governance Standards

committee charter:

www.chevron.com/investors/corporate-governance/ management-compensation

committee meetings held in 2023: 4

committee functions:

Conducts an annual review of the CEO’s performance

Reviews and recommends to the independent Directors salary and the short-term and long-term incentive compensation for the CEO

Evaluates performance for executive officers, other than the CEO, and other senior leaders under their purview

Reviews and approves salaries and short-term and long-term incentive compensation for executive officers other than the CEO

Reviews the annual Compensation Discussion and Analysis (“CD&A”) and recommends to the independent Directors to include in the Proxy Statement

Oversees the design and administration of Chevron’s executive compensation programs, policies, and benefit plans
Reviews Chevron’s strategies and supporting processes for executive retention and diversity

Reviews and approves an executive compensation philosophy that aligns with Chevron’s strategy and stockholder interests, including those related to sustainability and climate change risks and opportunities

Reviews and approves peer group(s) used to benchmark executive compensation levels, program design and practices, and relative performance

Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with Chevron’s compensation programs

Evaluates the effectiveness of the Management Compensation Committee

committee oversight of risk:

Assists the Board in fulfilling its oversight of risks that may arise in connection with Chevron’s compensation programs and practices

Reviews the design and goals of Chevron’s compensation programs and practices in the context of possible risks to Chevron’s financial and reputational well-being, and alignment with stockholders’ interests, including those related to sustainability and climate change risks and opportunities
Reviews Chevron’s strategies and supporting processes for executive retention and diversity

Reports its discussions to the full Board for consideration and action when appropriate

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corporate governance

public policy and sustainability committee summary

Purpose: The Public Policy and Sustainability Committee assists the Board in overseeing environmental, social, human rights, political, and public policy matters relevant to Chevron’s activities and performance and in effectively responding to stockholder concerns related to these key topics.

LOGO

 

•  lead the Board’s review of the Governance Committee’s assessment and recommendations from the Board self-evaluation process;Enrique

Hernandez, Jr.

(Chair)

LOGO

 

•  lead the individual Director evaluation process;Alice P.

Gast

LOGO

 

•  serve as liaison between the Chairman and the independent Directors;Jon M.

Huntsman Jr.

LOGO

 

•  consult with the Chairman on and approve agendas and schedules for Board meetings and other matters pertinent to the Corporation and the Board;D. James

Umpleby III

LOGO

 

•  be available to adviseCynthia J.

Warner

Independence: Each
member is independent
under the Committee Chairs of the Board in fulfilling their designated rolesNYSE
Corporate Governance
Standards

committee charter:

www.chevron.com/investors/corporate-governance/public-policy

committee meetings held in 2023: 5

committee functions:

Identifies, monitors, and evaluates domestic and international environmental, social, human rights, political, and public policy matters, including those related to sustainability and climate change, that are relevant to Chevron’s activities and performance

Assists the Board in devoting appropriate attention and effective response to stockholder concerns regarding such issues

Recommends to the Board policies, programs, and practices concerning support of charitable, political, and educational organizations

Reviews annually the policies, procedures, expenditures, and public disclosure practices related to Chevron’s political

activities, including political contributions and responsibilities;direct and indirect lobbying

Reviews stockholder proposals and recommends (in conjunction with the Governance Committee) Board responses to proposals

Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with the environmental, social, human rights, political, and public policy aspects of Chevron’s activities, and in doing so directs that the Company consider a broad range of perspectives

Evaluates the effectiveness of the Public Policy and Sustainability Committee

committee oversight of risk:

Assists the Board in fulfilling its oversight of risks that may arise in connection with the social, political, environmental, human rights, and public policy aspects of Chevron’s business and the communities in which it operates

Provides oversight and guidance on and receives reports regarding environmental matters, including those related to sustainability and climate change, in connection with Chevron’s projects and operations

Discusses risk management in the context of, among other things, legislative and regulatory initiatives (including political

activities such as political contributions and lobbying), safety and environmental stewardship, community relations, government and nongovernmental organization relations, and Chevron’s global reputation

In conjunction with the Governance Committee, oversees Chevron’s stockholder engagement program and makes recommendations regarding stockholder engagement

Reports its discussions to the full Board for consideration and action when appropriate

Chevron Corporation 2024 Proxy Statement

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corporate governance

board oversight of strategy

The Board of Directors provides guidance to and oversight of management with respect to Chevron’s business strategy throughout the year. The Board dedicates at least one meeting each year to focus on Chevron’s strategic planning. In five of the past six years, the Board participated in expanded offsite strategy sessions that included presentations by third-party experts to discuss energy transition issues. In addition, various elements of strategy are discussed at every Board meeting, as well as at many meetings of the Board’s Committees. The Board also dedicates one meeting each year to review Chevron’s five-year business plan and to endorse the business plan, performance objectives, and capital and exploratory budget for the coming year. Chevron’s strategic plan sets direction, aligns our organization, and differentiates us from the competition. The Board guides our actions to successfully manage risk and deliver stockholder value. The Board and the Board Committees oversee fundamental components of Chevron’s strategic plan, and management is charged with executing the business strategy. In order to assess performance against our strategic plan, the Board receives regular updates on progress and execution and provides guidance and direction throughout the year. In addition, the vice president of Chevron Strategy & Sustainability is a member of the Global Issues Committee, an executive-level committee that oversees the development of Chevron’s policies and positions related to global issues that may have significant impact on Chevron’s business interests and reputation. The vice president of Chevron Strategy & Sustainability also serves as secretary to the Public Policy and Sustainability Committee, helping to connect the Global Issue Committee’s work to the Board’s Public Policy and Sustainability Committee.

higher returns, lower carbon

At Chevron, we believe the future of energy is lower carbon, and we support the global ambitions of the Paris Agreement. Affordable, reliable, ever-cleaner energy is essential to achieving a more prosperous world. Chevron’s strategy is to leverage our strengths to safely deliver lower carbon energy to a growing world. Our objective is to safely deliver higher returns, lower carbon, and superior stockholder value in any business environment.

We are building on our capabilities, assets, and customer relationships as we aim to lead in lower carbon intensity oil, products, and natural gas, as well as advance new products and solutions that reduce the carbon emissions of major industries. We aim to grow our oil and gas business, lower the carbon intensity of our operations, and grow lower carbon businesses in renewable fuels, carbon capture utilization and storage (“CCUS”) and offsets, hydrogen, and other emerging technologies.

Our Board has been heavily engaged in support of our energy transition strategy on our stockholders’ behalf. We intend to be a leader by delivering lower carbon energy to meet demand today and help develop new solutions for tomorrow. We’re doing this by:

Investing efficiently in high-return projects;

Lowering the carbon intensity of our operations through energy efficiency, methane management, flaring reduction, and other means;

Helping to reduce the carbon emissions of major industries by advancing new products and solutions, including renewable fuels, CCUS, hydrogen, and other emerging technologies, such as geothermal; and

Supporting innovation and transformational technology to scale lower carbon solutions.

In 2021, Chevron established planned capital spend of approximately $10 billion through 2028 to advance its lower carbon strategy.

LOGO

Chevron Corporation 2024 Proxy Statement

37

corporate governance

Lower carbon intensity of our operations:1 In 2021, we built upon our previously disclosed metrics and targets and updated greenhouse gas (“GHG”) emissions intensity targets through 2028, introduced a net zero aspiration by 2050 for upstream Scope 1 and 2 emissions, introduced the Portfolio Carbon Intensity (“PCI”) methodology to facilitate carbon-intensity accounting, and established a PCI target covering Scope 1, Scope 2, and certain Scope 3 emissions from use of products. The PCI metric encompasses the Company’s upstream and downstream business and includes Scope 1 (direct emissions), Scope 2 (indirect emissions from imported electricity and steam), and certain Scope 3 (primarily emissions from use of sold products) emissions. Our additional GHG emissions intensity metrics are equity- and commodity- based, which means that they represent Chevron’s ownership interest in our operated and nonoperated assets and consider the different uses of oil and gas (i.e., primarily transportation and power, respectively).

Our 2021 Climate Change Resilience Report (“CCRR”) – a report aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”) – describes our GHG intensity targets for oil, gas, flaring, and methane for 2028, and our 2022 Methane Report provides detailed information on our ongoing work to reduce methane intensity and improve methane emissions inventories. In our most recent 2023 CCRR, we provided an update to our net zero aspiration by 2050 for upstream Scope 1 and Scope 2 emissions, we highlighted our efforts to advance the deployment of methane detection technology and actions to improve our performance, and we explained our approach to assessing carbon performance on a lifecycle basis.

In alignment with the Paris Agreement requirement that governments report their performance in five-year stocktakes, we have set metrics for 2023 (which were achieved in 2020) and 2028 and intend to set targets every five years thereafter. The table below summarizes Chevron’s principal GHG emissions intensity reduction targets:

 

•  participate in the interview process for prospective directors with the Governance Committee;

•  call meetings of the independent Directors and special meetings of the Board; and

•  be available as appropriate for consultation and direct communication with major stockholders.

 

 

Chevron’s Portfolio Carbon Intensity (Scope 1, 2, and 3) equity-based reduction target for 2028

PCI

71

g CO2e/MJ

Aspiration: Net-Zero Upstream business by 2050 (Scope 1 and 2)

Chevron’s Upstream Carbon Intensity (Scope 1 and 2) reduction targets for 2028

Upstream Carbon Intensity Equity-Based Targets

Oil

24

kg CO2e/boe for oil (global industry averages 46)

Gas

24

kg CO2e/boe for gas (global industry averages 71)

  Methane  

2

kg CO2e/boe for methane and a global methane detection campaign

Flaring

3

0

kg CO2e/boe for overall flaring

routine flaring by 2030

 

CO2e
22    Chevron Corporation—2021 Proxy Statement

= carbon dioxide-equivalents  MJ = megajoules  boe = barrels of oil-equivalent  kg = kilogram  g = gram

Grow lower carbon businesses: We are also focused on growing businesses targeting harder-to-abate sectors, such as manufacturing, aviation, marine transport, and heavy-duty transportation. To accelerate progress, in 2021, we formed Chevron New Energies, an organization focused on areas where we believe we can build competitive advantages and that target these harder-to-abate sectors. Renewable fuels, CCUS and offsets, and hydrogen are key elements of our strategy, and we believe they are an important part of addressing climate change. These businesses will help advance our goal to reduce the carbon intensity of our own operations as well as help third-party customers in harder-to-abate sectors critical to the economy meet their lower carbon ambitions.

corporate governance  Renewable fuels are important products that can help reduce the lifecycle carbon intensity of transportation fuels while helping meet the world’s growing energy needs. We see CCUS opportunities in two areas: reducing the carbon intensity of our existing assets and building a carbon capture business, primarily through hubs with third-party emitters as partners and customers. We believe the use of lower carbon intensity hydrogen as a fuel source can help reduce the amount of GHG emissions entering the atmosphere; early use of traditional forms of hydrogen provide key opportunities to de-risk technology, enable development of supporting infrastructure including fuels stations, and contribute learnings. In addition, Chevron has a carbon trading organization, and as global demand grows, we expect to be a supplier of offsets.

 

1

Our ability to achieve any aspiration, target or objective outlined herein is subject to numerous risks, many of which are outside of our control. Examples of such risks include: (1) the continuing progress of commercially viable technologies and low- or non-carbon-based energy sources; (2) the granting of necessary permits by governing authorities; (3) the availability of cost-effective, verifiable carbon credits; (4) the availability of suppliers that can meet our sustainability and other standards; (5) evolving regulatory requirements affecting environmental, social, and governance standards or disclosures; (6) evolving standards for tracking and reporting on emissions and emissions reductions and removals; (7) customers’ and consumers’ preferences and use of the Company’s products or substitute products; and (8) actions taken by the Company’s competitors in response to legislation and regulations. Please refer to the risk factors regarding our aspirations, targets, and disclosures related to environmental, social, and governance matters included on pages 25-26 of Chevron’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

Chevron Corporation 2024 Proxy Statement

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corporate governance

Since 2019, the Management Compensation Committee has included milestones related to greenhouse gas management for the Chevron Incentive Plan (“CIP”) scorecard. To ensure accountability for our efforts to help advance a lower carbon future, we modified the 2021 CIP scorecard to include an Energy Transition category. In 2022, the CIP scorecard performance measures in the Energy Transition category were enhanced to include “renewable fuels,” “hydrogen,” and “carbon capture and offsets.” In the 2023 CIP scorecard, Lower Carbon has replaced the Energy Transition category, with performance measures that focus on “GHG management” and “New Energies.” The Lower Carbon category continues to respond to stockholder input and reinforces Chevron’s focus on reducing the carbon intensity of our oil and gas production and growing new energy businesses. The scorecard performance outcomes impact CIP payout for all eligible employees.

Reaching the ambitions of the Paris Agreement will require breakthroughs in technology and innovation, more ambitious government policy, the ability to attract and forge new partnerships, and many other important factors. No one country, no one industry, no one company acting alone can meet the world’s energy and climate goals. That’s why we intend to be the partner of choice for those with complementary strengths and shared aspirations.

human capital management

Chevron sitsChevron’s strategy requires the engagement of a skilled, high-performing workforce. The Board understands the importance of our workforce to the successful execution of our strategy and oversees our human capital strategy, including succession planning, our culture, and diversity and inclusion. The Board reviews executive succession planning at the epicenterleast twice per year, periodically receives updates on diversity, culture, and employee engagement, and interacts with employees at least twice per year during site visits and briefings at Company facilities, all of which is part of the futureBoard’s oversight of energy. In an ever-changing energy landscape, human capital management is essential to ensuring we can build a better tomorrow. Our approach is linked to the future of energy with a focus on higher returns and lower carbon. capital.

We believe human ingenuity fuels innovation and that the imagination and perseverance of people will deliver solutions to energy’s greatest challenges.

Our key human capital management objectives are focused on investinginvest in our peopleworkforce and our culture.culture, with the objective of engaging employees to develop their full potential to deliver energy solutions and enable human progress. We hire, develop, and strive to retain criticala diverse workforce of high-performing talent, and foster a culture that values diversity, inclusion, and employee engagement. The Chevron Way explains our beliefs, vision, purpose, and values. It guides how the Company’s employees work and establishes a common understanding of our culture and aspirations. Our leadership is accountable for the Company’s investment in people and the Company’s culture. This includes reviews of metrics addressing critical function hiring, leadership development, retention, diversity and inclusion, and employee engagement, allengagement.

As we strive to empower our team, we are proud of which supportthe external recognition we have received, including, among other accolades, ratings of 100% on the Human Rights Campaign Foundation’s Corporate Equality Index for the 18th year in a row and the Disability Equality Index for the fifth consecutive year. Additional information about our overall objectiveefforts to deliver industry-leading performance. Our leadership reinforcesput our people at the center of everything we do can be found on the “Social” and monitors“Diversity and Inclusion” pages on our investment in peoplewebsite.

hiring, development, and our culture to ensure we foster a workplace that enables the ingenuity of our employees to solve any challenge and overcome any obstacle.retention

Hiring, Development, and Retention

Our approach to attracting, developing, and retaining our employeesa global, diverse workforce of high-performing talent is anchored in a career-orientedlong-term employment model that fosters an environment of personal growth and engagement. Our philosophy is to buildoffer compelling career opportunities and a workforce preparedcompetitive total compensation and benefits package linked to meet the energy needs of the future.individual and enterprise performance. We recruit new employees in part through partnerships with universities and diversity associations. In 2020, more than 500 students participated in our first-ever virtual internship program. In addition, we recruit experienced hires to target criticalprovide specialized skills.

Our talent acquisition efforts ensure we attract the next generation of problem solvers.

Developmentlearning and development programs are designed to buildhelp employees achieve their full potential by building technical, operating, and leadership capabilities at all levels and ensure our workforce has the technical and operating capabilities to produce energy safely, reliably, and reliably.efficiently. Our leadershipmanagement regularly reviews metrics on employee training and development programs, which are continually evolvingrefined to better meet the needs of our evolving business. We invest in developing leadership at every level. For example, we maintain a coaching program that reaches deep into the business. For instance, we recently launched learning initiatives focused on digital innovation,organization, including new Digital Academyfrontline supervisors, managers, and Digital Scholars programs. individual contributors.

In addition, to ensure business continuity, management regularly reviews the talent pipeline, identifies and develops succession candidates, and builds succession plans for leadershipkey positions.

The

Board is actively involved in reviewing and approving executive compensation, personnel selections, and succession plans to ensure we have leadership in place with the requisite skills and experience. In addition to the annual review of the CEO led by the Lead Director, the CEO periodically provides the Board with an assessment of senior executives and their potential as successors for the CEO position, as well as perspectives on potential candidates for other senior management positions. Members of the Board also meet directly with potential candidates for senior management positions. Our development programs and succession planning practices prepare us to continue providing the energy that enables human progress around the world. In addition, the Board also meets with the Vice President and Chief Human Resources Officer biannually to discuss succession plans.

Our 2020

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Management routinely reviews the retention of its professional population, which includes executives, all levels of management, and the majority of our regular employee population; the annual voluntary attrition for this population was 4.1 percent,2.9% in line with2023, a decrease as compared to our five-year historical rates. The voluntary attrition rate generally excludes employee departures under enterprise-wideenterprisewide restructuring programs. We believe our low voluntary attrition rate is in part a result of ourthe Company’s commitment to employee development, its long-term employment model, competitive pay and career advancement.

Chevron Corporation—2021 Proxy Statement    23
benefits, and its culture.

  corporate governance  

Diversity and Inclusion

We are committed to advancing diversity and inclusion in the workplace so that employees are enabled to contribute to their full potential.

We believe innovative solutionshuman ingenuity has the power to our most complex challenges emergesolve difficult problems when diverse people, ideas and experiences come together in an inclusive environment.

In recognition of the diverse backgrounds of its global employee base, Chevron also believes inclusive leadership development enhances performance and innovation. To that end, the Company offers numerous leadership development programs, such as the Global Women’s Leadership Development Program and Transformational Leadership for Multicultural Women, which are designed to provide forums for discussion of potential headwinds, advance professional growth, and foster a more inclusive work environment. We reinforce the value of diversity and inclusion through accountability, communication, training, and personnel selection processes. Examples of initiatives to further advance diversity and inclusion include our Neurodiversity program through which we employ neurodiverse individuals and leverage their talents, our Elevate program, which focuses on learning opportunities to promote a deeper understanding of employees in underrepresented groups, and our Returnship initiative, which provides support for women re-entering the workforce. In addition, we have 1211 employee networks (voluntary groups of employees and allies that come together based on shared identity or interests) and more than 15 diversity councils across our business units that help aligna Chairman’s Inclusion Council, which provides the employee network presidents with a direct line of communication to the Chairman and Chief Executive Officer, the Chief Human Resources Officer, the Chief Diversity and Inclusion Officer, and the executive leadership team to collaborate and discuss how employee networks can reinforce the Company’s values of diversity and inclusion. Across many of its selection processes, we also continue to use inclusion effortscounselors, who are specially trained Company leaders who help challenge group think and unconscious biases and provide outside perspectives when hiring for a position. The Company also strives to build an inclusive environment through innovative programs such as the Company’s MARC (Men Advocating Real Change) program launched in 2017, in partnership with business strategies. Through these programs,the nonprofit organization Catalyst, which is designed to facilitate discussions on gender equity in the workplace. MARC is active in over 35 Chevron locations on six continents around the world, with over 5,000 participants since inception. The success and others,impact of MARC led to the creation of Elevate in 2020, a program that seeks to take the inclusion dialogue beyond gender.

The Company also aims to support a diverse and inclusive supply chain that is reflective of the communities where we fosteroperate. We believe that a culturediverse supply chain contributes to our success and growth. The Company maintains long-standing partnerships with non-profit organizations, including the National Minority Supplier Development Council, Women’s Business Enterprise National Council, National LGBT Chamber of Commerce and Disability:IN, that values the uniqueness and diversity of individual talents, experiences, and ideas.have helped many diverse businesses grow.

employee engagement

LOGO

Employee Engagement

Employee engagement is an indicator of employee well-being and commitment to ourthe Company’s values, purpose and strategies. We regularly conduct annual employee surveys to assess the health of ourthe Company’s culture. RecentOur survey frequency enables us to understand employee sentiment throughout the year and gain insights into employee well-being. Our surveys have indicated aindicate high degreelevels of employee engagement. In 2020,

We prioritize the health, safety and well-being of our employee survey focused on the COVID-19 impact on employee well-being andemployees. Our safety culture empowers every member of our responseworkforce to the pandemic. The survey results positively reinforced actions taken by Chevron, and helped inform further actionsexercise stop-work authority without repercussion to address any potential unsafe work conditions. We have set clear expectations for leaders to deliver operational excellence by demonstrating their commitment to prioritizing the impact on employeessafety and their families through enhanced mental health of its workforce and wellnessthe protection of communities, the environment, and the Company’s assets.

Additionally, we offer long-standing employee support and financial assistance for unplanned childcare needs and remote learning resources, among other     

efforts. We also have long-standing programs such as Ombuds, an independent resource designed to equip employees with options to address and resolve workplace issues; a Company hotline, where employees can report concerns to the Corporate Compliance department; and ouran Employee Assistance Program, a confidential consulting service that can help employees resolve a broad range of personal, family, and work-related concerns or problems.concerns.

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corporate governance

 

The Board of Directors and the Board Committees provide guidance to and oversight of management with respect to Chevron’s business strategy throughout the year. The Board dedicates at least one meeting each year to focus on Chevron’s strategic planning. In two of the past three years, the Board participated in expanded offsite strategy sessions that included presentations by third-party experts to discuss energy transition issues. In 2020, the Board held two special meetings to discuss strategic matters, resulting in the acquisition of Noble Energy, Inc. In addition, various elements of strategy are discussed at every Board meeting, as well as at many meetings of the Board’s Committees. The Board also dedicates one meeting each year to review

Chevron’s five-year business plan and to endorse the business plan, performance objectives, and capital and exploratory budget for the coming year. Our strategic plan sets direction, aligns our organization, and differentiates us from the competition. It guides our actions to successfully manage risk and deliver stockholder value. The Board of Directors and the Board Committees oversee fundamental components of our strategic plan, and management is charged with executing the business strategy. In order to assess performance against our strategic plans, the Board receives regular updates on progress and execution and provides guidance and direction throughout the year.

board oversight of risk

The Board of Directors and the Board Committees oversee Chevron’s risk management policies, processes, and practices for the risk management systems throughout the Company. Chevron faces a broad array of risks, including without limitation market, operational, strategic, legal, regulatory, political, financial, cybersecurity, sustainability, and climate change risks. The Board exercises its role of risk oversight in a variety of ways, including the following:

 

board of directors

Board of Directors

•   Monitors overall corporate performance, the integrity of financial and other controls, and the effectiveness of the Company’sChevron’s legal compliance and enterprise risk management programs, risk governance practices, and risk mitigation efforts, particularly with regard to those risks specified by the CompanyChevron as “Risk Factors” in its 2023 Annual Report on Form 10-K and other filings with the SEC

 

•   Oversees management’s implementation and utilization of appropriate risk management systems at all levels of the Company,Chevron, including operating companies, business units, corporate departments, and service companies

 

•   Reviews specific facilities and operational risks as part of visits to CompanyChevron operations

 

•   Reviews portfolio, capital allocation, and geopolitical risks in the context of the Board’s annual strategy session and the annual business plan and capital budget review and approval process

 

•   Receives reports from management on and considers risk matters in the context of the Company’sChevron’s strategic, business, and operational planning and decision making

 

•   Receives reports from management on, and routinely considers, critical risk topics such as operational, financial, geopolitical/legislative, strategic, geological, security, commodity trading, skilled personnel/human capital, capital project execution, civil unrest, legal, technology/cybersecurity risk, and climate change risks

 

audit committee

 

Audit Committee

•   Assists the Board in fulfilling its oversight of accounting and financial reporting processes, including the audits and integrity of the Corporation’sChevron’s financial statements,statements; financial risk exposures (including tax) as part of Chevron’s broad enterprise management program,program; Chevron’s Operational Excellence (OE) audit and assurance process; the qualifications, performance and independence of the independent auditor,auditor; the effectiveness of internal controls over financial reporting,reporting; and the implementation and effectiveness of Chevron’s compliance programs and Internal Audit function

 

•   Meets with and reviews reports from Chevron’s independent registered public accounting firm and internal auditors

 

•   Discusses Chevron’s policies with respect to financial risk assessment and financial risk management, including, but not limited to, cybersecurity and sustainability and climate change risks

 

•   Meets with Chevron’s Chief Compliance Officer and certain members of Chevron’s Compliance Policy Committee to receive information regarding compliance policies and procedures and internal controls

 

•   Meets with Chevron’s Chief Information Officer and Chief Information Security Officer at least twice a year to review cybersecurity implications and risk management on financial exposures

•   Meets with Chevron’s General Manager who oversees OE audit and assurance at least once a year to review findings of OE audits and corrective actions being taken to address priority findings

•   Meets with Chevron’s General Counsel to review significant litigation matters

•   Meets with Chevron’s General Tax Counsel to review significant tax matters

 

•   Reports its discussions to the full Board for consideration and action when appropriate

 

 

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corporate governance

board nominating and governance committee

 

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corporate governance  

Board Nominating and Governance Committee

•   Assists the Board in fulfilling its oversight of risks that may arise in connection with Chevron’s governance practices and processes

 

•   Conducts an annual evaluation of Chevron’s governance practices with the help of the Corporate Governance Department

 

•   Discusses risk management in the context of general governance matters, including topics such as Board succession planning to ensure desired skills and attributes are represented, including, but not limited to, diversity, business leadership, finance, policy, and environmental and climate change experience; Board and individual Director assessment; delegations of authority and internal approval processes; stockholder proposals and activism; and Director and officer liability insurance

 

•   In conjunction with the Public Policy and Sustainability Committee, oversees Chevron’s stockholder engagement program and makes recommendations regarding stockholder engagement

 

•   Reports its discussions to the full Board for consideration and action when appropriate

 

management compensation committee

 

Management

Compensation

Committee

•   Assists the Board in fulfilling its oversight of risks that may arise in connection with Chevron’s compensation programs and practices

 

•   Reviews the design and goals of Chevron’s compensation programs and practices in the context of possible risks to Chevron’s financial and reputational well-being, and alignment with stockholders’ interests, including those related to sustainability and climate change risks and opportunities.opportunities

 

•   Reviews Chevron’s strategies and supporting processes for executive retention and diversity

 

•   Reports its discussions to the full Board for consideration and action when appropriate

 

public policy and sustainability committee

 

Public Policy

and Sustainability Committee

•   Assists the Board in fulfilling its oversight of risks that may arise in connection with the social, political, environmental, human rights, and public policy aspects of Chevron’s business and the communities in which it operates

 

•   Provides oversight and guidance on and receives reports regarding environmental matters, including those related to sustainability and climate change, in connection with Chevron’s projects and operations

 

•   Discusses risk management in the context of, among other things, legislative and regulatory initiatives (including political activities such as political contributions and lobbying), safety and environmental stewardship, community relations, government and nongovernmental organization relations, and Chevron’s global reputation

 

•   In conjunction with the Governance Committee, oversees Chevron’s stockholder engagement program and makes recommendations regarding stockholder engagement

 

•   Reports its discussions to the full Board for consideration and action when appropriate

 

sustainability oversight

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board oversight of sustainability

Chevron’s sustainability efforts and environmental, social, and governance (“ESG”) priorities are focused on protecting the environment, empowering people, and getting results the right way. The Board oversees Chevron’s performance and management of various ESG issues,sustainability-related matters, including climate change, ESGengagement and reporting, lobbying practices, human capital management, cybersecurity, and human rights. The Board also offers guidance on Chevron’s Corporate Sustainability Reportcorporate sustainability reports and on the TCFD recommendation-aligned climate change reports aligned with the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (“TCFD”).resilience reports. The Board’s four standing committeesCommittees provide oversight and guidance overon different aspects of ESGsustainability issues. For example, the Public Policy and Sustainability Committee assesses and advises on risks that may arise in connection with social, political, environmental, and public policy aspects of Chevron’s business and helps management evaluate trends and potential

implications. The Public Policy and Sustainability Committee is briefed on the work of the Chevron Global Issues Committee, an executive-level committee that is regularly updated on various sustainability issues as well as ESGsustainability-related matters, including engagements with stockholders and other stakeholders. The Audit Committee discusses potential financial risk exposures related to sustainability. The Governance Committee discusses maintaining appropriate Board composition to oversee various sustainability and ESG issues and reviewssustainability-related matters, including the review of stockholder proposals, many of which are ESG focused.proposals. The Management Compensation Committee (“MCC”) discusses how to align incentive program design with Chevron’s sustainability strategy. In additionefforts. The full Board retains ultimate oversight of all sustainability-related matters relevant to providing oversight, the BoardCompany and is committed to fostering long-term and institutionwide relationships with stockholders and listening to their input on sustainabilityinput. The following sections outline the Board’s approach to overseeing select high-priority topics, including environmental issues and ESG issues.cybersecurity.

 

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Chevron operates using four environmental principles that define how we develop energy in an environmentally responsible manner: include environmental impact in decision making, reduce our environmental footprint, operate responsibly, and steward our sites. A description of these principles can be found at www.chevron.com/corporate-responsibility/environment. issues

The full Board, of Directors,the Audit Committee, and the Public Policy and Sustainability Committee in particular, provide oversight and guidance on environmental matters in connection with Chevron’s projects and operations and are regularly briefed by professionals whose focus is on environmental protection and stewardship. Members of the Board regularly visit Chevron operations across the globe and discuss environmental matters specific and relevant to these locations. Significant

environmental and process safety issues are reviewed by the Board to ensure compliance with the Company’s rigorous processes. The Audit Committee meets with Chevron’s General Manager who oversees Operational Excellence (OE) audit and assurance at least once a year to review findings of OE audits and corrective actions being taken to address priority findings. The Public Policy and Sustainability Committee assists the Board in identifying, evaluating, and monitoring public policy trends and environmental issues that could impact the Company’s business activities and performance. It also reviews and makes recommendations for Chevron’s strategies related to corporate responsibility and reputation management. The full Board of Directors and the Public Policy and Sustainability Committee regularly receive reports of stockholder engagements related to environmental issues and incorporate these into the direction they provide to management.

 

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corporate governance  

director independence

Your Board has determinedIn 2004, we launched our Operational Excellence Management System (“OEMS”), a comprehensive system that each non-employee Director who servedhelped build our OE culture and improve our health, environment, and safety performance. The OEMS is a risk-based and systematic approach to identify, assess, prioritize, and manage OE risks. Environment is one of the six critical OE focus areas. The OEMS Environmental Focus Area is the framework we use to manage significant environmental risks. Under the OEMS Focus Area of Environment, Chevron operates using four environmental principles that define how we develop energy in 2020an environmentally responsible manner: include environmental impact in decision making, reduce our environmental footprint, operate responsibly, and non-employee Director nominee is independentsteward our sites. A description of these principles can be found on Chevron’s website. Under the OEMS, we also have an environmental risk management strategy aimed at driving improvements in accordance withenvironmental performance across the NYSE Corporate Governance Standardsenterprise and that no material relationship exists with Chevron other than as a Director.

an environmental risk management process to identify and manage potential environmental risks across the asset lifecycle.

Forcybersecurity

The Board provides oversight of our cybersecurity program and receives reports from management on cybersecurity risks in connection with Chevron’s operations and projects. In connection with its support of the Board’s oversight of the Company’s policies and processes with respect to risk management and the Company’s major financial risk exposures, the Audit Committee meets with Chevron’s Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) at least twice a Directoryear to be considered independent,review cybersecurity risks and implications, and the CIO and CISO present cybersecurity matters to the Board must determine thatof Directors at least annually. The CIO and CISO provide new Board members with a cybersecurity briefing as part of the Director does not have any material relationshiponboarding process. More information regarding our cybersecurity risk management, strategy, and governance can be found in our Annual Report on Form 10-K for the year ended December 31, 2023.

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year-round stockholder engagement

Fostering long-term and institutionwide relationships with stockholders and other stakeholders is a core Chevron objective. Chevron’s Engagement Team – composed of members from our sustainability and corporate governance organizations – conducts extensive engagements with external stakeholders, including stockholders, as an essential part of addressing sustainability-related matters. These engagements routinely cover strategy, climate change, energy transition, workplace culture, human rights, human capital management, lobbying, governance, and other than as a Director. In making its determinations, the Board adheres to the specific tests for independence included in the NYSE Corporate Governance Standards. issues.

In addition, the Board has determined that the following relationshipswe engage in extensive investor relations, in which members of Chevron Directors occurring within the last fiscal year are categorically immaterialmanagement regularly meet with stockholders to a determinationreview Company strategies, financial and operating performance, capital allocation priorities, and other topics of independence if the relevant transaction was conducted in the ordinary course of business:

a director of another entity if business transactions between Chevron and that entity do not exceed $5 million or 5 percent of the receiving entity’s consolidated gross revenues, whichever is greater;

a director of another entity if Chevron’s discretionary charitable contributions to that entity do not exceed $1 million or 2 percent of that entity’s gross revenues, whichever is greater, and if the charitable contributions are consistent with Chevron’s philanthropic practices; and

a relationship arising solely from a Director’s ownership of an equity or limited partnership interest in a party that engages in a transaction with Chevron as long as the Director’s ownership interest does not exceed 2 percent of the total equity or partnership interest in that other party.

These categorical standards are contained in our Corporate Governance Guidelines, which are available on our website at www.chevron.com/investors/corporate-governance and are available in print upon request.

Drs. Moyo and Sugar, Ms. Hewson and Ms. Reed-Klages, and Messrs. Hernandez, Huntsman, Moorman, and Umpleby are directors of for-profit entities with which Chevron conducts business in the ordinary course. Other than Dr. Moyo, they and Drs. Austin and Gast, and Mr. Frank are also directors or trustees of, or similar advisors to, not-for-profit entities to which Chevron makes contributions. The Board has determined thatinterest. We use all of these transactions and contributions were below the thresholds set forth in the first and second categorical standards described above (except as     

noted below) and are, therefore, categorically immaterialsessions to the particular Director’s independence.

The Board reviewed the following relationships and transactionsensure that existed or occurred in 2020 that are not covered by the categorical standards described above:

For Dr. Gast, the Board considered that, in 2020, Chevron made payments to Imperial College London amounting to less than 0.006 percent of Imperial College’s most recently reported annual gross revenues. Dr. Gast is the President of Imperial College London. The Board concluded that these transactions would not impair Dr. Gast’s independence.

For Mr. Hernandez, the Board considered that, in 2020, Chevron purchased services from two subsidiaries of Inter-Con Security Systems, Inc., in the ordinary course of business, amounting to less than 1 percent of Inter-Con’s most recent annual consolidated gross revenues. Mr. Hernandez is Chairman and Chief Executive Officer and a significant stockholder of Inter-Con, a privately held business. Mr. Hernandez’s adult son is President of Inter-Con. The Board concluded that these transactions would not impair Mr. Hernandez’s independence.

For Mr. Hernandez and Ms. Hewson, the Board considered that, in 2020, Chevron made contributions to Catalyst Inc., in the ordinary course of business, amounting to less than 6 percent of Catalyst’s most recently reported annual consolidated gross revenues. They are directors of Catalyst, a 501(c)(3) nonprofit organization, and Ms. Hewson is Chairman of the Board of Catalyst. The Board concluded that these transactions would not impair their independence.

For Mr. Umpleby, the Board considered that, in 2020, Chevron purchased products and services from Caterpillar Inc., in the ordinary course of business, amounting to less than 0.198 percent of Caterpillar’s most recently reported annual consolidated gross revenues, and Caterpillar purchased products and services from Chevron, in the ordinary course of business, amounting to less than 0.023 percent of Chevron’s most recently reported annual consolidated gross revenues. Mr. Umpleby is the Chairman and Chief Executive Officer of Caterpillar Inc. The Board concluded that these transactions would not impair Mr. Umpleby’s independence.

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  corporate governance  

board committees

Chevron’s Board of Directors has four standing Committees: Audit; Board Nominating and Governance; Management Compensation; and Public Policy and Sustainability. The Audit, Board Nominating and Governance, and Management Compensation Committees are each constituted and operated according to the independence and other requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the NYSE Corporate Governance Standards. Each independent Director, including each member of the MCC, is an “outside” Director for purposes of ensuring that certain pre-2019 grants meet the grandfather rule in Section 162(m) of the Internal Revenue Code of 1986, as amended. In addition, each member of the Audit Committee is financially literate and an “audit committee financial expert,” as such terms are defined under the Exchange Act and related rules and the NYSE Corporate Governance Standards.

Each Committee is chaired by an independent Director who determines the agenda, the frequency, and the length of the meetings and who has     

unlimited access to management, information, and outside advisors, as necessary. Each non-employee Director generally serves on one or two Committees. Committee members serve staggered terms, enabling Directors to rotate periodically to different Committees. Four- to six-year terms for Committee Chairs facilitate rotation of Committee Chairs while preserving experienced leadership.

Each Committee operates under a written charter that sets forth the purposes and responsibilities of the Committee as well as qualifications for Committee membership. Each Committee assesses the adequacy of its charter periodically and recommends changes to the Governance Committee. All Committees report regularly to the full Board of Directors with respect to their activities. Committee charters can be viewed on Chevron’s website at www.chevron.com/investors/corporate-governance.

board and committee meetings and attendance

In 2020, your Board held six regular Board meetings and two special Board meetings, with each regular meeting including an executive session of independent Directors led by our independent Lead Director. In addition, 23 Board Committee meetings were held in 2020, which included nine Audit Committee, five Governance Committee, four MCC, three Public Policy and Sustainability Committee and two joint meetings of the Governance and the Public Policy and Sustainability Committees. All incumbent Directors attended 100 percent of their Board and                    

Committee meetings during 2020. Chevron’s policy regarding Directors’ attendance at the Annual Meeting, as described in the “Board Agenda and Meetings” section of Chevron’s Corporate Governance Guidelines (available at www.chevron.com/investors/corporate-governance), is that all Directors are expected to attend the Annual Meeting, absent extenuating circumstances. All Directors serving on the Board at the time attended the 2020 Annual Meeting.

board and committee evaluations

Each year, your Board and its Committees perform a rigorous self-evaluation. As required by Chevron’s Corporate Governance Guidelines, the Governance Committee oversees this process. The performance evaluations solicit anonymous input from Directors regarding the performance and effectiveness of the Board, the Board Committees, and individual Directors and provide an opportunity for Directors to identify areas for improvement. In addition, the independent Lead Director has individual conversations with each member of the Board, providing further opportunity for dialogue and improvement. In 2018, the Governance Committee augmented the individual Director evaluation by adding an individual Director performance evaluation questionnaire to more rigorously evaluate individual Director performance. Under this part of the process, each Director sends a confidential individual Director performance evaluation for each independent Director to outside counsel

retained by the Company at the Governance Committee’s request. Outside counsel compiles the results of the evaluations into reports, which are sent to the Lead Director for consideration and used by the Lead Director during individual conversations with each independent Director (the Chair of the Audit Committee receives the report on the Lead Director and meets with the Lead Director regarding that report). The Governance Committee reviews the results and feedback from the evaluation process and makes recommendations for improvements as appropriate. The independent Lead Director leads a discussion of the evaluation results during an executive session of the Board and communicates relevant feedback tomanagement understand the CEO. Your Board has successfully used this process to evaluate Board, Committee, and individual Director effectiveness, and identify opportunities to strengthen the Board.

Chevron Corporation—2021 Proxy Statement    29

corporate governance  

Committees and membership

Committee functions

Audit

Charles W. Moorman IV, Chair*

John B. Frank

Marillyn A. Hewson

Dambisa F. Moyo

Debra Reed-Klages*

•  Selects the independent registered public accounting firm for endorsement by the Board and ratification by the stockholders

•  Reviews reports of the independent registered public accounting firm and internal auditors

•  Reviews and approves the scope and cost of all services (including non-audit services) provided by the independent registered public accounting firm

•  Monitors the effectiveness of the audit process and financial reporting

•  Monitors the maintenance of an effective internal audit function

•  Reviews the adequacy of accounting, internal control, auditing, and financial reporting matters

•  Monitors implementation and effectiveness of Chevron’s compliance policies and procedures

•  Assists the Board in fulfilling its oversight of enterprise risk management, particularly financial risks, including, but not limited to, cybersecurity and sustainability and climate change risks as they relate to financial risk exposures

•  Evaluates the effectiveness of the Audit Committee

Board Nominating

and Governance

Ronald D. Sugar, Chair

Wanda M. Austin*

Alice P. Gast

D. James Umpleby III

•  Evaluates the effectiveness of the Board and its Committees and recommends changes to improve Board, Board Committee, and individual Director effectiveness

•  Assesses the size and composition of the Board to evaluate the skills and experience that are currently represented, as well as the skills and characteristics that the Board may find valuable in the future, including but not limited to diversity, business leadership, finance, policy, and environmental and climate change experience

•  Engages in succession planning for the Board and key leadership roles on the Board and its Committees

•  Recommends prospective Director nominees

•  Oversees the orientation process for new Directors and ongoing education for Directors

•  Reviews and approves non-employee Director compensation

•  Evaluates and recommends changes as appropriate in Chevron’s Corporate Governance Guidelines, Restated Certificate of Incorporation, By-Laws, and other Board-adopted governance provisions

•  Assesses stock ownership guidelines for Directors and the Directors’ ownership relative to the guidelines

•  Reviews stockholder proposals and recommends (in conjunction with the Public Policy and Sustainability Committee) Board responses to proposals

•  Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with Chevron’s corporate governance practices and processes

•  Evaluates the effectiveness of the Governance Committee

Management

Compensation

Enrique Hernandez, Jr., Chair*

Jon M. Huntsman Jr.

Ronald D. Sugar

D. James Umpleby III*

•  Conducts an annual review of the CEO’s performance

•  Reviews and recommends to the independent Directors salary and the short-term and long-term incentive compensation for the CEO

•  Reviews and approves salaries and short-term and long-term incentive compensation for executive officers other than the CEO

•  Reviews the annual Compensation Discussion and Analysis (“CD&A”) and recommends to the independent Directors to include in the Proxy Statement.

•  Administers Chevron’s executive incentive and equity-based compensation plans

•  Reviews Chevron’s strategies and supporting processes for executive retention and diversity

•  Reviews and approves executive compensation philosophy that aligns with Chevron’s strategy and stockholder interests, including those related to sustainability and climate change risks and opportunities

•  Reviews and approves peer group(s) used to benchmark executive compensation levels, program design and practices, and relative performance

•  Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with Chevron’s compensation programs

•  Evaluates the effectiveness of the MCC

Public Policy and Sustainability

Wanda M. Austin, Chair*

Alice P. Gast

Enrique Hernandez, Jr.*

Jon M. Huntsman Jr.

•  Identifies, monitors, and evaluates domestic and international environmental, social, human rights, political, and public policy matters, including those related to sustainability and climate change, that are relevant to Chevron’s activities and performance

•  Assists the Board in devoting appropriate attention and effective response to stockholder concerns regarding such issues

•  Recommends to the Board policies, programs, and practices concerning support of charitable, political, and educational organizations

•  Reviews annually the policies, procedures, expenditures, and public disclosure practices related to Chevron’s political activities, including political contributions and direct and indirect lobbying

•  Reviews stockholder proposals and recommends (in conjunction with the Governance Committee) Board responses to proposals

•  Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with the environmental, social, human rights, political, and public policy aspects of Chevron’s activities, and in doing so direct that the Company consider a broad range of perspectives

•  Evaluates the effectiveness of the Public Policy and Sustainability Committee

*

Effective May 26, 2021, Ms. Reed-Klages will be the Chair of the Audit Committee; Ms. Austin will be the Chair of the Governance Committee, rotate off of the Public Policy and Sustainability Committee, and join the MCC; Mr. Moorman will be the Chair of the MCC, rotate off of the Audit Committee and join the Governance Committee; Mr. Hernandez will be the Chair of the Public Policy and Sustainability Committee; and Mr. Umpleby will rotate off of the MCC and join the Public Policy and Sustainability Committee.

30    Chevron Corporation—2021 Proxy Statement

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corporate governance guidelines

Your Board has adopted Corporate Governance Guidelines to provide a transparent framework for the effective governance of Chevron. The Corporate Governance Guidelines are reviewed regularly and updated as appropriate. The full text of the Corporate Governance Guidelines can be found on our website at www.chevron.com/investors/corporate-governance. The guidelines address, among other topics:

the role of the Board

Board succession planning and membership criteria

Director independence

Board size

Director terms of office

the election of Directors

other Board memberships

Director retirement policy

number and composition of Board Committees

Board leadership and Lead Director

executive sessions

Business Conduct and Ethics Code

confidentiality

succession planning

Board compensation

Board access to management and other employees

Director orientation and education

evaluation of Board performance

Chief Executive Officer performance review

Director and officer stock ownership guidelines

access to outside advisors

Board agenda and meetings

business conduct and ethics code

We have adopted a code of business conduct and ethics for Directors, officers (including the Company’s Chief Executive Officer, Chief Financial Officer, and Controller), and employees, known as the Business Conduct and Ethics Code, which is available on our website at www.chevron.com and is available in print upon request. We will post any amendments to the code on our website. Directors, officers, and employees certify biennially that they will comply with the code.

hedging, pledging, and other transactions

Members of the Board and members of Chevron’s Global Leadership Forum are prohibited from:

engaging in hedging transactions or speculative transactions involving Chevron securities, including, but not limited to, short sales and trading in options, puts, calls, straddles, swaps, or other derivative securities;

purchasing Chevron securities on margin;

engaging in monetization transactions, such as forward sale contracts involving Chevron securities; and

pledging Chevron securities as collateral for a loan or any other purpose.

Employees, other than those listed above, are generally permitted to engage in transactions involving Chevron securities that are designedimportant to hedge or offset market risk.

Chevron Corporation—2021 Proxy Statement    31

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environmental, social, and governanceour stockholders. Chevron follows an annual engagement

Your Board believes that fostering long-term and institutionwide relationships with stockholders and other stakeholders and maintaining their trust and goodwill is a core Chevron objective. Chevron conducts extensive engagements with stockholders as an essential part of our commitment to sustainability. These engagements routinely cover governance, compensation, social, safety, environmental, climate change, culture, human rights, human capital management, and other current and emerging issues.

In addition, we have an extensive investor relations outreach effort, in which members of senior management routinely meet with major investors to review Company strategies, financial and operating performance, capital allocation priorities, and near-term outlook. We use all of these sessions to ensure that the Board and management understand and address the issues that are important to our stockholders.

In order plan – process outlined below – with an objective to continuously improve Chevron’s governance processes and communications, Chevron follows an Annual Engagement Plan and Process. communications.

LOGO

Through this program, we are ableseek to identify and address environmental, social, and governance topics that are raised by our stockholders. This process also informs our corporate policies and reporting. The Governance Committee and the Public Policy and Sustainability Committee oversee the year-round stockholder engagement program and make recommendations regarding stockholder engagement.

Since Chevron’s last Annual Meeting, an engagement team consisting of senior executives, subject matter experts on governance, compensation, and environmental and social issues (“ESG Engagement Team”), and, when appropriate, our independent Lead Director and our Public Policy      

and Sustainability Committee Chair have continued to lead our robust stockholder outreach program.

The ESG Feedback received by the Engagement Team during their engagements is shared with our full Board, its relevant Committees, and relevant members of management.

Chevron’s actions are directly informed by engaging with our stockholders. In 2023, we had 84 substantive engagementsapproximately 100 one-on-one environmental, social, and governance-focused meetings with stockholders representing more than 38 percent40% of Chevron’s outstanding common stock. Our ChairmanOf these engagements, our independent Lead Director participated in environmental, social, and Board members attended severalgovernance-focused meetings with stockholders representing approximately 30% of these meetings.Chevron’s outstanding common stock.

In addition, the teamThe Engagement Team reached out to everyeach stockholder or their representative who submitted proposals for inclusiona proposal that is included in ourthis Proxy Statement and met with each one to discuss their concerns and areas of agreement and disagreement.

During our engagements, Chevron gained valuable feedback on several topics, including:perspective.

our response to the COVID-19 crisis;

our approach to the energy transition, greenhouse gas (“GHG”) metrics, and climate change lobbying;

the increased focus on diversity and inclusion;

expectations about executive compensation and alignment with performance; and

governance trends, such as growing demands for transparency and increasing scrutiny of company cultures.

This feedback was shared with the Board and its relevant Committees. For more information about these engagements, see the “Independent Lead Director,” and “Compensation Discussion and Analysis” sections of this Proxy Statement.

 

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our responseresponsiveness to stockholders

 

As noted above, Chevron engages regularly with key stockholders and has a

Stockholder engagement following the 2023 Annual Meeting was robust, process to systemically plan engagements and proactively address issues of importance to stockholders. In response to 2020 vote results and engagementas we sought feedback on several topics, Chevron worked to continue to enhance our performance and meet the expectationskey areas of our stockholders.

For example, on the issue of climate change lobbying, 54 percent of votes cast supported a 2020 stockholder proposal requesting for a report on if and how Chevron’s lobbying activities aligned with the Paris Agreement. After extensive engagement with stockholders to understand what further disclosure would be most helpful, and with oversight by the Public Policy and Sustainability Committee of the Board, in December 2020, Chevron published a special report on climate lobbying that describes (1) our energy transition strategy and policy framework; (2) how the Board and management provide oversight on climate lobbying; (3) our direct climate lobbying and trade associations process; and (4) how our key trade associations contribute to and advance the dialogue regarding the energy transition. We believe that our analysis shows that our                         

memberships help advance, to varying degrees, Chevron’s view on the energy transition. We value continuedinterest, including feedback on the report and appreciate investors’ general guidance that they are not promoting Chevron exit from specific trade associations.

In 2020, Chevron also received a stockholder proposal that 46 percent of votes cast supported, requesting a report about physical climate risks associated with expanding petrochemical operations. Chevron operates petrochemical operations through a joint-venture company, Chevron Phillips Chemical (“CPChem”). As part owner of the company, we encouraged CPChemresponses to include more information about their approach to physical climate risks, which they reflected in their November 2020 sustainability report.

Several stockholders have suggested Chevron amend our Board Committee charters to clarify the scope and roles of our Board Committees. In January 2021, the Board amended the Audit Committee Charter to clarify that the Audit Committee is exercising oversight of the Company’s sustainability and climate change risks as they relate to

32    Chevron Corporation—2021 Proxy Statement

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financial risk exposures; amended the Governance Committee Charter to add a reference to the Corporate Governance Guidelines to clarify the source for Board membership criteria; amended the MCC Charter to clarify the oversight the MCC is exercising to align compensation policies and practices with stockholder interests, including those related to sustainability and climate change risks and opportunities; and amended the Public Policy and Sustainability Committee Charter to clarify the manner in which that Committee is assisting the Board with climate change and other sustainability issues, including changing the Committee name from “Public Policy Committee” to the “Public Policy and Sustainability Committee.” The Board also amended the Corporate Governance Guidelines to clarify that climate issues are included within the environmental experience that the Board seeks as part of the skills and qualifications for Board composition.

During engagements, a common theme among stockholders has been about the importance of diversity. Diversity and inclusion is the first value of The Chevron Way. Some stockholders suggested companies publish their Equal Employment Opportunity Report (“EEO-1”). Chevron responded quickly to include our 2018 EEO-1 report on our website.

A frequent topic in our ESG engagements with stockholders is climate change and the energy transition. Chevron was among the first oil and gas companies to publish a climate report aligned with the recommendations of the TCFD. In March 2021, Chevron released its fourth climate report. Chevron’s energy transition strategy is to advance a lower carbon future. The next section provides a high-level summary of Chevron’s approach to the energy transition.

chevron’s approach to the energy transition

Climate change and our approach to the energy transition is one of the frequent topics in our engagements with stockholders and other stakeholders. In 2020, we received four stockholder proposals specifically related to this topic. Many ofvoted on at our 2023 Annual Meeting. Our independent Lead Director participated in multiple environmental, social, and governance-focused meetings with stockholders. These engagements informed the issues raised in these climate change–related proposals are addressed in Chevron’s TCFD-aligned reportsactions we took following the 2023 Annual Meeting, as well as on our website. Below, we provide a high-level summary of how Chevron is advancing the global energy transition and helping to achieve a lower carbon future for all.

Chevron’s objective is to deliver higher returns, lower carbon. Chevron aims to be among the most efficient and responsible producers of energy. Chevron’s energy transition strategy is to advance a lower carbon future and strive for actions that drive measurable progress toward the global net zero ambitions of the Paris Agreement. Our strategy is focused on three specific action areas:

Lower carbon intensity cost efficiently

Increase renewables and offsets in support of our business

Invest in low-carbon technologies to enable commercial solutions

Through 2028, Chevron plans to spend approximately $3 billion in advancing our energy transition strategy, which includes $2 billion in carbon reduction projects, $750 million in renewables and offsets, and $300 million committed to the Future Energy Fund II.

Chevron’s energy-transition strategy is to help advance a lower carbon future. We aim to leverage our market position, assets, organizational capability, technology, and venture capital to pursue lower carbon opportunities and seek progress toward the ambitions of the Paris Agreement. We strive to apply our capabilities toward developing and commercializing breakthrough technologies, helping create lower carbon solutions that can compete effectively in the marketplace and ultimately achieve global scale.

Lower carbon intensity cost efficiently: In our first action area, we set metrics that communicate performance in the activities in which we participate. We establish our Upstream metrics on an equity basis and then on an individual commodity basis. We have established targeted carbon intensities for oil, gas, flaring, and methane to communicate our targeted performance transparently. In alignment with the Paris Agreement requirement that governments report their performance in five-year stocktakes, we have set metrics for 2023 and 2028 and intend to do so every five years thereafter. We have set 2016 as our baseline to align with the year the Paris Agreement came into force.

Our actions and progress are linked to virtually all employees’ compensation as part of the Chevron Incentive Plan (“CIP”) scorecard as described on pages 49 through 51. Below is a table of the Company’s adopted metrics:summarized below.

 

Chevron Upstream emissions intensity reduction metrics for 2028:

Key stockholder issues and 2023

24stockholder proposals

 

 

kg CO2e/boe* for oil (global industry averages 46)What we heard from stockholders

 

 

40% reduction from 2016Our board’s perspective & what we did

 

24

GHG reductions

Some stockholders expressed interest in better understanding the impact divestments have on Chevron’s past and future emissions reductions.We engaged with stockholders to better understand their concern and shared how active portfolio management is key to achieving our objectives. While Chevron’s decision to divest an asset is not driven by reducing Chevron’s GHG emissions, we updated the 2023 Climate Change Resilience Report to bring visibility to the impact divestment activity has had on Scope 1 and 2 emissions reductions for upstream as well as what impact portfolio management is projected to have in the future.

Methane emissions

 

kg CO2e/boe*Stockholders shared their appreciation for Chevron’s role in methane management, including in many instances referencing the Environmental Defense Fund’s PermianMAP project where Chevron is listed as a low emitter.

Stockholders continued to reinforce that reducing methane emissions is important in the near term, inquired about methods for calculating methane emissions, and expressed a desire to continue to learn more about actions taken by Chevron. Moreover, stockholders shared an interest in Chevron, as a leader in methane management, joining the Oil and Gas Methane Partnership (“OGMP”) 2.0 to be a part of the conversation.

Chevron’s focus remains on leading in methane management and sharing our learnings. Building upon Chevron’s deployed Global Methane Detection Plan in 2022, Chevron grew our satellite and aircraft detection programs and piloted new methane mitigation technologies.

Based on a shared goal with the OGMP 2.0 of reducing methane emissions across the oil and gas (global industry, averages 71)Chevron decided to formally join the OGMP 2.0 in February 2024 to advance collaboration on methane measurement and keep methane where it belongs – in the pipe.

Management of energy transition risk related to employees and communities

Some stockholders shared their desire to learn more about actions taken by Chevron to manage energy transition risk related to employees and communities.

Informed by feedback received after the 2023 proxy season and further discussions with stockholders, Chevron incorporated additional content on the management of energy transition risk related to employees and communities in its October 2023 Climate Change Resilience Report, which built upon some additional content included in the May 2022 Corporate Sustainability Report.

More specifically, the 2023 Climate Change Resilience Report discusses Chevron’s embedded and long-standing processes designed to grow its workforce capabilities and engage with stakeholders to manage potential impacts in communities where Chevron operates.

Director skills and qualification

Stockholders expressed an interest in more detail about the skills and qualifications the Board looks for in Board composition.The disclosure in the table on page 4 of this Proxy Statement was expanded to provide the types of experience the Board is looking for with respect to each skill identified for Board composition.

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corporate governance

Key stockholder issues and 2023

stockholder proposals

 

 

26% reductionWhat we heard from 2016

2

kg CO2e/boe* for methane and a global methane detection campaignstockholders

 

 

53% reduction from 2016Our board’s perspective & what we did

 

0

Succession planning for management

 

routine flaring by 2030Stockholders expressed interest in learning about the Board’s succession planning process for management.

The Lead Director letter and 3 kg CO2e/boe*the “Board Oversight of Strategy — Human Capital Management” section of this Proxy Statement give additional insight into the succession planning for overall flaring

management.

Assessment of lower carbon performance

 

66% reduction from 2016

*

CO2e/boe =Stockholders increasingly expressed an interest in discussing and understanding how markets can better track and measure lower carbon dioxide equivalent/barrels of oil-equivalent

Chevron Corporation—2021 Proxy Statement    performance. 33

corporate governance  

Scope 3

Chevron believesWe developed a new chapter — Section 5, Performance and Policy — in the world’s continued demand2023 Climate Change Resilience Report. This chapter discusses, among other topics, Chevron’s support for oila well-designed climate policy and gas should be supplied by the cleanest and most efficient producers. Chevron addresses Scope 3 emissions, by taking the following actions:

(1)  Supportingour support for a price on carbon through well-designed policies;

(2) Transparently reporting Scope 3 emissions from the use of our products; and

(3) Enabling customers to lower their emissions through increasing our renewable products, offering offsets, and investing in low-carbon technologies.

These contributions support a globallifecycle approach to achieve the goals of the Paris Agreement as efficiently and cost-effectively as possible for society.

Increase renewables and offsets in support of our business: In our second action area, we are advancing opportunities to develop renewables and offsets that improve returns and help reduce Scope 2 and, in some cases, Scope 3 emissions. We are investing in renewable fuels, products, and power to reduce the carbon intensity of our operations and make energy and global supply chains more sustainable. By reducing carbon intensity across the supply chain, we have an even greater opportunity to help all others who rely on our products achieve their own lower carbon goals. We are also working to provide verified, low-cost, high-quality offsets to our customers around the world to help them achieve their own lower carbon goals.

Invest in low-carbon technologies to enable commercial solutions: Our third strategic focus is an integrated approach toward commercial solutions and technology. This includes supporting innovation and venture capital investment, deploying technologies that could be a part of a lower carbon future, and developing new commercial opportunities.

As part of our work on the energy transition, we aim to lead the industry in the transparency of our reporting so that we can hold ourselves responsible for our progress – and our stakeholders can hold us accountable. We support access to reliable, verifiable carbon-footprinted data that is critical to measure contributions toward meeting Paris Agreement goals. We believe that our key actions support a global approach to achieving the goals of the Paris Agreement as efficiently and cost-effectively as possible for society.

Our energy transition strategy is aligned with our core strengths and depends on leveraging our unique capabilities, assets, and expertise. Our goal is to invest in projects that build on these strengths, deliver attractive returns, and advance our shared ambition for a lower carbon future. As a Company, we are focused on improving returns from our capital investments. This discipline runs through our capital allocation, mergers and acquisitions decisions, and low-carbon investments, and helps ensure we have the financial strength to play a key role in the energy transition.

communicating with the board

The Governance Committee reviews interested-party communications, including stockholder inquiries directed to non-employee Directors. The Corporate Secretary and Chief Governance Officer compiles the communications, summarizes lengthy or repetitive communications and the responses sent, and takes further action, as appropriate. All communications are available to the Directors.

Interested parties wishing to communicate their concerns or questions about Chevron to the independent Lead Director or any other non-employee Director may do so by mail addressed to the Lead Director or Non-Employee Directors, c/o Office of the Corporate Secretary and Chief Governance Officer, 6001 Bollinger Canyon Road, San Ramon, CA 94583-2324 or by email to corpgov@chevron.com.

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  corporate governance  

carbon accounting.

 

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corporate governance

 

review and approval of related person transactions

It is our policy that all employees and Directors must avoid any activity that is in conflict with, or has the appearance of conflicting with, Chevron’s business interests. This policy is included in our Business Conduct and Ethics Code. Directors and executive officers must inform the Chairman and the Corporate Secretary and Chief Governance Officer when confronted with any situation that may be perceived as a conflict of interest. In addition, at least annually, each Director and executive officer completes a detailed questionnaire specifying any business relationship that may give rise to a conflict of interest.

Your Board has charged the Governance Committee with reviewing related person transactions as defined by U.S. Securities and Exchange Commission (“SEC”) rules. The Governance Committee has adopted written guidelines to assist it with this review. Under these guidelines, all executive officers, Directors, and Director nominees must promptly advise the Corporate Secretary and Chief Governance Officer of any proposed or actual business and financial affiliations involving themselves or their immediate family members that, to the best of their knowledge after reasonable inquiry, could reasonably be expected to give rise to a reportable related person transaction. The Corporate Secretary and Chief Governance Officer will prepare a report summarizing any potentially reportable transactions, and the Governance Committee will review these reports and determine whether to approve or ratify the identified transaction. The Governance Committee has identified the following categories of transactions that are deemed to be preapproved by the Governance Committee, even if the aggregate amount involved exceeds the $120,000 reporting threshold identified in the SEC rules:

compensation paid to an executive officer if that executive officer’s compensation is otherwise reported in our Proxy Statement and if the executive officer is not an immediate family member of another Chevron executive officer or Director;

compensation paid to a Director for service as a Director if that compensation is otherwise reportable in our Proxy Statement;

transactions in which the related person’s interest arises solely as a stockholder and all stockholders receive the same benefit on a pro-rata basis;

transactions involving competitive bids (unless the bid is awarded to a related person who was not the lowest bidder or unless the bidding process did not involve the use of formal procedures normally associated with our competitive bidding procedures);

transactions involving services as a common or contract carrier or public utility in which rates or charges are fixed by law;

transactions involving certain banking-related services under terms comparable with similarly situated transactions;

transactions conducted in the ordinary course of business in which our Director’s interest arises solely because he or she is a director of another entity and the transaction does not exceed $5 million or 5 percent (whichever is greater) of the receiving entity’s consolidated gross revenues for that year;

charitable contributions by Chevron to an entity in which our Director’s interest arises solely because he or she is a director, trustee, or similar advisor to the entity and the contributions do not exceed, in the aggregate, $1 million or 2 percent (whichever is greater) of that entity’s gross revenues for that year; and

transactions conducted in the ordinary course of business where our Director’s interest arises solely because he or she owns an equity or limited partnership interest in the entity and the transaction does not exceed 2 percent of the total equity or partnership interests of the entity.

The Governance Committee reviews all relevant information, including the amount of all business transactions involving Chevron and the entity with which the Director or executive officer is associated, and determines whether to approve or ratify the transaction. A Director will abstain from decisions regarding transactions involving that Director or his or her family members.

related person transactions

A son of Mr. Joseph C. Geagea, Executive Vice President, Technology, Projects & Services, is employed by Chevron. In 2020, Mr. Geagea’s son, Carl J. Geagea, received compensation of $149,891, including salary, bonus, and customary employee benefits. In 2021, he is expected to receive compensation of approximately $162,323. These amounts reflect compensation that is consistent with the total compensation provided to other employees of the same level with similar responsibilities. In addition, Mr. Geagea’s brother, John T. Geagea, is employed as a contractor by International Inspection Centre Co. W.L.L (“Intrex”), a contractor firm of Chevron, and works solely on Chevron matters. In 2020, Chevron paid Intrex $4,983,283 and is expected to pay Intrex approximately the same in 2021. In 2020, Intrex paid John Geagea compensation in the amount of approximately $196,750, including salary and customary employee benefits, and is expected to pay him the same amount in 2021. These amounts reflect compensation that is consistent with the total compensation provided to other contractors of the same level with similar responsibilities. Dollar amounts for Intrex and John Geagea are based on the exchange rate at December 31, 2021.

Chevron Corporation—2021 Proxy Statement    35

corporate governance  

board nominating and governance

committee report

 

The Board Nominating and Governance Committee (the “Committee”(“Committee”) is responsible for recommending to the Board the qualifications for Board membership, identifying, assessing, and recommending qualified Director candidates for the Board’s consideration, assisting the Board in organizing itself to discharge its duties and responsibilities, and providing oversight of Chevron’s corporate governance practices and policies, including an effective process for stockholders to communicate with the Board. The Committee is composed entirely of independent Directors as defined by the New York Stock Exchange Corporate Governance Standards and operates under a written charter. The Committee’s charter is available on Chevron’s website at www.chevron.com/investors/corporate-governance/board-nominating-governance and is available in print upon request.

The Committee’s role in and process for identifying and evaluating prospective Director nominees, including nominees recommended by stockholders, is described in the “Election of Directors” section of this Proxy Statement. In addition, the Committee makes recommendations to the Board concerning Director independence, Board Committee assignments, Committee Chairs, Audit Committee “financial experts,” and the financial literacy of Audit Committee members. The Committee also reviews the process and the results of the annual performance evaluations of the Board, Board Committees, and individual Directors.

The Committee regularly reviews trends and recommends best practices, initiates improvements, and plays a leadership role in maintaining Chevron’s strong corporate governance structures and practices. Among the practices the Committee believes demonstrate the Company’s commitment to strong corporate governance are the following:

 

annualAnnual election of all Directors;

 

supermajoritySupermajority of independent Directors;

 

majorityMajority vote standard for the election of Directors in uncontested elections, coupled with a Director resignation policy;

 

annualAnnual election of the Chairman of the Board by independent Directors;

 

annualAnnual election of an independent Lead Director by independent Directors when the Chief Executive Officer is elected as Chairman;

annualAnnual performance assessment of the Board, Board Committees, and individual Directors;

 

Director retirement policy;

 

Director and executive officer succession planning;

 

confidentialConfidential stockholder voting policy;

 

robustRobust business conduct and ethics code for all Directors and employees;

 

directorDirector orientation program for new Directors and ongoing education for Directors;

 

minimumMinimum stock ownership guidelines for Directors and executive officers;

 

reviewReview and approval or ratification of “related person transactions” as defined by SEC rules;

 

policyPolicy to obtain stockholder approval of any stockholder rights plan;

 

proxyProxy access;

 

oneOne vote for each common stock;

 

rightRight of stockholders to call for a special meeting; and

 

no supermajority voting provisions in the Restated Certificate of Incorporation or By-Laws.

•No supermajority voting provisions in the Restated Certificate of Incorporation or By-Laws.

Stockholders can find additional information concerning Chevron’s corporate governance structures and practices in Chevron’s Corporate Governance Guidelines, By-Laws, and Restated Certificate of Incorporation, copies of which are available on Chevron’s website at www.chevron.com/investors/corporate-governancecorporate- governance and are available in print upon request.

Respectfully submitted on March 30, 2021,26, 2024, by members of the Board Nominating and Governance Committee of your Board:

Ronald D. Sugar, Chair

Wanda M. Austin, Chair

Alice P. Gast

Charles W. Moorman

D. James Umpleby III

 

 

36    Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

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corporate governance

  corporate governance  

 

management compensation

committee report

The Management Compensation Committee (the “Committee”) of Chevron has reviewed and discussed with management the Compensation Discussion and Analysis beginning on page 3849 of this Proxy Statement. Based on such review and discussion, the Committee recommended to the Board of Directors of the Corporation that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Corporation’s Annual Report on Form 10-K.10-K for the year ended December 31, 2023.

Respectfully submitted on March 30, 2021,26, 2024, by members of the Management Compensation Committee of your Board:

Charles W. Moorman, Chair

Enrique Hernandez, Jr., Chair

Jon M. Huntsman Jr.

Ronald D. Sugar

D. James Umpleby III

Wanda M. Austin

Enrique Hernandez, Jr.

Jon M. Huntsman Jr.

audit committee report

 

Roles and responsibilities.The Audit Committee (the “Committee”) assists your Board in fulfilling its responsibility to provide independent, objective oversight of Chevron’s financial reporting and internal control processes. The Committee’s charter can be viewed on Chevron’s website at www.chevron.com under the tabs “Investors” and “Corporate Governance.”

Management is responsible for preparing Chevron’s financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and for developing, maintaining, and evaluating disclosure controls and procedures and internal control over financial reporting.

The Company’s independent registered public accounting firm – PricewaterhouseCoopers LLP (“PwC”) – is responsible for expressing an opinion on the conformity of Chevron’s financial statements with U.S. GAAP and on the effectiveness of Chevron’s internal control over financial reporting.

Required disclosures and discussions.In discharging its oversight role, the Committee reviewed and discussed with management and PwC the audited financial statements for the year ended December 31, 2020,2023, as contained in the 20202023 Annual Report on Form 10-K, and management’s and PwC’s evaluation of Chevron’s internal control over financial reporting. The Committee routinely met privately with PwC and discussed issues deemed significant

by PwC and/or the Committee. The

Committee has discussed with PwC the matters required to be discussed by Auditing Standard 1301, “Communications With Audit Committees,” as adopted bythe applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). and the U.S. Securities and Exchange Commission.

In addition, the Committee discussed with PwC its independence from Chevron and Chevron’s management; received the written disclosures and the letters required by the PCAOB regarding PwC’s independence; and considered whether the provision of non-audit services was compatible with maintaining PwC’s independence.

Committee recommendation.In reliance on the reviews and discussions outlined above, the Committee recommended to your Board that the audited financial statements be included in Chevron’s Annual Report on Form 10-K for the year ended December 31, 2020,2023, for filing with the U.S. Securities and Exchange Commission.

Respectfully submitted on February 24, 2021,20, 2024, by the members of the Audit Committee of your Board:

Charles W. Moorman IV,Debra Reed-Klages, Chair

John B. Frank

Marillyn A. Hewson

Dambisa F. Moyo

Debra Reed-Klages

 

 

communicating with the board

The Governance Committee reviews interested-party communications, including stockholder inquiries directed to non-employee Directors. The Corporate Secretary and Chief Governance Officer compiles the communications, summarizes lengthy or repetitive communications and the responses sent, and takes further action, as appropriate. All communications are available to the Directors.

Chevron Corporation—2021 Proxy Statement    37

executive compensation

Interested parties wishing to communicate their concerns or questions about Chevron to the independent Lead Director or any other non-employee Director may do so by mail addressed to the Lead Director, non-employee Director or the non-employee Directors as a group, c/o Office of the Corporate Secretary and Chief Governance Officer, Chevron Corporation, 5001 Executive Parkway, Suite 200, San Ramon, CA 94583-5006 or by email to corpgov@chevron.com.

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executive compensation

compensation discussion and analysis

executive summary

business descriptionThe Compensation Discussion and contextAnalysis describes our executive compensation programs for our Named Executive Officers (NEOs) for 2023.

2023 Named Executive Officers

Chevron’s NEOs(1)

Michael K. Wirth

Chairman and Chief Executive Officer

Pierre R. Breber

Vice President and Chief Financial Officer

Mark A. Nelson

Vice Chairman

A. Nigel Hearne

Executive Vice President, Oil, Products and Gas

R. Hewitt Pate

Vice President and General Counsel

company overview and outlook

 

Chevron is a fully integrated company involved in many facetsone of the world’s leading integrated energy industry.companies. We explore for, produce,believe affordable, reliable and transportever-cleaner energy is essential to enabling human progress. Chevron produces crude oil natural gas, and natural gas liquids; process and transport liquefied natural gas; refine, market, and distributemanufactures transportation fuels, and lubricants; manufacture and selllubricants, petrochemicals and additives; generate power; and develop and deploydevelops technologies that enhance our business valueand the industry. We aim to grow our oil and gas business, lower the carbon intensity of our operations and grow lower carbon businesses in multiple aspects of the Company’s operations.renewable fuels, carbon capture and offsets, hydrogen and other emerging technologies. Our business is capital-intensive and has long investment horizons – most of our resource and manufacturing investments span decades. Most of our product sales are commodities, whose prices can be volatile, leading to fluctuating earnings and cash flow through price cycles. Following decade-low oil prices in 2016, crude prices strengthened in 2017 and 2018, leading to improved earnings and cash flow. In 2019, Brent oil prices declined 10 percent, on

average, versus the prior year amid continued volatility as reduced supply following OPEC production cuts and U.S. sanctions on Iran and Venezuela, was overshadowed by demand concerns about a slowing global economy. By late March 2020, the Brent oil price was under $20 per barrel, having declined more than 70 percent since December 31, 2019, mainly due to the significant decline in demand as a result of the COVID-19 pandemic and the breakdown in the OPEC+ talks about production levels. In late 2020, the Brent price had recovered to $50 per barrel, largely based on optimism that the availability of COVID-19 vaccines would lead to economic recovery and greater oil demand, and that OPEC+ producers’ supply cuts would be only gradually reduced. Oil price futures (as of March 25, 2021) indicate Brent prices may remain near the $60 per barrel level in 2021.

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Note:

(1)

Brent futures prices are as of March 25, 2021

Chevron demonstrated resilience in an extremely challenging business environment in 2020 – supported by a strong balance sheet and flexible capital program – through:

Maintaining consistent financial priorities with unchanged commitments to the dividend, capital discipline, and protecting the balance sheet;

Taking decisive actions to preserve cash, including timely and significant capital reductions, while supporting long-term value;

Executing a lower-risk, flexible, and disciplined capital program;

Acquiring a quality company at an attractive price;

Achieving production guidance; and

Delivering competitive total stockholder return (“TSR”) performance, albeit lagged the S&P 500 Index.

38    Chevron Corporation—2021 Proxy Statement

  executive compensation  

Over the last 15 years, the Company’s dividend growth rate of 7.5 percent per year was nearly 4.5 times the peer group1 average, and was also higher than that of the S&P 500 Index. Our dividend yield2 was nearly three times higher than the S&P 500 Index at year-end. In January 2020, we raised our quarterly dividend per share by 8.4 percent, extending an annual dividend payment per share increase to 33 consecutive years. Two peers cut their quarterly dividend per share in 2020, ranging from 50 percent to 66 percent.

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Chevron continued to deliver competitive TSR performance among large-cap integrated energy companies1 over the one-, three-, five- and 10-year periods through the end of 2020.

The large-cap integrated energy companies underperformed the S&P 500 Total Return Index in TSR over these same periods, in part due to the significant drop in commodity prices since 2014.

Looking forward, weWe believe the Company is well positioned to deliver onachieve our objective of safely delivering higher returns, lower carbon, and superior stockholder value in any business environment by:

 

Driving higherImproving return on capital employed (“ROCE”) through lower organic capital and exploratory spend, greater cost reductions, and more capital efficient investments;

Pursuing an energy transition strategy that supports our businessinvestments and positions it for a lower carbon future;continued cost and

margin improvement efforts;

 

Generating cash flow with upside oil-price leverage and downside oil-price resilience.

We are focused on creating value for stockholders through a disciplined capital program, prioritizing high-return, low-execution-risk investments. We have an advantaged Upstream portfolio composed of long-duration, low-production decline assets (such as those in Australia, Kazakhstan, and the San Joaquin Valley), flexible, shorter cycle investments (such as the Permian and other shale and tight assets, infill drilling, and tiebacks), and an attractive queue of deepwater opportunities (such as the Gulf of Mexico, Brazil, and West Africa). We also have an efficient, returns-focused Downstream & Chemicals business.

We are helping advanceGrowing a lower carbon-intensity business together with profitable, lower carbon future by lowering carbon intensity cost efficiently, increasing renewablesnew energy businesses; and offsets in support of our business, and investing in low-carbon technologies to enable commercial solutions.

We believe our strategy positions Chevron to return cash to stockholders, today and into the future. We believe our financial strength and capital discipline can sustain our dividend in any reasonable price scenario while our portfolio is well positioned to generate excess cash in a rising commodity price environment. Finally, we have a strong management team, a talented organization, and a results-oriented culture, which we believe enable us to adapt to dynamic markets to deliver higher returns and lower carbon.

Notes:

1

Peer group: BP, ExxonMobil, Royal Dutch Shell, and Total. Dividends include both cash and scrip share distributions for European peers.

 

2•

Dividend yield at year-end reflects Chevron’s fourth quarter 2020

Generating surplus cash flow in upside oil-price environments and securing the dividend per share annualized, divided by Chevron’s closing stock price on December 31, 2020.

and a strong balance sheet in downside environments.

3

CAGR = Compound Annual Growth Rate

 

 

 

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Note:

(4)(1)

Figures rounded.Mr. Nelson served as Executive Vice President of Strategy, Policy and Development from October 2022 until February 2023, when he was appointed to the new corporate officer role of Vice Chairman. He continues to lead Chevron Strategy & Sustainability, Corporate Affairs, and Corporate Business Development. Effective January 1, 2024, Mr. Nelson’s scope of responsibilities expanded to include Information Technology and Procurement/Supply Chain Management, which collectively form the new Strategic Business Solutions organization. Mr. Hearne is a new NEO for 2023.

 

Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

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49

executive compensation

executive compensation  

 

highlights – 2020 compensation outcomes & 2021 program design changes

The Chevron Board Management Compensation Committee (“MCC”) maintained a disciplined and consistent approach through an extremely challenging year. The key compensation outcomes and program design changes include the following:

2020 Highlights

•  No adjustment to the annual bonus (i.e., Chevron Incentive Plan – “CIP”) scorecard, no modifications to Long-Term Incentive Plan (“LTIP”) metrics and objectives, and no repricing of underwater options.

•  No annual bonus (i.e., 2020 CIP award) for any Named Executive Officer (“NEO”).

•  Performance shares (2018-2020) vested at 97 percent of target value, reflecting a 120 percent modifier based on the predefined payout formula, a lower stock price and dividend accrual. The relative TSR comparison, which includes industry peers and the S&P 500 Total Return Index, has been consistently applied since 2017.

2021 Highlights and Changes

•  No change in any NEO’s 2021 salary.

•  No change in any NEO’s 2021 target compensation level.

•  Added Energy Transition as one of the four CIP performance categories – linking employees’ annual bonus to advancing a lower carbon future.

•  Added a second LTIP performance share metric, Relative ROCE Improvement – linking LTIP to our focus on delivering higher returns.

pay philosophy and plan designrole of the management compensation committee

 

The overall objective of our executive compensation program is to attract and retain management who will deliver long-term stockholder value in any business environment. Our compensation programs are designed with several important values and objectives in mind:

 

Pay competitively across all salary grades and all geographies; ourgeographies. Our target compensation is determined by benchmarking comparable positions at other companies of equivalent size, scale, complexity, capital intensity, and geographic footprint. We reference both oil industry peers and non-oilnon–oil industry peers in this analysis. Refer to page 45pages 57 and 58 for additional details;

Balance short-short-term and long-term decision making in support of a long-cycle-timelong-cycle business with a career-orientedlong-term employment model;

Pay for absolute and relative competitive performance, in alignment with stockholder returns; and

 

Apply compensation program rules in a manner that is internally consistent.

The Management Compensation Committee (“MCC”) oversees executive compensation programs and policies. The MCC solicits input from the CEO concerning the performance and compensation of other NEOs. The CEO does not participate in any discussion about his own pay. Proposed changes to the compensation of the CEO are recommended by the MCC and approved by the independent Directors of the Board. A complete description of the MCC’s authority and responsibility is provided in its charter, which is available on our website at www.chevron.com/investors/corporate-governance/ management-compensation and in print upon request.

 

 

pay element

The material components of our executive compensation program are summarized in the following chart.

 

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40    Chevron Corporation—2021 Proxy Statement

  executive compensation  

The MCC believes a large majority of each NEO’s target compensation should be at risk based on Company performance (approximately 92 percent for the CEO and 84 percent for the other NEOs), and the majority of this at-risk compensation should be tied to Chevron’s stock price. The amount NEOs eventually earn from their at-risk compensation will align strongly with what stockholders earn over that same period from their investment in Chevron.

2020 CEO                 

compensation mix                 

2020 other NEOs                    

compensation mix                    

LOGOPay element

 

 

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Metrics and purpose          

 

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*Comprised of the following equity vehicles: 50% Performance Shares, 25% RSUs, 25% Stock Options

2020 named executive officers

 Chevron’s Named Executive Officers, or NEOs

 Michael K. Wirth, Chairman and Chief Executive Officer

 Pierre R. Breber, Vice President and Chief Financial Officer

 James W. Johnson, Executive Vice President, Upstream

 Joseph C. Geagea, Executive Vice President, Technology, Projects & Services

 Mark A. Nelson, Executive Vice President, Downstream & Chemicals

2020 NEO target compensation

The table below summarizes the 2020 target compensation opportunities the Board and the MCC approved for the NEOs. Details of Chevron’s compensation philosophy and design can be found starting on page 45.

Name

 

Base salary

  

Target CIP

  

LTIP target value

  

 

Target total  

compensation  

 

Michael K. Wirth

 

$

1,650,000

 

 

$

2,640,000

 

 

$

15,500,000

 

 

$

19,790,000

 

Pierre R. Breber

 

$

1,020,000

 

 

$

1,122,000

 

 

$

4,002,320

 

 

$

6,144,320

 

James W. Johnson

 

$

1,210,000

 

 

$

1,452,000

 

 

$

5,197,500

 

 

$

7,859,500

 

Joseph C. Geagea

 

$

1,020,000

 

 

$

1,122,000

 

 

$

4,002,320

 

 

$

6,144,320

 

Mark A. Nelson

 

$

950,000

 

 

$

1,045,000

 

 

$

4,002,320

 

 

$

5,997,320

 

These amounts may differ from those shown in the Summary Compensation Table, based on actual salary received during the calendar year, the actual CIP award resulting from 2020 performance, and differences between the MCC’s target LTIP valuation approach and the grant date fair value calculations as presented in the Summary Compensation Table.

Chevron Corporation—2021 Proxy Statement    41

executive compensation  

Base salary

 Fixed level of competitive base pay to attract and retain executive talent

Annual incentive plan (Chevron Incentive Plan, or CIP)

Recognize annual performance achievements in the following categories (award is capped at 200% of target):

•  Financial results (35%)

•  Capital & cost management (30%)

•  Operating & safety performance (25%)

•  Lower carbon (10%)

Long-term incentive plan (“LTIP”)

Reward creation of long-term stockholder value using a balanced approach, with annual grants composed of three equity vehicles, each objectively measured and designed to focus recipients on different aspects of stockholder value creation:

•  Performance shares (50%): incentivize relative performance; composed of two elements, both based on three-year performance cycle and performance modifiers ranging from 0 to 200%

• 70% based on relative Total Shareholder Return (“TSR”) against the LTIP Performance Share Peer Group and the S&P 500 Total Return Index (“S&P 500 Index”) with a negative TSR adjustment for executive officers

• 30% based on relative ROCE Improvement (“ROCE-I”) against the LTIP Performance Share Peer Group

•  Restricted stock units (25%): incentivize absolute performance and retention; three-year ratable vesting with two-year post-vesting holding period for executive officers

•  Stock options (25%): incentivize absolute performance and long-term value creation; three-year ratable vesting; 10-year term

Benefits

Competitive retirement and savings plan benefits to encourage retention and support long-term employment; MCC and Board provide oversight of retirement/savings plan design and administration

 

Chevron Corporation 2024 Proxy Statement

50

The Summary Compensation Table also includes amounts for the change in pension value and all other compensation. The MCC made no changes or adjustments to pension policy or benefits in 2020. The change in CEO pension value remained high in 2020 due to a combination of actuarial factors that can vary in any given year, including for 2020:

Lower interest rates, which increased the present value of pension benefits, and

Promotional pay increases, notably for Mr. Wirth who became CEO in February 2018.

The annual pension value is not a current cash payment and will continue to fluctuate up or down, in any given year until an NEO’s retirement, based on the actuarial factors described in further detail in the footnotes to the Summary Compensation Table on page 61. Among the factors discussed, we anticipate that the impact of Mr. Wirth’s CEO promotional pay increase has now been largely accounted for in the pension value and will level off in future years. As a result, the Company expects to                         

report a substantially lower CEO pension accrual for 2021 and in future years, assuming other factors such as interest rates remain stable.executive compensation

 

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(1)

Reported compensation refers to the values disclosed in the Summary Compensation Table.

response to say-on-pay advisory vote and stockholder engagement

 

Chevron follows a robust process to systematically engage with its key stockholders to understand their perspectives and proactively address issues of importance. Among the issues routinely discussed in these engagements are Chevron’s executive compensation practices.

In 2020,2023, the Company continued its dialogue with stockholders. We had substantive engagements with stockholders regarding environmental, social, and governance issues with stockholders representing more than 38 percent40% of Chevron’s outstanding common stock.

These discussions covered a range of topics, including executive compensation. The CEO, Michael K. Wirth, the independentDr. Wanda Austin (independent Lead Director, Dr. Ron Sugar, and the Chair of the Public PolicyBoard Nominating and Governance Committee, Dr. Wanda Austin,and member of the Management Compensation Committee) participated in engagements with certain major stockholders.some of these meetings. Through these engagements, we continued to receivereceived positive feedback for the currentfollowing program design such as including the S&P 500 Total Return Index in the LTIP Performance Share Peer Group and including greenhouse gas intensity reduction measures in the CIP scorecard.changes:

Continued progress in the transparency,

clarity and simplicity of annual bonus program

Performance share payout that
considers stockholder returns

Facilitate greater stock
ownership

The CIP scorecard disclosure was enhanced to include thresholds and maximums for the most controllable measures (i.e., those not subject to commodity price assumptions) and provide greater transparency into the MCC’s decision making.

The individual performance disclosure was enhanced to provide greater clarity to the link between performance and bonus outcome.

The 2023 CIP scorecard was simplified to focus on clear, high-impact, and quantifiable metrics that support progress toward our objective of safely delivering higher returns and lower carbon.

Effective with the 2023 LTIP grant for executive officers, a negative TSR adjustment is included in the payout formula that reduces the payout modifier by 20% in the event of an above-target payout associated with a negative TSR for the performance period.

Effective with the 2023 LTIP grant, RSU awards settle in stock generally for all U.S. equity recipients, including executive officers. RSU awards for executive officers include a two-year post-vesting holding period.

Effective with the 2024 LTIP grant, performance share awards will settle in stock, generally for all U.S equity recipients, including executive officers.

Chevron’s 2020 2023 Say-on-Pay vote received over 92 percent94.8% support, which demonstratesdemonstrating stockholders’ strong support of our executive compensation practices and pay for performance alignment.

During our engagements, stockholders also expressed appreciation of our adoption of an energy transition strategy that supports the business and positions the Company to be resilient in a lower carbon future, and our focus on increasing return on capital employed to sustain the dividend. To further align executive compensation with stockholder               

interests, the MCC approved the following program changes effective 2021:

Energy Transition measures in the 2021 CIP scorecard. We have modified the 2021 CIP scorecard to include an “Energy Transition” category. Performance will be measured against the Company’s progress towards reducing GHG intensity, increasing renewable energy and carbon offsets, and investing in low-carbon technologies. The scorecard performance outcomes impact CIP payout for our eligible employees – approximately 40,000 at year-end 2020.

Relative ROCE Improvement in the 2021 performance share grant. We added “Relative ROCE Improvement” as a second performance metric to the 2021 performance share grant. Performance shares will continue to represent 50 percent of the LTIP grant value, with payout weighted 70 percent based on relative TSR against the LTIP Performance Share Peer Group and 30 percent based on Relative ROCE Improvement against large-cap integrated energy companies (BP, ExxonMobil, Royal Dutch Shell, and Total).

Chevron and the MCC believe both these changes reinforce our objective of “higher returns, lower carbon” and are responsive to views expressed by our stockholders.

Our stockholders’ views on executive compensation are important to us, and the MCC and Board regularly considersconsider the Say-on-Pay vote outcome and stockholder insights in assessing our executive compensation program. We remain committed to continuing the dialogue with stockholders on compensation issues as part of our ongoing engagement.

 

2020Chevron Corporation 2024 Proxy Statement

51

executive compensation

2023 performance

In 2023, with commodity prices lower than the prior year, Chevron delivered solid financial results, returned record cash to stockholders, and grew worldwide and U.S. production to a Company record.

          

net income

 

ROCE(1)

 

record cash returned

to stockholders

  

record annual worldwide and

U.S. oil and gas production

  
$21.4 11.9% $26.3  3.1 

million barrels

of oil-equivalent

per day worldwide

billion   billion  
  
down 40% from 2022 down 41% from 2022 up 18% from 2022  10% growth in Permian Basin
from 2022
          

The Company and its affiliates’ other significant business highlights in 2023 include the following:

 

Chevron’s 2020 financial results were weak driven by global economic conditions and COVID-19, which negatively impacted Upstream realizations and Downstream margins and volumes. However, we               

demonstrated resilience duringAchieved first natural gas production from the year – supported by a strong balance sheet and flexible capital program. We remained committed to consistent

42    Chevron Corporation—2021 Proxy Statement

  executive compensation  

financial priorities, including maintaining the dividend, pursuing a disciplined capital program, and protecting the balance sheet while achieving key operational objectives and project milestones.

We delivered 3.131 million barrels of oil-equivalent per dayGorgon Stage 2 development in net production, excluding divestments, at the upper-end of our 0 to 3 percent guidance range. This was accomplished during a challenging year to operate safely and reliably.

Australia.

 

Achieved first oil at the Mad Dog 2 project in the Gulf of Mexico.

We made substantial progress

Reached final investment decision to construct a third gathering pipeline that is expected to increase natural gas production capacity at the Leviathan field, offshore Israel.

Received approvals to extend Block 0 concession in Angola through 2050.

Received approval to extend licenses in Venezuela with PetroBoscan, S.A. and PetroIndependiente, S.A. through 2041.

Achieved mechanical completion on major capital projects and improving capital efficiency. The Tengizchevroil (“TCO”)the Future Growth Project / Wellhead Pressure Management Project (“FGP/WPMP”FGP”) completed module fabrication, all sealift activities, andat the restack on foundations of four Pressure Boost Facility compressor modules. However,Company’s 50 percent-owned affiliate, Tengizchevroil LLP.
Converted the integration ofdiesel hydrotreater at the Third Generation Project (“3GP”) / Third Generation Gas Injection Plant (“3GI”) utility modules was delayed dueEl Segundo, California refinery to the reprioritization of activity following COVID-19 demobilizations of personnel. In the Permian, unit development costs continued to improve, despite lower capital investment and market-driven production curtailments.

process either 100 percent renewable or traditional feedstocks.

 

Organic capitalExpanded the Bayou Bend carbon capture and exploratory (“C&E”) spendingsequestration hub on the U.S. Gulf Coast through an acquisition of $13.1 billion was significantly below the Company’s original 2020 budget of $20 billion—exceeding the 30 percent ($6 billion) targeted reduction.

nearly 100,000 acres.

 

We demonstratedCompleted the acquisition of a strong commitment to capital discipline by acquiring Noble Energy, Inc.majority stake in ACES Delta, LLC (“Noble Energy”ACES Delta”) at, which is developing a low premiumgreen hydrogen production and attractive stock price.

storage hub in Utah.

 

• Completed the acquisition of PDC Energy, Inc. (“PDC”), enhancing the Company’s strong presence in the Denver-Julesburg and Permian Basins in the United States.

Announced a definitive agreement to acquire Hess Corporation (“Hess”), which is expected to strengthen Chevron’s long-term performance by adding world-class assets and people.

Ourwe delivered on our financial priorities

 1. maintain and grow dividend

2. fund capital program

3. strong balance sheet remained strong, ending the year with a 22.7 percent

4. return surplus cash

•   $11.3 billion in dividends

•   6% quarterly dividend increase, to $1.51 per share

•   $15.8 billion capex,(2)(3) 32% YoY increase

•   $3.5 billion affiliate capex,(2) 5% YoY increase

•   $35.6 billion cash flow from operations and $19.8 billion free cash flow(1)

•   11.5% debt ratio, 7.3% net debt ratio including the debt assumed from the Noble Energy acquisition.1(1)

•   $14.9 billion shares repurchased

•   32% higher than previous Company record

 

Operating expense was $25.4 billion slightly better than Plan. Severance charges of approximately $900 million mostly offset cost           

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savings in 2020. Since 2014, operating expense have declined 15 percent.

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Five-year reserve replacement ratio was 98 percent, reflecting the sustainability of our business at current prices, and our 2020 reserve replacement ratio of 74 percent, including the impact of divestitures, write-offs, and the Noble Energy acquisition.

 

•(1)

Our balance sheet remained strong, ending the year with a 25.2 percentDefinition and calculations for ROCE and debt ratio and 22.7 percent net debt ratio, including the debt assumed from the Noble Energy acquisition.1

We grew our annual dividend by 8.4 percent, or $0.40 per share, to $5.16, representing the 33rd consecutive annual increase. At year-end, Chevron’s dividend yield was nearly 4 percentage points higher than the dividend yield of the S&P 500 Index. In 2020, we returned $11.4 billion in dividends and share buybacks to our stockholders.

Looking forward, we believe the Company is well positioned to deliver on our objective of higher returns, lower carbon, and superior stockholder value creation in any environment. We are focused on improving ROCE to sustain our leading dividend and lowering carbon intensity to advance a lower carbon future. Our 2021 C&E program continues a disciplined approach to investment. We continue to invest in digital technologies to enhance safety, increase revenues, lower costs, and improve reliability. Our strategy positions Chevron to return cash to stockholders today and into the future. We believe our financial strength and capital discipline can sustain our dividend in any reasonable price scenario while our portfolio is well positioned to generate excess cash in a rising commodity price environment.

Note:

1

A definition of net debt ratio, and reconciliation of net debt ratio to debt ratio, is included on pages 45 through 4650 and 51, respectively, of our Annual Report on Form 10-K for the year ended December 31, 2020.2023. Free cash flow and net debt ratio are non-GAAP financial measures. See Appendix A for a reconciliation to U.S. GAAP.

(2)

Capital expenditures (capex) and equity affiliate capital expenditures (affiliate capex) are detailed on pages 48-49 of our Annual Report on Form 10-K for the year ended December 31, 2023.

(3)

The Company’s capex includes the acquisition of a majority stake in ACES Delta. Capex excludes the acquisition cost of PDC but includes the ongoing organic capex associated with the acquired assets after the closing date.

Chevron Corporation 2024 Proxy Statement

52

executive compensation

total stockholder return

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In January 2023, we raised our quarterly dividend per share by 6%, extending our annual dividend payment per share increase to 36 consecutive years. Over the past 15 years, the Company’s dividend growth rate of 6.0% per year (CAGR1) was close to 19 times the LTIP peer group2 average and generally on par with the S&P 500 Total Return Index. Our dividend yield3 was more than two and a half times higher than the S&P 500 Total Return Index at year-end.

Although the one-year TSR performance was challenged, Chevron delivered competitive TSR performance among the LTIP peer group2 over the five- and 10-year periods through the end of 2023.

The large-cap integrated energy companies underperformed the S&P 500 Total Return Index in TSR over the one-, five- and 10-year periods.

 

 

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(1)
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CAGR = compound annual growth rate

Notes:

(2)

Total capitalLTIP peer group: BP, ExxonMobil, Shell, and exploratory expendituresTotalEnergies; dividends include equity in affiliates. both cash and scrip share distributions for European peers.

(3)

Dividend yield at year-end reflects Chevron’s fourth quarter 2023 dividend per share annualized, divided by Chevron’s closing stock price on December 29, 2023.

(4)

Figures rounded.

 

Chevron Corporation 2024 Proxy Statement

53

executive compensation

2023 compensation programs and outcomes

The MCC believes a large majority of each NEO’s target compensation should be at risk based on Company performance, and the majority of this at-risk compensation should be tied to Chevron’s stock price. The amount NEOs eventually earn from their at-risk compensation will align strongly with what stockholders earn over that same period from their investment in Chevron.

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annual incentive plan (Chevron Incentive Plan)(1)

(3)
2023 corporate performance rating

CEO CIP award(2)

$2,610,000

Metric

Weight

Score 

Financial results

35%

0.85–0.95 

Corporate performance rating: 0.95

x

Individual bonus component: $2,747,250

Individual bonus component:

Capital & cost management

30%

0.85–0.95 

Operating expenses, selling, general& safety performance

25%

0.95–1.05 

Lower carbon

10%

1.05–1.15 

Base

salary

$1,850,000

x

Bonus target %

165%

=

Bonus

target

$3,052,500

-

Individual performance adjustment

$305,250 (-10%)

Corporate performance rating range (weighted)

0.90–1.00

Final corporate performance rating (weighted)

0.95

Overall award capped at 200% of target

long-term incentive plan (LTIP)(1)

The CEO LTIP award of $17,000,000 comprises the following equity vehicles:

Component

ProportionHow 2023 awards workVesting

Performance shares

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70% based on relative TSR as measured against the LTIP Performance Share Peer Group and administrative expenses and other components of net periodic benefit costs as reportedthe S&P 500 Index, with a negative TSR adjustment for executive officers that reduces the payout modifier by 20% in the consolidated statementevent of income (excludes affiliate spend). an above-target payout associated with a negative TSR for the performance periodThree-year cliff vesting
30% based on relative ROCE-I as measured against the LTIP Performance Share Peer Group

Restricted stock units (RSUs)

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Rewards corporate performance and supports executive retention through a two-year post-vesting holding period for executive officersThree-year ratable vesting

Stock
options

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10-year term; rewarding absolute stock price performance and long-term value creation

Three-year ratable vesting

2021 performance share payout

Performance period:

January 2021–December 31, 2023

Performance measure:

70% relative TSR against the LTIP Performance Share Peer Group and the S&P 500 Index

30% relative ROCE-I against the LTIP Performance Share Peer Group

Outcome:

79% payout multiplier

(1)

See pages 60–70 for more details regarding the program design and performance.

(2)

Figures rounded.

 

Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

43

54

executive compensation

executive compensation  

 

CEO realizable pay

 

The MCC establishes Mr. Wirth’s target compensation based on several factors, including an external comparison of compensation opportunities for CEOs at companies of comparable size, scope, and complexity and utilizing a consistent application of Chevron’s internal compensation policies and structure.

The MCC believes that the CEO’s realizable compensation should align with stockholder value creation and relative TSR performance.

The following charts compare Mr. Wirth’s target and realizable compensation

as of December 31, 2020,2023, for compensation opportunities awarded to him in 2018, 2019,2021, 2022, and 2020. In each of the three years shown, the2023. The realizable value of Mr. Wirth’s 2022 and 2023 compensation package as of December 31, 2020,2023, is significantly lower than the target value, due primarily to Chevron’s stock price performance. The ultimate realized values will match or exceed targets only when Chevron’s common stock price increases and relative TSR improves.and ROCE-I improve.

 

 

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NotesLOGO

(1)

Target Valuevalue reflects: (i) base salary rate each year, (ii) target CIP award, and (iii) intended grant date value of LTIP awards (50 percent(50% performance shares, 25 percent25% restricted stock units, and 25 percent25% stock options).

 

(2)

Realizable Valuevalue at 12/31/2020year-end 2023 reflects: (i)the actual paid base salary during the calendar year; (ii)year, the actual CIP award earned for that performance year, and (iii) the actual prevailing LTIP value at 12/31/2020. 2023.

•

For (i) 2019 and 2020 performance shares: reflects 12/31/2020 TSR rank versus the LTIP Performance Share Peer Groupfinal performance multiplier of 79% for 2021 grant, and associatedinterim performance modifier (120 percentmultipliers of 28% and 15%, respectively, for both 20192022 and 2020 grants)2023 grants, multiplied by Chevron’s stock price at 12/31/2020 ($84.45), including dividend accrual; and (ii) for the 2018 performance shares: the amount earned and paid at 120 percent using the 20-day trailing average trailing price of Chevron common stock at 12/31/2020the end of the 2023 performance period ($88.27)147.46), including dividend accrual. For restricted stock units, reflects Chevron’s stock price at 12/31/2020 ($84.45) including dividend accrual. accruals.

For RSUs: reflects Chevron’s stock price at 12/29/2023 ($149.16), including dividend accruals.

•

For stock optionsoptions: reflects that none of the past three awards is currently “in the money,”in-the-money value for 2021, 2022, and 2023 grants, with exercise prices of $125.35 (2018)$88.20 (2021), $113.01 (2019)$132.69 (2022), and $110.37 (2020)$179.08 (2023) relative to Chevron’s common stock price at 12/31/202029/2023 of $84.45.$149.16.

Chevron Corporation 2024 Proxy Statement

55

executive compensation

best practice in compensation governance

To ensure independent oversight, stockholder alignment, and long-term sustainability, our executive compensation program has the following governance elements in place.

what we do

Our leading practices include:

LOGO

Robust stockholder engagement plan to ensure alignment with stockholder interests

 

LOGO

Stock ownership guidelines for the Chief Executive Officer, six times base salary; for the Vice Chairman, Executive Vice Presidents and Chief Financial Officer (“CFO”), four times base salary; for all other Executive Officers, two times base salary

44     Chevron Corporation—2021 Proxy StatementLOGO

Two-year post-vesting holding period for executive officers required by RSU award agreement

LOGO

MCC has discretion to reduce performance share payouts

LOGO

Deferred accounts inaccessible until a minimum of one year following termination

LOGO

Misconduct-based, discretionary forfeiture, and repayment provisions included in the CIP, long-term incentive plans, Deferred Compensation Plan, Retirement Restoration Plan, and Employee Savings Investment Plan–Restoration Plan

LOGO

Company’s Dodd-Frank Clawback Policy intended to supplement discretionary forfeiture and repayment provisions in compensation plans by mandating recovery of certain incentive-based compensation from Section 16 reporting officers in the event of a required accounting restatement

LOGO

Significant CEO pay at risk (92%)

LOGO

Thorough assessment of Company and individual performance

LOGO

MCC composed entirely of independent Directors

LOGO

Independent compensation consultant hired by and reports directly to the MCC

LOGO

Annual assessment of incentive compensation risks

what we don’t do

 

X

No excessive perquisites; all have a specific business rationale

X

No individual supplemental executive compensation  retirement plans

 

X

No stock option repricing, reloads, or exchanges without stockholder approval

X

No loans or purchases of Chevron equity securities on margin

X

No transferability of stock options (except in the case of death)

X

No stock options granted below fair market value

X

No hedging or pledging of Chevron equity securities

X

No change-in-control agreements for NEOs

X

No tax gross-ups for NEOs

X

No “golden parachutes” or “golden coffins” for NEOs

 

Chevron Corporation 2024 Proxy Statement

56

executive compensation

compensation discussion and analysis
in detail

compensation planning and governance

The graphic below illustrates the timing and key governance elements of the executive compensation planning cycle:

 

LOGO

LOGO

use of peer groups

We are always competingcompete for the best talent with our direct industry peers and with the broader market. Accordingly, the MCC regularly reviews the market data, pay practices, and compensation ranges among both oil industry peers and non-oilnon–oil industry peers to ensure that we continue to offer a reasonable and competitive executive pay program. Our core peer group is reviewed regularly by the MCC, with input from the MCC’s independent compensation consultant, and updated as appropriate. Throughout thisthe Compensation Discussion and Analysis, we refer to three distinct peer groups, as described below. We source peer company data from compensation consultant surveys and public disclosures.

 

Peer groupGroup

 

Description

Oil Industry Peer Group

Oil industry peer group (11nine companies)

 

Companies with substantial U.S. or global operations that closely approximate the size, scope, and complexity of our business or segments of our business.

This is the primary peer group used to understand how each NEO’s total compensation compares with the total compensation for reasonably similar industry-specific positions.

Anadarko was removed from the benchmarks for 2020 compensation actions due to its acquisition by Occidental. Devon will be removed from the benchmarks for 2021 compensation actions due to its withdrawal from the reported survey data.

 

Non–oil industry peer group Industry Peer Group

(14 companies)

 

Companies of significant financial and operational size that have, among other features, global operations, significant assets and capital requirements, long-term project investment cycles, extensive technology portfolios, an emphasis on engineering and technical skills, and extensive distribution channels.

This is the secondary peer group used to periodically compare our overall compensation practices against a broader mix of non-oilnon–oil companies that are similar to Chevron in size, complexity, and scope of operations.

 

In March 2019,Cisco Systems was added to the MCC approved the removal of GE from the benchmarksnon–oil industry peer group for 2020 compensation actions, due to change in its size and comparability.

In June 2019, DowDupont split into three companies. The new Dupont de Nemours was retained in the benchmark referenced for 2020 compensation actions and will be removed for benchmarking for 2021 compensation actions.

2023.

LTIP performance share peer group

(four companies & one stock index)

 

LTIP Performance

Share Peer Group

(four companies)

Companies used to compare our TSR and ROCE-I for the purpose of determining performance share payout: BP, ExxonMobil, Royal Dutch Shell, Total, and theTotalEnergies. The S&P 500 Total Return Index.

The inclusion of the S&P 500 Total Return Index broadens the performance benchmark beyond industry peers and requires Chevron to outperform both industry peers and a market-based index in order to receive maximum payout. The MCC believes this further aligns executive pay with long-term stockholder interests.

Effective with the 2021 grant, a second metric – Relative ROCE Improvement – was added and measured against the large-cap integrated energy companies (BP, ExxonMobil, Royal Dutch Shell, and Total).

is included for TSR comparison only.

 

Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

45

57

executive compensation  

executive compensation

 

The energy companies most similar to Chevron in size, complexity, geographic reach, business lines, and location of operations are BP, ExxonMobil, Royal Dutch Shell, and Total.TotalEnergies. These companies are key competitors for stockholder investments within the larger global energy sector. We also compete for stockholder investment and employee talent with smaller U.S. companies, including the larger independent exploration

and production companies and the larger independent refining and marketing companies. The Non–Oil Industry Peer Group includes capital-intensive, global, large-scale, and high-complexityhighly complex companies. The median market cap (as of 12/31/2020)2023) of the Non–Oil Industry Peer Group was $173$158 billion (vs. $163$281 billion for Chevron), and the median salesrevenues for 20202023(1) were $62$64 billion (vs. $94$197 billion for Chevron).

LOGO

 

(1)

Cisco revenue based on fiscal year ended July 29, 2023. All other companies’ revenue based on fiscal year ended December 31, 2023.

(2)
LOGOLOGO

LOGO

Note:

(1)   TotalTotalEnergies is part of the LTIP Performance Share Peer Group, but not part of the Oil Industry Peer Group due to its limited U.S. operations.

base salary

Chevron Corporation 2024 Proxy Statement

58

executive compensation

 

2023 NEO target compensation

The table below summarizes the 2023 target compensation opportunities the MCC and the Board approved for the NEOs.

Name

 

  

Base salary

 

  

Target CIP

 

  

LTIP target
value

 

  

Target total 
compensation 

 

Michael K. Wirth

    $1,850,000     $3,052,500 (165%)    $17,000,000   $21,902,500 

Pierre R. Breber

    $1,150,000     $1,265,000 (110%)    $4,223,700   $6,638,700 

Mark A. Nelson

    $1,200,000     $1,440,000 (120%)    $5,512,500   $8,152,500 

A. Nigel Hearne

    $1,050,000     $1,260,000 (120%)    $5,512,500   $7,822,500 

R. Hewitt Pate

    $1,100,000     $1,210,000 (110%)    $4,223,700   $6,533,700 

These amounts may differ from those shown in the “Summary Compensation Table” of this Proxy Statement, based on actual salary earned during the fiscal year, the actual CIP award resulting from 2023 performance, and differences between the MCC’s target LTIP valuation approach and the grant date fair value calculations as presented in the “Summary Compensation Table.”

base salary

Base salaries are determined through market surveys of positions of comparable level, scope, complexity, and responsibility. There is no predetermined target or range within the Oil Industry Peer Group or the Non–Oil Industry Peer Group as an objective for Mr. Wirth’s base salary. Instead, the MCC takes into account the data provided by the MCC’s independent consultant, the relative size, scope, and complexity of our business, Mr. Wirth’s performance and tenure, and the aggregate amount of Mr. Wirth’s compensation package. For the other NEOs, each executive officer is assigned a base salary grade based on competitive

data and relative internal parity of the role. The MCC annually reviews the base salary grade ranges and may approve changes in the ranges based on business conditions and comparative peer group data provided by the MCC’s independent consultant. Within each salary grade range, the MCC makes base salary determinations for each NEO taking into account qualitative considerations, such as individual performance, experience, skills, retention objectives, and leadership impact. The independent Directors of the Board approve the compensation of the CEO and ratify the compensation of the other NEOs.

46    Chevron Corporation—2021 Proxy Statement

  executive compensation  

adjustments in 20202023 base salaries

TheIn January 2023, the independent Directors of the Board, upon the recommendation of the MCC, increased Mr. Wirth’s base salary based onto $1,850,000, taking into account his 20192022 performance and the salarydesired compensation level relative to CEOs of other CEOs amongboth oil and non-oilnon–oil industry peer groups.companies. In addition, Mr. Nelson received a salary increase effective February 1, 2023, aligned with his appointment to Vice Chairman. The MCC also adjusted the NEO salary grade ranges by 1 percent for the 2020 compensation cycle afterother NEOs’ base salaries in 2023, taking into account market conditions and             

survey data. As to individual NEO salary changes, the MCC made salary adjustments reflective of each NEO’s 2019their 2022 performance, experience, and competitive benchmarks. All NEOs’ salary increases werebenchmarks, effective on AprilMarch 1, 2020.

Name    Position 

 

2019
Base salary*

  

 

2020
Base salary*

  

 

Adjustment

for 2020

 

 

Michael K. Wirth

 

 

 

Chairman and Chief Executive Officer

 

 

 

$

 

 

    1,600,000

 

 

 

 

 

 

$

 

 

    1,650,000

 

 

 

 

 

 

 

 

 

3.1

 

 

% 

 

 

Pierre R. Breber

 

 

 

Vice President and Chief Financial Officer

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

$

 

 

1,020,000

 

 

 

 

 

 

 

 

 

2.0

 

 

% 

 

 

James W. Johnson

 

 

 

Executive Vice President, Upstream

 

 

 

$

 

 

1,200,000

 

 

 

 

 

 

$

 

 

1,210,000

 

 

 

 

 

 

 

 

 

0.8

 

 

% 

 

 

Joseph C. Geagea

 

 

 

Executive Vice President, Technology, Projects & Services

 

 

 

$

 

1,000,000

 

 

 

 

$

 

1,020,000

 

 

 

 

 

 

2.0

 

% 

 

Mark A. Nelson

 

 

 

Executive Vice President, Downstream & Chemicals

 

 

 

$

 

    900,000

 

 

 

 

$

 

950,000

 

 

 

 

 

 

5.6

 

% 

*

Base salary refers to the approved annual salary rate as of the effective date.

adjustments in 2021 base salaries

In January 2021, the independent Directors of the Board, upon recommendation of the MCC, made no change to Mr. Wirth’s salary. In addition, after taking into account market conditions and survey data, the MCC made no changes to any of the other NEO base salaries for the           

2021 compensation cycle.2023. See the Summary“Summary Compensation TableTable” on page 6075, which reflects actual salary earned during the fiscal year and for more information on base salary changes over time.

Name

 

 

Position

 

 

2022 base
salary

 

 

2023 base
salary

 

 

Adjustment 
for 2023 

 

Michael K. Wirth

 Chairman and Chief Executive Officer  $1,700,000  $1,850,000   8.8%  

Pierre R. Breber

 Vice President and Chief Financial Officer  $1,075,000  $1,150,000   7.0%  

Mark A. Nelson

 Vice Chairman  $1,100,000  $1,200,000   9.1%  

A. Nigel Hearne

 Executive Vice President, Oil, Products and Gas  $1,000,000  $1,050,000   5.0%  

R. Hewitt Pate

 Vice President and General Counsel  $1,025,000  $1,100,000   7.3%  

adjustments in 2024 base salaries

In January 2024, the independent Directors of the Board, upon the recommendation of the MCC, increased Mr. Wirth’s base salary to $1,900,000, taking into account his 2023 performance and the desired compensation level relative to CEOs of both oil and non–oil industry peer companies. The MCC adjusted the other NEOs’ base salaries in 2024 (ranging from 0% to 6.3%) reflective of their 2023 performance, experience, and competitive benchmarks. All salary increases are effective March 1, 2024.

 

Chevron Corporation 2024 Proxy Statement

59

executive compensation

annual incentive plan (chevron incentive plan)(Chevron Incentive Plan)

 

The Chevron Incentive Plan is designed to recognize annual performance achievements based on the MCC’s assessment of Company performance across four categories: financialperformance categories that are Company priorities and are in large part reflected in the Company’s Business Plan:

Financial results capital(weighted 35%)

Capital & cost management operating(weighted 30%)

Operating & safety performance and health, environmental and safety performance. (weighted 25%)

Lower carbon (weighted 10%)

LOGO

Each category contains multiple short-term performance measures, reflecting outcomes of both short-term and long-term measures on absolute and relative competitive performance as well as theand improving performance trendtrends over time.

The award is delivered as an annual cash payment based on an individual bonus component reflecting executive leadership and performance, multiplied by the Corporate Performance Rating. The CIP award determination process is consistent across approximately 40,000 38,000 CIP-eligible Chevron employees, with the award target varying by pay grade. See page 4159 for the target CIP value for each NEO.

 

2020 CIP Highlights

•  No adjustment to the annual bonus (i.e., CIP) scorecard.

 

•  No annual bonus (i.e., 2020 CIP award) for any NEO.

2021 CIP Highlights and Changes

•  Added Energy Transition as one of the four CIP performance categories – linking employees’ annual bonus to advancing a lower carbon future.

Chevron Corporation—2021 Proxy Statement    47

executive compensation  

The CIP award for the CEO and theall other NEOs is calculated as follows:=

Corporate performance rating(1)X Individual bonus component (“IBC”)(2)

 

   reflects individual bonus target and performance adjustment

Corporate Performance Rating   

Overall award capped at 200% of target

 

x

  Individual Bonus Component     

(base salary x bonus percentage)

ÀÀ

At the beginning of each performance year, the MCC reviews and approves the annual performance measures, weightings, and goals established with the Business Plan. After the end of the performance year, the MCC reviews and assesses Company performance metrics and sets the Corporate Performance Rating based on a range of measures in four categories.

Performance is viewed across multiple parameters (i.e., absolute results; results vs. Business Plan; results vs. Oil Industry Peer Group and/or general industry; performance trends over time). The performance measures are also assessed taking into account the elements that may be market- driven or otherwise beyond the control of management. See pages 49 and 50 for a discussion of 2020 performance.

The minimum Corporate Performance Rating is zero (i.e., no award), and the maximum is two (i.e., 200 percent).

The Individual Bonus Component (IBC) is determined by the MCC taking into account competitive bonus targets among oil peers and individual performance.

Before the beginning of each performance year, the MCC establishes a target as a percentage of the NEO’s base salary, which is set with reference to target opportunities found across Chevron’s Oil Industry Peer Group. The MCC then establishes a bonus range, which is 75 to 125 percent of the target for the 2020 performance cycle. All CIP participants in the same salary grade have the same target and bonus range, which provides for internal equity and consistency.

At the end of the performance year, the MCC determines the IBC for each NEO by selecting a percentage point within the bonus range based on an assessment of individual performance, including personal effort and initiative, business unit performance, and the individual’s leadership impact on the enterprise. Under extraordinary circumstances, the IBC may be adjusted upward or downward, including to zero, for any employee at the sole discretion of the MCC.

The CEO recommends to the MCC an IBC for each NEO other than himself.

The MCC recommends the IBC for the CEO and approves the IBC for the other NEOs. The independent Directors of the Board approve the IBCs for the CEO and ratify the IBCs for the other NEOs.

Overall award capped at 200 percent of target

Chevron goes through a rigorous goal-settinggoal setting and performance review process to determine the CIP Corporate Performance Rating. Annually, Business Plan objectives are determined after thorough reviews and approvals by the Enterprise Leadership Team (“ELT”), a subcommittee of the Executive Committee, and the Board. The ELT is responsible for setting objectives that challenge the Company to optimize strategies and portfolio composition and to improve operational performance to create

stockholder value. Robust annual performance measures, weightings, and goals are established with the Business Plan, subject to review and approval by the MCC. Mid-year and end-of-year reviews by the Board and the MCC systematically assess progress against these measures. The MCC has discretion in determining CIP awards, which includes discretion to set the award to zero if conditions warrant it.warrant.

(1)

At the beginning of each performance year, the MCC reviews and approves the annual performance measures, weightings, and goals established with the Business Plan. After the end of the performance year, the MCC reviews and assesses Company performance metrics and sets the Corporate Performance Rating based on a range of measures in four categories. The MCC also evaluates achievement of the performance measures by taking into account elements that may be market-driven or otherwise beyond the control of management. See pages 52–53 for a discussion of 2023 performance.

The minimum Corporate Performance Rating is zero (i.e., no award), and the maximum is two (i.e., 200%).

(2)

Before the beginning of each performance year, the MCC establishes a target as a percentage of the NEOs’ base salary, which is set with reference to target opportunities found across Chevron’s Oil Industry Peer Group. The MCC then establishes a bonus range, which is 75% to 125% of the target for the performance cycle. All CIP participants in the same salary grade have the same target and bonus range, which provides for internal equity and consistency.

At the end of the performance year, the MCC determines the IBC for each NEO by selecting a point within the bonus range based on an assessment of individual performance, taking into account personal effort and initiative, business unit performance, and the individual’s leadership impact on the enterprise. Under extraordinary circumstances, the IBC may be adjusted upward or downward, including to zero, for any employee at the sole discretion of the MCC.

The CEO recommends to the MCC an IBC for each NEO other than himself.

The MCC recommends the IBC for the CEO to the independent Directors of the Board and approves the IBCs for the other NEOs. The independent Directors of the Board approve the IBC for the CEO and ratify the IBCs for the other NEOs.

 

2020Chevron Corporation 2024 Proxy Statement

60

executive compensation

2023 CIP corporate performance rating

In January 2021,2024, the MCC evaluated Chevron’s 20202023 performance across the four CIPperformance categories: financial results, capital & cost management, operating & safety performance, and health, environmental and safety performance.lower carbon. A raw score range was assigned based on the Company’s actual performance with respect to the category composed of particular performance measures comprising each category as measured against the Company’s Plan. This raw score can span from zero (reflecting very poor performance) to two (reflecting outstanding performance) for each category. Category weights are then applied to the raw score ranges to determine an overall range. When determining the Corporate Performance Rating, the MCC may apply discretion when assessing the Company’s performance.

The MCC determined2023 CIP scorecard was simplified to focus on clear, high-impact, and quantifiable metrics that all NEOs wouldsupport progress toward our objective of safely delivering higher returns and lower carbon. We continued to include thresholds and maximums for specific performance measures from our Plan to provide more transparency into the MCC’s decision making. A raw score of zero is assigned if the threshold result is not receive a cash bonusachieved. A raw score of 2.0 is assigned if the maximum result is achieved. In general, thresholds and maximums are established only for the 2020most controllable measures where Company performance cycle (see page 49history and robust industry benchmarks support a meaningful framework and commodity price assumptions do not introduce a volatile and less predictable component.

Commodity price fluctuations are a significant and uncontrollable factor in our industry. Plans, particularly financial measures, for additional details). Accordingly,any year are dependent on commodity price assumptions, and financial results vary significantly based on differences between assumed and actual commodity prices. We will continue disclosing our Plan and Plan assumptions for financial measures, but the CIP Corporate Performance Rating did not apply toMCC and the NEOs in 2020.Board believe that, instead of following a formulaic approach, taking a holistic view and applying disciplined judgment when assessing financial performance is more meaningful.

For all remaining CIP eligible employees,the 2023 performance year, the MCC assigned an overall 2020 CIP Corporate Performance Rating of 0.75. This rating ranked among the lowest in the Company’s history. The MCC determined that it accurately reflected the Company’s 2020 performance against the measures and also considered the extraordinary workforce effort to deliver safe and reliable energy during a global pandemic.

48    Chevron Corporation—2021 Proxy Statement

  executive compensation  

0.95, reflecting mixed results across all categories. Specific inputs to the MCC’s evaluation are summarized below.on the next page, followed by a detailed description of the basis for the compensation results. Plan assumptions were established in the second half of 2022 when Brent oil prices averaged around $95 per barrel.

Chevron Corporation 2024 Proxy Statement

61

executive compensation

Category Performance measures Threshold 2023
Plan(1)		   Maximum Results(2)   

 

   

 

 Raw
score		 Weighted
score
         
 

Financial

results

 

LOGO

 Adjusted ROCE(3) (%)   19.1   13.7%   l 

 

 

0.85-0.95

 

 

 

 

0.30-0.33

 

 

 

Free cash flow excluding

working capital(4) ($B)

 

 

   

 

34.4

 

   

 

$23.0B

 

   l

 

 

 

 


Relative adjusted earnings per share(5)

  

 

 


Median

  


Ranked 4th among LTIP
peer group

 

  l

 

 

              
         
 

Capital & cost

management

 

LOGO

 

Operating expenses,
excluding fuel and
transportation(6)

($B)

 23.6 21.6 19.6 $21.0B   l 

 

0.85-0.95

 

 

 

0.26-0.29

 

 

 

Organic capital
expenditures(7)

($B)

 

 

16.0

 

 

14.0

 

 

12.0

 

 

$15.2B

   

 

l

 

 

Major milestone

      l
 

FGP/WPMP(8) achieve

mechanical completion of

FGP scope

    3Q23    3Q23
              
         
 

Operating

& safety

performance

 

LOGO

 

Personal safety(9)

Fatalities

Serious injuries(10)

 

 

 

24

 

 

0

12

 

 

 

6

 

 

2

21

   l 

 

0.95-1.05

 

 

 

0.24-0.26

 

 

 

Process safety

 97 74 52 95   l

 

 

 

Net production, excluding
asset sales(11) (MBOED)

 2,920 2,995 3,100 3,098   l

 

 

 

 

Refinery operational
availability (%)

 95.5 96.6 97.5 96.3%  l

 

              
         
 

Lower

carbon

 

LOGO

 

Greenhouse gas

management

 Complete MACC(12) projects to

achieve a potential

designed abatement of

approximately 0.5 MM

tonnes of CO2e reductions

per year

 

Completed 42 projects to

achieve potential designed

abatement of 0.365 MM

tonnes of CO2e per year

   l 1.05-1.15 0.11-0.12
 

 

New energies

Equity renewable

fuels production (MBPD)

 24.0 27.5 31.0 30.0  
 Hydrogen Progress a commercial scale

hydrogen project to

Pre-Feed

 

Completed through the

acquisition of majority

interest in ACES Delta

 l
 

Carbon capture, utilization &
storage

 SE Texas CCS stratigraphic

well ready for execution

and achieve FID on a

capture technology trial

 

 

SE Texas stratigraphic well
ready for execution

 

FID reached on technology
pilot in September 2023

 
  
               
     Corporate Performance Rating Range 0.90–1.00
          Final Corporate Performance Rating 0.95

Chevron Corporation 2024 Proxy Statement

62

executive compensation

 

(1)
CategoryWeight  Performance measures

Year-end results vs. Plan

highlights

“Plan” refers to Board-

approvedBoard-approved Business Plan

Results(1)Raw score

  (0.00 - 2.00)

Weighted

score

Financial    

results    

40%

Earnings(2)

-$5.5B, significantly below Plan primarily driven by global economic conditions and COVID-19, resultingexternally disclosed guidance for organic capital expenditures and affiliate capital expenditures based on assumptions established in lower Upstream realizations and Downstream margins and volumes, along with impairments and write-offs. Normalized earnings below Plan. 5-year EPS performance versus peers negatively impacted.

LOGO0.20 – 0.30 0.08 – 0.12 

Cash flow(3)

$10.6B, significantly below Plan. Normalized for price / market effects, slightly below Plan.

LOGO

Divestiture proceeds

$2.9B, below Plan, largely due to timing. Delivered proceeds above mid-pointthe second half of $5B to $10B program guidance range (2018-2020).2022.

LOGO

0.70 – 0.80

0.21 – 0.24 

Capital    

management    

30%

Return on capital employed(4)(5)

-2.8%, significantly below Plan, mainly due to lower earnings. Improved position relative to peers over 5-year period.

LOGO

Organic Capital and exploratory expenditures, including equity in affiliates

$13.1B, significantly better than Plan and exceeded announced 30% target reduction for 2020.

LOGO

Major milestones

FGP / WPMP

Completed module fabrication, all sealift activities, and restack / set on foundations of four Pressure Boost Facility compressor modules. Integration of 3GP / 3GI utility modules delayed due to resource reprioritization after COVID-19 demobilizations.

LOGO
Permian

Met unit development cost objective.

USGC II
Petrochemicals

Completed FEED in 4Q2020; project on hold.

Operating    

performance

15%

Net production, excluding impact of divestments

Annual growth at upper end of 0-3% guidance range.

LOGO0.90 – 1.00 0.14 – 0.15 

Operating expense(6)

$25.4B, slightly better than Plan despite severance charges.

LOGO

Refining utilization, including joint ventures and affiliates

Short of Plan by 10.6 percentage points, largely due to COVID-19 impacts.

LOGO

Health,    

environmental,    

and safety

15%

Personal safety(4,7,8)

Total Recordable Injury rate led industry. Serious Injury count significantly better than Plan. Gaps in fatality prevention.

LOGO1.50 – 1.60 0.23 – 0.24 

Process safety and environmental

Record low with zero Severe Tier 1 loss of containment (“LOC”) incidents. LOC and spill volumes better than Plan.

LOGO

Greenhouse gas management

On track to achieve oil, gas, flaring, and methane intensity reductions.

LOGO
Corporate Performance Rating Range  0.65 – 0.75 
Final Corporate Performance Rating for NEOs  –
Final Corporate Performance Rating for remaining employees  0.75

Notes:

(1)

Results refer to met / exceeded Plan (green), met Plan with some gaps (yellow), or did not meet Plan (red).

Chevron Corporation—2021 Proxy Statement    49

executive compensation  

 

(2)

Normalized earnings exclude market factors beyond the control of management, including commodity price, foreign exchange, and uncontrollable tax impacts; comparison more accurately measures controllable performance.Results refer to overall evaluation: green – met or exceeded, yellow – some gaps, red – did not meet.

 

(3)

Cash Flow From Operating ActivitiesAdjusted ROCE CIP performance measure excludes special items and foreign currency exchange rate (FX) changes, each as reporteddetailed in Note 27, “Other Financial Information,” to the 2020 Consolidated Statement of Cash Flows; normalized cash from operating activities excludes the impact of commodity price and Downstream market and price effects.

(4)

Relative peer comparisons based on externally disclosed results through the end of 3Q20.

(5)

See ROCE calculation on page 46 and “Definitions of Selected Financial Terms”Statements contained in Exhibit 99.1 of the Chevronour Annual Report on Form 10-K for the year ended December 31, 2020.2023. Reconciliation below against reported ROCE for 2023 as detailed on page 51 in our Annual Report on Form 10-K for the year ended December 31, 2023.

      

 

($ billions, figures rounded)

Net income attributable to Chevron

 $21.4 
 (+) After-tax interest and debt expense  0.4 
 (+) Noncontrolling interest  0.0 
 Net income after adjustments  21.8 
 (-) Special items  (3.1) 
 (-) FX impacts  (0.2) 
 Net income after adjustments excluding special items and FX  25.2 
 Average capital employed $183.2 
 

Adjusted ROCE

  13.7% 

(4)

Free cash flow excluding working capital CIP performance measure excludes net changes in operating working capital. Reconciliation below against reported free cash flow for 2023 as detailed on page 50 in our Annual Report on Form 10-K for the year ended December 31, 2023.

      

 

 

($ billions, figures rounded)

Cash flow from operations

 $35.6 
 

(-) Capex

  15.8 
 Free cash flow  19.8 
 (-) Net decrease (increase) in operating working capital  (3.2) 
 

Free cash flow excluding working capital

 $23.0 

(5)

Change in adjusted EPS (three-year rolling average) ranking relative to the LTIP peer group (peer group consists of BP, ExxonMobil, Shell and TotalEnergies). Earnings per share excludes significant, externally disclosed non-operating line items. Not adjusted for foreign exchange. The change in adjusted EPS is based on a rolling three-year average ending in third quarter (comparison period was 4Q19-3Q22 vs. 4Q20-3Q23).

 

(6)

Operating expenses, selling, general and administrative expenses, and other components of net periodic benefit costs as reported in the 20202023 Consolidated Statement of Income (excludes affiliate spending)fuel and transportation expenses and special items). Figures rounded.

 

(7)

Total Recordable Incident Rate – sum of fatalities, DAFW cases, restricted duty (work activity) cases, and “other recordable” cases, per 200,000 work hours.Organic capital expenditures excludes acquisition costs, but includes investments in assets post-acquisition.

 

(8)

Serious Injury –WPMP = Wellhead Pressure Management Project

(9)

With respect to personal safety and process safety measures, Plan refers to the number of incidents we aim to stay below for the year.

(10)

A serious injury is typically an injury that results in significant disfigurement or in permanent or long-term impairment of an internal organ, body function, or body part.

financial results—40 percent

•(11)

Earnings—2020 reported earnings of -$5.5 billion were significantly belowNet production is price-adjusted to align with Plan mainly due to lower Upstream realizations, impairments and write-offs totaling $5.0 billion, lower-than-planned Downstream margins and volumes, andexcludes current year asset sales timing. Similarly, normalized earnings were well below Plan. The Company’s five-year indexed Earnings per Share performance relative to peers was adversely affected by its Upstream-weighted (vs. Downstream) and oil-weighted (vs. natural gas) portfolio amid the oil price collapse in 2020.sale impacts.

 

•(12)

Cash flow—Chevron delivered operating cash flow of $10.6 billion in 2020, significantly below Plan. Normalized for oil price and Downstream market / price effects, slightly below Plan.MACC = marginal abatement cost curve

 

•

Divestiture proceeds—$2.9 billion in asset sales proceeds were realized for the year. The Company achieved its divestiture program objective by delivering $7.7 billion in asset sales proceeds over the three-year period of 2018 to 2020, in the middle of the guidance range of $5 billion to $10 billion.

Chevron Corporation 2024 Proxy Statement

63

executive compensation

 

financial results – 35%

Adjusted return on capital employed – ROCE, excluding special items and FX, for 2023 of 13.7% was lower than Plan, in line with below-Plan earnings mainly due to lower-than-Plan commodity prices impacting Upstream realizations.

Free cash flow excluding working capital – Chevron delivered $23.0 billion of free cash flow excluding working capital in 2023, lower than Plan. Lower earnings were primarily due to below-Plan prices and above-Plan capex. Includes PDC impact of $0.4 billion.

Relative adjusted earnings per share – The Company’s three-year adjusted earnings per share performance improvement of 50% ranked fourth relative to the LTIP peer group.

Based on the preceding, the raw score range assigned to this category for the 20202023 performance year was 0.20-0.300.85–0.95 out of a maximum of 2.0.

capital management—30 percentoperating & safety

performance – 25%

 

• 

Return on capital employed—Reported ROCEPersonal safety – Despite a year-on-year reduction in fatalities, opportunity for 2020 of -2.8 percent was below Plan, mainly driven by lower earnings. The Company’s five-year ROCE, excluding special items, performance improvement was ranked second relative to peers.

remains in preventing fatal incidents and serious injuries.

Process safety – The number of Tier 1 + Tier 2 Loss of Containment incidents exceeded Plan (unfavorable). Tier 2 events accounted for 82% of incidents, mostly with low severity, and acquired assets had a higher than anticipated number of incidents.

 

• 

Capital and exploratory expenditures—2020 organic C&E totaled $13.1 billion, significantly better than and exceeded the Company’s announced 30 percent ($6 billion) target reduction.

Net production – 3.098 million barrels of oil-equivalent per day (MMBOED) in 2023, excluding divestments, above Plan on contribution from PDC of 0.112 MMBOED.

 

Major milestones per Plan:

Refinery operational availability - Slightly below Plan mainly due to unplanned downtime.

 

•

Tengizchevroil FGP/WPMP—Achieved milestones for module fabrication, all sealift activities, and the restack on foundations of four Pressure Boost Facility compressor modules. Integration of 3GP / 3GI utility modules was delayed to 2021 due to the reprioritization of activities following COVID-19 demobilizations of personnel.

•

Permian—Unit development cost met objective.

•

USGC II Petrochemicals—Completed U.S. Gulf Coast (USGC) II Project Front-End Engineering & Design (FEED). Project on hold.

Based on the preceding, the raw score range assigned to this category for the 20202023 performance year was 0.70-0.800.95–1.05 out of a maximum of 2.0.

operating performance—15 percentcapital & cost management – 30%

 

•

Net production—3.131 million barrels of oil-equivalent per day in 2020, excluding divestments. Annual growth rate at the upper-end of our 0-3 percent external guidance range (vs. 2019) – including production curtailments, significant reductions in organic capital spend (including Permian), and Noble Energy acquisition.

•

Operating expense—$25.4 billion, slightly better than Plan. Severance charges mostly offset cost savings in 2020. Since 2014, absolute costs have declined 15 percent.

•

Refining utilization—Rates were intentionally below Plan by 10.6 percentage points, primarily due to the significant decline in demand caused by COVID-19. The Company took steps to help mitigate the financial impact of this reduced demand, including temporarily shutting some refinery units, minimizing crude rates, and leveraging the strength of its value chains to match production with demand.

Operating expenses, excluding fuel and transportation – $21.0 billion, below Plan on lower costs in Upstream and lower employee expenses. Includes PDC impact of $0.2 billion.

 

Capital expenditures – 2023 organic capex totaled $15.2 billion, above Plan due to higher investments in Permian assets and capex for PDC post-August closing.

Major milestone – Tengizchevroil FGP mechanical completion was achieved in 3Q23. Announced FGP/WPMP cost increase and schedule delay.

Based on the preceding, the raw score range assigned to this category for the 20202023 performance year was 0.90-1.000.85–0.95 out of a maximum of 2.0.

health, environmental and safety—15 percent

lower carbon – 10%

 

• 

Personal safety—Industry-leading Total Recordable Incident rate and matched record low Serious Injury count for the Company in 2020. Opportunity for improvement remains in preventing fatality incidents.

•

Process safety and environmental—Achieved record low with zero Severe Tier 1 incident count for the Company. Loss of containment performance and spill volume was better than Plan.

•

Greenhouse gas management—On-track to achieve oil, gas, flaring, – Identified, funded, and methane intensity reductions.

executed GHG reduction projects via our marginal abatement cost curve (MACC) process. The number of MACC projects completed in 2023 was lower than Plan with forecasted potential designed abatement of approximately 0.365 MM tonnes of CO2e reductions per year.

 

Equity renewable fuels production – 30,000 barrels per day in 2023, above Plan with the successful flexible conversion of the El Segundo diesel hydrotreater to produce renewable diesel.

Hydrogen – In September, Chevron acquired a majority stake in ACES Delta, which is a joint venture with Mitsubishi Power Americas, Inc. The first project is designed to produce and store greater than 20,000 tonnes per annum of green hydrogen with contracted offtake. The project is under construction with first production expected in 2025.

Carbon capture, utilization and storage:

Southeast Texas stratigraphic well is ready for execution. All well execution plans, well designs, contracts, materials, and permits are in place.

FID achieved for Caterpillar exhaust gas recirculation technology pilot in September 2023.

Based on the preceding, the raw score range assigned to this category for the 20202023 performance year was 1.50-1.601.05–1.15 out of a maximum of 2.0.

 

 

50    Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

64

executive compensation

  executive compensation  

 

20202023 NEO CIP awards

In January 2020,2023, the Independent Directors of the Board approved a 2020ratified the MCC’s decision to set the 2023 CIP award target of 160 percent for Mr. Wirth,Nelson to 120%, an increase from 150 percent110% in 2019.2022, in connection with his new corporate officer role. There was no change to the other NEOs’ CIP targets for 2020.2023.

In making 2020determining the Individual Bonus Component for the 2023 CIP award decision,awards to the CEO and the other NEOs, the MCC and the independent Directors of the Board assessed corporate,considered a wide range of factors, including individual performance, and business unit achievement along allachievements in alignment with the four CIP categories, strategic impact in positioning Chevron for the future, the executive’s collaboration with other members of CIP measurements, as well as how the leadership team, responded toand how executives role model The Chevron Way as stewards of the COVID-19 pandemicbusiness. The MCC recognized and market volatility. In addition,considered the MCC factored      

into considerationaccomplishments and performance gaps for each NEO when determining the experienceIBC. Details regarding the 2023 compensation decisions and performance evaluation of our stockholders, our employees, and our communities. Notwithstanding Chevron’s operational and safety performance and strong Company leadership demonstrated during an unprecedented year, the Board and the MCC determined that Mr. Wirth and the other NEOs would not receive a bonus for the 2020 performance cycle given the Company’s negative earnings for the year and overall financial performance.each NEO are presented below.

Michael K. Wirth

2023 CIP award(1)

$2,610,000

Chairman and Chief Executive Officer

Performance highlights:

•   Delivered Chevron’s key financial priorities – consistently grew dividend, maintained capital discipline in traditional and new energies, reduced debt by over $4 billion, and repurchased $14.9 billion shares.

•   Strengthened Chevron’s advantaged portfolio to deliver higher returns in lower carbon intensity basins by closing the acquisition of PDC and announcing the planned acquisition of Hess Corporation.

•   Led Chevron’s effort to reduce GHG intensity in the oil and gas business, deliver renewable fuels production, and advance opportunities in hydrogen, carbon capture, and offsets.

•   Improved safety performance relative to prior years, with further opportunities in prevention of fatalities and serious injuries.

•   MCC applied negative discretion as a consequence of cost and schedule slippage on major capital project in Kazakhstan, capex overrun in Permian Basin, and safety performance.

Corporate performance rating: 0.95

x

Individual bonus component: $2,747,250

Individual bonus component:

Base

salary

$1,850,000

x 

Bonus
target %

165%

 =

Bonus

target

$3,052,500

-

Individual

performance

adjustment

$305,250

(-10%)

Pierre R. Breber

2023 CIP award

$1,201,750

Vice President and Chief Financial Officer

Performance highlights:

•   Delivered financial priorities with solid financial results in a lower commodity price environment and record cash returned to stockholders.

•   Played a critical role in developing and executing two acquisition agreements (closed PDC and announced Hess).

•   Continued to be highly effective in managing capital and cost efficiency, retaining strong internal controls, maintaining a strong balance sheet, and strengthening relationships and engaging with investors.

•   Mentored incoming CFO and led functional talent development to ensure a strong experienced finance team in place to support CFO transition.

Corporate performance rating: 0.95

x

Individual bonus component: $1,265,000

Individual bonus component:

Base

salary

$1,150,000

x 

Bonus
target %

110%

 =

Bonus

target

$1,265,000

 + 

Individual

performance

adjustment

$0

(0%)

(1)

Figures rounded.

 

2021 CIP – new energy transition measuresChevron Corporation 2024 Proxy Statement

65

executive compensation

 

Mark A. Nelson

2023 CIP award

$1,436,400

Vice Chairman

Performance highlights:

•   Led the Strategy, Policy & Development(1) organization and markedly improved alignment, prioritization, output, and impact to the enterprise.

•   Demonstrated strong personal leadership in strategic enterprise issues and continued to strengthen collaboration and constructive dialogue with internal and external stakeholders.

•   Chaired a number of corporate committees to drive alignment and pace of execution across the enterprise.

•   Partnered with CEO and Chief Human Resource Officer to mentor executive talent and execute our people strategy.

•   MCC applied positive discretion to recognize strong support to CEO on a number of specific strategy, business improvement, and personnel matters.

Corporate performance rating: 0.95

x

Individual bonus component: $1,512,000

Individual bonus component:

Base

salary

$1,200,000

x 

Bonus
target %

120%

 =

Bonus

target

$1,440,000

 + 

Individual

performance

adjustment

$72,000

(+5%)

In early 2021, the MCC approved the addition of an “Energy Transition” performance category to the 2021 CIP scorecard. This important addition responds to investor input and reinforces Chevron’s focus on advancing a lower carbon future. This new category will have a 10 percent weighting,

A. Nigel Hearne

2023 CIP award

$1,017,450

Executive Vice President, Oil, Products and Gas

Performance highlights:

•   Established and aligned the new integrated Oil, Products and Gas business, which improved operational efficiencies and collaboration across the value chain.

•   Delivered record production of oil and gas in 2023, including meeting full-year production guidance in the Permian and a record number of liquefied natural gas cargos out of Australia.

•   Led enterprise operational excellence effort that improved 2023 safety performance, with more opportunities in the prevention of fatalities and serious injuries.

•   MCC applied negative discretion as a consequence of cost and schedule slippage on major capital project in Kazakhstan, capex overrun in Permian Basin, and safety performance.

Corporate performance rating: 0.95

x

Individual bonus component: $1,071,000

Individual bonus component:

Base

salary

$1,050,000

x 

Bonus
target %

120%

 =

Bonus

target

$1,260,000

-

Individual

performance

adjustment

$189,000

(-15%)

and will measure Chevron’s progress toward reducing GHG intensity, increasing renewable energy and carbon offsets, and investing in low-carbon technologies. The scorecard performance outcomes impact CIP payout for approximately 40,000 eligible employees.

R. Hewitt Pate

2023 CIP award

$1,149,500

Vice President and General Counsel

Performance highlights:

•   Demonstrated strong functional leadership in managing strategic litigation with high-profile and complex dockets.

•   Implemented organization improvements, including adjusting legal organization to align and support new business organizations.

•   Continued high-quality support and increased participation in his engagement with many external organizations as a well-respected industry leader and subject matter expert.

Corporate performance rating: 0.95

x

Individual bonus component: $1,210,000

Individual bonus component:

Base

salary

$1,100,000

x 

Bonus
target %

110%

 =

Bonus

target

$1,210,000

 + 

Individual

performance

adjustment

$0

(0%)

(1)

Effective January 1, 2024, the Strategy, Policy & Development organization was renamed Strategic Business Solutions, and its scope was expanded to include Information Technology and Procurement/Supply Chain Management.

 

Chevron Corporation 2024 Proxy Statement

66

executive compensation

long-term incentive plan

The key objective of our Long-Term Incentive Plan is to encourage performance that drives stockholder value over the long-term.long term. The target value of an NEO’s LTIP award at the time of grant is determined by the MCC, with input from its independent compensation consultant and referencing external benchmark comparisons. The objective is to ensure that Chevron is competitive against its industry peer companies on the overall target compensation (cash plus equity), after allowing for appropriate differentiation based on size, scale, scope, and job responsibilities.

Each year in January, the MCC determines arecommends the LTIP target value for LTIP awards for the CEO and determines the LTIP target values for the other NEOs based on industry competitive data. These awards provide incentive compensation opportunities tied to Chevron’s future long-term performance.

In settingrecommending the LTIP target value for the CEO, the MCC relies on input from its independent compensation consultant and benchmark research, focusing on the form and amount of similar compensation opportunities in the Oil Industry Peer Group. The MCC also considers the CEO’s demonstrated performance and the Company’s size, scope, and complexity relative to the comparison companies. Similarly, forFor the other NEOs, the MCC sets an annual LTIP target value for each salary grade as a multiple of salary, referencing median incentive opportunities for executives in similar positions at companies in the Oil Industry Peer Group.

The LTIP awards comprise three equity vehicles listed in the following table. In addition, in line with the Company’s grant practice for all LTIP-eligible employees, the MCC may grant additional RSUs to differentiate and recognize exceptional individual performance. These RSUs will accrue dividend equivalents and vest at the end of the three years. The MCC may also make a downward adjustment to LTIP awards based on an NEO’s performance assessment.

The LTIP award represents a pay opportunity. The ultimate realized value of equity-based awards is determined by absolute and relative stock price performance over the long term.

2023 LTIP changes

Effective with the 2023 LTIP grant, the MCC approved the following changes to the design of our equity awards:

Include a three- to 10-year period.negative TSR adjustment in the payout formula that reduces the payout modifier by 20% in the event of an above-target payout result associated with negative TSR for the performance period, for executive officers.

Settle RSU awards in stock, not in cash as in prior years, generally for all U.S. equity recipients, including executive officers.

 

• 

2020 LTIP Highlights

•  No modificationsAdjust RSU vesting from five-year cliff vesting to LTIP metrics and objectives, and no repricing of underwater options.

•  Performance shares (2018-2020) vested at 97 percent of target value, reflectingthree-year annual ratable vesting, which is coupled with a 120 percent modifier basedtwo-year post-vesting holding period on the predefined payout formula, a lower stock price and dividend accrual. The relative TSR comparison, which includes industry peers and the S&P 500 Total Return Index, has been consistently applied since 2017.

2021 LTIP Highlights and Changes

•  Added a second LTIP performance share metric, Relative ROCE Improvement – linking LTIPof these RSU grants for executive officers to our focus on delivering higher returns.

Chevron Corporation—2021 Proxy Statement    51

executive compensation  

The LTIP program comprises the following three equity vehicles:

Component

 

 

 

2020
Proportion

 

 

How it works

 

 

Performance shares

 50% 

•  Payout is dependent on Chevron’s TSR over a three-year period, compared with TSRs of our LTIP Performance Share Peer Group. For the 2020 grant, the peer group is: ExxonMobil, BP, Shell, Total, and the S&P 500 Total Return Index.

 

  
   

 

Relative TSR ranking

 

 

 

1  

 

 

 

2  

 

 

 

3  

 

 

 

4  

 

 

 

5  

 

 

 

6  

 

  
  
   

2020 grant payout as a % of target

 

 200%

 

 160%

 

 120%

 

 80%

 

 40%

 

 0%

 

  
  
 

 

 

 

 

•  Performance shares accrue dividend equivalents that are reinvested as additional shares, to be paid at the end of the performance period and are subject to the same three-year cliff vesting schedule and performance modifier.

 

•  The MCC can exercise negative discretion to reduce the payout.

 

•  Actual number of shares granted is determined by dividing the proportionate value of the NEO’s LTIP award by Chevron’s closing common stock price on the grant date.

 

•  Payment is made in cash. Refer to Footnote 2 on pages 66 and 67 for calculation details.

 

  
  

RSUs

 25% 

•  Actual number of RSUs granted is determined by dividing the proportionate value of the NEO’s LTIP award by Chevron’s closing common stock price on the grant date.

 

•  Five-year cliff vesting lengthens equity holding time, which enhances retention and alignment with stockholders.

 

•  RSUs accrue dividend equivalents that are reinvested as additional shares, to be paid at the time of vesting.

 

•  Payment is made in cash based on closing common stock price on the vesting date.

 

  
  

Stock options

 25% 

•  Strike price is equal to Chevron’s closing common stock price on the grant date.

 

•  Options vest and become exercisable at a rate of one-third per year for the first three years and expire 10 years after the grant date.

 

•  Gains realized depend on the Chevron common stock price at the time of exercise compared with the strike price.

 

•  Actual number of stock options granted is determined by dividing the proportionate value of the NEO’s LTIP award by the Black-Scholes option value on the grant date, consistent with the grant date fair value calculation as presented in the Summary Compensation Table.

 

    

Supplemental RSUs: Supplemental RSUs are granted in extraordinary circumstances to recognize exceptional individual performance that had a direct impact on Chevron’s results and to serve as an additional retention tool for such individuals. These RSUs generally vest at the end of three

years. Supplemental RSUs, if awarded, will accrue dividend equivalents that are reinvested as additional units and paid at the end of three years. No supplemental RSUs were awarded to any NEO in 2020.

52    Chevron Corporation—2021 Proxy Statement

  executive compensation  

require longer equity holding.

 

LTIP mix and timing – why a mix of performance shares, RSUs, and optionsChevron Corporation 2024 Proxy Statement

67

executive compensation

 

The MCC believes the current portfolio approach to the LTIP mix (50 percent performance shares, 25 percent restricted stock units, and 25 percent stock options) aligns with our business objectives and is consistent with industry practices. Each vehicle has its own risk-reward profile and a different time horizon. Together, these vehicleschanges positively align our executives with stockholder interests overin that they reduce executive LTIP payouts when TSR is negative, facilitate greater stock ownership, and maintain an equity holding requirement for executives while better matching the long-term and reward themmarket practice for absolute and competitive stock performance.RSU vesting for the rest of the eligible workforce.

Component

 

 

2023
Proportion

 

 

How it works

 

Performance shares

 LOGO Payout weighted 70% based on relative TSR as measured against the LTIP Performance Share Peer Group (BP, ExxonMobil, Shell, and TotalEnergies) and the S&P 500 Index and 30% based on relative ROCE Improvement as measured against the LTIP Performance Share Peer Group.
 

 

Relative ranking

  1  2  3  4  5  6
 TSR (70% weight, ranking includes S&P 500 Index)  200%  160%  120%  80%  40%  0%
 ROCE-I (30% weight, ranking excludes S&P 500 Index)  200%  150%  100%  50%  0%  n/a
 When TSR is within one percentage point, or ROCE-I is within half a percentage point of the nearest competitor(s), it is considered a tie and modifiers of the tied peers will be averaged.
 

 

Performance shares accrue dividend equivalents that are reinvested as additional shares, to be paid at the end of the performance period and subject to the same three-year cliff vesting schedule and performance multiplier.

 

 

Include a negative TSR adjustment in the payout formula that reduces the payout modifier by 20% in the event of above-target payout result associated with negative TSR for the performance period, for executive officers.

 

 

Actual number of shares granted is determined by dividing the proportionate target value of the NEOs’ LTIP award by Chevron’s closing common stock price on the grant date.

    Payment is made in cash. Refer to footnote 2 on pages 84 and 85 for calculation details.

 

RSUs

 

 LOGO 

Three-year ratable vesting with a two-year post-vesting holding period requirement for executive officers; RSUs accrue dividend equivalents that are reinvested as additional RSUs, to be paid at the time of vesting.

 

 

Actual number of RSUs granted is determined by dividing the proportionate target value of the NEOs’ LTIP award by Chevron’s closing common stock price on the grant date.

 

 

 

RSUs are settled in stock generally for U.S. payroll employees.

 

Stock

options

 

 LOGO Strike price is equal to Chevron’s closing common stock price on the grant date.
 

 

Options vest and become exercisable at a rate of one-third per year for the first three years and expire
10 years after the grant date.

 

 

Gains realized depend on the Chevron common stock price at the time of exercise compared with the strike price.

 

 

Actual number of stock options granted is determined by dividing the proportionate target value of the NEOs’ LTIP award by the Black-Scholes option value on the grant date, consistent with the grant date fair value calculation as presented in the “Summary Compensation Table.”

Chevron Corporation 2024 Proxy Statement

68

LOGOexecutive compensation

 

2018–2020LTIP metrics

The MCC continues to believe TSR should be the primary pay-for-performance measure to align our CEO’s and other NEOs’ performance with stockholder interests. TSR is objectively determined and allows for meaningful comparisons of our performance relative to other companies within the same industry and to our stockholders’ other investment alternatives within the S&P 500 Total Return Index. Like TSR, ROCE is a standard performance measure by which stockholders measure a company’s performance, and it allows for meaningful comparisons relative to peers within our industry. The MCC believes that the addition of relative ROCE Improvement as a performance measure in our performance shares further strengthens the Company’s alignment with stockholder interests and reinforces our focus on delivering higher returns.

The majority of the LTIP award derives value directly from TSR (relative and absolute, including negative TSR adjustment).

For the CEO and the other NEOs to earn their originally targeted compensation, Chevron must show competitive TSR performance.

2021–2023 performance share payout

The three-year performance period for performance shares granted in January 20182021 ended on December 31, 2020.2023. For this three-year period, Chevron ranked 3rd intied for third, fourth, and fifth for TSR when compared with the LTIP Performance Share Peer Group which includesand the S&P 500 Total Return Index and tied for third and fourth in ROCE-I when compared to the LTIP Performance Share Peer Group, resulting in a payout modifiermultiplier of 120 percent. Combined with a lower stock price and dividend accrual,79%.

For details on the overallperformance payout represented 97 percent ofcalculation, refer to the LTIP target.

The inclusion of S&P 500 Total Return Index was implementedtables in 2017 and has led to lower payout modifiers in both the 2017-2019 and 2018-2020 performance periods.

Refer to “Option Exercises and Stock Vested in Fiscal Year 2020” tables2023” section beginning on pages 66page 84.

2021 performance shares(1)

(2021–2023 LTIP Performance Period)

LOGO   LOGO

2023 LTIP grants

In January 2023, the independent Directors, upon the recommendation of the MCC, approved the LTIP award for the CEO and 67ratified the following LTIP awards for details on the performance payout calculation.

LOGOother NEOs.

Note:

Name

 

    

2023 LTIP

target value(3)

 

    

Performance
shares

 

    

RSUs

 

    

Stock
options

 

   

Michael K. Wirth

     

$

17,000,000

     

 

47,460

     

 

23,730

     

 

92,800

     

Pierre R. Breber

     

$

 4,223,700

     

 

11,790

     

 

5,900

     

 

23,000

     

Mark A. Nelson

     

$

 5,512,500

     

 

15,390

     

 

7,700

     

 

30,100

     

A. Nigel Hearne

     

$

 5,512,500

     

 

15,390

     

 

7,700

     

 

30,100

     

R. Hewitt Pate

     

$

 4,223,700

     

 

11,790

     

 

5,900

     

 

23,000

     

(1)

Per program rules, annualized returns based on average closing stock price for the 20 trading days prior to the beginning of the performance period (January 1, 2018)2021) and the last 20 trading days of the performance period (ending December 31, 2020)29, 2023). Figures rounded.

2020 LTIP grants

In January 2020, the independent Directors, upon recommendation of the MCC, approved the LTIP award to the CEO and ratified the following LTIP awards to the other NEOs.

Name

 

2020

LTIP target value*

  

Performance
shares

  

RSUs

  

Stock
options

 

Michael K. Wirth

 

$

  15,500,000

 

 

 

70,220

 

 

 

35,110

 

 

 

298,100

 

Pierre R. Breber

 

$

 4,002,320

 

 

 

18,130

 

 

 

9,070

 

 

 

77,000

 

James W. Johnson

 

$

 5,197,500

 

 

 

23,550

 

 

 

11,770

 

 

 

100,000

 

Joseph C. Geagea

 

$

 4,002,320

 

 

 

18,130

 

 

 

9,070

 

 

 

77,000

 

Mark A. Nelson

 

$

 4,002,320

 

 

 

18,130

 

 

 

9,070

 

 

 

77,000

 

 

*(2)

Starting ROCE period reflects 4Q19–3Q20 and closing ROCE period reflects 4Q22–3Q23.

(3)

The number of awarded performance shares, RSUs, and stock options was determined based on the Company’s common stock price on January 29, 2020,25, 2023, the grant date Black-Scholes value for stock options, and a performance share factor of 100 percent100% reflecting expected performance at target. As these inputs may vary from those used for financial reporting, the target value shown above may not match the values presented in the “Summary Compensation Table” or the “Grants of Plan-Based Awards in Fiscal Year 2020”2023” table in this Proxy Statement, on pages 6075 and 63,80, respectively.

 

Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

53

69

executive compensation

executive compensation  

 

20212024 LTIP changes and grants

Effective with the 2024 LTIP grant, the MCC approved the settlement of performance share awards in stock, not in cash as in prior years, generally for all U.S. equity recipients, including executive officers. The MCC believes this change positively aligns with stockholder interests by facilitating greater stock ownership.

In January 2021,2024, the independent Directors, upon the recommendation of the MCC, approved the following LTIP award totarget value for the CEO and ratified the following LTIP awards toaward target values for the other NEOs. The MCC and the independent Directors kept the CEO and other NEOs’ 2021 LTIP target values flat andNEOs, with an award grant date of February 6, 2024. No change was made no change to the share calculation methodology. The number of shares increased modestly year-over-yearmethodology for 2024. Mr. Breber did not receive a 2024 LTIP grant due to a lower grant price. In addition,his retirement from the MCC awarded Mr. Geagea a supplemental RSU grant of 18,150 sharesCompany in recognition of his extraordinary leadership in managing Chevron’s global COVID-19 pandemic response, serving as integration executive for the acquisition of Noble Energy Inc., and leading the enterprise-wide business restructuring, in addition to his regular responsibilities. This is the first supplemental RSU award to a NEO since 2016.March 2024.

 

Name

 

2021

LTIP target value*

 

Performance
shares

 

RSUs

 

Stock
options

    

2024 LTIP

target value(1)

 

    

Performance
shares

 

    

RSUs

 

    

Stock
options

 

   

Michael K. Wirth

 

 

$15,500,000

 

 

87,870

 

 

43,930

 

 

317,100

Michael K. Wirth

Michael K. Wirth

Michael K. Wirth

Michael K. Wirth

     

$

17,500,000

     

 

57,430

     

 

28,720

     

 

115,100

 

Pierre R. Breber

 

 

$ 4,002,300

 

 

22,690

 

 

11,340

 

 

81,900

James W. Johnson

 

 

$ 5,197,500

 

 

29,460

 

 

14,730

 

 

106,300

Joseph C. Geagea

 

 

$ 5,603,200

 

 

22,690

 

 

29,490

 

 

81,900

Pierre R. Breber

Pierre R. Breber

Pierre R. Breber

Pierre R. Breber

     

 

No grant

     

 

—

     

 

—

     

 

—

 

Mark A. Nelson

 

 

$ 4,002,300

 

 

22,690

 

 

11,340

 

 

81,900

Mark A. Nelson

Mark A. Nelson

Mark A. Nelson

Mark A. Nelson

     

$

5,593,500

     

 

18,360

     

 

9,180

     

 

36,800

 

A. Nigel Hearne

A. Nigel Hearne

A. Nigel Hearne

A. Nigel Hearne

A. Nigel Hearne

     

$

5,593,500

     

 

18,360

     

 

9,180

     

 

36,800

 

R. Hewitt Pate

R. Hewitt Pate

R. Hewitt Pate

R. Hewitt Pate

R. Hewitt Pate

     

$

 

4,286,100

 

 

     

 

 

14,070

 

 

     

 

 

7,030

 

 

     

 

 

28,200

 

 

 

 

*

The number of awarded performance shares, RSUs, and stock options was determined based on the Company’s common stock price on January 27, 2021, the grant date Black-Scholes value for stock options, and a performance share factor of 100 percent reflecting expected performance at target. As these inputs may vary from those used for financial reporting, the target value shown above may not match the values presented in the 2022 Proxy Statement’s “Summary Compensation Table” or the “Grants of Plan-Based Awards in Fiscal Year 2021” table. Mr. Geagea’s LTIP target value and awarded RSU shares include the supplemental RSU grant.

2021 new performance share measure – relative ROCE improvement

Effective with 2021 performance share grant, the MCC approved adding Relative ROCE Improvement as a second performance measure to align the performance share payout with Chevron’s focus on increasing ROCE to sustain and grow the dividend. Performance shares continue to represent 50 percent of the LTIP grant value, with payout weighted 70 percent based on Relative TSR against the LTIP Performance Share Peer Group and 30 percent based on Relative ROCE Improvement against large-cap integrated energy companies (BP, ExxonMobil, Royal Dutch Shell, and Total).

 

 Relative ranking

 

 

 

1    

 

 

 

2    

 

 

 

3    

 

 

 

4    

 

 

 

 5    

 

 

 

6      

 

 

 Relative TSR

 (70% weight, ranking includes S&P 500 Index)

 200% 160% 120% 80% 40% 0%  

 

 Relative ROCE Improvement

 (30% weight, ranking excludes S&P 500 Index)

 200% 150% 100% 50% 0% n/a  

The MCC continues to believe TSR should be the primary overall pay-for-performance measure to align our CEO’s and other NEOs’ performance with stockholder interests. It is objectively determined and allows for meaningful comparisons of our performance relative to other companies within the same industry, and to our stockholders’ other investment alternatives within the S&P 500 Index. Similar to TSR, ROCE is a standard performance measure by which stockholders measure a company’s performance, and it allows for meaningful comparisons relative to peers within our industry. The MCC believes that the addition of Relative ROCE Improvement as a performance measure further strengthens the Company’s alignment with stockholder interests and reinforces our focus on delivering higher returns.

retirement programs and other benefits

NEOs, like all other employees, have retirement programs and other benefits as part of their overall compensation package at Chevron. We believe these programs and benefits support our long-term investment cycle and encourage retention and long-term employment.

54    Chevron Corporation—2021 Proxy Statement

  executive compensation  

retirement programs

All of our employees, including our NEOs, have access to retirement programs that are designed to enable them to accumulate retirement income. The defined benefit and defined contribution restoration plans allow highly compensated employees to receive the same benefits similar to those they would have earned without the IRS limitations on qualified retirement plans under the Employee Retirement Income and Security Act. The deferred compensation plan allows eligible employees to defer salary, CIP awards, and LTIP performance share payouts.

 

(1)

The number of awarded performance shares, RSUs, and stock options was determined based on the Company’s common stock price on February 6, 2024, the grant date Black-Scholes value for stock options, and a performance share factor of 100% reflecting expected performance at target. As these inputs may vary from those used for financial reporting, the target value shown above may not match the values to be presented in the 2025 Proxy Statement’s “Summary Compensation Table” or “Grants of Plan-Based Awards in Fiscal Year 2024” table.

Chevron Corporation 2024 Proxy Statement

70

executive compensation

Plan name

 

Plan type

 

How it works

 

What’s disclosed

Chevron Retirement Plan (“CRP”)

 

Qualified
Defined

Benefit

(IRS §401(a))

 Participants are eligible for a pension benefit when they leave the Company as long as they meet age, service, and other provisions under the plan.CRP. In the “Summary Compensation Table” and the “Pension Benefits Table” in this Proxy Statement, we report the change in pension value in 20202023 and the present value of each NEO’s accumulated benefit under the CRP.

Chevron Retirement Restoration Plan (“RRP”)

 

Nonqualified
Defined
Benefit

 

Provides participants with retirement income that cannot be paid from the CRP due to IRS limits on compensation and benefits.(1)

 

In the “Summary Compensation Table” and the “Pension Benefits Table” and accompanying narrative in this Proxy Statement, we describe howreport the RRP workschange in value in 2023 and present the currentpresent value of each NEO’s accumulated benefit under the RRP.

Employee Savings Investment Plan (“ESIP”)

 

Qualified
Defined
Contribution
Benefit
(IRS §401(k)§401(a))

 

Participants who contribute a percentage of their annual compensation (i.e., base salary and CIP award) are eligible for a Company matching contribution, up to annual IRS limits.(2)

 

In the footnotes to the “Summary Compensation Table”

in this Proxy Statement, we describe Chevron’s contributions to each NEO’s ESIP account.

Employee Savings Investment Plan—Plan– Restoration Plan (“ESIP-RP”)

 

Nonqualified

Defined
Contribution

 

Provides participants with an additional Company matching contribution that cannot be paid into the ESIP due to IRS limits on compensation and benefits.(3)

 

In the footnotes to the “Nonqualified Deferred Compensation Table” in this Proxy Statement, we describe how the ESIP-RP works. In the “Summary Compensation Table” and the “Nonqualified Deferred Compensation Table,” we present Chevron’s contributions to each NEO’s ESIP-RP account.

Deferred Compensation Plan (“DCP”)

 

Nonqualified
Defined
Contribution

 

Participants can defer up to:

• 90 percent  90% of CIP awards and LTIP performance share payouts; and

• 40 percent  40% of base salary above the IRS limit (IRS §401(a)(17)) for payment after retirement or separation from service.

Effective for awards granted in 2024 or later, performance shares are not eligible for deferral.

 

In the “Nonqualified Deferred Compensation Table” in this Proxy Statement, we report the aggregate NEO deferrals and earnings in 2020.2023.

Chevron UK Pension Plan(4)

Registered UK Pension Scheme

Participants are eligible for a pension benefit when they leave the Company as long as they meet service and other provisions under the plan.

In the “Summary Compensation Table” and the “Pension Benefits Table” in this Proxy Statement, we report the change in value in 2023 and the present value of Mr. Hearne’s accumulated benefit under the UK Pension Plan.

(1)

IRS annual compensation limit was $285,000 in 2020.

(2)

Participants who contribute at least 2 percent of their annual compensation to the ESIP receive a Company matching contribution of 8 percent (or 4 percent if they contribute 1 percent).

(3)

Participants who contribute at least 2 percent of their base salary to the DCP receive an ESIP-RP Company matching contribution of 8 percent of their base salary that exceeds the IRS annual compensation limit.

The change in pension value disclosed in the Summary Compensation Table on page 60 is not a current cash payment. It represents the change in the NEOs’ calculated pension value, which is paid only after retirement. The values remained high in 2020, due to actuarial factors beyond the normal salary increases and age/service increments:

Lower interest rates, which increased the present value of pension benefits; and

Promotional pay increases, notably for Mr. Wirth who became CEO in February 2018

Pension values will continue to fluctuate up or down in any given year until an NEO’s retirement, based on the actuarial factors described in further detail in the footnotes to the Summary Compensation Table on page 61. Among the factors discussed, we anticipate that the impact of Mr. Wirth’s CEO promotional pay increase has now been largely accounted for in the pension value and will level off in future years. As a result, the Company expects to report a substantially lower CEO pension accrual for 2021 and in future years, assuming other factors such as interest rates remain stable.

benefit programs

The same health and welfare benefit programs, including post-retirement health care, that are broadly available to employees on our U.S. payroll also apply to NEOs, with no other special programs except executive physicals (as described below under Perquisites)“Perquisites”). In addition, NEOs are eligible for Human Resources policies and programs applicable to all U.S. payroll exempt employees, such as our expatriate benefits. Mr. Hearne served on expatriate assignments in prior years, during which he received expatriate and tax equalization benefits intended to place expatriate employees in a similar net tax position as a similarly compensated employee in their home country. These benefits are reported as perquisites in footnote 6 to the “Summary Compensation Table” and the “Pension Benefits Table” in this Proxy Statement starting on page 78 and 87, respectively.

(1)

IRS annual compensation limit was $330,000 in 2023.

(2)

Participants who contribute at least 2% of their annual compensation to the ESIP receive a Company matching contribution of 8% or 4% if they contribute 1%.

(3)

Participants who contribute at least 2% of their base salary to the DCP receive an ESIP-RP Company matching contribution of 8% of their base salary that exceeds the IRS annual compensation limit.

(4)

Plan only applicable to Mr. Hearne. Mr. Hearne became a U.S. employee eligible for the Company’s U.S. benefits programs in 2010. He has deferred pension and retirement entitlements in connection with his earlier employment as a U.K. payroll employee. Additional information is included in the “Summary Compensation Table” and the “Pension Benefits Table” in this Proxy Statement.

Chevron Corporation 2024 Proxy Statement

71

executive compensation

perquisites

We provide limitedcertain perquisites to eligible members of senior management, including the NEOs, as discussed below.below and with respect to certain “Benefit Programs” described above.

Ensuring the safety and security of our Chairman and CEO, Mr. Wirth, and the other NEOs is of critical importance to Chevron. Accordingly, perquisites include business-related security measures; in particular, these security measures include residential

Chevron Corporation—2021 Proxy Statement    55

executive compensation  

and personal security and the aggregate incremental costs to Chevron for personal use of Chevron automobiles and corporate aircraft to ensure secure travel and protection. For security reasons, the Board has mandated that Mr. Wirth fly on the corporate aircraft for all business and personal travel whenever it is feasible, and Mr. Wirth is also provided with access to Chevron’s cars, drivers, and security personnel for both business and personal use.

Further, consistent with peer practice and as part of our standard employee benefit package, we provide financial counseling services pursuant to Chevron’s Financial Counseling Program to approximately 300315 eligible members of senior management, including the NEOs, to assist them in obtaining professional advice on personal financial matters. We also provide executive physicals to approximately 50 eligible members of senior management, including the NEOs, to promote overall health and wellness.

The MCC periodically reviews our practices and disclosures with respect to perquisites. In footnote 6 to the “Summary Compensation Table” ofin this Proxy Statement on page 62,pages 78 and 79, we report the value of each NEO’s perquisites for 2020,2023, as well as additional details regarding these perquisites.

 

56    Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

72

executive compensation

  executive compensation  

 

best practice in compensation governance

To ensure independent oversight, stockholder alignment, and long-term sustainability, our executive compensation program has the following governance elements in place.

  What we do

What we do not do

✓

Robust stockholder engagement plan to ensure alignment with stockholder interests

û

No excessive perquisites; all have a specific business rationale

✓

Stock ownership guidelines for the Chief Executive Officer, six times base salary; for the Executive Vice Presidents and Chief Financial Officer, four times base salary

û

No individual supplemental executive retirement plans

✓

Deferred accounts inaccessible until a minimum of one year following termination

û

No stock option repricing, reloads or exchanges without stockholder approval

✓

Clawback provisions included in the CIP, LTIP, DCP, RRP, and ESIP-RP for misconduct

û

No loans or purchases of Chevron equity securities on margin

✓

Significant CEO pay at risk (92 percent)

û

No transferability of stock options (except in the case of death or a qualifying court order)

✓

Thorough assessment of Company and individual performance

û

No stock options granted below fair market value

✓

Robust succession planning process with Board review twice a year

û

No hedging or pledging of Chevron equity securities

✓

MCC composed entirely of independent Directors

û

No change-in-control agreements for NEOs

✓

Independent compensation consultant, hired by and reports directly to the MCC

û

No tax gross-ups for NEOs

✓

MCC has discretion to reduce performance share payouts

û

No “golden parachutes” or “golden coffins” for NEOs

✓

Annual assessment of incentive compensation risks

Chevron Corporation—2021 Proxy Statement    57

executive compensation  

compensation governance: oversight and administration of the executive compensation program

role of the board of directors’ management compensation committee

 

independent compensation advice

The MCC oversees the executive compensation program. The MCC is supported by the independent compensation consultant,retains Meridian Compensation Partners, LLC (“Meridian”), and management to review pay and performance relative to the Business Plan approved by the Board and to industry peers. The MCC solicits input from the CEO concerning the performance and compensation of other NEOs. The CEO  

does not participate in discussion about his own pay; and proposed changes to the compensation of the CEO is recommended by the MCC and approved by the independent Directors of the Board. A complete description of the MCC’s authority and responsibility is provided in its charter, which is available on our website at www.chevron.com and in print upon request.

independent compensation advice

The MCC retains Meridian as an independent compensation consultant to assist with itsthe MCC’s duties. The MCC first engaged Meridian in 2014, following a comprehensive request-for-proposal process and subsequent screening and selection. The MCC has the exclusive right to select, retain, and terminate Meridian, as well as to approve any fees, terms, and other conditions of its service. Meridian and its lead consultant report directly to the MCC, but when directed to do so by the MCC, they work cooperatively with Chevron’s management to develop analyses and proposals for the MCC. Meridian provides the following services to the MCC:

 

Education on executive compensation trends within and across industries;

RecommendationRecommendations regarding compensation philosophy and compensation levels;

 

Selection of compensation comparator groups; and

 

Identification and resolution of technical issues associated with executive compensation plans, including tax, accounting, and securities regulations.

Meridian does not provide any services to the Company. The MCC is not awareassessed Meridian’s independence considering the NYSE listing standards and SEC rules and concluded that no conflict of any work performed by Meridian that raised any conflicts of interest.

interest or independence concerns exist.

compensation risk management

The MCC annually undertakes a risk assessment of Chevron’s compensation programs to determine whether these programs are appropriately designed and to ensure that they do not motivate individuals or groups to take risks that are reasonably likely to have a material adverse effect on the Company. Following its most recent

comprehensive review of the design, administration, and controls of these programs, the MCC was satisfied that Chevron’s programs are well structured with strong governance and oversight mechanisms in place to minimize and mitigate potential risks.

stock ownership guidelines

We require our NEOs to hold prescribed levels of Chevron common stock, further linking their interests with those of our stockholders. Executives have five years to attain their stock ownership guideline. Further, NEOs who have not attained their stock ownership guidelinesguideline are required to hold shares acquired under the LTIP program until such ownership requirements are met.

 

Position

 

20202023 stock ownership guidelines

CEO

 

Six times base salary

Vice Chairman, Executive Vice Presidents, and CFO

 

Four times base salary

All Other Executive Officers

 

Two times base salary

Based upon our 250-day trailing average stock price ending December 31, 202029, 2023 ($87.87)160.15), Mr. Wirth had a stock ownership base salary multiple of 8.9.21.0. All other NEOs met their respective ownership requirement and had an average stock ownership base salary multiple of 7.1.12.1. The MCC believes these ownership levels provide adequateappropriate focus on our long-term business model.

Chevron Corporation 2024 Proxy Statement

73

executive compensation

employment, severance, and change-in-control agreements

In general, we do not maintain employment, severance, or change-in-control agreements with our NEOs. Upon retirement or separation from service for other reasons, NEOs are entitled to certain accrued benefits and payments generally available to other employees. We describe thesethe benefits and payments in the “Pension Benefits Table,” the “Nonqualified Deferred Compensation Table,” and the “Potential Payments Upon Termination or Change-in-Control” table on pages 87–95, in this Proxy Statement.

58    Chevron Corporation—2021 Proxy Statement
In 2018, Mr. Pate and Chevron entered into an agreement relating solely to the vesting of Mr. Pate’s outstanding equity awards, if any, and the value of the Company’s contribution to the retiree health benefit upon termination if Mr. Pate’s employment is terminated for any reason on or after June 30, 2022. The effect of this agreement is described in “Potential Payments Upon Termination or Change-in-Control” on pages 94 and 95 in this Proxy Statement.

  executive compensation  

compensation recovery policies

The Chevron Incentive Plan, Long-Term Incentive Plan,long-term incentive plans, Deferred Compensation Plan, and Retirement Restoration Plan and Employee Savings Investment Plan–Restoration Plan include discretionary forfeiture provisions permitting us to “claw back”for certain amounts of cash and equity awarded to an NEOeligible participants, including NEOs, at any time if the NEOparticipant engages in certain acts of misconduct, including, among other things: embezzlement; fraud or theft; disclosure of confidential information or other acts that harm our business, reputation, or employees; misconduct resulting in Chevron having to prepare an accounting restatement; and failure to abide by post-termination agreements respecting confidentiality, non-competition,noncompetition, or non-solicitation.nonsolicitation.

In October 2023, the Board of Directors approved the Chevron Corporation Dodd-Frank Clawback Policy, which is intended to comply with, and to be interpreted in a manner consistent with, Section 10D of the Exchange Act, SEC Rule 10D-1, and the NYSE listing standards. Under the policy, in the event Chevron is required to prepare an accounting restatement to correct an error

in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company will recover erroneously awarded incentive-based compensation (as defined in the policy) previously paid to the Company’s covered executives (as defined in the policy) in accordance with the terms of the policy. Furthermore, under the policy, Chevron is prohibited from indemnifying any covered executive against the loss of erroneously awarded incentive-based compensation or any claims relating to Chevron’s enforcement of its rights under the policy. This policy is intended to supplement, not replace, existing compensation plan provisions.

hedging and pledging

Under our insider trading policy,policies and procedures, our NEOs are prohibited from hedging and pledging Chevron securities, as described in more detail on page 31.104.

tax gross-ups

We do not pay tax gross-ups to our NEOs. We do provide standard expatriate packages, which include tax equalization payments, to all employees of the Company who serve on overseas assignments, including executive officers.

tax deductibility of NEO compensation

For years prior to 2018, Section 162(m) of the Internal Revenue Code (“Code”) limitedlimits companies’ deduction for compensation paid to the CEO, CFO, and the other three most highly paid executives for the taxable year (excluding the CEO and CFO) to $1 million, but allowed for the deduction for performance-based compensation costs/expenses for amounts even in excess of the $1 million limit. Effective January 1, 2018, the Tax Cut and Jobs Act (“TCJA”) repealed this exclusion for performance-based compensation and expanded the class of affected executives, which means that allmillion. All compensation paid to persons who in 2017, or any year following, were the CEO, CFO (in 2018 or later), or one of the other three most highly paid executives for the taxable year (excluding our CEO and CFO) will be subject to the cap of $1 million. For LTIPmillion, and all compensation in excess of $1 million generally will not be deductible. The MCC awards made on or prior to November 2, 2017, but not yet vested and/or paid out (other than time-based RSUs, which are not qualified under Section 162(m) and therefore arecompensation that is not deductible unless paid after the as it believes that it needs to consider all relevant factors that attract, motivate, and retain high-performing talent.

Chevron Corporation 2024 Proxy Statement

74

executive terminates), we expect that the Company will still be able to deduct those amounts, provided that the Company meets the requirements in the TCJA. In January 2021, the Board amended and restated the CIP to remove outdated terms that were designed to allow awards under the CIP to satisfy conditions in Section 162(m) of the Code that were repealed in 2017 by the TCJA.compensation

 

Chevron Corporation—2021 Proxy Statement    59

executive compensation  

summary compensation table

The following table sets forth the compensation of our NEOs for the fiscal year ended December 31, 2020,2023, and for the fiscal years ended December 31, 2019,2022, and December 31, 2018,2021, if they were NEOs in those years. The primary components of each NEO’s compensation are also described in our “Compensation Discussion and Analysis” in this Proxy Statement.

 

Name and

principal position

 Year 

Salary

($)(1)

 

Stock
awards

($)(2)

 

Option
awards

($)(3)

 

Non-Equity
incentive plan
compensation

($)(4)

 

 

Change in
pension

value and
nonqualified
deferred
compensation
earnings

($)(5)

 

All other
compensation

($)(6)

 

Total

($)

  

M.K. Wirth,

Chairman and CEO

  

 

2020

  

$

1,635,417

  

$

11,248,191

  

$

3,875,300

  

 

—

  

 

$ 11,414,991

  

 

$ 842,787

  

$

29,016,686

  

 

 

 

2019

 

  

 

$

 

1,570,833

 

  

 

$

 

11,663,631

 

  

 

$

 

3,750,127

 

  

 

 

 

$ 2,280,000

 

  

 

 

 

$ 13,383,378

 

  

 

 

 

$ 422,693

 

  

 

$

 

33,070,662

 

  

 

 

 

 

2018

 

 

 

  

 

$

 

 

1,468,750

 

 

 

  

 

$

 

 

10,102,641

 

 

 

  

 

$

 

 

3,312,399

 

 

 

  

 

 

 

 

$ 3,600,000

 

 

 

  

 

 

 

 

$   1,229,552

 

 

 

  

 

 

 

 

$ 927,281

 

 

 

  

 

$

 

 

20,640,623

 

 

 

  

P.R. Breber,

Vice President and

Chief Financial Officer

  

 

2020

  

$

1,014,167

  

$

2,904,706

  

$

1,001,000

  

 

—

  

 

$   3,327,613

 

  

 

$ 105,728

  

$

8,353,214

  

 

 

 

2019

 

  

 

$

 

988,917

 

  

 

$

 

3,081,375

 

  

 

$

 

990,958

 

  

 

 

 

$ 1,045,000

 

  

 

 

 

$   5,222,222

 

  

 

 

 

$   91,948

 

  

 

$

 

 11,420,420

 

  

 

 

 

 

2018

 

 

 

  

 

$

 

 

948,875

 

 

 

  

 

$

 

 

2,934,703

 

 

 

  

 

$

 

 

962,251

 

 

 

  

 

 

 

 

$ 1,629,600

 

 

 

  

 

 

 

 

$   1,445,807

 

 

 

  

 

 

 

 

$ 108,808

 

 

 

  

 

$

 

 

8,030,044

 

 

 

  

J.W. Johnson,

Executive Vice President,

Upstream

  

 

2020

  

$

1,207,083

  

$

3,771,805

  

$

1,300,000

  

 

—

  

 

$   3,765,630

  

 

$ 157,538

  

$

10,202,506

  

 

 

 

2019

 

  

 

$

 

1,180,458

 

  

 

$

 

4,003,471

 

  

 

$

 

1,286,979

 

  

 

 

 

$ 1,231,200

 

  

 

 

 

$   7,479,507

 

  

 

 

 

$ 134,015

 

  

 

$

 

15,315,630

 

  

 

 

 

 

2018

 

 

 

  

 

$

 

 

1,123,375

 

 

 

  

 

$

 

 

3,811,432

 

 

 

  

 

$

 

 

1,249,653

 

 

 

  

 

 

 

 

$ 2,284,100

 

 

 

  

 

 

 

 

$   2,263,287

 

 

 

  

 

 

 

 

$ 194,135

 

 

 

  

 

$

 

 

10,925,982

 

 

 

  

J.C. Geagea,

Executive Vice President,

Technology, Projects &

Services

  

 

2020

  

$

1,014,167

  

$

2,904,706

  

$

1,001,000

  

 

—

  

 

$   2,929,733

 

  

 

$ 102,652

  

$

7,952,258

  

 

 

 

2019

 

  

 

$

 

994,750

 

  

 

$

 

3,081,375

 

  

 

$

 

990,958

 

  

 

 

 

$    992,800

 

  

 

 

 

$   6,535,781

 

  

 

 

 

$ 414,139

 

  

 

$

 

13,009,803

 

  

 

 

 

 

2018

 

 

 

  

 

$

 

 

979,083

 

 

 

  

 

$

 

 

2,934,703

 

 

 

  

 

$

 

 

962,251

 

 

 

  

 

 

 

 

$ 1,663,500

 

 

 

  

 

 

 

 

$   1,210,881

 

 

 

  

 

 

 

 

$   98,993

 

 

 

  

 

$

 

 

7,849,411

 

 

 

  

M.A. Nelson,

Executive Vice President,

Downstream & Chemicals

  

 

2020

  

$

935,417

  

$

2,904,706

  

$

1,001,000

  

 

—

  

 

$   4,767,497

  

 

$   96,354

  

$

9,704,974

  

 

 

 

2019

 

  

 

$

 

847,292

 

  

 

$

 

3,081,375

 

  

 

$

 

990,958

 

  

 

 

 

$   940,500

 

  

 

 

 

$   3,843,391

 

  

 

 

 

$ 118,017

 

  

 

$

 

9,821,533

 

                                        

Name and principal position

 

 

Year

 

 

Salary

($)(1)

 

 

Stock

awards

($)(2)

 

 

Option
awards

($)(3)

 

 

Non-equity
incentive plan
compensation

($)(4)

 

 

Change in pension

value and
nonqualified
deferred
compensation
earnings

($)(5)

 

 

All other
compensation

($)(6)

 

 

Total

($)

 

M.K. Wirth

Chairman and Chief

Executive Officer

   2023  $1,818,750  $13,669,951  $4,252,096  $2,610,000  $3,702,609  $436,450  $26,489,856
   2022  $1,689,583  $12,909,537  $4,000,488  $4,500,000   —  $474,317  $23,573,925
   2021  $1,650,000  $12,233,699  $3,874,962  $4,500,000   —  $351,624  $22,610,285

P.R. Breber

Vice President and

Chief Financial Officer

   2023  $1,134,375  $3,396,781  $1,053,860  $1,201,750  $980,658  $144,130  $7,911,554
   2022  $1,063,542  $3,275,929  $1,015,436  $1,820,000   —  $130,600  $7,305,507
   2021  $1,020,000  $3,158,688  $1,000,818  $1,800,000  $1,007,726  $118,302  $8,105,534

M.A. Nelson

Vice Chairman

   2023  $1,187,500  $4,433,692  $1,379,182  $1,436,400  $3,653,842  $127,248  $12,217,864
   2022  $1,039,583  $3,275,929  $1,015,436  $2,100,000   —  $129,730  $7,560,678
   2021  $950,000  $3,158,688  $1,000,818  $1,800,000  $963,473  $115,401  $7,988,380

A.N. Hearne

Executive Vice President, Oil,

Products and Gas

   2023  $1,039,583  $4,433,692  $1,379,182  $1,017,450  $841,155  $1,333,160  $10,044,222
                                        

R.H. Pate

Vice President and General

Counsel

   2023  $1,084,375  $3,396,781  $1,053,860  $1,149,500  $446,251  $149,226  $7,279,993
   2022  $1,018,542(7)   $3,275,929  $1,015,436  $1,680,000  $522,067  $622,218(8)   $8,134,192
                                        

 

(1)

Reflects actual salary earned during the fiscal year covered. The following table reflects the annual salary rate and effective date for the years in which each person was an NEO and the amounts deferred under the Deferred Compensation Plan (DCP).DCP.

 

Name

 

 

Salary effective date

 

 

 

Salary

 

  

 

Total salary deferred

under the DCP

 

 

Salary effective date

 

 

Salary

 

 

Total salary deferred

under the DCP

 

March 2023 $1,850,000  $29,775

M.K. Wirth

 

 

April 2020

 

 

 

$    1,650,000

 

  

 

$    27,008

 

 

April 2019

 

 

 

$    1,600,000

 

  

 

$    25,817

 

 March 2022 $1,700,000  td7,692

 

February 2018

 

 

 

$    1,500,000

 

  

 

$    23,875

 

 March 2021

 

 $

 

1,650,000

 

 

 

 $27,200

 

March 2023 $1,150,000  $16,087

P.R. Breber

 

 

April 2020

 

 

 

$    1,020,000

 

  

 

$    14,583

 

 

April 2019

 

 

 

$    1,000,000

 

  

 

$    14,178

 

 March 2022 $1,075,000  td5,171

 

April 2018

 

 

 

$       962,000

 

  

 

$    13,478

 

J.W. Johnson

 

 

April 2020

 

 

 

$    1,210,000

 

  

 

$    18,442

 

 

April 2019

 

 

 

$    1,200,000

 

  

 

$    18,009

 

 

April 2018

 

 

 

$    1,133,000

 

  

 

$    16,968

 

J.C. Geagea

 

 

April 2020

 

 

 

$    1,020,000

 

  

 

$    14,583

 

 

April 2019

 

 

 

$    1,000,000

 

  

 

$    14,295

 

 

April 2018

 

 

 

$      982,000

 

  

 

$    14,082

 

 March 2021

 

 $

 

1,020,000

 

 

 

 $14,600

 

February 2023 $1,200,000  $17,150

M.A. Nelson

 

 

April 2020

 

 

 

$      950,000

 

  

 

$    13,008

 

 

March 2019

 

 

 

$      900,000

 

  

 

$    11,346

 

M.A. Nelson

 October 2022 $1,100,000  td4,692

 

March 2022

 

 

$

 

1,050,000

 

 

 
 March 2021

 

 $

 

950,000

 

 

 

 $13,200

 

A.N. Hearne

A.N. Hearne

 March 2023 $1,050,000  $51,979

R.H. Pate

R.H. Pate

 March 2023 $1,100,000  td5,301

 

March 2022

 

 

$

 

1,025,000

 

 

 td0,157

 

 

January 2022

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

 

We explain the amount of salary and non-equity incentive plan compensation in proportion to total compensation in our “Compensation Discussion and Analysis—Pay PhilosophyAnalysis–2023 Compensation Programs and Plan Design.”Outcomes” in this Proxy Statement.

Chevron Corporation 2024 Proxy Statement

75

executive compensation

 

(2)

Amounts for eachthe 2023 fiscal year reflect the aggregate grant date fair value of performance shares and RSUs granted under the LTIP on January 29, 2020.25, 2023. We calculate the grant date fair value of these awards in accordance with ASC Topic 718, as described in Note 20,22, “Stock Options and Other Share-Based Compensation,” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020.2023. These RSUs and performance shares accrue dividend equivalents. For purposes of this table only, estimates of forfeitures related to service-based vesting conditions for awards have been disregarded.

 

60    Chevron Corporation—2021 Proxy Statement

  executive compensation  

 

For performance shares granted on January 29, 2020,25, 2023, the per-share grant date fair value was $105.00. We use$198.49, with valuation weighted 70% based on relative TSR and 30% based on relative ROCE-I. For the relative TSR valuation, we used a Monte Carlo approach to calculate estimatedthe grant date fair value.value of $206.81. To derive estimated grant date fair value per share, this valuation technique simulates TSR for the Company and the LTIP peer group (BP, ExxonMobil, Royal Dutch Shell, Total,Performance Share Peer Group and the S&P 500 Total Return Index)Index using market data for a period equal to the term of the performance period,period; correlates the simulated returns within the peer group to estimate a probable payout value,value; and discounts the probable payout value using a risk-free rate for Treasury bonds having a term equal to the performance period. For the relative ROCE-I valuation, we used the grant date fair value of $179.08, the closing price of Chevron common stock on the grant date. Performance shares are paidsettled in cash, and the cash payout, if any, is based on market conditions at the end of the performance period (January 20202023 through December 2022)2025). Payout is calculated in the manner described in Footnotefootnote 2 to the “Option Exercises and Stock Vested in Fiscal Year 2020”2023” table in this Proxy Statement. If the maximum level of performance were to be achieved for the performance shares granted in 2020,2023, the grant date value would be $220.74$358.16 per share (200 percent(200% of the grant date stock price), or $15,500,363$16,998,274 for Mr. Wirth; $5,198,427$5,512,082 for Mr. Johnson;Messrs. Nelson and $4,002,016Hearne; and $4,222,706 for Messrs. Breber Geagea, and Nelson.Pate.

 

 

The per-unit grant date fair value of the RSUs was $110.37,$179.08, the closing price of Chevron common stock on the grant date. These RSUs earn dividend equivalents and are paidsettled in cashstock upon vesting onone-third each January 31 following the fifthfirst anniversary of the grant. Total payout will be based on the Chevron common stock closing price on the vestinggrant date.

 

 

The material terms of performance shares and RSUs granted in 20202023 are described in the “Grants of Plan-Based Awards in Fiscal Year 2020”2023” and “Outstanding Equity Awards at 20202023 Fiscal Year-End” tables in this Proxy Statement.

 

(3)

Amounts for each fiscal year reflect the aggregate grant date fair value of nonstatutory/nonqualified stock options granted under the LTIP on January 29, 2020.25, 2023. The per-option grant date fair value was $13.00.$45.82. We calculate the grant date fair value of these stock options in accordance with ASC Topic 718, as described in Note 20,22, “Stock Options and Other Share-Based Compensation,” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020.2023. Stock options do not accrue dividends or dividend equivalents. For purposes of this table only, estimates of forfeitures related to service-based vesting conditions for awards have been disregarded.

The material terms of stock options granted in 20202023 are described in the “Grants of Plan-Based Awards in Fiscal Year 2020”2023” and “Outstanding Equity Awards at 20202023 Fiscal Year-End” tables in this Proxy Statement.

 

(4)

20202023 amounts reflect CIP awards for the 20202023 performance year that would have beenwere paid in March 2021. None2024. Messrs. Nelson, Hearne, and Pate elected to defer 25% of their CIP awards to the NEOs received a CIP awardDCP, or $359,100 for the 2020 performance year.Mr. Nelson, $254,363 for Mr. Hearne, and $287,375 for Mr. Pate. See “Compensation Discussion and Analysis—Analysis–Compensation Discussion and Analysis in Detail—Detail–Annual Incentive Plan (Chevron Incentive Plan)” in this Proxy Statement for a detailed description of CIP awards.

 

(5)

20202023 amounts represent the aggregate change in the actuarial present value of the NEO’sNEOs’ U.S. pension value for the Chevron Retirement Plan (CRP)CRP and the Chevron Retirement Restoration Plan (RRP)RRP and for Mr. Hearne the U.K. pension value from January 1, 2020,2023, through December 31, 2020,2023, expressed as a lump sum. The DCP and ESIP-RP do not pay above-market or preferential earnings and are not represented in this table. For purposes of this disclosure, we have used the same amounts required to be disclosed in the “Pension Benefits Table” in this Proxy Statement.

 

 

20202023 changes in the actuarial present value of an NEO’s U.S. pension value are attributable to fiveseven factors:

 

 

Increases in highestHighest average earnings (“HAE”)– For Messrs. Wirth, Breber, and Nelson, HAE is the highest consecutive 36-month average base salary and CIP awards. The change in present value also reflects an offset for Social Security benefits, whose increase may cause a reduction in net benefits. For Messrs. Hearne and Pate, HAE is the highest consecutive five-year average base salary and CIP awards.

 

 

HAE is the highest consecutive 36-month average base salary and CIP awards. A significant portion of the changes in Messrs. Wirth and Nelson’s pension values was due to large increases in salary and CIP awards tied to recent promotions. In addition, CIP awards were above target for the 2017 and 2018 performance years, which increased pensionable earnings for all NEOs.

Interest rate impact

– Generally, a higher interest rate produces a lower pension value, and a lower interest rate produces a higher pension value. The lump sum2023 discount rates used to discount pension values from age 60 to an NEO’s current age, 5.0% for the CRP and 4.8% for the RRP, are lower than the 2022 discount rates of 5.2% for both plans.

Lump-sum basis – The lump-sum interest rates for determining the actuarial present values of the pension benefit are based on the Pension Protection Act of 2006 lump sumlump-sum interest rates, and such rates were lower in 20202023 than those used in 20192022 by an average of 0.90.33 percentage points. In addition,The lump-sum mortality table is based on the 2020 discount rate used to discount pension values from age 60 torates required by the NEO’s current age, 2.4 percent, is lower thanPension Protection Act of 2006. These rates are updated annually by the 2019 discount rate of 3.1 percent.Internal Revenue Service.

 

An additional year of age

– The CRP and RRP provide an unreduced benefit at age 60 for eligible participants. Generally, being a year older results in an increase in pension value due to a shorter discount period from the current age to the assumed retirement age of 60. Once an NEO reaches age 60, the discount rate no longer applies. Furthermore, the pension value can be negatively impacted when the assumed duration of future payments is shorter based on age and actuarial assumptions. Furthermore, the discount rate no longer applies.

 

An additional year of benefit service earned in 2020

2023 – All of the NEOs worked for a full year in 2020;2023; as a result, their pension benefits increased because they earned an additional year of benefit service.

 

Demographic assumption changesassumptions – Current mortality tables are unchanged compared with 2022.

 

 

Current mortality tables project shorter life spans; as a result, pension benefits decrease.Change in lump-sum methodology – RRP actuarial assumptions were updated to better reflect aggregate participant elections.

Chevron Corporation 2024 Proxy Statement

76

executive compensation

 

 

The following table provides a breakdown of the percent of change in the NEO’s pension:

 

       

 

Factors

 

  

Factors

 

 

Name

 

 

Total percent

change in

pension value,

Jan.-Dec. 2020(a)

 

   

 

Higher HAE

 

 

 

Interest rate

impact

 

 

 

One additional
year of age

 

 

 

One additional

year of service

 

 

 

Demographic  
assumption  

changes  

 

 

Total percent
change in
pension value,
Jan.–Dec.

2023(a)

 

 

HAE

 

 

Interest rate
impact

 

 

Lump-sum
basis

 

 

One

additional
year
of age

 

 

One

additional
year of
service

 

 

Demographic
assumption
changes

 

 

Change in
lump-sum
methodology

 

M.K. Wirth

 

 

 

 

 

36.4

 

 

%

 

  

 

 

 

 

17.2

 

 

%

 

 

 

 

 

 

11.1

 

 

%

 

 

 

 

 

 

4.6

 

 

%

 

 

 

 

 

 

3.6

 

 

%

 

 

 

 

 

 

(0.1%)    

 

 

 

 

M.K. Wirth

 

11.6%

 

11.9%

 

0.5%

 

0.8%

 

(2.0%)

 

 3.0%

 

0.0%

 

(2.6%)

P.R. Breber

 

 

 

 

 

23.3

 

 

%

 

  

 

 

 

 

6.3

 

 

%

 

 

 

 

 

 

9.2

 

 

%

 

 

 

 

 

 

4.3

 

 

%

 

 

 

 

 

 

3.6

 

 

%

 

 

 

 

 

 

(0.1%)    

 

 

 

 

J.W. Johnson

 

 

 

 

 

14.5

 

 

%

 

  

 

 

 

 

5.0

 

 

%

 

 

 

 

 

 

9.0

 

 

%

 

 

 

 

 

 

(2.3

 

 

%)

 

 

 

 

 

 

2.9

 

 

%

 

 

 

 

 

 

(0.1%)    

 

 

 

 

J.C. Geagea

 

 

 

 

 

13.9

 

 

%

 

  

 

 

 

 

4.2

 

 

%

 

 

 

 

 

 

9.1

 

 

%

 

 

 

 

 

 

(2.2

 

 

%)

 

 

 

 

 

 

2.9

 

 

%

 

 

 

 

 

 

(0.1%)��   

 

 

 

 

P.R. Breber

 

 6.5%

 

 (0.1%)

 

(0.9%)

 

1.1%

 

5.5%

 

 3.2%

 

0.0%

 

(2.3%)

M.A. Nelson

 

 

 

 

 

47.8

 

 

%

 

   28.2% 

 

 

 

 

11.3

 

 

%

 

 

 

 

 

 

4.5

 

 

%

 

 

 

 

 

 

3.9

 

 

%

 

 

 

 

 

 

(0.1%)    

 

 

 

 

M.A. Nelson

 

25.0%

 

24.6%

 

0.7%

 

0.8%

 

(1.8%)

 

 3.4%

 

0.0%

 

(2.7%)

A.N. Hearne

A.N. Hearne

 

38.7%

 

23.7%

 

0.0%

 

2.3%

 

5.2%

 

10.3%

 

0.0%

 

(2.8%)

R.H. Pate

R.H. Pate

 

14.0%

 

 5.7%

 

0.0%

 

0.8%

 

0.0%

 

 9.9%

 

0.0%

 

(2.4%)

 

 (a)

Calculated as follows: (actuarial present value of accumulated benefit at December 31, 20202023 (reported in the “Pension Benefits Table” in this Proxy Statement)–actuarial present value of accumulated benefit at December 31, 20192022 (reported in the “Pension Benefits Table” in last year’s Proxy Statement)) / actuarial present value of accumulated benefit at December 31, 20192022 (reported in the “Pension Benefits Table” in last year’s Proxy Statement).

 

  

Additional information concerning the present value of benefits accumulated by our NEOs under these defined benefit retirement plans is included in the “Pension Benefits Table” in this Proxy Statement.

 

Chevron Corporation—2021 Proxy Statement  61

2023 changes in the actuarial present value of an NEO’s U.K. pension value are attributable to five factors:

An additional year of age – The UK Pension Plan provides an unreduced benefit at age 60 for eligible participants. Generally, being a year older results in an increase in pension value due to a shorter discount period from the current age to the assumed retirement age of 60.

 

executive compensation  Emerging inflation – The actual emerging (known and published) rates of inflation differ from those assumed at the prior year’s assessment, this changes elements of the projected pension at retirement.

 

 

Interest rate impact – Generally, a higher interest rate produces a lower pension value, and a lower interest rate produces a higher pension value. The 2023 discount rate used to discount pension values from age 60 to an NEO’s current age, 4.7%, is lower than the 2022 discount rate of 5.0%.

Inflation – The inflation that is assumed after the measurement date impacts the projected pension at retirement and the assumed increases to benefits during retirement.

Demographic assumptions – Changes in demographic assumptions (primarily life expectancy) affect the timing and duration of payment for pension benefits.

The following table provides a breakdown of the percent of change in Mr. Hearne’s U.K. pension:

    

Factors

 

Name

 

 

Total percent
change in
pension value,
Jan.–Dec.
2023(a)

 

 

One
additional
year of
age

 

 

Emerging
inflation

 

 

Interest
rate
impact

 

 

Inflation

 

 

Demographic
assumption
changes

 

A.N. Hearne

 

12.6%

 

5.0%

 

4.9%

 

5.3%

 

(1.1%)

 

(1.5%)

(a)

Calculated as follows: (actuarial present value of accumulated benefit at December 31, 2023 (reported in the “Pension Benefits Table” in this Proxy Statement) – actuarial present value of accumulated benefit at December 31, 2022) / actuarial present value of accumulated benefit at December 31, 2022.

Additional information concerning the present value of benefits accumulated by Mr. Hearne under this defined benefit retirement plan is included in the “Pension Benefits Table” in this Proxy Statement.

Chevron Corporation 2024 Proxy Statement

77

executive compensation

 

(6)

All Other Compensation for 20202023 includes the following items, but excludes other arrangements that are generally available to our salaried employees on the U.S. payroll and do not discriminate in scope, terms, or operation in favor of our NEOs, such as our medical, dental, disability, group life insurance, and vacation programs.

 

  

M.K.
Wirth

 

   

P.R.
Breber

 

   

M.A.
Nelson

 

   

A.N.
Hearne

 

   

R.H.
Pate

 

 
 M.K.
Wirth		 P.R.
Breber		 J.W.
Johnson		 J.C.
Geagea		 

M.A.

Nelson

 

ESIP Company Contributions(a)

 

$

22,800

 

 

$

22,800

 

 

$

22,800

 

 

$

22,800

 

 

$

22,800

 

ESIP Company Contributions(a)

ESIP Company Contributions(a)

ESIP Company Contributions(a)

  

$

26,400

 

  

$

26,400

 

  

$

26,400

 

  

$

26,400

 

  

$

26,400

 

ESIP-RP Company Contributions(a)

 

$

108,033

 

 

$

58,333

 

 

$

73,767

 

 

$

58,333

 

 

$

52,033

 

ESIP-RP Company Contributions(a)

ESIP-RP Company Contributions(a)

ESIP-RP Company Contributions(a)

  

$

119,100

 

  

$

64,350

 

  

$

68,600

 

  

$

56,767

 

  

$

61,204

 

Perquisites(b)

      

Perquisites(b)

Perquisites(b)

Perquisites(b)

               

Financial Counseling(c)

 

$

19,305

 

 

$

24,595

 

 

$

21,928

 

 

$

18,101

 

 

$

18,801

 

Financial Counseling(c)

Financial Counseling(c)

Financial Counseling(c)

  

$

15,000

 

  

$

25,687

 

  

$

26,769

 

  

$

6,618

 

  

$

15,000

 

Motor Vehicles(d)

 

$

15,187

 

 

 

–      

 

 

 

–      

 

 

$

18

 

 

 

–      

 

Motor Vehicles(d)

Motor Vehicles(d)

Motor Vehicles(d)

  

$

11,281

 

  

 

—

 

  

 

—

 

  

 

—

 

  

 

^

 

Corporate Aircraft(e)

 

$

80,449

 

 

 

–      

 

 

 

–      

 

 

 

–      

 

 

 

–      

 

Corporate Aircraft(e)

Corporate Aircraft(e)

Corporate Aircraft(e)

  

$

220,921

 

  

 

—

 

  

 

—

 

  

 

—

 

  

$

19,064

 

Security(f)

 

$

    588,766

 

 

 

–      

 

 

$

39,017

 

 

 

–      

 

 

 

–      

 

Security(f)

Security(f)

Security(f)

  

$

33,970

 

  

$

26,977

 

  

 

—

 

  

$

17,840

 

  

$

20,365

 

Executive Physical(g)

 

 

–      

 

 

 

–      

 

 

 

–      

 

 

$

2,510

 

 

 

–      

 

Executive Physical(g)

Executive Physical(g)

Executive Physical(g)

  

 

—

 

  

 

—

 

  

 

—

 

  

$

5,176

 

  

 

—

 

Expatriate & Tax Equalization Benefits (h)

Expatriate & Tax Equalization Benefits (h)

Expatriate & Tax Equalization Benefits (h)

Expatriate & Tax Equalization Benefits (h)

  

 

—

 

  

 

—

 

  

 

—

 

  

$

1,217,892

 

  

 

—

 

Other(h)(i)

 

$

8,247

 

 

 

–      

 

 

$

26

 

 

$

890

 

 

$

2,720

 

  

$

9,778

 

  

$

716

 

  

$

5,479

 

  

$

2,467

 

  

$

7,133

 

Total, All Other Compensation

 

$

842,787

 

 

$

    105,728

 

 

$

    157,538

 

 

$

    102,652

 

 

$

    96,354

 

Total, All Other Compensation

Total, All Other Compensation

Total, All Other Compensation

  

$

436,450

 

  

$

144,130

 

  

$

127,248

 

  

$

1,333,160

 

  

$

149,226

 

 

 (a)

The ESIP is a tax-qualified defined contribution plan open to employees on the U.S. payroll. The Company provides a matching contribution of 8 percent8% of annual compensation when an employee contributes 2 percent2% of annual compensation or 4 percent4% if they contribute 1 percent.1%. Employees may also choose to contribute an amount above 2 percent,2%, but none of the amount above 2 percent2% is matched. The Company match up to IRS limits ($285,000330,000 of income in 2020)2023) is made to the qualified ESIP account. For amounts above the IRS limit, the executive can elect to have 2 percent2% of base pay directed into the DCP, and the Company will match those funds with a contribution to the nonqualified ESIP-RP. Company contributions to the ESIP-RP are described further in the “Nonqualified Deferred Compensation Table” in this Proxy Statement.

 

 (b)

Reflects perquisites and personal benefits received by an NEO in 20202023 to the extent that the total value of such perquisites and personal benefits was equal to or exceeded $10,000. Items deemed perquisites are valued on the basis of their aggregate incremental cost to the Company. We do not provide tax gross upsgross-ups to our NEOs for any perquisites.perquisites; however, we do in certain cases pay expatriate and tax equalization benefits in connection with overseas assignments, as discussed further in footnote h. In the table, dollar amounts below $100 are indicated by a “^.”

 

 (c)

Reflects amounts related to income tax preparation services, plus other services provided under Chevron’s Financial Counseling Program, including life event, tax, investment, and estate planning services.

 

 (d)

The Company maintains cars and drivers that the NEOs may use for business transportation and, in certain circumstances, for personal travel. NEOs may reimburse the Company’s incremental costs for any personal travel. For security reasons, Mr. Wirth is provided with access to the Company’s cars, drivers, and security personnel for both business and personal use. The aggregate incremental cost for such personal use reflects the sum of (i) a percentage of the total variable operating costs (including fuel and incremental maintenance costs, if any) for each vehicle used for personal use, based on personal use miles divided by the total miles traveled per vehicle, and (ii) all amounts paid for driver overtime for personal use.

 

 (e)

Generally, executives are not allowed to use Company planes for personal use. For security reasons, due to the nature of Chevron’s business as a global integrated energy company, the Board mandates that Mr. Wirth fly on the corporate aircraft for all business and personal travel whenever it is feasible. Chevron U.S.A. Inc. (CUSA)(“CUSA”) and Mr. Wirth have entered into an Aircraft Time-Sharing Agreement pursuant(“ATSA”). Pursuant to whichthe terms of the ATSA, Mr. Wirth may reimbursereimbursed CUSA for a portion of his personal use of the corporate aircraft in appropriate circumstances2023 within amounts permitted under FAA regulations. On a very limited basis, the CEO may authorize the personal use of a Company plane by other persons if, for example, it is in relation to and part of a trip that is otherwise business-related, such as a personal leg while on Company business, authorizing a spouse and/or other family members to accompany an executive on business travel (for which there was no incremental cost to the Company in 2020)2023), or if it is in connection with a personal emergency. Aggregate incremental cost was determined by multiplying the operating hours attributable to personal use by the 20202023 average hourly direct operating costs, plus actual crew and security costs (for overnight lodging, meals, transportation, and other incremental costs), plus actual flight-specific incremental costs and fees, where applicable.

 

 (f)

For Mr. Wirth, reflects residentialexpenses related to security costs at his personal residences, which includes network security and monitoring, security consulting fees ($81,323) and one-time perimeter and physical security enhancements, as part of new home construction ($499,485) that were implemented in accordance with anetwork security assessment conducted by Chevron’s Global Security department, in conjunction with the review and recommendation of a third-party security firm, that took into account, among other factors, geopolitical conditions, media attention on Chevron and our industry, Mr. Wirth’s public visibility as our Chairman and CEO, and specifically targeted local security incidents. Although Chevron expects to incur ongoing maintenance and monitoring, costs associated with providing residentialand security for Mr. Wirth, the costs for physical residential security enhancements are not expected to recur.consulting fees. Also included are incremental costcosts of security detail incurred in relation to personal air travel (for meals, transportation, and lodging). For Mr. Johnson,Breber, residential security costs related to network security and monitoring fees ($26,977). For Messrs. Hearne and Pate, includes residential security costs related to perimeter and physical security enhancements, network security and monitoring, and security consulting fees.

 

 (g)

Includes executive physical and/or related diagnostic procedures.

 

 (h)

Messrs. Breber, Nelson, and Hearne served on expatriate assignments in prior years, during which they received customary expatriate and tax equalization benefits intended to place expatriate employees in a similar net tax position as a similarly compensated employee in the United States. Amount shown for Mr. Hearne reflects expatriate assignment benefits ($1,429,203), amended tax equalization and similar payments in 2023, including tax equalization payments remitted in the host and home countries for compensation including RSUs that were granted during Mr. Hearne’s expatriate assignment and paid out in 2023 ($1,510,682). For Messrs. Breber and Nelson, equalization benefits are not reflected above, as estimated taxes plus prior years’ amendments resulted in a net negative value.

Chevron Corporation 2024 Proxy Statement

78

executive compensation

(i)

Reflects the value of retirement gifts presented to Mr. Breber. Includes the aggregate incremental cost of tickets for performing arts events and commercial flights, meals, activities, ground transportation, domestic Board trips, and other amenities for corporate events or employee service anniversary trips attended by an NEO and their spouse. From time to time, the NEOs and/or their spouses attend sporting or performing arts events for which Chevron is a corporate sponsor and for which the Company incurs no incremental cost.

 

(7)
62    Chevron Corporation—2021 Proxy Statement

For Mr. Pate, reflects reconciling entry for paid time off taken in 2022, in the amount of $10,677.

(8)

  executive compensation  

For Mr. Pate, reflects payment of invoice received in 2023 of $1,115 for relocation benefits associated with moving his position from Chevron’s headquarters in the San Francisco Bay Area to our Houston, Texas, office, incurred in 2022.

 

Chevron Corporation 2024 Proxy Statement

79

executive compensation

grants of plan-based awards in fiscal year 20202023

The following table sets forth information concerning the grants of non-equity and equity incentive plan awards to our NEOs in 2020. 2023. Non-equity incentive plan awards are made under our CIP, and equity incentive plan awards (i.e., performance shares, RSUs, and stock options) are made under our LTIP. These awards are also described in ourthe “Compensation Discussion and Analysis” insection of this Proxy Statement.

 

        Estimated future payouts
under non-equity
incentive
plan awards(1)

 

 Estimated future
payouts under equity
incentive
plan awards(2)

 

 

All other
stock
awards:
number
of
shares
of stock
or units
(#)(3)

 

 

All other
option
awards:
number

of
securities
underlying
options
(#)(4)

 

 

Exercise
or

base
price

of
option
awards
($/sh)(5)

 

 

Grant

date fair
value of
stock

and
option
awards(6)

 

Name 

Award

type

 

Grant

date

  

 

Estimated future payouts

under non-equity
incentive
plan awards(1)

 Estimated future
payouts under equity
incentive
plan awards(2)		 All other
stock
awards:
number
of
shares
of stock
or units
(#)(3)		 

All other
option
awards:
number

of
securities
underlying
options
(#)(4)

 

Exercise
or

base
price

of
option
awards
($/sh)(5)

 

Grant

date fair
value of
stock

and
option
awards(6)

  

Award

type

 

 

Grant

date

 

 

Threshold
($)

 

 

Target

($)

 

 

Max
($)

 

 

Threshold
(#)

 

 

Target
(#)

 

 

Max
(#)

 

Threshold
($)		 

Target

($)

 Max
($)		 Threshold
(#)		 Target
(#)		 Max
(#)
        

M.K. Wirth

M.K. Wirth

 

CIP

  

—

 

$

3,052,500

 

 

$

6,105,000

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

Perf Shares

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

10,441

 

47,460

 

94,920

 

—

 

—

 

—

 

$9,420,383

 CIP  – $2,640,000  $5,280,000  – – –  –  – –  – 

Options

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

—

 

—

 

—

 

—

 

92,800

 

td79.08

 

$4,252,096

 

RSUs

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

—

 

—

 

—

 

23,730

 

—

 

—

 

$4,249,568

 Perf Shares  1/29/2020  –  –   –  14,044 70,220 140,440  –  – –  $7,373,100 
 
 Options  1/29/2020  –  –   –  – – –  –  298,100 $110.37  $3,875,300 
 
 RSUs  1/29/2020  –  –   –  – – –  35,110  – –  $3,875,091 
        

P.R. Breber

P.R. Breber

 

CIP

  

—

 

$

1,265,000

 

 

$

2,530,000

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

Perf Shares

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

2,594

 

11,790

 

23,580

 

—

 

—

 

—

 

td,340,209

 CIP  – $1,122,000  $2,244,000  – – –  –  – –  – 

Options

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

—

 

—

 

—

 

—

 

23,000

 

td79.08

 

td,053,860

 

RSUs

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

—

 

—

 

—

 

5,900

 

—

 

—

 

td,056,572

 Perf Shares  1/29/2020  –  –   –  3,626 18,130 36,260  –  – –  $1,903,650 
 
 Options  1/29/2020  –  –   –  – – –  –  77,000 $110.37  $1,001,000 
 
 RSUs  1/29/2020  –  –   –  – – –  9,070  – –  $1,001,056 
        

J.W. Johnson

 CIP  – $1,452,000  $2,904,000  – – –  –  – –  – 
 
 Perf Shares  1/29/2020  –  –   –  4,710 23,550 47,100  –  – –  $2,472,750 
 
 Options  1/29/2020  –  –   –  – – –  –  100,000 $110.37  $1,300,000 
 
 RSUs  1/29/2020  –  –   –  – – –  11,770  – –  $1,299,055 
        

J.C. Geagea

 CIP  – $1,122,000  $2,244,000  – – –  –  – –  – 
 
 Perf Shares  1/29/2020  –  –   –  3,626 18,130 36,260  –  – –  $1,903,650 
 
 Options  1/29/2020  –  –   –  – – –  –  77,000 $110.37  $1,001,000 
 
 RSUs  1/29/2020  –  –   –  – – –  9,070  – –  $1,001,056 
        

M.A. Nelson

M.A. Nelson

 

CIP

  

—

 

$

1,440,000

 

 

$

2,880,000

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

Perf Shares

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

3,386

 

15,390

 

30,780

 

—

 

—

 

—

 

$3,054,776

 CIP  – $1,045,000  $2,090,000  – – –  –  – –  – 

Options

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

—

 

—

 

—

 

—

 

30,100

 

td79.08

 

td,379,182

 

RSUs

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

—

 

—

 

—

 

7,700

 

—

 

—

 

td,378,916

 Perf Shares  1/29/2020  –  –   –  3,626 18,130 36,260  –  – –  $1,903,650 

A.N. Hearne

A.N. Hearne

 

CIP

  

—

 

$

1,260,000

 

 

$

2,520,000

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

Perf Shares

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

3,386

 

15,390

 

30,780

 

—

 

—

 

—

 

$3,054,776

Options

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

—

 

—

 

—

 

—

 

30,100

 

td79.08

 

td,379,182

 

RSUs

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

—

 

—

 

—

 

7,700

 

—

 

—

 

td,378,916

 Options  1/29/2020  –  –   –  – – –  –  77,000 $110.37  $1,001,000 

R.H. Pate

R.H. Pate

 

CIP

  

—

 

$

1,210,000

 

 

$

2,420,000

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

Perf Shares

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

2,594

 

11,790

 

23,580

 

—

 

—

 

—

 

td,340,209

Options

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

—

 

—

 

—

 

—

 

23,000

 

td79.08

 

td,053,860

 

RSUs

 

1/25/2023

 

—

 

 

—

 

 

 

—

 

 

—

 

—

 

—

 

5,900

 

—

 

—

 

td,056,572

 RSUs  1/29/2020  –  –   –  – – –  9,070  – –  $1,001,056 

 

(1)

The CIP is an annual incentive plan that pays a cash award for performance and is paid in March following the performance year. See our “Compensation Discussion and Analysis—Analysis–Compensation Discussion and Analysis in Detail—Detail–Annual Incentive Plan (Chevron Incentive Plan)” in this Proxy Statement for a detailed description of CIP awards, including the criteria for determining the amounts payable.

 

 

“Target” is a dollar value based on a percentage of an NEO’s base salary set by the MCC. Actual 20202023 performance-year CIP award results, which are approved in January 20212024 and paid in March 2021,2024, are reported in the “Summary Compensation Table” in this Proxy Statement, in the “Non-Equity Incentive Plan Compensation” column. Under the 20202023 CIP, there is no threshold award. The maximum award is 200 percent200% of target for all CIP-eligible employees.

 

(2)

Reflects performance shares granted under the LTIP. See our “Compensation Discussion and Analysis—Analysis–Compensation Discussion and Analysis in Detail—Detail– Long-Term Incentive Plan” in this Proxy Statement for a detailed description of performance share awards, including the criteria for determining the cash amounts payable. “Target” is the number of performance shares awarded in 2020.2023. If there is a payout, “Threshold” represents the lowest possible payout (20 percent(22% of the grant) and “Max” reflects the highest possible payout (200 percent(200% of the grant). The performance shares awarded in 20202023 accrue dividend equivalents and are paid outsettled in cash, and the cash payout, if any, will occur at the end of the three-year performance period (January 20202023 through December 2022)2025). Payout is calculated in the manner described in Footnotefootnote 2 to the “Option Exercises and Stock Vested in Fiscal Year 2020”2023” table in this Proxy Statement.

Chevron Corporation 2024 Proxy Statement

80

executive compensation

 

(3)

Reflects RSUs granted under the LTIP. See our “Compensation Discussion and Analysis—CompensationAnalysis-Compensation Discussion and Analysis in Detail—Long-TermDetail-Long-Term Incentive Plan”” for a detailed description of RSU awards. These RSUs accrue dividend equivalents in the form of additional RSUs. One-third vests each January 31, starting with the January 31 that is at least one year following the grant date, and are paidwill settle in cashshares of Chevron common stock. Shares issued upon vesting on January 31 following the fifth annual anniversaryare subject to a two-year post-vesting holding period for executive officers, which is removed upon termination of the grant date. Total payout will be based on the Chevron common stock closing price on the vesting date multiplied by the number of vested RSUs.employment.

 

(4)

Reflects nonstatutory/nonqualified stock options granted under the LTIP. See our “Compensation Discussion and Analysis—CompensationAnalysis-Compensation Discussion and Analysis in Detail—Long-TermDetail-Long-Term Incentive Plan”” for a description of stock option awards. Stock options have a 10-year term. One-third vests each January 31, starting with the January 31 that is at least one year following the grant date. The value of stock options realized upon exercise is determined by multiplying the number of stock options by the difference between the fair market value at the time of exercise and the exercise price of the stock options. Stock option awards do not accrue dividends or dividend equivalents.

 

(5)

The exercise price is the closing price of Chevron common stock on the grant date.

 

(6)

We calculate the grant date fair value of each award in accordance with ASC Topic 718 and as described in Footnotesfootnotes 2 and 3 to the “Summary Compensation Table” in this Proxy Statement.

 

Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

63

81

executive compensation

executive compensation  

 

outstanding equity awards at 20202023 fiscal
year-end

The following table sets forth information concerning the outstanding equity incentive awards at December 31, 2020,2023, for each of our NEOs.

 

 Option awards Stock awards  Option awards Stock awards
Name(1) Grant
date of
awards		 Number of
securities
underlying
unexercised
options (#)
exercisable		 Number of
securities
underlying
unexercised
options (#)
unexercisable(2)		 Option
exercise
price
($)		 Option
expiration
date		 

Number

of shares or
units of stock
that have not
vested (#)(3)

 Market
value of
shares or
units of
stock that
have not
vested
($)(4)		 Equity
incentive
plan awards:
Number of
unearned
shares, units,
or other
rights that
have not
vested (#)(5)		 Equity
incentive
plan awards:
Market or
payout value
of unearned
shares, units,
or other
rights that
have not
vested ($)(6)		  

Grant
date of
awards

 

 

Number of
securities
underlying
unexercised
options (#)
exercisable

 

 

Number of
securities
underlying
unexercised
options (#)
unexercisable(2)

 

 

Option
exercise
price
($)

 

 

Option
expiration
date

 

 

Number
of shares or
units of stock
that have not
vested (#)(3)

 

 

Market
value of
shares or
units of
stock that
have not
vested
($)(4)

 

 

Equity
incentive
plan awards:
number of
unearned
shares, units,
or other
rights that
have not
vested (#)(5)

 

 

Equity
incentive
plan awards:
market or
payout value
of unearned
shares, unit,
or other
rights that
have not
vested ($)(6)

 

 
 

M.K. Wirth

 

 

1/29/2020

 

 

 

–

 

 

 

298,100

 

 

$

110.37

 

 

 

1/29/2030

 

 

 

37,218

 

 

$

3,143,026

 

 

 

119,096

 

 

$

10,057,682

 
 

 

1/30/2019

 

 

 

78,966

 

 

 

157,934

 

 

$

113.01

 

 

 

1/30/2029

 

 

 

34,943

 

 

$

2,950,925

 

 

 

117,046

 

 

$

9,884,572

 

 
 

 

1/31/2018

 

 

 

121,400

 

 

 

60,700

 

 

$

125.35

 

 

 

1/31/2028

 

 

 

28,904

 

 

$

2,440,957

 

   
 
 

 

1/25/2017

 

 

 

80,800

 

  

$

117.24

 

 

 

1/25/2027

 

 

 

11,998

 

 

$

1,013,194

 

   
 
 

 

1/27/2016

 

 

 

239,900

 

  

$

83.29

 

 

 

1/27/2026

 

     
 
 

 

1/28/2015

 

 

 

164,600

 

  

$

103.71

 

 

 

1/28/2025

 

     
 
 

 

1/29/2014

 

 

 

90,000

 

  

$

116.00

 

 

 

1/29/2024

 

     
 
 

 

3/27/2013

 

 

 

3,000

 

  

$

120.19

 

 

 

3/27/2023

 

     
 
 

 

1/30/2013

 

 

 

90,000

 

  

$

116.45

 

 

 

1/30/2023

 

     
 
 

 

1/25/2012

 

 

 

105,000

 

  

$

107.73

 

 

 

1/25/2022

 

     
 

M.K. Wirth

M.K. Wirth

 1/25/2023  —   92,800       td79.08  1/25/2033   24,663     $3,678,679   10,852      td,618,619 
1/26/2022  56,600     113,200   td32.69  1/26/2032  30,956  $4,617,328   64,786   $9,663,467 
 

 

1/26/2011

 

 

 

132,000

 

   

$

94.64

 

 

 

1/26/2021

 

         1/28/2015  164,600       td03.71  1/28/2025        
 

P.R. Breber

 

 

1/29/2020

 

 

 

–

 

 

 

77,000

 

 

$

110.37

 

 

 

1/29/2030

 

 

 

9,614

 

 

$

811,941

 

 

 

30,749

 

 

$

2,596,778

 

P.R. Breber

P.R. Breber

 1/25/2023  —   23,000   td79.08  1/25/2033  6,132  $914,632   2,696   $   402,097 
1/26/2022  14,366     28,734   td32.69  1/26/2032  7,854  $1,171,561   16,441   td,452,331 
 1/28/2015  11,300       td03.71  1/28/2025        
 

 

1/30/2019

 

 

 

20,866

 

 

 

41,734

 

 

$

113.01

 

 

 

1/30/2029

 

 

 

9,501

 

 

$

802,394

 

 

 

30,915

 

 

$

2,610,766

 

M.A. Nelson

M.A. Nelson

 1/25/2023  —   30,100   td79.08  1/25/2033  8,003  $1,193,672   3,519   $   524,874 
1/26/2022  14,366     28,734   td32.69  1/26/2032  7,854  $1,171,561   16,441   td,452,331 
 1/25/2017  18,100       td17.24  1/25/2027        
 

 

1/31/2018

 

 

 

35,266

 

 

 

17,634

 

 

$

125.35

 

 

 

1/31/2028

 

 

 

8,562

 

 

$

723,084

 

   

A.N. Hearne

A.N. Hearne

 1/25/2023  —   30,100   td79.08  1/25/2033  8,003  $1,193,672   3,519   $   524,874 
1/26/2022  10,833     21,667   td32.69  1/26/2032  5,924  $883,648   12,390   td,848,064 
 1/30/2019          5,454  $813,460     
 

 

1/25/2017

 

 

 

62,200

 

  

$

117.24

 

 

 

1/25/2027

 

 

 

9,319

 

 

$

787,012

 

   
 
 

 

1/27/2016

 

 

 

234,900

 

  

$

83.29

 

 

 

1/27/2026

 

     
 
 

 

1/28/2015

 

 

 

86,300

 

  

$

103.71

 

 

 

1/28/2025

 

     
 
 

 

1/29/2014

 

 

 

45,000

 

  

$

116.00

 

 

 

1/29/2024

 

     
 
 

 

1/30/2013

 

 

 

37,000

 

  

$

116.45

 

 

 

1/30/2023

 

     
 
 

 

1/25/2012

 

 

 

37,000

 

  

$

107.73

 

 

 

1/25/2022

 

     
 
 

 

1/26/2011

��

 

 

13,000

 

   

$

94.64

 

 

 

1/26/2021

 

         
 

J.W. Johnson

 

 

1/29/2020

 

 

 

–

 

 

 

100,000

 

 

$

110.37

 

 

 

1/29/2030

 

 

 

12,477

 

 

$

1,053,643

 

 

 

39,942

 

 

$

3,373,091

 

 
 

 

1/30/2019

 

 

 

27,100

 

 

 

54,200

 

 

$

113.01

 

 

 

1/30/2029

 

 

 

11,995

 

 

$

1,012,991

 

 

 

40,174

 

 

$

3,392,656

 

 
 

 

1/31/2018

 

 

 

45,800

 

 

 

22,900

 

 

$

125.35

 

 

 

1/31/2028

 

 

 

10,903

 

 

$

920,785

 

   
 
 

 

1/25/2017

 

 

 

80,800

 

  

$

117.24

 

 

 

1/25/2027

 

 

 

11,998

 

 

$

1,013,194

 

   
 
 

 

1/27/2016

 

 

 

311,700

 

  

$

83.29

 

 

 

1/27/2026

 

     
 
 

 

1/28/2015

 

 

 

164,600

 

  

$

103.71

 

 

 

1/28/2025

 

     
 
 

 

1/29/2014

 

 

 

90,000

 

  

$

116.00

 

 

 

1/29/2024

 

     
 
 

 

1/30/2013

 

 

 

77,500

 

  

$

116.45

 

 

 

1/30/2023

 

     
 
 

 

1/25/2012

 

 

 

78,000

 

  

$

107.73

 

 

 

1/25/2022

 

     
 
 

 

1/26/2011

 

 

 

38,000

 

   

$

94.64

 

 

 

1/26/2021

 

         

 

64    Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

82

executive compensation

  executive compensation  

 

   Option awards Stock awards
Name(1) Grant
date of
awards		 Number of
securities
underlying
unexercised
options (#)
exercisable		 Number of
securities
underlying
unexercised
options (#)
unexercisable(2)		 Option
exercise
price
($)		 Option
expiration
date		 

Number

of shares or
units of stock
that have not
vested (#)(3)

 Market
value of
shares or
units of
stock that
have not
vested
($)(4)		 Equity
incentive
plan awards:
number of
unearned
shares, units,
or other
rights that
have not
vested (#)(5)		 Equity
incentive
plan awards:
market or
payout value
of unearned
shares, units,
or other
rights that
have not
vested ($)(6)
  

J.C. Geagea

  

 

1/29/2020

  

 

–  

  

 

77,000

  

$

110.37

  

 

1/29/2030

  

 

9,614

  

$

811,941

  

 

30,749

  

$

2,596,778

  
   

 

1/30/2019

  

 

20,866

  

 

41,734

  

$

113.01

  

 

1/30/2029

  

 

9,236

  

$

779,976

  

 

30,915

  

$

2,610,766

  
   

 

1/31/2018

  

 

35,266

  

 

17,634

  

$

125.35

  

 

1/31/2028

  

 

8,399

  

$

709,291

     
  
   

 

1/25/2017

  

 

62,200

    

$

117.24

  

 

1/25/2027

   9,225  $779,085     
  
   

 

1/27/2016

  

 

239,900

    

$

83.29

  

 

1/27/2026

         
  
   

 

1/28/2015

  

 

164,600

    

$

103.71

  

 

1/28/2025

  ��      
  
   

 

1/29/2014

  

 

90,000

    

$

116.00

  

 

1/29/2024

         
  
   

 

1/30/2013

  

 

54,000

    

$

116.45

  

 

1/30/2023

         
  
   

 

1/25/2012

  

 

37,000

    

$

107.73

  

 

1/25/2022

         
  
    1/26/2011   38,000       $94.64   1/26/2021                    
  

M.A. Nelson

  

 

1/29/2020

  

 

–  

  

 

77,000

  

$

110.37

  

 

1/29/2030

  

 

9,614

  

$

811,941

  

 

30,749

  

$

2,596,778

  
   

 

1/30/2019

  

 

20,866

  

 

41,734

  

$

113.01

  

 

1/30/2029

  

 

9,331

  

$

788,023

  

 

30,915

  

$

2,610,766

  
   

 

1/31/2018

  

 

18,466

  

 

9,234

  

$

125.35

  

 

1/31/2028

   4,396  $371,269     
  
   

 

1/25/2017

  

 

18,100

    

$

117.24

  

 

1/25/2027

  

 

2,681

  

$

226,440

     
  
   

 

1/27/2016

  

 

69,700

    

$

83.29

  

 

1/27/2026

         
  
   

 

1/28/2015

  

 

47,700

    

$

103.71

  

 

1/28/2025

         
  
   

 

1/29/2014

  

 

25,000

    

$

116.00

  

 

1/29/2024

         
  
   

 

1/30/2013

  

 

29,500

       

$

116.45

  

 

1/30/2023

                    
  Option awards Stock awards

Name(1)

 

 

Grant
date of
awards

 

 

Number of
securities
underlying
unexercised
options (#)
exercisable

 

  

Number of
securities
underlying
unexercised
options (#)
unexercisable(2)

 

 

Option
exercise
price
($)

 

  

Option
expiration
date

 

 

Number
of shares or
units of stock
that have not
vested (#)(3)

 

 

Market
value of
shares or
units of
stock that
have not
vested
($)(4)

 

  

Equity
incentive
plan awards:
number of
unearned
shares, units,
or other
rights that
have not
vested (#)(5)

 

 

Equity
incentive
plan awards:
market or
payout value
of unearned
shares, unit,
or other
rights that
have not
vested ($)(6)

 

 

R.H. Pate

 1/25/2023  —   23,000       $179.08  1/25/2033   6,132     $914,632   2,696      $   402,097 
 1/26/2022  14,366     28,734   $132.69  1/26/2032  7,904  $1,179,034   16,441   $2,452,331 
 1/27/2021  20,567     20,567   $ 88.20  1/27/2031  9,241  $1,378,428   
 1/29/2020  58,000      $110.37  1/29/2030  7,814  $1,165,564   
 1/30/2019  47,200      $113.01  1/30/2029  7,860  $1,172,384   
 1/31/2018  40,200      $125.35  1/31/2028    
 1/25/2017  35,475     

 

 

 

 

 

  $117.24  1/25/2027  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 

(1)

Termination for reasons other than for misconduct may result in full or partial vesting of awards granted under the LTIP. Full or partial vesting depends upon the sum of an NEO’s age plus his or hertheir years of service. This policy is a reflection ofreflects our belief that the LTIP should be designed to encourage retention and support long-term employment. For a description of the effect of this policy on the outstanding LTIP awards of our NEOs, refer to the “Potential Payments Upon Termination or Change-in-Control” section of this Proxy Statement.

 

(2)

Stock options have a 10-year term. 2016 and earlier grants vest at the rate of one-third per year, with vesting occurring on the first, second, and third annual anniversary of the grant date. For 2017 and later grants, one-third vests each January 31, starting with the January 31 that is at least one year following the grant date. Stock option awards do not accrue dividends or dividend equivalents.

 

(3)

Represents unvested RSUs and dividend equivalents, rounded to whole units, thatunits. 2022 and earlier awards are paid out in cash at the end of the five-year vesting period. 2023 and later awards are settled in stock upon vesting one-third each January 31 following the first anniversary of the grant date.

 

(4)

Market value is based upon number of RSUs that have not been vested or released, including, when applicable, dividend equivalents, multiplied by $84.45,$149.16, the closing price of Chevron common stock on December 31, 2020.29, 2023.

 

(5)

Represents performance shares and dividend equivalents, rounded to whole shares, that vest and are paid out in cash at the end of the applicable three-year performance period. The estimated shares for the 2019 and 2020 grant2022 award are based upon a 160% percent22% performance modifier.multiplier, and the estimated shares for the 2023 award are based upon a 100% performance multiplier.

 

(6)

Represents the estimated cash payout value of performance shares based upon the number of performance shares, including dividend equivalents, multiplied by $84.45,$149.16, the closing price of Chevron common stock on December 31, 2020.29, 2023. The estimated payout value for the 20192022 award is based on a 22% performance multiplier, and 2020 grants arethe estimated payout value for the 2023 award is based uponon a 160% percent100% performance modifier.multiplier. The estimated payout value may not necessarily reflect the final payout. The final payout will be calculated in the manner described in Footnotefootnote 2 to the “Option Exercises and Stock Vested in Fiscal Year 2020”2023” table in this Proxy Statement.

 

Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

65

83

executive compensation

executive compensation  

 

option exercises and stock vested in
fiscal year 20202023

The following table sets forth information concerning the cash value realized by each of our NEOs upon exercise of stock options; vesting of performance share and restricted stock unit awards in 2020;2023; and withholding of portions of unvested restricted stock unit awards to pay taxes.

 

 Options Stock awards  Options

 

 Stock awards

 

Name

 

Number of shares
acquired on exercise (#)

 

 

Value realized on
exercise ($)(1)

 

 

Number of shares
acquired on vesting (#)

 

 

Value realized  

on vesting  ($)(2)  

 

  

 

Number of shares
acquired on exercise (#)

 

 

 

Value realized on
exercise ($)(1)

 

 

 

Number of shares
acquired on vesting (#)

 

 

 

Value realized 
on vesting ($)(2) 

 

M.K. Wirth

 

 

67,500

 

$

    3,197,620

 

 

74,218

 

$

    6,551,462

M.K. Wirth

M.K. Wirth

M.K. Wirth

M.K. Wirth

   

 

—

 

 

 

—

 

 

111,159

 

 

$

17,228,256 

P.R. Breber

 

 

5,000

 

$

42,425

 

 

11,385

 

$

1,005,020

J.W. Johnson

 

 

–

 

 

–

 

 

27,947

 

$

2,466,931

J.C. Geagea

 

 

–

 

 

–

 

 

21,514

 

$

1,899,075

P.R. Breber

P.R. Breber

P.R. Breber

P.R. Breber

   

 

25,000

 

 

$

1,507,250

 

 

29,714

 

 

$

4,624,699 

M.A. Nelson

 

 

–

 

 

–

 

 

21,418

 

$

1,890,651

M.A. Nelson

M.A. Nelson

M.A. Nelson

M.A. Nelson

   

 

—

 

 

 

—

 

 

25,366

 

 

$

3,868,185 

A.N. Hearne

A.N. Hearne

A.N. Hearne

A.N. Hearne

A.N. Hearne

   

 

—

 

 

 

—

 

 

31,230

 

 

$

5,011,892 

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

   

 

—

 

 

 

—

 

 

22,488

 

 

$

3,501,044 

 

(1)

Value realized upon exercise was determined by multiplying the number of stock options exercised by the difference between the weighted average fair market value of Chevron common stock on the exercise date and the exercise price of the stock options.

 

Name  Shares acquired on
exercise		  

Grant

date

  

Exercise

price

  

Exercise

date

  Market price
at exercise		  Value realized
on exercise		 Shares acquired
on exercise		 

Grant

date

 Exercise
price		 Exercise
date		 Market price
at exercise		 Value realized
on exercise

M.K. Wirth

   

 

33,750

   

 

1/27/2010

   

$

    73.70

   

 

1/6/2020

   

$

    121.0726

   

$

    1,598,825

   

 

33,750

   

 

1/27/2010

   

$

73.70

   

 

1/6/2020

   

$

121.0717

   

$

1,598,795

P.R. Breber

   

 

5,000

   

 

1/27/2016

   

$

83.29

   

 

3/2/2020

   

$

91.7750

   

$

42,425

P.R. Breber

P.R. Breber

P.R. Breber

 

 

 

 

25,000     

 

 

 

 

1/28/2015

 

 

$164.00

 

 

8/11/2023

 

 

$4,100,000

 

 

$1,507,250

 

(2)

Represents the cash value of vested performance shares granted in 20182021 for the performance period January 20182021 through December 2020,2023, paid in February 2021.2024. Also includes the cash value of vested restricted stock units granted in 2018, paid in February 2023; and the cash value of RSUs withheld to pay taxes on unvested RSUs no longer subject to substantial risk of forfeiture. Each of these is described further below.page 86.

performance shares

We calculate the cash value of performance share payouts as follows:

First, we calculate our TSR and the TSR of our LTIP Performance Share Peer Group (BP, ExxonMobil, Royal Dutch Shell, Total and S&P 500 Total Return Index)Index for the three-year performance period. We calculate TSR for the three-year performance period as follows:

 

TSR =

 (20-day average ending share price (–) 20-day average beginning share price (+) reinvested dividend value)
 

20-day average beginning share price

“Ending” refers to the last 20 trading days of the performance period. “Beginning” refers to the last 20 trading days prior to the start of the performance period. In each instance, we use closing prices to calculate the 20-day average.

The results are expressed as an annualized average compound rate of return.

Second, we rankcalculate our TSR againstROCE-I and the TSRROCE-I of our LTIP Performance Share Peer Group for the three-year performance period. ROCE-I is the percentage point difference between the trailing 12-month ROCE as of the quarter preceding the end of the three-year performance period and the trailing 12-month ROCE as of the quarter preceding the start of the three-year performance period. We calculate ROCE as follows:

 ROCE = 

(net income excluding special items (+) after tax interest expense (+) noncontrolling interests income)

average capital employed

Net Income (excluding special items) is the net income adjusted for significant, externally disclosed non-operating items. Capital Employed is the sum of stockholders’ equity, total debt, and noncontrolling interests equity. Average Capital Employed is computed by averaging the sum of Capital Employed at the beginning of and end of the 12-month net income period. The final ROCE calculation may include reasonable estimates and will be determined and certified by the MCC in its sole discretion.

Chevron Corporation 2024 Proxy Statement

84

executive compensation

Third, we rank our TSR and ROCE-I against the TSR and ROCE-I of our LTIP Performance Share Peer Group and S&P 500 Index if applicable to determine the performance modifiermultiplier applicable to the awards. Our rank then determines what the performance modifiermultiplier will be, as follows:

 

Our rank

 

1st

 

2nd

 

3rd

 

4th

 

5th

 

6th         

  1st  2nd  3rd  4th  5th  6th 

Performance modifier

 

200%

 

160%

 

120%

 

80%

 

40%

 

0%         

TSR modifier (70% weight, ranking includes S&P 500 Index)

TSR modifier (70% weight, ranking includes S&P 500 Index)

TSR modifier (70% weight, ranking includes S&P 500 Index)

TSR modifier (70% weight, ranking includes S&P 500 Index)

TSR modifier (70% weight, ranking includes S&P 500 Index)

  

 

200%

  

 

160%

  

 

120%

  

 

80%

  

 

40%

  

 

0% 

ROCE-I modifier (30% weight, ranking excludes S&P 500 Index)

ROCE-I modifier (30% weight, ranking excludes S&P 500 Index)

ROCE-I modifier (30% weight, ranking excludes S&P 500 Index)

ROCE-I modifier (30% weight, ranking excludes S&P 500 Index)

ROCE-I modifier (30% weight, ranking excludes S&P 500 Index)

  

200%

  

150%

  

100%

  

50%

  

0%

  

n/a 

For example, if we rank first in TSR as compared with our LTIP Performance Share Peer Group and S&P 500 Index and second in ROCE-I,then the performance modifiermultiplier would be 200 percent.185%. Under the rules of the LTIP, in the event our measured annualized TSR is less than 1one percentage point of the nearest competitor(s), the results will be considered a tie, and the performanceTSR modifier will be the average of the tied ranks. In the event our measured ROCE-I is less than one-half of a percentage point of the nearest competitor(s), the results will be considered a tie, and the ROCE-I modifier will be the average of the tied ranks. For example, if Chevron ranks sixthfifth in TSR and ties with the TSR of the peer that ranks sixth, it will result in a TSR modifier of 20% (the average of 40% and 0%). In addition, if Chevron ranks fourth in ROCE-I and ties with the ROCE-I of the peer that ranks fifth, it will result in a ROCE-Imodifier of 20 percent25% (the average of 40 percent50% and 0 percent)0%). The weighted results of the modifiers are rounded to the nearest whole number. The overall performance multiplier would then result in 22%.

Third

 70% x TSR modifier 

 + 

 30% x ROCE-I modifier 

 = 

 Performance multiplier 

In the event of negative TSR for the performance period, any above-target TSR modifier will be reduced by 20% for executive officers.

Fourth, we determine the cash value and payout of the performance share award, as follows:

 

    Number(Number of performance 

shares     granted + dividend equivalents)

dividend equivalents 

  x   Performance modifier     multiplier   x  

 20-day trailing average price of Chevron common

stock at the end of the performance period

  =   Cash value/payout 

66    Chevron Corporation—2021 Proxy Statement

  executive compensation  

For awards of performance shares made in 2018,2021, the three-year performance period ended December 2020.2023. Chevron came intied for third, fourth, and fifth place for TSR and tied for second and third place resultingfor ROCE-I. This resulted in a performance modifiermultiplier of 79% for the period of 120 percent.period. Accordingly, the cash value of the 20182021 grant was calculated as follows:

 

Name Shares
granted plus
dividend
equivalents		 x Modifier = Shares
acquired on
vesting		 x   20-Day trailing
average price		  =   Cash
value/payout		  

Shares granted plus
dividend
equivalents

 

 

x

 

 

Performance
multiplier

 

 

=

 

 

Shares
acquired on
vesting

 

 

x

 

 

20-day trailing
average
price

 

  

=

 

  

Cash 
 value/payout 

 

M.K. Wirth

 

 

60,491     

 

  120%  72,589   $88.27    

 

$ 6,407,475

 

M.K. Wirth

M.K. Wirth

M.K. Wirth

M.K. Wirth

 

99,156

  

 

 

79%

  

 

 

 

78,333

 

  

 

 

 

$147.46

    

 

   

$

11,551,004 

P.R. Breber

 

 

17,569     

 

  120%  

21,083

   

$88.27

    

 

$ 1,861,017

 

J.W. Johnson

 

 

22,823     

 

  

120%

  

27,388

   

$88.27

    

 

$ 2,417,503

 

J.C. Geagea

 

 

17,569     

 

  

120%

  

21,083

   

$88.27

    

 

$ 1,861,017

 

P.R. Breber

P.R. Breber

P.R. Breber

P.R. Breber

 

25,604

  

 

 

79%

  

 

 

 

20,227

 

  

 

 

 

$147.46

    

 

   

$

2,982,728 

M.A. Nelson

 

 

9,214     

 

   

120%

   

11,057

    

$88.27

     

 

$    975,973

 

M.A. Nelson

M.A. Nelson

M.A. Nelson

M.A. Nelson

 

25,604

  

 

 

79%

  

 

 

 

20,227

 

  

 

 

 

$147.46

    

 

   

$

2,982,728 

A.N. Hearne

A.N. Hearne

A.N. Hearne

A.N. Hearne

A.N. Hearne

 

19,285

  

 

 

79%

  

 

 

 

15,235

 

  

 

 

 

$147.46

    

 

   

$

2,246,576 

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

 19,285

 

   79%

 

    

 

15,235

 

 

 

    

 

$147.46

 

 

       $

 

2,246,576 

 

 

The cash value/payout includes the value of fractional shares.

Mr.Messrs. Nelson and Hearne elected to defer 25 percent25% of his 2018their 2021 performance share grant, or $243,993, to the DCP.$745,682 for Mr. Nelson and $561,644 for Mr. Hearne. Provisions of the DCP and distribution elections are described in the footnotes to the “Nonqualified Deferred Compensation Table” in this Proxy Statement.

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executive compensation

restricted stock units

Vested RSUs became partare valued by multiplying the number of units vested by the standard LTIP mixclosing price of Chevron common stock on the vesting date, or, if the NYSE is not open on the vesting date, by the closing price on the last date prior to the vesting date that the NYSE is open. The following RSUs vested and were paid in 2017. These cash in 2023.

Name

 

Number of shares
acquired on
vesting (#)

 

Grant
date

 

Vest date

 

Price used
to value shares(a)

 

Value realized
on vesting

 

M.K. Wirth

 

31,383

     

 

1/31/2018

 

 

1/31/2023

 

$

174.02

 

$

5,461,295

 

P.R. Breber

 

9,121

 

 

1/31/2018

 

 

1/31/2023

 

$

174.02

 

$

1,587,176

 

M.A. Nelson

 

4,773

 

 

1/31/2018

 

 

1/31/2023

 

$

174.02

 

$

830,662

 

A.N. Hearne

 

2,669

 

 

1/31/2018

 

 

1/31/2023

 

$

174.02

 

$

464,458

 

 

 

 

12,580

 

(b) 

 

 

 

1/29/2020

 

 

 

 

 

1/31/2023

 

 

 

$

 

174.02

 

 

 

$

 

2,189,136

 

 

R.H. Pate

 

 

 

6,937

 

 

 

 

 

1/31/2018

 

 

 

 

 

1/31/2023

 

 

 

$

 

174.02

 

 

 

$

 

1,207,172

 

 

 

(a)

Closing price of Chevron common stock on the NYSE on the vest date.

(b)

Represents supplemental RSUs awarded in 2020.

RSUs are subject to certain tax liabilities prior to vesting when a substantial risk of forfeiture no longer exists. Generally, this event occurs when grant recipients reach age or age and service milestones. In December 2020,2023, Chevron withheld the following RSUs from grants to pay taxes. The cash value of shares withheld includes the value of fractional shares withheld. Messrs. Wirth, Johnson, Geagea,Breber, Nelson, and NelsonPate have more than 90 points, as described in our “Potential Payments upon Termination or Change-in-Control” in this Proxy Statement and the full FICA tax obligation for the 20172019, 2020, and 20182021 grants waswere paid in prior years, when the grants were no longer subject to substantial risk of forfeiture. Mr. Breber has not yetHearne reached 90 points in 2023, and the cash value of his shares withheld is based on the pro-rataremaining portion of his RSUs no longer subject to substantial risk of forfeiture.

 

Name

 

Shares withheld

 

Grant

date

 

Valuation
date

 

Price used
to value shares(a)

 

Cash value of
shares withheld

 

Shares withheld

 

Shares withheld

 

Grant
date

 

Grant
date

 

Valuation
date

 

Valuation
date

 

Price used
to value shares(a)

 

Price used
to value shares(a)

 

Cash value of
shares withheld

 

Cash value of
shares withheld

 

M.K. Wirth

 

1,629

 

 

1/30/2019

 

 

 

12/17/2020

 

 

 

$88.41        

 

 

 

$ 143,988

 

M.K. Wirth

M.K. Wirth

M.K. Wirth

M.K. Wirth

 

1,443    

 

 

1/26/2022

 

 

12/18/2023

 

$

149.68

 

$

215,957

 

P.R. Breber

P.R. Breber

P.R. Breber

P.R. Breber

P.R. Breber

 

85

 

 

1/25/2017

 

 

 

12/17/2020

 

 

 

$88.41        

 

 

 

$     7,555

 

 

366    

 

 

1/26/2022

 

 

12/18/2023

 

$

149.68

 

$

54,795

 

 

78

 

 

1/31/2018

 

 

 

12/17/2020

 

 

 

$88.41        

 

 

 

$     6,902

 

M.A. Nelson

M.A. Nelson

M.A. Nelson

M.A. Nelson

M.A. Nelson

 

366    

 

 

1/26/2022

 

 

12/18/2023

 

$

149.68

 

$

54,795

 

 

165

 

 

1/30/2019

 

 

 

12/17/2020

 

 

 

$88.41        

 

 

 

$   14,589

 

J.W. Johnson

 

559

 

 

1/30/2019

 

 

 

12/17/2020

 

 

 

$88.41        

 

 

 

$   49,428

 

J.C. Geagea

 

430

 1/30/2019  

 

12/17/2020

 

 

 

$88.41        

 

 

 

$   38,058

 

M.A. Nelson

 

335

 

 

1/30/2019

 

 

 

12/17/2020

 

 

 

$88.41        

 

 

 

$   29,635

 

A.N. Hearne

A.N. Hearne

A.N. Hearne

 

54    

 

 

1/30/2019

 

 

12/18/2023

 

$

149.68

 

$

8,141

 

A.N. Hearne

 

 

1/29/2020

 

 

12/18/2023

 

$

149.68

 

$

22,635

 

 

1/27/2021

 

 

12/18/2023

 

$

149.68

 

$

39,617

 

1/26/2022

 

 

12/18/2023

 

$

149.68

 

$

41,329

 

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

 

 

316    

 

 

 

 

 

1/26/2022

 

 

 

 

 

12/18/2023

 

 

 

$

 

149.68

 

 

 

$

 

47,296

 

 

 

 

 (a)

Closing price of Chevron common stock on the NYSE on the valuation date.

 

Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

67

86

executive compensation

executive compensation  

 

pension benefits table

The following table sets forth information concerning the present value of benefits accumulated by our NEOs, under our defined benefit retirement plans, or pension plans.

 

Name  Plan name Number of years
credited  service(1)		 Present value of
accumulated benefit(2)		 

Payments during  

last fiscal year  

 

Plan name

 

 

Number of years
credited service(1)

 

 

Present value of
accumulated benefit(2)

 

 

Payments during
last fiscal year

 

M.K. Wirth

  

Chevron Retirement Plan

 

35

 

$      2,646,484

 

–

Chevron Retirement Restoration Plan

 

$    40,108,805

 

–

M.K. Wirth

 

Chevron Retirement Plan

 

38

 

$

2,189,948

 

 

 

—

 

 

Chevron Retirement Restoration Plan

 

 

$

 

33,486,125

 

 

 

 

—

 

P.R. Breber

  

Chevron Retirement Plan

 

31

 

$      2,007,535

 

–

Chevron Retirement Restoration Plan

 

$    15,615,709

 

–

P.R. Breber

 

Chevron Retirement Plan

 

34

 

$

2,007,271

 

 

 

—

 

J.W. Johnson

  

Chevron Retirement Plan

 

37

 

$      2,649,724

 

–

Chevron Retirement Restoration Plan

 

$    27,079,362

 

–

J.C. Geagea

  

Chevron Retirement Plan

 

36

 

$      2,684,855

 

–

Chevron Retirement Restoration Plan

 

$    21,361,396

 

–

P.R. Breber

 

Chevron Retirement Restoration Plan

  

34

 

 

$

 

14,072,827

 

 

 

 

—

 

M.A. Nelson

  

Chevron Retirement Plan

 

35

 

$      2,400,956

 

–

Chevron Retirement Restoration Plan

 

$    12,346,784

 

–

M.A. Nelson

 

Chevron Retirement Plan

 

38

 

$

2,261,118

 

 

 

—

 

 

Chevron Retirement Restoration Plan

 

 

$

 

16,018,005

 

 

 

 

—

 

A.N. Hearne

A.N. Hearne

 

Chevron Retirement Plan

 

14

 

$

388,453

 

 

 

—

 

 

Chevron Retirement Restoration Plan

 

 

$

 

1,727,157

 

 

 

 

—

 

Chevron UK Pension Plan

 

20

 

$

2,243,483

(3) 

 

 

—

 

R.H. Pate

R.H. Pate

 

Chevron Retirement Plan

 

14

 

$

490,151

 

 

 

—

 

 

Chevron Retirement Restoration Plan

 

 

 

$

 

 

3,151,816

 

 

 

 

  

 

—

 

 

 

 

(1)

Credited service is computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to Chevron’s audited 20202023 financial statements and is generally the period that an employee is a participant in the plan for which he or shethe employee is an eligible employee and receives pay from a participating company. CreditedFor the CRP and RRP, credited service does not include service prior to July 1, 1986, if employees were under age 25. Our NEOs have such pre–July 1, 1986, age 25 service. Their actual years of service are as follows: Mr. Wirth, 38 years; Mr. Johnson, 40 years; Mr. Geagea, 39 years;41 years, and Mr. Nelson, 3639 years.

 

(2)

Reflects the actuarial present value of the accumulated benefit as of December 31, 2020,2023, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to Chevron’s audited 20202023 financial statements. AFor the CRP and RRP, a present value of the benefit is determined at the earliest age when participants may retire without any benefit reduction due to age (age 60, or current age if older, for the NEOs), using service and compensation as of December 31, 2020.2023. This present value is then discounted with interest to the date used for financial reporting purposes. Except for the assumption that the retirement age is the earliest retirement without a benefit reduction due to age, the assumptions used to compute the present value of accumulated benefits are the assumptions described in Note 21,23, “Employee Benefit Plans,” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020.2023. These assumptions include the discount rate of 2.4% percent5.0% for CRP and 4.8% for RRP as of December 31, 2020.2023. This rate reflects the rate at which benefits could be effectively settled and is equal to the equivalent single rate resulting from yield curve analysis as described in Note 21.23. The present values reflect the lump sum forms of payment based on the lump sum interest rate and mortality table assumptions used for financial reporting purposes on December 31, 2020,2023, which are representative ofprescribed by the Pension Protection Act of 2006 lump sum interest rates.

2006. See Footnotefootnote 5 to the “Summary Compensation Table” in this Proxy Statement for a description of the factors related to the change in the present value of the pension benefit.

(3)

For the UK Pension Plan, the present value of the benefit is determined at the earliest age when participants may retire without any benefit reduction being applied to some or all of their pension due to age (this is age 60 or 65, respectively, for Mr. Hearne), using service and compensation as of the date at which benefits ceased accruing. This present value is then discounted with interest to the date used for financial reporting purposes. The assumptions used to compute the present value of accumulated benefits are the assumptions described in Note 23, “Employee Benefit Plans,” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. These assumptions include the discount rate of 4.7% as of December 31, 2023. This rate is equal to the single equivalent rate resulting from consideration of yield curves derived from market yields on high-quality fixed income instruments as of December 31, 2023, and the distribution of the UK Pension Plan’s projected future benefit payments. Benefits in the UK Pension Plan are automatically increased, both once in payment and over the period from the date accrual ceased to the date pensions commenced. Indexation is generally linked to U.K. price inflation, which is assumed at the average rate of 2.7% per annum from December 31, 2023, but subject to limitations. See footnote 5 to the “Summary Compensation Table” in this Proxy Statement for a description of the factors related to the change in the present value of the pension benefit.

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executive compensation

Our NEOs are eligible for a pension after retirement and participate in both the Chevron Retirement Plan (CRP) (a defined-benefit pension plan that is intended to be tax-qualified under Internal Revenue Code section 401(a)) and the Chevron Retirement Restoration Plan (RRP) (an unfunded, nonqualified defined-benefit pension plan). The RRP is designed to provide benefits comparable with those provided by the CRP, but that cannot be paid from the CRP because of Internal Revenue Code limitations on benefits and earnings. In addition to the U.S-based plans, Mr. Hearne is eligible for benefits under the UK Pension Plan (a defined-benefit pension plan that is intended to be a registered pension scheme under the Finance Act 2024 of the Parliament of the United Kingdom).

For employees hired prior to January 1, 2008, including all of our NEOs,Messrs. Wirth, Breber, and Nelson, the age 65 retirement benefits are calculated as a single life annuity equal to 1.6 percent1.6% of the participant’s highest average earnings multiplied by years of credited service, minus an offset for Social Security benefits. For this purpose, “highest average earnings” areHAE is the average of the highest base salary and CIP awards over 36 consecutive months. On December 31, 2020,2023, the applicable annualized averages were: Mr. Wirth, $4,190,556;$4,722,222; Mr. Breber, $2,320,783; Mr. Johnson, $2,913,833; Mr. Geagea, $2,331,167;$2,329,367; and Mr. Nelson, $1,622,797.$2,362,500.

The CRP benefit reflects the earnings limitation imposed by the Internal Revenue Code for qualified plans. On December 31, 2020,2023, the applicable annualized earnings, after reflecting the average of the last three-year Internal Revenue Code Compensationcompensation limitations, was $280,000.

$308,333. The RRP benefit reflects the difference between the total retirement benefit and the benefit provided under the CRP. The age 65 retirement benefits for employees hired prior to January 1, 2008, are actuarially reduced below age 50, reduced by early retirement discount factors of 5 percent5% per year from age 50 to age 60, and unreduced at age 60.

A participantFor employees who became eligible for U.S. benefits on or after January 1, 2008, including Messrs. Hearne and Pate, the age 65 retirement benefits are calculated as a lump sum equal to the participant’s annualized HAE multiplied by 11% for the years of credited service before age 60 and 14% for the years of credited service after age 60. For this purpose, HAE is the average of the highest base salary and CIP awards over 60 consecutive months. On December 31, 2023, the applicable averages were: Mr. Hearne, $1,651,567, and Mr. Pate, $2,263,147.

The CRP benefit reflects the earnings limitation imposed by the Code for qualified plans. On December 31, 2023, the applicable annualized earnings, after reflecting the average of the last five-year Code compensation limitations, were $298,000 for Mr. Hearne and Mr. Pate. For employees hired after December 31, 2007, the amount of the benefit is reduced by 4.5% annual compound interest if payment commences prior to age 60.

For the CRP and RRP, participants are eligible for an early retirement benefit if he or she isthey are vested on the date employment ends. Generally, a participant is vested after completing five years of service. All NEOs are eligible for an early retirement benefit, calculated as described above.

Despite the calculations above, all retirees may elect to have their CRP benefits paid in the form of a lump-sum, single life annuity or lump sum. Jointjoint and survivor annuity, life and term-certain annuity, and uniform income annuity options are also available under the CRP.annuity.

The equivalent of optional forms of annuity payment are calculated by multiplying the early retirement benefit by actuarial factors, based on age, in effect on the benefit calculation date. The Internal Revenue CodeCode’s applicable interest rate and applicable mortality table are used for converting from one form of benefit to an actuarially equivalent optional form of benefit. Employees

68    Chevron Corporation—2021 Proxy Statement

  executive compensation  

can elect to have their CRP benefit commence prior to normal retirement age, which is age 65, but no earlier than when employment ends. CRP participants do not make distribution elections until separation from service.

The RRP may be paid as early as the first quarter that is at least one year following separation from service. Retirees may elect to receive the RRP lump sumlump-sum equivalent in a single payment or in up to 10 annual installments.

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Our NEOs made the following RRP distribution elections:

 

Name

 

Number of annual

installments elected

 

Time of first payment

M.K. Wirth

 

1

 

First quarter that is at least one year following separation from service

P.R. Breber

 

5

 

First January that is at least one year following separation from service

J.W. JohnsonM.A. Nelson

 

410

 

First quarter that is at least one year following separation from service

J.C. GeageaA.N. Hearne

 

1

 

First quarter that is at least one year following separation from service

M.A. NelsonR.H. Pate

 1

10

 

First quarter that is at least one year following separation from service

For U.K. heritage Texaco employees hired prior to January 1, 2003, including Mr. Hearne, the UK Pension Plan benefit is calculated as an age 60 joint life annuity equal to 1.85% of the participant’s final pensionable pay multiplied by eligible years of credited service up to December 31, 2002, minus a state pension offset (calculated as 1/46th of the annual equivalent of the single person’s basic state pension in force upon termination of pensionable service) and as an age 65 joint life annuity equal to 1.9% of the participant’s final pensionable pay multiplied by eligible years of credited service from January 1, 2003, minus a state pension offset (calculated as 1/44th of the annual equivalent of the single person’s basic state pension in force upon termination of pensionable service).

A participant can elect to receive a portion of their benefit as a tax-free lump sum and a smaller monthly pension. The age 65 retirement benefit is actuarially reduced if commenced prior to age 65, and the age 60 retirement benefit is actuarially increased if commenced after age 60. Following the participant’s death, a pension is payable to an eligible dependent. The amount is equal to 50% of the pension to which the participant would have been entitled without any restriction for the U.K. tax approvable limit and is payable for the rest of the dependent’s life.

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nonqualified deferred compensation table

In this section, we set forth information concerning the value of each NEO’s compensation that is deferred pursuant to our DCP and our ESIP-RP.

DCP

The DCP is an unfunded and nonqualified defined contribution plan that permits NEOs to defer up to 90 percent90% of CIP awards, up to 90 percent90% of LTIP performance share awards, and up to 40 percent40% of salary. The DCP is intended to qualify as an unfunded pension plan maintained by an employer for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income and Security Act.

DCP deferrals accrue earnings, including dividend equivalents and common stock price appreciation or depreciation, based upon an NEO’s selection of investments from 1512 different funds that are designated by the MCC and that are also available in the ESIP, Chevron’s tax-qualified defined contribution plan open to employees on the U.S. payroll. DCP funds and their annual rates of return as of December 31, 2020,2023, were:

 

Chevron Common Stock Fund

 

 

-25.97-13.62%

% 

Capital Group EuroPacific Growth Trust (US) Class U3

 

 

24.8615.79%

% 

Dodge & Cox Income Separate Account

 

 

10.138.04%

% 

 State Street U.S. Inflation Protected Bond Index Non-Lending Series Fund Class CPrincipal Diversified Real Asset

 

 

10.833.31%

% 

Vanguard Balanced Index Fund Institutional Shares

 

 

16.4117.58%

% 

 Vanguard Developed MarketBlackRock MSCI ACWI Ex-U.S. Index Institutional Plus SharesAccount C

 

 

10.2715.49%

% 

 Vanguard Emerging Markets Stock Index Fund Institutional Plus SharesGovernment Short-Term Investment Account C

 

 

15.295.15%

% 

 Vanguard Federal Money Market Fund Investor SharesEquity Index Account C

 

 

0.4526.30%

% 

 Vanguard Institutional 500 Index TrustExtended Equity Market Fund M

 

 

18.4025.34%

% 

 Vanguard Institutional Extended MarketU.S. Debt Index TrustAccount C

 

 

32.265.69%

% 

 Vanguard Institutional Total Bond Market Index TrustPutnam Stable Value Fund(1)

 

 

7.74—

% 

EARNEST Partners Smid Cap Core Fund—Class 1

 Vanguard PRIMECAP Fund Admiral Shares

 

 

17.32

% 

 Vanguard Real Estate Index Fund Institutional Shares

14.80%

 

-4.67

% 

 Vanguard Short-Term Bond Index Fund Institutional Plus Shares

4.72

% 

 Vanguard Value Index Fund Institutional Shares

2.30

% 

NEOs may transfer into and out of funds daily. NEOs and other insiders may only transact in the Chevron Common Stock Fund during a 20-business day20-business-day period that begins on the first business day that is at least 24 hours after the public release of quarterly and annual earnings (an Insider Trading Window). Deferrals for NEOs and other insiders who elect their deferrals be tracked with reference to Chevron common stock are, upon deferral, tracked with reference to the Vanguard Treasury Money Market Fund. At the close of the Insider Trading Window, the balance of the Vanguard Treasury Money Market Fund is transferred to the Chevron Common Stock Fund. The 20202023 annual rate of return for the Vanguard Treasury Money Market Fund was 0.47 percent.

Chevron Corporation—2021 Proxy Statement    69

executive compensation  

5.05%.

Payments of DCP deferrals are made after the end of employment in up to 10 annual installments. Amounts tracked in Chevron common stock are paid in common stock, and all other amounts are paid in cash. Participants may elect payment to commence as early as the first quarter that is at least 12 months following separation from service. The DCP was amended for post-2004 deferrals in accordance with Section 409A of the Internal Revenue Code. As a result, NEOs may make different elections for pre-2005 and post-2004 deferrals. If a plan participant engages in misconduct (as defined in the DCP), DCP balances related to awards made under the LTIP or the CIP on or after June 29, 2005, may be forfeited.

(1)

Annual rate of return not available as fund has not been in existence for at least a year.

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executive compensation

ESIP-RP

The ESIP-RP is a nonqualified defined contribution restoration plan that provides for the Company contribution that would have been paid into the ESIP but for the fact that the NEO’s base salary exceeded the annual compensation limit under Internal Revenue Code 401(a)(17) ($285,000330,000 in 2020)2023). A minimum 2 percent2% deferral of base pay over the tax code’sCode’s annual compensation limit is required in order to receive a Company contribution in the ESIP-RP. Contributions are tracked in phantom Chevron common stock units. Participants receive phantom dividends on these units, based on the dividend rate that is earned on Chevron common stock. Plan balances may be forfeited if a participant engages in misconduct (as defined in the ESIP-RP). Accounts are paid out in cash, commencing as early as the first quarter that is at least 12 months following separation from service, in up to 10 annual installments.

 

Name(1) 

Executive

contributions

in the last

fiscal year(2)

 

Company

contributions

in the last

fiscal year(3)

 

Aggregate earnings

in the last

fiscal  year(4)

 

Aggregate

withdrawals/

distributions(5)

 

Aggregate

balance at last

fiscal year-end(6)

 

Executive
contributions
in the last
fiscal year(2)

 

 

Company
contributions
in the last
fiscal year(3)

 

 

Aggregate earnings
in the last
fiscal year(4)

 

 

Aggregate
withdrawals /
distributions(5)

 

 

Aggregate
balance at last
fiscal year-end(6)

 

M.K. Wirth

 

$    27,008

 

$  108,033

 

 

$  2,132,528

 

 

–

 

$  20,603,118

M.K. Wirth

M.K. Wirth

M.K. Wirth

M.K. Wirth

 

$

29,775

 

$

119,100

 

$

2,513,191

 

 

—

 

$

24,710,000

P.R. Breber

 

$    14,583

 

$    58,333

 

 

($  1,696,579

) 

 

–

 

$    4,976,251

J.W. Johnson

 

$    18,442

 

$    73,767

 

 

($     168,844

) 

 

–

 

$    3,116,134

J.C. Geagea

 

$    14,583

 

$    58,333

 

 

($     128,409

) 

 

–

 

$       724,060

P.R. Breber

P.R. Breber

P.R. Breber

P.R. Breber

 

$

16,087

 

$

64,350

 

($

1,592,179

)

 

 

—

 

$

10,184,472

M.A. Nelson

 

$  310,917

 

$    52,033

 

 

$     629,844

 

 

–

 

$    5,709,159

M.A. Nelson

M.A. Nelson

M.A. Nelson

M.A. Nelson

 

$

1,994,547

 

$

68,600

 

$

1,279,787

 

 

—

 

$

10,988,571

A.N. Hearne

A.N. Hearne

A.N. Hearne

A.N. Hearne

A.N. Hearne

 

$

1,785,145

 

$

56,767

 

$

645,036

 

 

—

 

$

6,404,496

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

 $

 

15,301

 

 

 $

 

61,204

 

 

 $

 

1,068,998

 

 

  

 

—

 

 

 $

 

7,287,479

 

 

 

(1)

Below are the payment elections made by each of the NEOs with respect to their DCP and ESIP-RP plan balances. If deferral years are not noted, elections apply to post-2004 balances and, if applicable, pre-2005 balances.

 

Name

Plan

  

Number ofPlan name

annual

installments

elected

  

Number of annual
installments elected

Time of first payment

M.K. Wirth

  

DCP

  

1

  

First quarter that is at least one year following separation from service

  

ESIP-RP

  

1

  

First quarter that is at least one year following separation from service

P.R. Breber

  

DCP

  

5

  

First January that is at least one year following separation from service

  

ESIP-RP

  

5

  

First January that is at least one year following separation from service

J.W. JohnsonM.A. Nelson

DCP

10

First quarter that is at least one year following separation from service

ESIP-RP post-2004

10

First quarter that is at least one year following separation from service

ESIP-RP pre-2005

1

First quarter that is at least one year following separation from service

A.N. Hearne

  

DCP

  

1

  

First quarter that is at least one year following separation from service

  

ESIP-RP

  

1

  

First quarter that is at least one year following separation from service

J.C. GeageaR.H. Pate

  

DCP

  

1

  

First quarter that is at least one year following separation from service

  

ESIP-RP

1

First quarter that is at least one year following separation from service

M.A. Nelson

DCP

10

First quarter that is at least one year following separation from service

ESIP-RP post-2004

10

First quarter that is at least one year following separation from service

ESIP-RP pre-2005

  

1

  

First quarter that is at least one year following separation from service

Chevron Corporation 2024 Proxy Statement

91

executive compensation

 

(2)

Reflects 20202023 DCP deferrals of salary, any 20192022 performance-year CIP, and LTIP performance shares for the 2017–20192020–2022 performance period. Salary deferrals are also included in the “Salary” column that is reported in the “Summary Compensation Table” in this Proxy Statement and are quantified as “Total Salary Deferred Under the DCP” in Footnotefootnote 1 to that table. For Mr. Nelson and Mr. Hearne, the CIP deferred in 2023 was reported in footnote 4 to the “Summary Compensation Table.” For Mr. Nelson, the value of the deferred LTIP performance shares was reported in Footnotefootnote 2 of the “Option ExerciseExercises and Stock Vested in Fiscal Year 2019”2022” table in our 20202023 Proxy Statement.

 

Name    

2020 salary

deferrals

    

2020 CIP

deferrals

    

2020 LTIP

deferrals

M.K. Wirth

    

$    27,008

    

–

    

–

P.R. Breber

    

$    14,583

    

–

    

–

J.W. Johnson

    

$    18,442

    

–

    

–

J.C. Geagea

    

$    14,583

    

–

    

–

M.A. Nelson

    

$    13,008

    

$ 235,125

    

$    62,784

70    Chevron Corporation—2021 Proxy Statement

  executive compensation  

Name

 

  

2023 salary
deferrals

 

  

2023 CIP
deferrals

 

  

2023 LTIP
deferrals

 

M.K. Wirth

   

$

29,775

   

 

—

   

 

—

P.R. Breber

   

$

16,087

   

 

—

   

 

—

M.A. Nelson

   

$

17,150

   

$

525,000

   

$

1,452,397

A.N. Hearne

   

$

51,979

   

$

420,000

   

$

1,313,166

R.H. Pate

 

   $

 

15,301

 

 

    

 

—

 

 

    

 

—

 

 

 

(3)

Represents ESIP-RP contributions by the Company for 2020.2023. These amounts are also reflected in the “All Other Compensation” column in the “Summary Compensation Table” in this Proxy Statement.

 

(4)

Represents the difference between DCP and ESIP-RP balances at December 31, 2020,2023, and December 31, 2019,2022, less CIP, LTIP, and salary deferrals in the DCP and Company contributions in the ESIP-RP. For this purpose, “earnings” includes dividend equivalents, common stock price appreciation (or depreciation), and other similar items. 20202023 earnings in the DCP and ESIP-RP were as follows:

 

Name

 

DCP earnings

  

ESIP-RP earnings  

 

DCP earnings

 

 

ESIP-RP earnings

 

M.K. Wirth

 

 $

2,483,315

   

 

($    350,787)

 

M.K. Wirth

M.K. Wirth

M.K. Wirth

M.K. Wirth

 

$

2,918,539

 

($

405,348

)

P.R. Breber

 

($

      1,565,543

)

   

 

($    131,036)

 

J.W. Johnson

 

 $

22,965

   

 

($    191,809)

 

J.C. Geagea

 

 $

28,746

   

 

($    157,155)

 

P.R. Breber

P.R. Breber

P.R. Breber

P.R. Breber

 

($

1,428,215

)

 

($

163,964

)

M.A. Nelson

 

 $

751,065

   

 

($    121,221)

 

M.A. Nelson

M.A. Nelson

M.A. Nelson

M.A. Nelson

 

$

1,431,172

 

($

151,385

)

A.N. Hearne

A.N. Hearne

A.N. Hearne

A.N. Hearne

A.N. Hearne

 

$

713,233

 

($

68,197

)

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

 $

 

1,255,562

 

 

 ($

 

186,564

 

)

 

 

(5)

In-service withdrawals are not permitted from the DCP or the ESIP-RP.

 

(6)

Represents DCP and ESIP-RP balances as of December 31, 2020,2023, as follows:

 

Name

 

DCP balance

  

ESIP-RP balance  

 

DCP balance

 

 

ESIP-RP balance

 

M.K. Wirth

 

$

    19,466,864

   

 

$    1,136,254

M.K. Wirth

M.K. Wirth

M.K. Wirth

M.K. Wirth

 

$

22,054,896

 

$

2,655,104

P.R. Breber

 

$

4,536,658

   

 

$       439,593

J.W. Johnson

 

$

2,481,610

   

 

$       634,524

J.C. Geagea

 

$

209,020

   

 

$       515,040

P.R. Breber

P.R. Breber

P.R. Breber

P.R. Breber

 

$

9,097,264

 

$

1,087,208

M.A. Nelson

 

$

5,304,889

   

 

$       404,270

M.A. Nelson

M.A. Nelson

M.A. Nelson

M.A. Nelson

 

$

9,978,467

 

$

1,010,104

A.N. Hearne

A.N. Hearne

A.N. Hearne

A.N. Hearne

A.N. Hearne

 

$

5,929,053

 

$

475,443

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

R.H. Pate

 $

 

6,059,613

 

 

 $

 

1,227,866

 

 

The amounts reported in the aggregate balance at last fiscal year-end were reported as compensation to the NEOs in the “Summary Compensation Table” in prior Proxy Statements as follows:

 

Name

 

 

Salary deferral amounts
previously reported

 

 

ESIP-RP amounts
previously reported

 

 

CIP amounts
previously reported

 

 

LTIP amounts
previously reported

 

M.K. Wirth

  

$

257,040

  

$

1,028,162

  

$

3,457,080

  

$

6,147,430

P.R. Breber

  

$

72,010

  

$

288,039

  

 

—

  

 

—

M.A. Nelson

  

$

52,246

  

$

208,983

  

$

1,210,125

  

$

2,399,229

A.N. Hearne

  

 

—

  

 

—

  

 

—

  

 

—

R.H. Pate

 

  $

 

351,497

 

 

  $

 

310,442

 

 

  $

 

506,100

 

 

   

 

—

 

 

Chevron Corporation 2024 Proxy Statement

92

Name

  Salary deferral amounts  

previously reported

ESIP-RP amounts

  previously reported  

CIP amounts
  previously reported  

LTIP amounts

  previously reported  

M.K. Wirth

$

    175,140

$

    700,562

$

    3,457,080

$

    6,147,430

P.R. Breber

$

27,656

$

110,623

 

–  

 

–  

J.W. Johnson

$

79,433

$

317,733

 

–  

 

–  

J.C. Geagea

$

54,961

$

219,842

 

–  

 

–  

M.A. Nelson

$

    11,346

$

45,383

$

244,575

$

111,221

executive compensation

Deferrals of the 20202023 CIP awards and the LTIP performance shares for the 2018-20202021–2023 performance period are not reflected in the DCP balance at December 31, 2020,2023, as they were not deferred until the underlying awards were settled in 2021.2024. They were reported in footnotes to the “Summary Compensation Table” and the “Option Exercises and Stock Vested in Fiscal Year 2020”2023” table in this Proxy Statement, as follows:

 

Name CIP amounts previously reported and
credited to the DCP in 2021		  

LTIP amounts previously reported and

credited to the DCP in 2021

M.K. Wirth

 

–

  

–

P.R. Breber

 

–

  

–

J.W. Johnson

 

–

  

–

J. C. Geagea

 

–

  

–

M.A. Nelson

 

–

  

$     243,993

Chevron Corporation—2021 Proxy Statement    71

  executive compensation  

Name

 

 

CIP amounts previously reported and
credited to the DCP in 2024

 

 

LTIP amounts previously reported and
credited to the DCP in 2024

 

M.K. Wirth

  

 

—

  

 

—

P.R. Breber

  

 

—

  

 

—

M.A. Nelson

  

$

359,100

  

$

745,682

A.N. Hearne

  

$

254,363

  

$

561,644

R.H. Pate

 

  $

 

287,375

 

 

   

 

—

 

 

 

Chevron Corporation 2024 Proxy Statement

93

executive compensation

potential payments upon termination orchange-in-control

change-in-control

OurWith the exception of Mr. Pate, our NEOs do not have employment contracts or other agreements or arrangements that provide for enhanced severance, special guaranteed payments, or other benefits upon retirement, termination, or change-in-control. In 2018, Mr. Pate and Chevron entered into agreements relating solely to the vesting of Mr. Pate’s outstanding equity awards, if any, and the value of the Company’s contribution to the retiree health benefit upon termination; such agreements are described in the table below and in our “Compensation Discussion and Analysis–Compensation Governance: Oversight and Administration of the Executive Compensation Program–Employment, Severance, and Change-in-Control Agreements” in this Proxy Statement. In addition, in the event of a change-in-control, our NEOs are not eligible for accelerated vesting of outstanding equity awards under the LTIP. However, upon termination for reasons other than misconduct (as defined in the LTIP), our NEOs are entitled to accrued and vested interests (and in some cases deemed vesting of unvested interests) in their outstanding equity awards, retirement plan benefits, and certain limited perquisites. Under the LTIP, full or partial vesting of unvested equity grants is a function of the sum of an NEO’s age plus his or hertheir time in service and the reason for termination. Our policy reflects our belief that our equity and benefit programs should be designed to encourage retention and support long-term employment. Many of our business decisions have long-term horizons, and to ensure that our executives have a vested interest in our future profitability, such programs enable executives with long service to continue to share in our success. The increasing benefits of longer service on equity grants is illustrated by the following table.

 

   

Termination for

misconduct(1)

 

Termination for

any reason less

than one year

after grant
date(1)

date(2)

 Termination for reasonsany reason other than misconduct and

grants held for at least one year after grant date,(2)
, and
on termination date either:
 

Are less than age 60

and have less than 75

points (sum of age

and service)

 

Are at least

age 60 or have

at least

75 points

 

Are at least

age 65 or

have at least

90 points

Performance sharesForfeit 100% of grantForfeit 100% of grantForfeit 100% of grantProrated vesting(4)100% vested(4)

RSUsPerformance shares

 

Forfeit 100% of grant

 

Forfeit 100% of grant

 

Forfeit 100% of grant

 

Prorated vesting(4)(3)

 

100% vested(4)(3)

RSUs

 

Forfeit 100% of grant

Forfeit 100% of grant

Forfeit 100% of grant

Prorated vesting(3)

100% vested(3)

Stock options

 Forfeit 100% of grant Forfeit 100% of grant 

Forfeit 100% of

unvested grant

 

180 days from termination

to exercise(3)(4)

 

Prorated vesting

 

5 years from termination

to exercise(3)(4)

 

 100% vested(3)

 

Remaining term

to exercise

 

 

(1)

For grants of awards during or after 2005 that have been exercised, or in the case of performance shares or RSUs, vested and paid, the Board of Directors has the ability to claw back any gains if an NEO engages in certain acts of misconduct, as described in our “Compensation Discussion and Analysis—Analysis–Compensation Governance—Governance: Oversight and Administration of the Executive Compensation Program–Compensation Recovery Policies” in this Proxy Statement. Under the LTIP, “misconduct” is defined to include, among other things: embezzlement; fraud or theft; disclosure of confidential information or other acts that harm our business, reputation, or employees; misconduct resulting in Chevron having to prepare an accounting restatement; or failure to abide by post-termination agreements respecting confidentiality, noncompetition, or non-solicitation.

 

(2)

For the 2017 and later grants, one must remain employed through the January 31 that is one year after the grant date.

 

(3)

Or the remaining term, if less.

(4)

Award based on and paid at the end of the performance or vesting period.

 

72    Chevron Corporation—2021 Proxy Statement

(4)

executive compensation  

Or the remaining term, if less.

In the table that follows, we have assumed that each NEO terminated his or hertheir employment for reasons other than for misconduct on December 31, 2020.2023. Amounts reported do not include the value of vested and unexercised stock options reported in the “Outstanding Equity Awards at 20202023 Fiscal Year-End” table, performance shares or RSUs that vested in 20202023 as reported in the “Option Exercises and Stock Vested in Fiscal Year 2020”2023” table, or accrued retirement and other benefits reported in the “Pension Benefits Table” and “Nonqualified Deferred Compensation Table” in this Proxy Statement.

Chevron Corporation 2024 Proxy Statement

94

executive compensation

We also do not include benefits that would be available generally to all or substantially all salaried employees on the U.S. payroll and do not discriminate in scope, terms, or operations in favor of our NEOs, such as accrued vacation, group life insurance, post-retirement health care, and the ESIP.

 

Benefits and payments upon termination for any reason other than for misconduct(1)

 
Name Base salary CIP Severance 

 

Long-Term incentives unvested and
deemed vested due to termination(2)

   Benefits(3) 
 Performance
shares		  RSUs  Stock
options		 

M.K. Wirth

 

–

 

–

 

–

 

$

    6,177,858

 

 

$

    6,405,076

 

 

 

–

 

  

$

    40,000

P.R. Breber

 

–

 

–

 

–

 

$

1,087,819

 

$

1,323,772

 

 

 

–

 

  

 

–

 

J.W. Johnson

 

–

 

–

 

–

 

$

2,120,410

 

 

$

2,946,970

 

 

–

 

  

 

–

 

J.C. Geagea

 

–

 

–

 

–

 

$

1,631,729

 

 

$

2,268,352

 

 

 

–

 

  

 

–

 

M.A. Nelson

 

–

 

–

 

–

 

$

1,631,729

 

 

$

1,385,732

 

 

 

–

 

  

 

–

 

Benefits and payments upon termination for any reason other than for misconduct(1)

Name

 

Base salary

 

CIP

 

Severance

 

Long-term incentives unvested and
deemed vested due to termination(2)

Benefits(3)

 

Performance
shares

 

RSUs

 

Stock
options

 

M.K. Wirth

—

—

—

$

9,663,467

$

23,549,169

$

8,307,876

$

45,000

P.R. Breber

—

—

—

$

2,452,331

$

6,096,237

$

2,137,457

 

—

M.A. Nelson

—

—

—

$

2,452,331

$

6,128,066

$

2,137,457

 

—

A.N. Hearne

—

—

—

$

1,848,064

$

4,240,784

$

1,610,619

$

4,900,214

R.H. Pate

 

—

 

—

 

—

 

$

 

2,452,331

 

 

$

 

4,895,410

 

 

$

 

1,727,013

 

 

 

 

—

 

 

 

(1)

Includes normal or early retirement and voluntary or involuntary (other than for misconduct) termination, including termination following a change-in-control. We do not maintain separate change-in-control programs for our NEOs.

 

(2)

Reflects values of deemed vested stock options, performance shares, and standard RSUs under the LTIP, based on the number of points (sum of age and number of years of service) at the time of termination. All awards granted in 20202023 are forfeited upon a termination in 2020.2023.

 

Termination with more than 90 points

 

 

Messrs. Wirth, Johnson, Geagea and NelsonOur NEOs have more than 90 points. Termination with at least 90 points results in deemed vesting of unvested portions of grants that have met the minimum holding requirement, or the remaining 1/3one-third of the 20182021 stock option grant, the remaining 2/3two-thirds of the 20192022 stock option grant, 100 percent100% of the 20192022 performance share grant, and 100 percent100% of the outstanding standard RSUs granted in 2017, 20182019, 2020, 2021, and 2019.2022. Vested stock options may be exercised through the remaining term of the option.

 

 

TerminationIn 2018, Chevron entered into an agreement with moreMr. Pate, which provides that Mr. Pate is deemed to have 90 points if he is terminated on or after June 30, 2022, for any reason other than 75 points and less than 90 pointsmisconduct.

 

Mr. Breber has more than 75 points but less than 90 points, which results in pro-rata vesting of all unvested standard LTIP grants that have met the minimum holding requirement. Mr. Breber’s stock options vest based on the number of whole months from the grant date to December 31, 2020; vesting of 11/36 of his 2018 and 2019 grants is accelerated. Vested options may be exercised through December 31, 2025 or the 10th anniversary of the grant date, if earlier. Mr. Breber’s performance shares vest based on the number of whole months from the performance period start date to December 31, 2020, or 24/36 of his 2019 grant. Mr. Breber’s RSUs vest based on the number of whole months from the grant date to December 31, 2020, or 23/60 of his 2019 grant, and 35/60 of his 2018 grant and 47/60 of his 2017 grant, less any RSUs previously released under the grants.

Valuation of performance shares, RSUs, and stock options

 

 

Performance share values for the 20192022 grants are calculated based on $84.45,$149.16, the December 31, 202029, 2023 closing price of Chevron common stock, and a performance multiplier (the combination of weighted TSR modifier and ROCE-I modifier) of 100 percent.100%. Refer to Footnote (2)footnote 2 of the “Option Exercises and Stock Vested in Fiscal Year 2020”2023” table in this Proxy Statement for a description of how we calculate the payout value of performance shares, as well as a summary of the amounts paid in February 20212024 for the 20182021 performance share grants. The TSR modifier for the 20192022 grant depends on Chevron’s TSR for the three-year performance period relative to the LTIP Performance Share Peer Group and the S&P 500 Total Return Index and the TSR for our peer group of major oil competitors—which consists of BP, ExxonMobil, Royal Dutch Shell, and Total, and rangeranges from 0 to 200 percent200% in increments of 40 percent.40%. The ROCE-I modifier for the 2022 grant depends on Chevron’s ROCE-I for the three-year performance period relative to the LTIP Performance Share Peer Group and ranges from 0 to 200% in increments of 50%.

 

 

Restricted stock unit values are calculated based on $84.45,$149.16, the December 31, 202029, 2023, closing price of Chevron common stock.

 

 

Stock option values are calculated based on the difference between $84.45,$149.16, the December 31, 202029, 2023, closing price of Chevron common stock, and the option exercise price as reported in the “Outstanding Equity Awards at 20202023 Fiscal Year-End” table in this Proxy Statement, multiplied by the deemed vested stock options. The value of previously vested stock options is calculated in a similar manner.

 

(3)

Mr. Wirth will be provided with post-retirement office and administrative support services during his lifetime. The estimated aggregate incremental cost of these benefits is approximately $40,000$45,000 per year, which represents the estimated compensation and benefit cost for administrative support personnel, allocated based on 25 percent25% of the time dedicated to providing such services and no incremental cost for utilizing vacant office space at Chevron’s headquarters.

 

 

Our NEOs are eligible to receive early retirement benefits from the CRP and the RRP upon separation from service. Their distribution elections and the present value of accumulated benefits are disclosed in the “Pension Benefits Table” in this Proxy Statement.

 

 

Our NEOs are also eligible to receive payment from the ESIP-RP and from the DCP upon separation from service. Their distribution elections and the aggregate plan balances as of December 31, 20202023, are disclosed in the “Nonqualified Deferred Compensation Table” in this Proxy Statement.

 

Mr. Hearne transferred from the U.K. to U.S. payroll in 2010. Upon termination, Mr. Hearne is eligible for a one-time payment to reflect the difference in the value of his actual UK Pension Plan benefit and the value of his UK Pension Plan benefit had it included his compensation following his transfer to the U.S. payroll. UK Pension Plan rules in effect at the earlier of termination of the plan or the participant’s ultimate termination of employment will be applied for the calculation. This is a standard policy applied consistently to employees who transfer payrolls.

Chevron Corporation—2021 Proxy Statement     73

In 2018, Chevron entered into an agreement with Mr. Pate, which provides for benefits and payments in an amount equal to the actuarial value of the difference between the portion of retiree health Company contribution, based on points at termination, and the full applicable Company contribution at that time.

Chevron Corporation 2024 Proxy Statement

95

equity compensation plan information

The following table provides certain information as of December 31, 2020,2023, with respect to Chevron’s equity compensation plans.

 

Plan category(1) 

Number of securities to

be issued upon exercise

of outstanding options,

warrants, and rights (a)

 

Weighted-average

exercise price of

outstanding options,

warrants, and rights (b)

 

Number of securities  

remaining available for future  

issuance under equity  

compensation plan  

(excluding securities  

reflected in column (a)) (c)  

 

Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights (a)

 

 

Weighted-average
exercise price of
outstanding options,
warrants, and rights (b)

 

 

Number of securities
remaining available for
future issuance under
equity compensation plan
(excluding securities
reflected in column (a)) (c)

 

Equity compensation plans approved by security holders(2)

 89,252,033(3)  $    104.38 (4)  67,851,933(5) 

Equity compensation plans
approved by security holders(2)

Equity compensation plans
approved by security holders(2)

Equity compensation plans
approved by security holders(2)

Equity compensation plans
approved by security holders(2)

  24,990,261(3)  $112.28(4)   101,709,802(5) 
 

Equity compensation plans not approved by security holders(6)

 288,801(7)  –(8)  –(9) 

Total

 89,540,834 $    104.38 (4)  67,851,933

Total

Total

Total

Total

 

(1)

The table does not include information for employee benefit plans of Chevron and subsidiaries intended to meet the tax qualification requirements of section 401(a) of the Internal Revenue Code and certain foreign employee benefit plans that are similar to section 401(a) plans or information for equity compensation plans assumed by Chevron in mergers and securities outstanding thereunder at December 31, 2020.2023. The number of shares to be issued upon exercise of outstanding stock options, warrants, and rights under plans assumed in mergers and outstanding at December 31, 2020,2023, was 1,228,454,906,248, and the weighted-average exercise price (excluding RSUs and other rights for which there is no exercise price) was $374.92.$329.64. The weighted average remaining term of the stock options is 3.311.34 years. No further grants or awards can be made under these assumed plans.

 

(2)

Consists of twothree plans: the prior LTIP, the 2022 LTIP and the NED Plan. Stock options and RSUs were awarded under the prior LTIP, and shares were issued under the subplans of the prior LTIP for certain non-U.S. locations. Stock options and RSUs may be awarded under the 2022 LTIP, and shares may be issued under the subplans of the 2022 LTIP for certain non-U.S. locations. Restricted stock, RSUs, and retainer stock options may be awarded under the NED Plan.

 

(3)

Consists of 88,946,32223,689,735 shares subject to stock options (granted under the prior LTIP, the 2022 LTIP, or the NED Plan), 53,7451,015,482 shares subject to RSUs granted under the prior LTIP and 251,9662022 LTIP, and 285,044 shares subject to RSUs and stock units awarded prior to 2007 under the NED Plan. Does not include grants that are payable in cash only, such as performance shares, stock appreciation rights, and cash-settled RSUs granted under the prior LTIP.

 

(4)

The price reflects the weighted average exercise price of stock options under both the prior LTIP, the 2022 LTIP, and the NED Plan. The weighted average remaining term of the stock options is 4.15.25 years.

 

(5)

An amended and restatedThe 2022 LTIP was approved by the stockholders on May 29, 2013.25, 2022. The maximum number of shares that can be issued under the amended and restated2022 LTIP is 260,000,000.104,000,000. The 2022 LTIP has 67,207,557101,131,758 shares that remain available for issuance pursuant to awards. An aggregate of 3,539,534277,349 shares issued under the employee stock purchase plans for non-U.S. locations was counted against the 2022 LTIP limit. Awards granted under the LTIP that are settled in cash or that are deferred under the DCP will not deplete the maximum number of shares that can be issued under the plan.2022 LTIP. The maximum number of shares that can be issued under the NED Plan is 1,600,000, pursuant to Amendment Number One to the NED Plan that was approved by stockholders on May 25, 2016. The NED Plan has 644,376578,044 shares that remain available for issuance pursuant to awards.

 

(6)

Consists of the DCP, which is described in the “Nonqualified Deferred Compensation Table” in this Proxy Statement.

 

(7)

Reflects the number of Chevron Common Stock Fund units allocated to participant accounts in the DCP as of December 31, 2020.2023.

 

(8)

There is no exercise price for outstanding rights under the DCP.

 

(9)

Current provisions of the DCP do not provide for a limitation on the number of shares available under the plan. The total actual distributions under the DCP in the last three years were 31,86010,936 shares in 2020, 46,9762023, 16,343 shares in 2019,2022, and 27,53028,874 shares in 2018.2021.

 

74    Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

96

CEO pay ratio

CEO pay ratio

The ratio of the annual total compensation for the CEO to the annual total compensation of our median compensated employee was 184:151:1 for 2020,2023, calculated by dividing our CEO 20202023 annual total compensation of $29,016,686$26,489,856 by the 20202023 annual total compensation of our median compensated employee of $157,572.$175,673.1

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to choose from a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable with our pay ratio reported above.

Our CEO to median compensated employee pay ratio is a reasonable estimate calculated in a manner that is consistent with SEC rules based on a combination of compensation data from global payroll and human resources records and using the methodology, assumptions, and estimates described below.

We identified the median employee using our employee population as of October 1, 2020,2023, which included approximately 46,39545,511 individuals located in 4651 countries, of which 21,60025,811 employees were on U.S. payroll and 24,79519,700 were on non-U.S. payrolls. Utilizing the “de minimis exemption” as permitted by SEC rules, we excluded approximately 4.87%4.6% of the total employee population in the non-U.S. jurisdictions with the smallestsmall employee populations. As a result, we excluded 2,2612,090 individuals in 31 30 non-U.S. countries. The excluded countries and their employee populations were as follows: Bahrain (6), Bangladesh (493), Belgium (116), Brazil (212)(129), Cambodia (38)(43), Colombia (219)Cameroon (9), Republic of Congo (45)China (324), Cyprus (11), Egypt (46)(57), El Salvador (104)(89), Equatorial Guinea (72), Finland (2), Germany (15)(103), Greece (10), Guatemala (53)(49), Honduras (36)(29), Hong Kong (97)(73), India (7), Italy (2), Japan (145), Kazakhstan (156), Korea (11), Malaysia (185)(9), Mexico (56)(57), Myanmar (4)(3), the Netherlands (113)(111), Norway (2), Pakistan (108)(98), Panama (50)(38), Republic of Congo (41), Republic of Korea (11), Russian Federation (32)(28), Sri Lanka (73), Taiwan (1), United Arab Emirates (54), Venezuela (198)(65), and Vietnam (67)(54). As a result of these exclusions, the employee population used to identify the median employee comprised 44,134was composed of 43,421 individuals. We included employees from the following non-U.S. countries: Angola, Argentina, Australia, Bangladesh,Bermuda, Brazil, Canada, China,Colombia, France, Indonesia, Israel, Japan, Kazakhstan, Kuwait, Malaysia, Nigeria, the Philippines, Singapore, Thailand, and the United Kingdom. As also permitted by SEC rules, we excluded 2,237 Puma Energy (Australia) Holdings Pty Ltd (“Puma Energy”)Kingdom, and 1,877 Noble Energy, Inc. (“Noble Energy”) employees who were added to our employee population in the Puma Energy and Noble Energy acquisitions that closed on June 30, 2020 and October 5, 2020, respectively.Venezuela.

We identified the median employee using 20202023 total cash compensation as our consistently applied compensation measure, calculated for employees as the sum of (i) 20202023 annual base salary determined as of October 1, 2020,2023, and (ii) the actual annual cash bonus paid in the first quarter of 2020;2023; provided, however, that for hourly employees who work for Chevron Australia Downstream Stores Pty Ltd., Chevron Singapore Pte. Ltd., or Chevron Stations Inc., their total cash compensation was instead based on actual wages and bonus paid during 2020.2023. The compensation in non-U.S. currencies was converted to U.S. dollars using an average foreign exchange rate for the month of October 2020.2023.

Our pay philosophy is to pay our workforce competitively and equitably; we offer competitive pay packages across all geographies based on industry-specific compensation in the local market, job responsibilities, and individual performance. In general, our compensation programs are applied consistently across the workforce, and compensation targets are set using a consistent methodology regardless of job function, with a higher percentage of pay-at-risk provided to executives. We believe both our CEO and our employee compensation packages are appropriately structured to attract and retain the talent needed to deliver on our business plan and to drive long-term stockholder value.

 

1

The annual total compensation of the median compensated employee is calculated in the same manner as CEO annual total compensation in the Summary“Summary Compensation Table” in this Proxy Statement.

Chevron Corporation 2024 Proxy Statement

97

pay versus performance
pay versus performance table
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between executive Compensation Actually Paid (“CAP”) and certain financial performance of the Company. For further information concerning the Company’s variable
pay-for-performance
philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation–Compensation Discussion and Analysis” starting on page 49.
  
CEO pay
 
 
Other NEO pay
 
 
Value of initial fixed
$100 investment
based on:
 
 
Other performance
measures
 
Year
 
 
Summary
compensation
table total for
CEO
(1)
 
 
CAP
for CEO
(2)
 
 
 
Average
summary
compensation
table total for
non-CEO

NEOs
(3)
 
 
Average
CAP for non-CEO

NEOs
(4)
 
 
Total
stockholder
return
(5)
 
 
Peer Group
total
stockholder
return
(5)(6)
 
 
Net income
(billions)
(7)
 
 
Return on 
capital 
employed 
(ROCE)
(8)
 
 
2023
  $26,489,856  $(24,671,364)  $9,363,408  $(3,452,659)  $148  $151  $21.4   11.9% 
2022
  $23,573,925  $86,746,262  $7,993,797(9)   $25,087,289  $171  $145  $35.5   20.3% 
2021
  $22,610,285  $54,351,572  $8,654,188  $17,681,842  $108  $92  $15.6   9.4% 
2020
 
  $
 
29,017,031
 
   $
 
7,582,335
 
   $9,053,126  $
 
2,548,051
 
   $
 
74
 
   $
 
66
 
   $
 
(5.5
 
)
 
    (2.8
 
%)  
 
(1)Represents amounts reported for Mr. Wirth for each corresponding year in the “Summary Compensation Table” in the “Total” column.
(2)Amounts for each fiscal year do not reflect the actual amount of compensation earned by or paid to Mr. Wirth during the applicable year. In accordance with SEC rules, the amounts reported in this column for each fiscal year were calculated by making the following adjustments to amounts reported for Mr. Wirth in the “Summary Compensation Table” in the “Total” column:
Year
 
 
Reported
summary
compensation
table total for
CEO
 
 
Less reported
value of equity
awards
(a)
 
 
Plus award
adjustments
(b)
 
 
Less reported
change in the
actuarial
present
value of
pension
benefits
(c)
 
 
Plus pension
benefit
adjustments
(d)
 
 
CAP 
to CEO 
 
2023
 
 $26,489,856
 
 $(17,922,047)
 
 $(30,256,850)
 
 $(3,702,609)
 
 $720,286
 
 $(24,671,364) 
 
(a)Represents, for each applicable year, the sum of the amounts reported in the “Summary Compensation Table” in the “Stock Awards” and “Option Awards” columns.
Chevron Corporation 2024 Proxy Statement
98
Table of Contents
pay versus performance
(b)
Represents, for each applicable year, the following adjustments: (i) the addition of
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the addition (or subtraction if negative) of the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the addition (or subtraction if negative) of the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the addition of the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Equity award values are calculated in accordance with ASC Topic 718. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year
 
Year-end fair

value of equity
awards
granted in the
year and
unvested at
year-end
 
Year over year
change in fair
value of
outstanding
and unvested
equity awards
 
Fair value as of
vesting
date of
equity awards
granted and
vested
in the year
 
Year over year
change in fair
value of equity
awards granted
in prior years
that vested in
the year
 
Fair value at the
end of the prior
year of equity
awards that
failed to meet
vesting
conditions
in the year
 
Value of
dividends or
other earnings
paid on stock or
option awards
not otherwise
reflected in fair
value or total
compensation
 
Total equity 
award 
adjustments 
 
2023
 
$
 
10,248,856
 
 $
 
(19,131,394
 
)
 
  —
 
 $
 
(15,310,493
 
)
 
$
 
(6,063,819
 
)
 
  —
 
 $
 
(30,256,850
 
) 
 
(c)Represents, for each applicable year, the amount reported in the “Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column.
(d)Represents, for each applicable year, the aggregate of two components: (i) the actuarially determined service cost under the CRP and RRP for services rendered by Mr. Wirth during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:
Year
 
 
Service cost
 
 
Prior service cost
 
 
Total pension benefit adjustments 
 
2023
 
  $
 
720,286
 
     —
 
   $
 
720,286
 
 
(3)Represents, for each applicable year, the average of the amounts reported in the “Summary Compensation Table” in the “Total” column for the NEOs as a group (excluding Mr. Wirth). The NEOs (excluding Mr. Wirth) included for purposes of calculating the average amounts in each applicable year are as follows: for 2023, Messrs. Breber, Nelson, Hearne, and Pate; for 2022, Messrs. Breber, Johnson, Nelson, and Pate; and for 2021 and 2020, Messrs. Breber, Johnson, Geagea, and Nelson.
(4)
Amounts for each fiscal year do not reflect the actual average of reported amounts of compensation earned by or paid to the NEOs as a group (excluding Mr. Wirth) during the applicable year. In accordance with SEC rules, the amounts reported in this column for each fiscal year were calculated by making the following adjustments to average total compensation for the NEOs as a group (excluding Mr. Wirth), using the same
methodology
described above in footnote 2. For Mr. Hearne, amounts include U.K. pension benefits.
Year
 
 
Average
reported summary
compensation
table total for
non-CEO
NEOs
 
 
Less average
reported
value of equity
awards
 
 
Plus average
equity award
adjustments
(a)
 
 
Less
average reported
change in the
actuarial present
value of pension
benefits
 
 
Plus average
pension
benefit
adjustments
(b)
 
 
Average 
CAP to 
non-CEO NEOs 
 
2023
 
  $
 
9,363,408
 
   $
 
(5,131,758
 
)
 
  $
 
(6,484,360
 
)
 
  $
 
(1,480,477
 
)
 
  $
 
280,528
 
   $
 
(3,452,659
 
) 
 
Chevron Corporation 2024 Proxy Statement
99
Table of Contents
pay versus performance
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year
 
 
Average year-
end fair value of
equity awards
granted in the
year and unvested
at
year-end
 
 
Year over year
average change
in fair value of
outstanding and
unvested equity
awards
 
 
Average fair
value as of
vesting date of
equity awards
granted and
vested in the
year
 
 
Year over year
average
change in fair
value of equity
awards granted
in prior years
that vested in
the year
 
 
Average fair
value at the end
of the prior
year of equity
awards that
failed to meet
vesting
conditions in
the year
 
 
Average value
of dividends or
other earnings
paid on stock or
option awards
not otherwise
reflected in fair
value or total
compensation
 
 
Total average 
equity
award 
adjustments 
 
2023
 
  $
 
2,934,784
 
   $
 
(4,557,135
 
)
 
    —
 
   $
 
(3,489,420
 
)
 
  $
 
(1,372,589
 
)
 
    —
 
   $
 
(6,484,360
 
) 
 
(b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
Year
 
 
Average service cost
 
 
Average prior service cost
 
 
Total average pension benefit 
adjustments 
 
2023
 
  $
 
280,528
 
     —
 
   $
 
280,528 
 
 
(5)Represents, for each applicable year, cumulative total stockholder return beginning December 31, 2019, at market close.
(6)Competitor Peer Group refers to BP, ExxonMobil, Shell, and TotalEnergies. The average cumulative TSR is weighted by each peer’s market cap as of the beginning of each year.
(7)Figures rounded.
(8)
ROCE is calculated by dividing earnings (adjusted for
after-tax
interest expense and noncontrolling interests) by the average of total debt, noncontrolling interests, and Chevron Corporation stockholders’ equity for the year.
(9)Reflects the updated figures for Salary and All Other Compensation in 2022 for Mr. Pate, as described in footnotes 7 and 8 to the “Summary Compensation Table.”
financial performance measures
The three measures listed below are important financial performance
measures
used by the Company to link CAP to the NEOs, for the most recently completed fiscal year, to the Company’s performance. These financial measures are part of our short-term and long-term incentive plan design that reflects the Company’s philosophy to pay for absolute and competitive performance, in alignment with stockholder returns.
Earnings
1
ROCE
2
Free cash flow
3
1
Earnings as detailed in “Definitions of Selected Energy and Financial Terms” in Exhibit 99.1 of Chevron’s Annual Report on Form
10-K
for the year ended December 31, 2023.
2
ROCE is calculated by dividing earnings (adjusted for
after-tax
interest expense and noncontrolling interests) by the average of total debt, noncontrolling interests and Chevron Corporation stockholders’ equity for the year.
3Free cash flow is a non-GAAP financial measure. See Appendix A for a reconciliation to U.S. GAAP.
Chevron Corporation 2024 Proxy Statement
100
Table of Contents
pay versus performance
CAP versus TSR, net income, and company selected measure
A significant portion of the CAP to Mr. Wirth and to the other NEOs is composed of equity awards that motivate absolute and relative stock performance. As a result, the change in CAP amounts is aligned closely with Chevron’s absolute TSR and relative performance to the peer group.
In 2023, the CAP values for our CEO and the other NEOs are negative due to the decline in both absolute TSR and relative TSR to the peer group.
LOGO
Net income and ROCE are significant components of the financial measures used to assess performance within the Company’s short-term incentive compensation program. The financial results category is weighted at 35% under the Company’s annual incentive plan, which includes earnings (or net income) and ROCE as components of the metrics within the financial results category. While the change in CAP amounts for CEO and the other NEOs shows directional correlation with the change in net income and ROCE in 2023, the negative CAP amounts are largely the result of decline in TSR, despite strong net income and ROCE.
LOGO
LOGO
The change in CAP to Mr. Wirth and the change in average CAP to the Company’s other NEOs are aligned with the financial measures detailed above. The CAP calculation largely reflects accounting adjustments to outstanding equity valuation and therefore does not equate to the actual realized compensation to the NEOs.
The MCC maintains a disciplined and consistent approach in managing Chevron’s executive compensation. Market data, Company performance, realizable pay, and realized pay are regularly reviewed and discussed to ensure a healthy balance between a competitive executive compensation program for talent attraction and retention, and alignment of pay and performance to drive long-term stockholder value creation.
Chevron Corporation 2024 Proxy Statement
101

stock ownership information

security ownership of certain beneficial

owners and management

The following table shows the ownership interest in Chevron common stock as of March 15, 2024 (unless otherwise noted), for (i) holders of more than 5% of our outstanding common stock; (ii) each non-employee Director; (iii) each NEO; and (iv) all current non-employee Directors and executive officers as a group. As of that date, there were 1,850,512,476 shares of Chevron common stock outstanding.

Name

(“+” denotes a non-employee director)

 

 

Shares beneficially
owned(1)

 

 

Stock units(2)

 

 

Total

 

 

Percent of class

 

The Vanguard Group(3)

   161,516,631    —    161,516,631  8.56% 

BlackRock, Inc.(4)

   131,461,833    —    131,461,833  7.00% 

Berkshire Hathaway Inc./Warren E. Buffett(5)

   126,093,326    —    126,093,326  6.70% 

State Street Corporation(6)

   124,594,421    —    124,594,421  6.60% 

Wanda M. Austin+

   13,611    1,581    15,192  * 

Pierre R. Breber

   698,470    65,595    764,065  * 

John B. Frank+

   17,063    14,404    31,467  * 

Alice P. Gast+

   0    24,847    24,847  * 

A. Nigel Hearne

   163,877    17,260    181,137  * 

Enrique Hernandez, Jr.+

   10,196    29,286    39,482  * 

Marillyn A. Hewson+

   3,200    10,127    13,327  * 

Jon M. Huntsman Jr.+

   5,732    1,581    7,313  * 

Charles W. Moorman+

   41,403    47,165    88,568  * 

Dambisa F. Moyo+

   8,867    5,386    14,253  * 

Mark A. Nelson

   396,906    14,671    411,577  * 

R. Hewitt Pate

   338,854(7)    11,238    350,092  * 

Debra Reed-Klages+

   4,275    12,987    17,262  * 

D. James Umpleby III+

   10,622    1,581    12,203  * 

Cynthia J. Warner+

   0    3,106    3,106  * 

Michael K. Wirth

   1,936,473    53,468    1,989,941  * 

All current non-employee Directors and executive officers as a group (19 persons)

 

    

 

3,401,866

 

(8)  

 

   

 

272,221

 

 

 

   

 

3,674,087

 

 

 

 *

 

*

Less than 1%.

 

(1)
Chevron Corporation—2021 Proxy Statement    75

Amounts shown include shares that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2024, as follows: 619,199 shares for Mr. Breber, 14,413 shares for Mr. Frank, 92,167 shares for Mr. Hearne, 28,809 shares for Mr. Moorman, 306,066 shares for Mr. Nelson, 258,408 for Mr. Pate, 1,663,633 shares for Mr. Wirth, and 2,648,747 shares for all current non-employee Directors and executive officers as a group. For executive officers, the amounts shown include shares held in trust under the ESIP.

(2)

Stock units do not carry voting rights and may not be sold. They do, however, represent the equivalent of economic ownership of Chevron common stock, since the value of each unit is measured by the price of Chevron common stock. For non-employee Directors, these are RSUs awarded under the NED Plan, as well as stock units representing deferral of the annual cash retainer that may ultimately be paid in shares of Chevron common stock. For executive officers, these include RSUs awarded under the 2022 LTIP and stock units deferred under the DCP that may ultimately be paid in shares of Chevron common stock. This amount does not include 140,865 unvested performance shares awarded under the 2022 LTIP.

Chevron Corporation 2024 Proxy Statement

102

stock ownership information

(3)

Based on information set forth in a Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, Vanguard reports that as of December 29, 2023, it had sole dispositive power for 154,130,938 shares, shared voting power for 2,079,881 shares, shared dispositive power for 7,385,693 shares, and no sole voting power.

(4)

Based on information set forth in a Schedule 13G/A filed with the SEC on January 26, 2024, by BlackRock, Inc., 50 Hudson Yards, New York, NY 10001, BlackRock reports that as of December 31, 2023, it and its subsidiaries listed on Exhibit A of the Schedule 13G/A had sole voting power for 121,280,458 shares, sole dispositive power for 131,461,833 shares, and no shared voting and dispositive powers.

(5)

Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2024, by Berkshire Hathaway Inc., 3555 Farnam Street, Omaha, NE 68131, a diversified holding company that Warren E. Buffett may be deemed to control. Berkshire Hathaway reports that as of December 31, 2023, Mr. Buffett and Berkshire Hathaway shared voting and dispositive powers for 126,093,326 shares, which included shares beneficially owned by certain subsidiaries of Berkshire Hathaway. National Indemnity Company shared voting and dispositive power over 101,640,925 of these shares. Mr. Buffett, Berkshire Hathaway, and National Indemnity reported no sole voting or dispositive powers.

(6)

Based on information set forth in a Schedule 13G/A filed with the SEC on January 25, 2024, by State Street Corporation, State Street Financial Center, One Congress Street, Suite 1, Boston, MA 02114, State Street reports that as of December 31, 2023, it and its subsidiaries listed on Exhibit 1 of the Schedule 13G/A had no sole voting and dispositive powers, shared voting power for 92,725,456 shares, and shared dispositive power for 124,532,696 shares.

(7)

Includes 4,532 shares held by The Lindsey H. Pate 2019 Irrevocable Trust for which Mr. Pate disclaims beneficial ownership.

(8)

Includes 34,705 vested and exercisable stock options for which Jeff B. Gustavson disclaims beneficial ownership.

delinquent section 16(a) reports

Section 16(a) of the Exchange Act Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Directors and certain officers (“Section 16 persons”) to file with the U.S. Securities and Exchange Commission reports of initial ownership and changes in ownership of Chevron equity securities. Based solely on a review of reports filed with the SEC and written representations provided to Chevron by Section 16 persons, we believe that, during 2023, all of our Section 16 persons timely filed all reports they were required to file under Section 16(a) other than Mr. Nelson, for whom one late report was filed to correct an initial Form 4 that was timely filed but, due to an administrative error, inadvertently understated the equity amounts of two awards awarded to him in connection with his election by the Board to a new corporate officer position.

Chevron Corporation 2024 Proxy Statement

103

business conduct and ethics code

We have adopted a code of business conduct and ethics for Directors, officers (including the Company’s Chief Executive Officer, Chief Financial Officer, and Controller), and employees, known as the Business Conduct and Ethics Code, which is available on our website at www.chevron.com/investors/corporate-governance and is available in print upon request. We will post any amendments to or waivers of our Code for an executive officer or director on our website. Directors, officers, and employees certify biennially that they will comply with the Code.

insider trading and prohibited

transactions involving

Chevron securities

Chevron maintains insider trading policies and procedures governing the purchase, sale, and/or other dispositions of Chevron’s securities by directors, executive officers, and employees, as well as Chevron itself, that it believes are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as the NYSE Corporate Governance Standards.

Persons subject to the policies and procedures are prohibited from trading while aware of material, non-public information. These policies and procedures provide for restricted periods and preclearance procedures for members of the Chevron Board of Directors, executive officers, and other specified employees.

Further, members of the Chevron Board of Directors, executive officers, and other specified employees are prohibited at any time from:

Engaging in hedging transactions or speculative transactions involving Chevron securities, including, but not limited to, short sales and trading in options, puts, calls, straddles, swaps, or other derivative securities;

Purchasing Chevron securities on margin;

Engaging in monetization transactions, such as forward sale contracts involving Chevron securities; or

Pledging Chevron securities as collateral for a loan or any other purpose.

Other employees are generally permitted to engage in transactions involving Chevron securities that are designed to hedge or offset market risk.

Chevron Corporation 2024 Proxy Statement

104

related person transactions

review and approval of related person transactions

It is our policy that all employees and Directors must avoid any activity that is in conflict with, or has the appearance of conflicting with, Chevron’s business interests. This policy is included in our Business Conduct and Ethics Code. Directors and executive officers must inform the Chairman and the Corporate Secretary and Chief Governance Officer when confronted with any situation that may be perceived as a conflict of interest. In addition, at least annually, each Director and executive officer completes a detailed questionnaire specifying any business relationship that may give rise to a conflict of interest.

Your Board has charged the Governance Committee with reviewing related person transactions as defined by SEC rules. Under SEC rules, a related person is a director, executive officer, nominee for director since the beginning of the previous fiscal year, or a greater than 5% beneficial owner of the company at the time of the applicable transaction, and their immediate family members. The Governance Committee has adopted written guidelines to assist it with this review. Under these guidelines, all executive officers, Directors, and Director nominees must promptly advise the Corporate Secretary and Chief Governance Officer of any proposed or actual business and financial affiliations involving themselves or their immediate family members that, to the best of their knowledge after reasonable inquiry, could reasonably be expected to give rise to a reportable related person transaction. The Corporate Secretary and Chief Governance Officer will prepare a report summarizing any potentially reportable transactions, and the Governance Committee will review the report and determine whether to approve the identified transaction. The Governance Committee has identified the following categories of transactions that are deemed to be preapproved by the Governance Committee, even if the aggregate amount involved exceeds the $120,000 reporting threshold identified in the SEC rules:

Compensation paid to an executive officer if that executive officer’s compensation is otherwise reported in our Proxy Statement and if the executive officer is not an immediate family member of another Chevron executive officer or Director;

Compensation paid to a Director for service as a Director if that compensation is otherwise reportable in our Proxy Statement;

Transactions in which the related person’s interest arises solely as a stockholder and all stockholders receive the same benefit on a pro-rata basis;

Transactions in which rates are determined by competitive bids (unless the bid is awarded to a related person who was not the lowest bidder or unless the bidding process did not involve the use of formal procedures normally associated with Chevron’s competitive bidding procedures);

Transactions involving services as a common or contract carrier or public utility in which rates or charges are fixed by law;

Transactions involving certain banking-related services under terms comparable with similarly situated transactions;

Transactions conducted in the ordinary course of business in which our Director’s interest arises solely because he or she is a director of another entity and the transaction does not exceed $5 million or 5% (whichever is greater) of the receiving entity’s consolidated gross revenues for that year;

Transactions conducted in the ordinary course of business in which our Director’s interest arises solely because he or she is an employee of another entity and the transaction does not exceed $250,000 or 0.5% (whichever is greater) of the receiving entity’s consolidated gross revenues for that year;

Charitable contributions by Chevron to an entity in which our Director’s interest arises solely because he or she is a director, trustee, or similar advisor to the entity and the contributions do not exceed, in the aggregate, $1 million or 2% (whichever is greater) of that entity’s gross revenues for that year; and

Transactions conducted in the ordinary course of business where our Director’s interest arises solely because he or she owns an equity or limited partnership interest in the entity and the transaction does not exceed 2% of the total equity or partnership interests of the entity.

The Governance Committee reviews all relevant information, including the amount of all business transactions involving Chevron and the entity with which the Director or executive officer is associated, and determines whether to approve or ratify the transaction. A Director will abstain from decisions regarding transactions involving that Director or their family members.

Chevron Corporation 2024 Proxy Statement

105

related person transactions

related person transactions

During 2023, each of The Vanguard Group (“Vanguard”), BlackRock, Inc. (“BlackRock”), and State Street Corporation (“State Street”) was a greater than 5% beneficial owner of Chevron common stock. Affiliates of Vanguard provided asset management services to various trusts associated with defined benefit and defined contribution plans sponsored by Chevron and received approximately $3,800,000 in fees from the trusts for such services in 2023 and are expected to receive approximately $200,000 in 2024 for similar services. Affiliates of BlackRock provided asset management services to various trusts associated with defined benefit and defined contribution plans sponsored by Chevron and received approximately $2,025,000 in fees from the trusts for such services in 2023 and are expected to receive approximately $2,800,000 in 2024 for similar services. Affiliates of State Street provided asset management services to various trusts associated with defined benefit and defined contribution plans sponsored by Chevron and received approximately $77,000 in fees from the trusts for such services in 2023 and are expected to receive approximately $88,000 in 2024 for similar services. Affiliates of State Street provided professional advisory services to certain benefit plans and trusts sponsored by Chevron and received approximately $101,000 in fees for such services in 2023 and are expected to receive approximately $207,000 in 2024 for similar services. In each of these cases, the agreements were entered into on an arm’s-length basis in the ordinary course of business.

Chevron Corporation 2024 Proxy Statement

106

board proposal to ratify

PricewaterhouseCoopers LLP as the independent registered public

accounting firm for 20212024

(itemItem 2 on the proxy card)

auditor review and engagement

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm that audits Chevron’s financial statements and internal control over financial reporting. The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as Chevron’s independent registered public accounting firm for 2021,2024, and your Board has endorsed this appointment.

The Audit Committee annually reviews PwC’s performance and independence in deciding whether to retain PwC or engage a different independent registered public accounting firm. In the course of these reviews, the Audit Committee considers, among other things:

 

•   theThe quality and efficiency of PwC’s historical and recent audit plans and performance on the Chevron audit;

 

•   PwC’s capability and expertise in handling the breadth and complexity of Chevron’s worldwide operations;

 

•   PwC’s expertise in and knowledge of the global oil and gas industry and its network of partners and managers in Chevron’s key areas of global operation;

 

•   theThe desired balance of PwC’s experience and fresh perspective occasioned by mandatory audit partner rotation every five years and PwC’s periodic rotation of other audit management;

  

•   externalExternal data on audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports on PwC and its peer firms;

 

•   theThe appropriateness of PwC’s fees for audit and non-audit services;

 

•   theThe quality and candor of PwC’s communications with the Audit Committee and management;

 

•   PwC’s independence and objectivity in its performance of audit services; and

 

•   PwC’s tenure as our independent registered public accounting firm, including the benefits of having a long-tenured auditor, in conjunction with controls and processes that help safeguard PwC’s independence.

The Audit Committee believes that PwC’s tenure as Chevron’s independent registered public accounting firm confers distinct benefits, including:

 

Enhanced audit quality.
•

Enhanced audit quality. Through many years of experience with Chevron, PwC has gained significant institutional knowledge of and a deep expertise regarding Chevron’s global business and operations,

accounting policies and practices, and internal control over financial reporting.

 

Effective audit plans and efficient fee structures. PwC’s extensive knowledge of Chevron’s business and control framework enables it to design effective audit plans that cover key risk areas while capturing cost efficiencies in audit scope and internal control testing.

•

Effective audit plans and efficient fee structures. PwC’s extensive knowledge of Chevron’s business and control framework enables it to design effective audit plans that cover key risk areas while capturing cost efficiencies in audit scope and internal control testing.

 

Maintaining continuity avoids disruption. Bringing on a new auditor, without reasonable cause, would require extensive education and a significant period of time for the new auditor to reach a comparable level of knowledge and familiarity with Chevron’s business and control framework. Many of the efficiencies gained over the course of Chevron’s relationship with PwC could be lost.

•

Maintaining continuity avoids disruption. Bringing on a new auditor, without reasonable cause, would require extensive education and a significant period of time for the new auditor to reach a comparable level of knowledge and familiarity with Chevron’s business and control framework. Many of the efficiencies gained over the course of Chevron’s relationship with PwC could be lost.

The Audit Committee believes that any concerns with PwC’s tenure are mitigated by strong independence controls, specifically:

 

Thorough Committee oversight. The Audit Committee’s oversight includes frequent private meetings with PwC, a comprehensive annual evaluation by the Audit Committee in determining whether to engage PwC, and a Committee-directed process for selecting the lead engagement partner.

•

Thorough Committee oversight. The Audit Committee’s oversight includes frequent private meetings with PwC, a comprehensive annual evaluation by the Audit Committee in determining whether to engage PwC, and a Committee-directed process for selecting the lead engagement partner.

 

Chevron Corporation 2024 Proxy Statement

107

Robust preapproval policies and procedures, limits on non-audit services and hiring policies. The Audit Committee must preapprove all audit and non-audit services, includingboard proposal to ratify PricewaterhouseCoopers LLP as the type of services to be provided and the estimated fees related to those services. Categories of permissible non-audit services are limited to those not affecting PwC’s independence or otherwise not barred by regulation. Further, the Audit Committee has adopted a policy regarding Chevron’s employment of former PwC employees to ensure that auditor independence is not impaired.

Strong internal PwC independence, policies, and procedures. PwC conducts periodic internal quality reviews of its audit work and rotates lead engagement partners after a maximum of five years and auxiliary engagement partners after a maximum of seven years. PwC also conducts mandatory annual training for all professional staff globally on independence requirements and procedures. In addition, hiring restrictions are in place for former PwC employees at Chevron.

Strong regulatory framework. PwC is an independent registered public accounting firm and is subject to PCAOB inspections, “Big 4” peer reviews, and PCAOB and SEC oversight.for 2024

•

Robust preapproval policies and procedures, limits on non-audit services and hiring policies. The Audit Committee must preapprove all audit and non-audit services, including the type of services to be provided and the estimated fees related to those services. Categories of permissible non-audit services are limited to those not affecting PwC’s independence or otherwise not barred by regulation. Further, the Audit Committee has adopted a policy regarding Chevron’s employment of former PwC employees to ensure that auditor independence is not impaired.

•

Strong internal PwC independence, policies, and procedures. PwC conducts periodic internal quality reviews of its audit work and rotates lead engagement partners after a maximum of five years and auxiliary engagement partners after a maximum of seven years. PwC also conducts mandatory annual training for all professional staff globally on independence requirements and procedures. In addition, hiring restrictions are in place for former PwC employees at Chevron. PwC has an accountability framework in place to address deviations from policies and professional standards, including quality, independence, and training, with disciplinary measures including financial penalties where appropriate.

•

Strong regulatory framework. PwC is an independent registered public accounting firm and is subject to PCAOB inspections, “Big 4” peer reviews, and PCAOB and SEC oversight.

Based on this evaluation, the Audit Committee believes that PwC is independent and that it is in the best interests of Chevron and its stockholders to retain PwC as Chevron’s independent registered public accounting firm for 2021.

76    Chevron Corporation—2021 Proxy Statement
2024.

board proposal to ratify PricewaterhouseCoopers LLP as the independent registered  public accounting firm for 2021  

PwC’s fees and services

PwC audited Chevron’s consolidated financial statements and effectiveness of internal control over financial reporting during the years ended December 31, 20202023 and 2019.2022. During these periods, PwC provided both audit and non-audit services. Aggregate fees for professional services rendered to Chevron by PwC for the years ended December 31, 20202023 and 2019,2022, were as follows (millions of dollars):

 

Services provided

    

2020

    

2019  

Audit

     

$

    28.3

     

$

    28.2  

Audit Related

     

$

1.0

     

$

1.1  

Tax

     

$

0.5

     

$

0.6  

All Other

     

$

1.2

     

$

0.3  

Total

     

$

31.0

     

$

30.2  

services provided

 2023  2022 

Audit

 

  

 

$31.4

 

 

 

  

 

$29.0

 

 

 

Audit Related

 

  

 

$ 0.9

 

 

 

  

 

$ 0.5

 

 

 

Tax

 

  

 

$ 0.4

 

 

 

  

 

$ 0.7

 

 

 

All Other

 

  

 

$ 1.9

 

 

 

  

 

$ 2.0

 

 

 

Total

 

  

 

$34.6

 

 

 

  

 

$32.2

 

 

 

The Audit fees for the years ended December 31, 20202023 and 2019,2022, were for the audits of Chevron’s consolidated financial statements, statutory and subsidiary audits, issuance of consents, assistance with and review of documents filed with the SEC, and the audit of the effectiveness of internal control over financial reporting.

The Audit Related fees for the years ended December 31, 20202023 and 2019,2022, were mainly for assurance and related services for employee benefit plan audits, attest services required by debt holders, partners, or other third party stakeholders, accounting consultations and attest services that are not required by statute or regulation, and consultations concerning

financial accounting and reporting standards.

Tax fees for the years ended December 31, 20202023 and 2019,2022, were primarily for services related to tax compliance, including the preparation of tax returns and claims for refund, and for tax advice, including assistance with tax audits and appeals.

All Other fees for the years ended December 31, 20202023 and 2019,2022, mainly included services rendered for application and general controls review, software licenses, subscriptions, and permitted consulting services, benchmark studies, and surveys.services.

 

Chevron Corporation 2024 Proxy Statement

108

board proposal to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024

audit committee preapproval policies and procedures

All 20202023 audit and non-audit services provided by PwC were preapproved by the Audit Committee. The non-audit services that were preapproved by the Audit Committee were also reviewed to ensure compatibility with maintaining PwC’s independence and compliance with SEC and other rules and regulations.

The Audit Committee has implemented preapproval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee preapproves both the type of services to be provided by PwC and the estimated fees related to these services.

Throughout the year, the Audit Committee reviews any revisions to the estimates of audit and non-audit fees initially approved.

PwC’s attendance at the annual meeting

Representatives of PwC will be present at the Annual Meeting. They will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions.

vote required

This proposal is ratified if the number of shares voted FOR exceeds the number of shares voted AGAINST. Any shares not voted on this proposal (whether by abstention or otherwise) will have no impact on this proposal. If you are a street name stockholder and do not vote your shares, your bank, broker, or other holder of record can vote your shares at its discretion on this proposal.

your board’s recommendation

Your Board recommends that you vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm.

 

Chevron Corporation—2021

Chevron Corporation 2024 Proxy Statement

77

109

stock ownership information

security ownership of certain beneficial owners and management

The following table shows the ownership interest in Chevron common stock as of March 15, 2021 (unless otherwise noted), for (i) holders of more than 5 percent of our outstanding common stock; (ii) each non-employee Director; (iii) each NEO; and (iv) all current non-employee Directors and executive officers as a group. As of that date, there were 1,927,949,021 shares of Chevron common stock outstanding.

Name

(“+” denotes a non-employee Director)

Shares  beneficially
owned(1)		Stock  units(2)TotalPercent of class

BlackRock, Inc.(3)

 

126,822,239

 

—

 

126,822,239

 

6.60

%

State Street Corporation(4)

 

127,943,370

 

—

 

127,943,370

 

6.65

%

The Vanguard Group(5)

 

157,790,935

 

—

 

157,790,935

 

8.20

%

Wanda M. Austin+

 

18,835

 

2,514

 

21,349

 

*

Pierre R. Breber

 

668,851

 

54,338

 

723,189

 

*

John B. Frank+

 

11,998

 

7,998

 

19,996

 

*

Alice P. Gast+

 

2,706

 

17,260

 

19,966

 

*

Joseph C. Geagea

 

796,295

 

—

 

796,295

 

*

Enrique Hernandez, Jr.+

 

102,410

 

21,198

 

123,608

 

*

Marillyn A. Hewson+

 

3,200

 

1,169

 

4,369

 

*

Jon M. Huntsman Jr.+

 

—

 

2,100

 

2,100

 

*

James W. Johnson

 

976,813

 

7,087

 

983,900

 

*

Charles W. Moorman IV+

 

35,030

 

33,789

 

68,819

 

*

Dambisa F. Moyo+

 

7,567

 

2,514

 

10,081

 

*

Mark A. Nelson

 

301,141

 

—

 

301,141

 

*

Debra Reed-Klages+

 

4,275

 

6,740

 

11,015

 

*

Ronald D. Sugar+

 

2,843

 

66,603

 

69,446

 

*

D. James Umpleby III+

 

4,470

 

2,514

 

6,984

 

*

Michael K. Wirth

 

1,245,835

 

6,937

 

1,252,772

 

*

All current non-employee Directors and executive officers as a group (19 persons)

 



5,287,147


(6)

 

 

232,761

 

5,519,908

 

*

*

Less than 1 percent.

(1)

Amounts shown include shares that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021, as follows: 11,432 shares for Dr. Austin, 622,699 shares for Mr. Breber, 9,348 shares for Mr. Frank, 767,999 shares for Mr. Geagea, 84,291 shares for Mr. Hernandez, Jr., 958,833 shares for Mr. Johnson, 22,436 shares for Mr. Moorman, 285,099 shares for Mr. Nelson, 1,212,699 shares for Mr. Wirth, and 5,009,534 shares for all current non-employee Directors and executive officers as a group. For executive officers, the amounts shown include shares held in trust under the ESIP. For non-employee Directors, the amounts shown include shares of restricted stock awarded under the NED Plan.

(2)

Stock units do not carry voting rights and may not be sold. They do, however, represent the equivalent of economic ownership of Chevron common stock, since the value of each unit is measured by the price of Chevron common stock. For non-employee Directors, these are stock units (awarded prior to 2007) and RSUs awarded under the NED Plan, as well as stock units representing deferral of the annual cash retainer that may ultimately be paid in shares of Chevron common stock. For executive officers, these include stock units deferred under the DCP that may ultimately be paid in shares of Chevron common stock.

(3)

Based on information set forth in a Schedule 13G/A filed with the SEC on January 29, 2021, by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, BlackRock reports that as of December 31, 2020, it and its subsidiaries listed on Exhibit A of the Schedule 13G/A had sole voting power for 109,345,661 shares, sole dispositive power for 126,822,239 shares, and no shared voting and dispositive powers.

(4)

Based on information set forth in a Schedule 13G filed with the SEC on February 8, 2021, by State Street Corporation, State Street Financial Center, One Lincoln Street, Boston, MA 02111, State Street reports that as of December 31, 2020, it and its subsidiaries listed on Exhibit 1 of the Schedule 13G had no sole voting and dispositive powers, shared voting power for 116,177,620 shares, and shared dispositive power for 127,915,455 shares.

(5)

Based on information set forth in a Schedule 13G/A filed with the SEC on February 10, 2021, by The Vanguard Group—23-1945930, 100 Vanguard Blvd., Malvern, PA 19355, Vanguard reports that as of December 31, 2020, it and its subsidiaries listed on Appendix A of the Schedule 13G/A had sole dispositive power for 149,799,146 shares, shared voting power for 3,053,654 shares, shared dispositive power for 7,991,789 shares, and no sole voting power.

(6)

Includes 4,532 shares held by The Lindsey H. Pate 2019 Irrevocable Trust for which Mr. Pate disclaims beneficial ownership.

78    Chevron Corporation—2021 Proxy Statement

board proposal to approve, on an advisory basis,
named executive officer compensation

(item 3 on the proxy card)

As required by Section 14A of the Exchange Act, stockholders are entitled to a nonbinding vote on the compensation of our Named Executive Officers (sometimes referred to as “Say-on-Pay”“Say-on-Pay”). At the 20172023 Annual Meeting, the Board of Directors recommended and stockholders approved holding this advisory vote on an annual basis. Accordingly, you are being asked to vote on the following resolution at the 20212024 Annual Meeting:

“Resolved, that the stockholders APPROVE, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in this Proxy Statement.”

Your Board recommends that you vote FOR this resolution because it believes that our compensation programs support our business model and the following objectives and values, described in detail in our “Compensation Discussion and Analysis” in this Proxy Statement:

Pay competitively across all salary grades and all geographies; ourgeographies. Our target compensation is determined by benchmarking comparable positions at other companies of equivalent size, scale, complexity, capital intensity, and geographic footprint. We reference both oil industry peers and non-oil industry peers in this analysis;

 

Balance short- and long-term decision-making in support of a long-cycle-time business with a career-orientedlong-term employment model;

 

Pay for absolute and relative competitive performance, in alignment with stockholder returns; and

 

Apply compensation program rules in a manner that is internally consistent.

We encourage stockholders to read the “Compensation Discussion and Analysis,” the accompanying compensation tables, and the related narrative disclosure in this Proxy Statement.

vote required

This proposal is approved if the number of shares voted FOR exceeds the number of shares voted AGAINST. Any shares not voted on this proposal (whether by abstention or otherwise) will have no impact on this proposal. If you are a street name stockholder and do not vote your shares, your bank, broker, or other holder of record cannot vote your shares at its discretion on this proposal.

This vote is nonbinding. The Board and the Management Compensation Committee, which is composed solely of independent Directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.

your board’s recommendation

Your Board recommends that you vote FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in the “Compensation Discussion and Analysis,” the accompanying compensation tables, and the related narrative disclosure in this Proxy Statement.

 

Chevron Corporation—2021 Proxy Statement    79

Chevron Corporation 2024 Proxy Statement

110

rule 14a-8 stockholder proposals

(items 4 through 97 on the proxy card)

Your Board welcomes dialogue on the topics presented in the Rule 14a-8 stockholder proposals on the following pages. Chevron strives to communicate proactively and transparently on these and other issues of interest to the Company and its stockholders. Some of the following stockholder proposals may contain assertions about Chevron that we believe are incorrect. Your Board has not attempted to refute all such assertions. However, your Board has considered each proposal and recommended a vote based on the specific reasons set forth in each Board response.

We received a number of proposals requesting specific reports. As a general principle, your Board opposes developing specially requested reports because producing them is a poor use of Chevron’s resources when the issues are addressed sufficiently through existing communications. Moreover, your Board believes that stockholders benefit from reading about these issues in the context of Chevron’s other

activities rather than in isolation. Many of the issues raised in the following stockholder proposals are discussed in Chevron’s Corporate Sustainability Report, our Annual Report, this Proxy Statement, and theour Climate Change Resilience Report, and our Approach to Tax and Transparency Report. Additional information on Chevron’s corporate governance and corporate social responsibility philosophies and initiatives is available on our website at www.chevron.com.

Your Board urges stockholders to read this Proxy Statement, the Annual Report, the Annual Report Supplement, the Corporate

Sustainability Report, the Climate Change Resilience Report, and the Climate Change ResilienceApproach to Tax and Transparency Report, as well as the other information presented on Chevron’s website.

We will provide the name, address and share ownership of the stockholders who submitted a Rule 14a-8 stockholder proposal upon a stockholder’s request.

vote required

Stockholder proposals are approved if the number of shares voted FOR exceeds the number of shares voted AGAINST. Any shares not voted on these proposals (whether by abstention or otherwise) will have no impact on these proposals. If you are a street name stockholder and do not vote your shares, your bank, broker, or other holder of record cannot vote your shares at its discretion on these proposals.

your board’s recommendation

Your Board recommends that you vote AGAINST each of the stockholder proposals

on the following pages.

80    Chevron Corporation—2021 Proxy Statement

stockholder proposals  

 

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111

stockholder proposal to reduce scope 3 emissionsreport on voluntary carbon reduction risks

(item 4 on the proxy card)

The National Center for Public Policy Research has submitted the following proposal for consideration at the Annual Meeting.

 

WHEREAS: We, the shareholders, Shareholders must protect our assets against devastating climate change,potentially unfulfillable Company ESG promises, including the extent to which the Company can reduce Scope 1, 2, and we therefore support companies to substantially reduce3 greenhouse gas (GHG) emissions.

The Securities and Exchange Commission (SEC) has taken enforcement actions related to Environmental, Social, Governance (ESG) issues or statements by companies who misrepresent or engage in fraud related to ESG efforts.1

In 2021, the SEC created the Climate and ESG Task Force in its Division of Enforcement.2 The focus of the Task Force is “to identify any material gaps or misstatements” in disclosure of climate risks and analyze “compliance issues relating to investment advisers’ and funds’ ESG strategies.”3

The Task Force has taken numerous enforcement actions including charging Goldman Sachs for policies and procedures failures related to ESG investments, resulting in a $4 million penalty,4 and charging DWS Investment Management Americas Inc. in part for misstatements regarding its ESG investment process that resulted in an overall $25 million in penalties.5

The SEC has proposed to require companies to disclose information about their Scope 1 and 2 emissions, and to require them to disclose Scope 3 emissions “if material or if the registrant has set a GHG emissions target or goal that includes Scope 3 emissions.”6

The Environmental Protection Agency defines Scope 3 emissions as, “the result of activities from assets not owned or controlled by the reporting organization, but that the organization indirectly affects in its value chain.”7 Put differently, “Scope 3 emissions for

one organization are the scope 1 and 2 emissions of another organization.”8 This means that Scope 3 emissions are already counted as another entity’s emissions, and are external to the reporting company, such as product use and how employees commute.9

Voluntary carbon-reduction commitments create risk of SEC enforcement without providing clear benefit to the climate or other values.

In August 2023, the Global Climate Intelligence Group asserted, “There is no climate emergency.”10 The declaration includes 1,609 signatories and “oppose[s] the harmful and unrealistic net-zero CO2 policy proposed for 2050.”11

A June 2023 study by the Energy Policy Research Foundation found that net zero advocates have misconstrued the International Energy Agency’s position on new oil and gas investment and that it has made questionable assumptions and milestones for NZE about government policies, energy and carbon prices, behavioral changes, economic growth, and technology maturity.12

SUPPORTING STATEMENT: Chevron has made Scope 3 emissions reduction commitments despite its acknowledgement of that “the NZE Scenario is remote and highly unlikely....”13 Given the SEC’s climate and ESG enforcement actions, the Company must exercise caution and provide transparency about the feasibility of such commitments to avoid financial and reputational risk.

RESOLVED: Shareholders request the Company to substantially reduceproduce a report analyzing the greenhouse gas (GHG) emissions of their energy products (Scope 3) in the medium- and long- term future, as defined by the Company.

To allow maximum flexibility, nothing in this resolution shall serve to micromanage the Company by seeking to impose methods for implementing complex policies in place of the ongoing judgement of management as overseen by its board of directors.

You have our support.

SUPPORTING STATEMENT:

The policies of the energy industry are crucial to curbing climate change. Therefore, shareholders support oil and gas companies to change course; to substantially reduce emissions.

Fiduciary duty

As shareholders, we understand this support to be part of our fiduciary duty to protect all assets in the global economyrisks arising from devastating climate change. Climate-related risks are a source of financial risk, and therefore limiting global warming is essential to risk management and responsible stewardship of the economy.

We therefore support the Company to reduce the emissions of their energy products (Scope 3). Reducing emissions from the use of energy products is essential to limiting global warming.

An increasing number of investors insist on reductions of all emissions

Shell, BP, Equinor, and Total have already adopted Scope 3 ambitions. Backing from investors that insist on reductions of

all emissions continues to gain momentum; in 2020, an unprecedented number of shareholders voted for climate resolutions. It is evident that a growing group of investors across the energy sector is uniting behind visible and unambiguous support for reductions of all emissions.

Nothing in this resolution shall limit the Company’s powers to set and vary their strategy or take any action which they believe in good faith would best contribute to reducing GHG emissions.

We believe that the Company could lead and thrive in the energy transition. We therefore encourage you to reduce emissions, inspiring society, employees, shareholders, and the energy sector, and allowing the company to meet an increasing demand for energy while reducing GHG emissions to levels consistent with curbing climate change.

You have our support.voluntary carbon-reduction commitments.

 

 

1
Chevron Corporation—2021 Proxy Statement    81

https://www.sec.gov/securities-topics/enforcement-task-force-focused-climate-esg-issues

2

https://www.sec.gov/news/press-release/2021-42

3

https://www.sec.gov/news/press-release/2021-42; https://www.sec.gov/securities-topics/enforcement-task-force-focused-climate-esg-issues

4

  stockholder proposals  

https://www.sec.gov/news/press-release/2022-209

5

https://www.sec.gov/news/press-release/2023-194

6

https://www.sec.gov/news/press-release/2022-46

7

https://www.epa.gov/climateleadership/scope-3-inventory-guidance

8

https://www.epa.gov/climateleadership/scope-3-inventory-guidance

9

https://www.epa.gov/climateleadership/scope-3-inventory-guidance

10

https://clintel.org/wp-content/uploads/2023/08/WCD-version-081423.pdf

11

https://clintel.org/wp-content/uploads/2023/08/WCD-version-081423.pdf

12

https://assets.realclear.com/files/2023/06/2205_a_critical_assessment_of_the_ieas_net_zero_scenario_esg_and_the_cessation_of_investment_in_ new_oil_and_gas_fields.pdf

13

https://www.chevron.com/sustainability/environment/lowering-carbon-intensity; https://www.chevron.com/-/media/chevron/sustainability/documents/climate-change-resilience-report.pdf

 

Chevron Corporation 2024 Proxy Statement

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stockholder proposal to report on voluntary carbon reduction risks

board of directors’ response

Chevron sharesYour Board recognizes the view that managing climate change-related risks and energy transition opportunities is vital to delivering superior long-term value.associated with voluntary carbon-reduction commitments. Chevron is taking actionsinvesting to grow its oil and gas business, reduce the carbon intensity of its operations, and grow new lower carbon businesses in renewable fuels, carbon capture and offsets, hydrogen, and other emerging technologies. As part of that supportstrategy, Chevron establishes carbon intensity targets in line with its business planning and outlooks for markets, technology, and policy. Chevron aims to communicate transparently about those targets, risks associated with those targets, and performance on a globalregular basis.

Chevron establishes targets carefully and aims to communicate them transparently

Chevron’s approach to achievingvoluntary carbon reduction focuses on reducing the goalsoverall lifecycle carbon intensity of the Paris Agreement as efficientlyenergy it produces, in addition to reducing the carbon intensity of its oil and cost-effectively as possible for society.

Chevron has established Scope 1gas production and Scope 2 metrics for Upstream oil, gas,its flaring and methane and believes that the most appropriate approach for measuring the emissions performance of an Upstream asset is greenhouse gas (“GHG”) intensity by commodity on an equity basis.intensity. This approach ensuresenables Chevron is accountable for all Upstream GHG emissions, irrespective of who is the operator, unlike many others who account only for emissions from a subset of assets in which they have invested. Consistent with the timing of the global stock-takes under the Paris Agreement, Chevron has set metrics for 2023 and 2028 and intends to do so every five years thereafter. Successfully achieving these emissions intensity reduction metrics is linked to most Chevron employees’ variable compensation, as reflected in the Chevron Incentive Plan (CIP) scorecard. Below is a table of the Company’s adopted metrics:

Chevron Upstream emissions intensity reduction metrics for 2028:
24kg CO2e/boe* for oil (global industry averages 46)40% reduction from 2016
24kg CO2e/boe* for gas (global industry averages 71)26% reduction from 2016
2kg CO2e/boe* for methane and a global methane detection campaign53% reduction from 2016
0routine flaring by 2030 and 3 kg CO2e/boe* for overall flaring66% reduction from 2016

*

CO2e/boe = carbon dioxide equivalent/barrels of oil-equivalent

The Company leveragesmaintain or grow its capabilities, assets, and expertise to focus on these three action areas that aim to deliver measurable progress: (1) lower carbon intensity cost efficiently, (2) increase renewables and offsets in support of our own business, and (3) invest in low-carbon technologies to enable commercial solutions. Chevron believes the world’s continued demand for oil and gas should be supplied by the cleanestbusiness in response to market demand, while still addressing Chevron’s intent to reduce emissions intensity. Chevron’s strategic and most efficient producers.business planning processes, including its risk management processes, guide its actions as Chevron addresses Scope 3 emissions by taking the following actions:

1.

Supporting a price on carbon through well-designed policies;

2.

Transparently reporting Scope 3 emissions from the use of our products; and

3.

Enabling customers to lower their emissions through increasing our renewable products, offering offsets, and investing in low-carbon technologies.

These contributions support a global approachaims to achieve the goals of the Paris Agreement as efficiently and cost-effectively as possible for society.

Chevron also prioritizes the most cost efficient and effective emissions reductions - an approach that is good for stockholders and good for society. Through 2028, Chevron plans to spend approximately $2 billion in carbon reduction projects. Further, Chevron has increased renewable fuels and products in its value chains over the last decade and plans to spend $750 million by 2028 in investments in renewables and offsets. Chevron also recently increased its commitment to invest in low-carbon technologies that address Scope 3 emissions, such as carbon capture utilization and storage and lower carbon energies by committing $300 million to the Future Energy Fund II.

Chevron’s employees are proud of their role in providing affordable, reliable, and ever-cleaner energy that people around the world depend on every day.

Your Board believes that Chevron’s actions and reporting are appropriate and that the Company’s strategy and method for setting emissions intensity reduction metrics effectively position Chevron to address future opportunities and risks. The Company’s strategies, such as those outlined above, are intended to drivesafely deliver higher returns and lower carbon.

Your Board believes Chevron has the right policies and management systems in place, and a separate report is not an effective way to achieve the proposal’s objectives.

Therefore, your Board recommends that you vote AGAINST thisthe proposal.

 

82    Chevron Corporation—2021 Proxy Statement

stockholder proposals  

 

Chevron Corporation 2024 Proxy Statement

113

stockholder proposal regardingto report on impacts ofplastic demand scenario

net zero 2050 scenario

(item 5 on the proxy card)

WHEREAS:Guy Lampard, Trustee of the Suzanne B & Guy L Trust and represented by Conrad MacKerron of As You Sow, has submitted the following proposal for consideration at the Annual Meeting.

 

As evidenceWHEREAS: Plastic, with a lifecycle social cost at least ten times its market price, threatens the world’s oceans, wildlife, and public health.1 Concern about the growing scale and impact of global plastic pollution has elevated the issue to crisis levels.2 Of particular concern are single-use plastics (SUPs), which make up the bulk of the severe impacts24-34 million metric tons of plastic ending up in waterways annually.3 Without drastic action, this amount could triple by 2040.4

A shift from climate change mounts, policy makers, companies,virgin plastic production is critical to reducing plastic pollution.5 The Environmental Protection Agency’s draft strategy to prevent plastic pollution calls for a voluntary reduction in production.6 A robust pathway addressing plastic pollution is presented in the widely respected Breaking the Plastic Wave report, which found that plastic leakage into the ocean can be reduced 80 percent under its System Change Scenario (SCS), but it requires a significant absolute reduction of virgin SUPs.7

In response to the plastic pollution crisis and financial bodiesthe necessity of reducing plastic production, countries and major packaging brands are increasingly focusedbeginning to drive reductions in plastic use.8 This will affect the plastic production supply chain. BP has recognized the potential disruption global SUP reductions could have on the economic impacts1 from driving greenhouse gas (GHG) emissions to well-below 2 degrees Celsius below pre-industrial levels (including 1.5° C ambitions), as outlined in the Paris Agreement.

This focus has led many Chevron peers (including BP, Eni, Equinor, Repsol, Royal Dutch Shell, and Total) to commit to major GHG reductions, including setting “net zero emission” goalsoil industry, finding a global SUP ban by 2050.2040 would reduce oil demand growth by 60 percent.2,39

InvestorsSeveral implications of the SCS, including a one-third absolute demand reduction (mostly of virgin SUPs) and immediate reductions in new investment in virgin production, are also calling for high-emitting companiesat odds with Chevron Phillips Chemical’s (CPChem’s) planned

investments. CPChem is estimated to test their financial assumptions and resiliency against substantial reduced-demand climate scenarios,be the 164th and to provide investors insights about the potential impact on their financial statements.5,6,7largest global producer of SUP-bound polymers, with 4.6 million metric tons produced in 2021. Its current business model projects rapid expansion in producing virgin plastics from fossil fuels.

As partial owner of December 2020,CPChem, Chevron Corporation had neither committed to net-zerofaces growing risk from continued investment in virgin plastic production infrastructure. The Company also uses pyrolysis oil from waste plastic for new plastics feedstock, a process cited as inefficient, greenhouse gas-intensive, with toxic byproducts and emissions, by 2050 across its value chain, nor disclosed how itswhich increases financial assumptions would change from doing so.

In contrast, the audit reports for other high GHG-emitting companies clearly discussed this connection:

BP: how climate change and a global energy transition impacted the capitalization of exploration and appraisal costs and risks that oil and gas price assumptions could lead to financial misstatements;

Shell: how long-term price assumptions impacted by climate change could affect asset values and impairment estimates;

National Grid: noted estimates inconsistent with 2050 “net zero” commitments.

Additionally, in 2020, BP, Shell and Total reviewed their 2019 financial accounting practices in light of the accelerating low-carbon energy transition. All three subsequently adjusted critical accounting assumptions, resulting in material impairments, and disclosed how climate change affected the adjustments.

In October 2020, the International Energy Agency (IEA) issued a new “Net Zero 2050” scenario which describes what it would mean for the energy sector globally to reach net-zero GHG emissions by 2050.

This more aggressive global action to curtail climate change is consistent with a 1.5°C temperature increase globally.reputational risk.810

RESOLVED:RESOLVED: Shareholders request that Chevron’s Board of DirectorsChevron issue an auditeda report, to shareholders onat reasonable cost and omitting proprietary information, addressing whether and how a significant reduction in fossil fuelvirgin plastic demand, envisionedas set forth in Breaking the Plastic Wave’s System Change Scenario, would affect the Company’s financial position and the assumptions underlying its financial statements.

SUPPORTING STATEMENT: Proponents recommend that, at Board discretion, the report include:

Quantification of its polymer production for SUP markets;

A summary of existing and planned investments that may be materially impacted by the SCS; and

Disclosure of key metrics for chemical recycling processes, including inputs, outputs/yield, energy use, carbon and waste emissions, and measures taken to ensure safe operations.

1

https://wwfint.awsassets.panda.org/downloads/wwf_pctsee_report_english.pdf, p.15

2

https://www.unep.org/resources/pollution-solution-global-assessment-marine-litter-and-plastic-pollution

3

https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32019L0904&from=EN#page=8; https://www.minderoo.org/plastic-waste-makers-index/findings/executive-summary/

4

https://www.nationalgeographic.com/science/article/plastic-trash-in-seas-will-nearly-triple-by-2040-if-nothing-done

5

https://www.theguardian.com/environment/2021/jul/01/call-for-global-treaty-to-end-production-of-virgin-plastic-by-2040

6

https://www.epa.gov/system/files/documents/2023-04/Draft_National_Strategy_to_Prevent_Plastic_Pollution.pdf, p.17

7

https://www.pewtrusts.org/-/media/assets/2020/07/breakingtheplasticwave_report.pdf

8

https://www.pbs.org/newshour/science/bold-single-use-plastic-ban-kicks-europes-plastic-purge-into-high-gear; https://www.businessforplasticstreaty.org/

9

https://www.bp.com/content/dam/bp/business-sites/en/global/corporate/pdfs/energy-economics/energy-outlook/bp-energy-outlook-2019.pdf#page=18

10

https://eandt.theiet.org/content/articles/2022/11/is-chemical-recycling-greenwashing

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114

stockholder proposal to report on plastic demand scenario

board of directors’ response

Your Board understands the proponent’s concern about the scale and impact of plastic pollution. However, your Board believes the proposal would not provide additional useful information for investors.

Chevron already tests its portfolio against different possible futures

Your Board supports the use of scenarios for testing the Company’s resiliency. Chevron tests its portfolio against different possible futures and publishes the results of a lower carbon scenario in its Climate Change Resilience Reports. According to the International Energy Agency’s World Energy Outlook 2023 Stated Policies Scenario, oil use as a feedstock for petrochemicals is projected to increase to 2030 and then only slightly decline to 2050, even in the IEA Net Zero 2050event of an increase in policies to reduce single-use plastics, improve recycling, and promote alternative feedstocks.

CPChem has substantially addressed the request

As noted in the proposal, Chevron conducts petrochemical operations through a joint-venture company, Chevron Phillips Chemical Company LLC (“CPChem”). CPChem is committed to helping keep plastic out of the environment and progressing toward a more circular economy in which plastic packaging is reused, recycled, or recovered.

Chevron’s joint-venture partner in CPChem, Phillips 66, received a similar stockholder proposal in 2022, seeking an audited report on how a virgin plastic demand reduction scenario would affect itsCPChem’s financial position and underlying assumptions. The Board should summarizeSubsequent to that proposal, Chevron encouraged CPChem to test its findingsportfolio using BloombergNEF’s Advanced Circular Economy scenario, which is substantially similar to shareholders by January 31,the Breaking the Plastic Wave’s System Change Scenario referenced in the proposal. CPChem reported on the results of the scenario test in its Sustainability Report released in August 2022 and available on www.cpchem.com/sustainability. That report discusses how, under each of three scenarios assessed, CPChem’s revenue would grow, demonstrating the long-term resilience of CPChem’s assets under multiple market conditions.

Given the information already published by CPChem, your Board does not believe the requested report should be completedwould provide useful information to investors.

Therefore, your Board recommends that you vote AGAINST the proposal.

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115

stockholder proposal to commission a third-party report on human rights practices

(item 6 on the proxy card)

The American Baptist Home Mission Society has submitted the following proposal for consideration at the Annual Meeting.

Resolved: Shareholders request the Board of Directors commission an independent third-party report, at reasonable cost and omitting proprietary information.

SUPPORTING STATEMENT:

Proponents recommend that in issuinginformation, evaluating how effectively the company implements its Human Rights Policy and other company efforts to prevent, mitigate, and remedy actual and potential human rights impacts of its operations. The third-party should provide an opportunity to civil society and human rights organizations to provide input, and the report should be made public on Chevron’s website.

Whereas: Chevron operates in over 180 countries and is one of the highest greenhouse gas emitting companies in the world.1 Although Chevron commits to respecting human rights, its operations have been connected to significant human rights abuses that expose shareholders to financial, compliance, and reputational risks. An independent 2021 report examining 70 lawsuits against Chevron found that 65% of the cases involved “documented claims of severe human rights abuses, including torture, forced labor/slavery, rape, murder, and even genocide.”2 Communities surrounding Chevron operations in Nigeria,3 Kazakhstan,4 Ecuador5, and the US6 assert Chevron has failed to remediate oil spills, violated environmental protection laws, and fueled local conflict.

Chevron’s existing policies, processes, and disclosure fail to address whether and how the company take account of information on:

Assumptions, costs, estimates,is effectively addressing material risks associated with human rights abuses, environmental damages, and valuations that may be materially impacted; and

•

The potential for widespread adoption of net-zero goals by governments and peers.9

Proponents recommend that the report be supported by reasonable assurance from an independent auditor.

1

https://www.cftc.gov/sites/default/files/2020-09/9-9-20%20Report%20of%20the%20Subcommittee%20on%20Climate-Related%20Market%20Risk%20-%20Managing%20 Climate%20Risk%20in%20the%20U.S.%20Financial%20System%20for%20posting.pdf

2

https://www.reuters.com/article/climate-change-carbon-targets/factbox-big-oils-climate-targets-idUSL8N2HO1B4

3

https://carbontracker.org/reports/fault-lines/

4

https://www.iigcc.org/news/investor-groups-call-on-companies-to-reflect-climate-related-risks-in-financial-reporting/

5

https://www.unpri.org/sustainability-issues/accounting-for-climate-change

6

https://www.iigcc.org/download/investor-expectations-for-paris-aligned-accounts/?wpdmdl=4001&masterkey=5fabc4d15595d

7

https://cdn.ifrs.org/-/media/feature/news/2019/november/in-brief-climate-change-nick-anderson.pdf?la=en

8

https://www.iea.org/reports/world-energy-outlook-2020/achieving-net-zero-emissions-by-2050

9

https://www.climatechangenews.com/2019/06/14/countries-net-zero-climate-goal/

Chevron Corporation—2021 Proxy Statement    83

  stockholder proposals  

board of directors’ response

poor community relations connected to its business operations. Chevron believes the future of energy is lower carbon and aims to equip stockholders with data and facts so that they can make informed choices as the world moves toward the global net-zero ambitions of the Paris agreement. In March 2021, the Company published its third Climate Change Resilience Report aligned with the Task Force for Climate-related Financial Disclosures. The report outlines Chevron’s approach to the energy transition, including testing the resiliency of Chevron’s portfolio against the International Energy Agency’s Sustainable Development Scenario (“SDS”) and Net Zero Scenario.

At its Investor Day on March 9, 2021, Chevron outlined the steps it is taking, and the challenges it faces, in working toward a net-zero future. This includes changes in portfolio, execution of projects identified through marginal abatement cost curves, and the policy, innovations, and offsets necessary to achieve net-zero.

Chevron uses long-term energy demand scenarios and a range of commodity prices to test its portfolio, guide investment strategies, and evaluate business risks to ensure it can deliver results under a range of potential futures. Chevron analyzes how various factors may combine to create alternative scenarios to stress-test its portfolio and integrate learnings into its decision making to remain competitive and resilient under multiple scenarios.

For longer-term scenarios, Chevron routinely uses external views to both inform and challenge its internal analysis. Chevron’s analysis includes scenarios forecasting emissions pathways that keep global warming to well below 2o C above pre-industrial levels, as well as scenarios forecasting net-zero emissions by 2050.1 One example of a lower carbon scenario tested against Chevron’s portfolio is the SDS. The SDS outlines one potential path to 2040 that achieves the objectives of recent clean energy policies, including the Paris Agreement, keeping global average temperatures well below 2o C above pre-industrial levels and putting the world on track to achieve net-zero emissions by 2070.

In 2020, more than 60 percent of Chevron’s total Scope 1 and Scope 2 equity GHG emissions were in regions with existing or developing carbon pricing policies.2 Chevron uses carbon prices and derived carbon costs in business planning, investment decisions, impairment reviews, reserves calculations, and assessment of carbon reduction opportunities. We believe that the Company’s portfolio is resilient, and that its governance structure, risk management, strategy, actions, and asset mix enable it to be flexible in response to potential changes in supply and demand, even in lower carbon scenarios.

The Company leverages its capabilities, assets, and expertise to focus on these three action areas that aim to deliver measurable progress: (1) lower carbon intensity cost efficiently, (2) increase renewables and offsets in support of our own business, and (3) invest in low-carbon technologies to enable commercial solutions.

Chevron’s employees are proud of their role in providing affordable, reliable, and ever-cleaner energy that people around the world depend on every day.

Given Chevron’s current disclosures and robust strategy, planning, and risk management processes, your Board believes that the requested report is unnecessary.

Therefore, your Board recommends that you vote AGAINST this proposal.

1

International Energy Agency (IEA), World Energy Outlook 2020, SDS, NZE2050, Oct. 2020, https://www.iea.org/reports/world-energy-outlook-2020; Network for Greening the Financial System (NGFS), Guide to Climate Scenario Analysis, Jun. 2020, https://www.ngfs.net/sites/default/files/medias/documents/ngfs_guide_scenario_analysis_final.pdf; Principles for Responsible Investment (PRI), Inevitable Policy Response, Jun. 2020, https://www.unpri.org/inevitable-policy-response/what-is-the-inevitable-policy-response/4787.article.

2

Scope 1 includes direct emissions from sources within a facility. Scope 2 includes indirect emissions from electricity and steam that Chevron imports.

84    Chevron Corporation—2021 Proxy Statement

stockholder proposals  

stockholder proposal regarding shift to

public benefit corporation

(item 6scored 33/100 on the proxy card)

Whereas: Our Company’s Chairman and Chief Executive Officer, in 2019, signed2023 Corporate Human Rights Benchmark, notably receiving a “Statement on the Purposescore of a Corporation,” committing our Company to all stakeholders, including “protect[ing] the environment by embracing sustainability practices across our businesses.”

Yet, inconsistent with our Company’s “embrace” of sustainability, Chevron has declined to develop business goals consistent with limiting global temperature rise to 1.5 degrees and, unlike peers, has not set “net zero emissions” goals0 for 2050.

“Climate change poses a major risk to the stability of the U.S. financial system and to its ability to sustain the American economy” according to the United States’ Commodity Futures Trading Commission. The National Bureau of Economic Research warns if greenhouse gases are not cut in line with the Paris Accord, United States’ GDP could be cut 10.5 percent by 2100. The United Nations Environment Programme Finance Initiative and Principles for Responsible Investment reports in the paper “Universal Ownership” that over 50 percent of companies’ earnings are at risk from climate costs, creating systemic risk for diversified investors.

“Universal investors”-those with highly-diversified portfolios representative of the broad economy-are exposed to growing and widespread climate costs generated by some companies, including Chevron, and ultimately incurred by other companies. The Proponent is quoted in “Universal Ownership:”

“A portfolio investor benefiting from a company externalizing costs might experience a reduction in overall returns due to these externalities adversely affecting other investments in the portfolio,           monitoring

and hence overall market return. Forcorrective actions. The benchmark noted “it is not clear how it monitors the implementation of its human rights policy commitments across its global operations.”7

Chevron has been accused of corrupt practices, including intimidating and harassing human rights defenders through the use of strategic lawsuits against public participation (SLAPPs).8 A 2020 report reviewing 152 SLAPP cases from the fossil fuel industry found that Chevron was one of the most prolific users of the tactic.9 Chevron continues to deny responsibility for a diversified investor, there is no place$9.5 billion judgment against the company for decades of contamination in Ecuador.10 Chevron’s subsequent drawn-out legal and reputational attacks on Ecuadorian plaintiffs’ attorney, Steven Donziger, exposes Chevron to hidesignificant reputational risk.11 The UN Working Group on Arbitrary Detention determined that Dozinger’s resulting detention amounted to arbitrary deprivation of liberty.12

Additionally, Chevron’s emissions contribute to the climate crisis, which disparately impacts people of color and furthers systemic racism.13 Chevron’s operations, discharges, and leaks disproportionately burden communities of color with pollution and human health risks.14 Chevron faces multiple lawsuits, including from these costs: they come back into the portfolio as taxes, insurance premiums, inflated input pricesDelaware,15 Oakland, CA16, Hoboken, NJ,17 and the physical costDistrict of disasters.” (Seitchik)

It is in investors’ interestColumbia,18 alleging damages from climate impacts that disparately affect marginalized communities. The quantity of penalties, court filings, and protests Chevron faces from fenceline communities raises questions about how its policies and systems are effectively implemented to reduce climate externalities to protect long-term returns. In contrast, Chevron appears to prioritize our Company’s financial returns over the impact of climate change on global markets.

The State of Delaware has adoptedprevent, mitigate and recently amended a law allowing our Company to become a Public Benefit Corporation (PBC) by amending our Company’s Certificate of Incorporation to establish a public purpose, such as promoting a sustainable global economy, consistent with our CEO’s statement to commit our company to all stakeholders; and

In the opinion of the proponent, the approach of this law seems consistent with our CEO’s commitment to the Statement, providing the opportunity for the board to legally articulate the purpose of our corporation in a manner that would reconcile its accountability to all stakeholders, be it therefore

Resolved, that shareholders request the board of directors to approve an amendment to the company’s Restated Certificate of Incorporation to become a Public Benefit Corporation (PBC) pursuant to Delaware law, and to submit the proposed amendment to shareholders for our approval. Such a change would enable the company to operate in a responsible and sustainable manner that balances the stockholder’s pecuniary interests, and the best interests of those materially affected by the corporation’s conduct.remedy human rights impacts.

 

 

1
Chevron Corporation—2021 Proxy Statement    85

https://www.theguardian.com/environment/2019/oct/09/revealed-20-firms-third-carbon-emissions

2

https://chevronsglobaldestruction.com/chevrons_global_destruction_report.pdf

 

3

  stockholder proposals  https://www.nytimes.com/2021/07/25/world/africa/nigeria-fisherwomen-chevron.html

 

4

https://media.business-humanrights.org/media/documents/Tengizchevroil.pdf

5

https://repository.gchumanrights.org/server/api/core/bitstreams/cccef364-cc5e-4783-89ea-fb9048b8e35e/content

6

https://www.theguardian.com/environment/2019/oct/09/richmond-chevron-california-city-polluter-fossil-fuel

7

https://www.worldbenchmarkingalliance.org/publication/chrb/companies/chevron-2/

8

https://www.forbes.com/sites/morgansimon/2022/05/26/courts-are-not-a-weapon-how-corporations-like-chevron-use-the-law-to-get-their-way/?sh=f6396cb28c21

9

https://earthrights.org/wp-content/uploads/SLAPP-Policy-Brief-2022.pdf

10

https://www.business-humanrights.org/en/latest-news/us-court-rules-in-favour-of-chevron-denies-95-billion-judgement-to-amazonian-residents-for-environmental-damage/; https://chevroninecuador.org/assets/docs/2012-01-evidence-summary.pdf

11

https://www.theguardian.com/commentisfree/2022/feb/08/chevron-amazon-ecuador-steven-donziger-erin-brockovich; https://amazonwatch.org/assets/files/2021-02-16-doj-letter.pdf

12

https://www.ohchr.org/sites/default/files/2021-11/A_HRC_WGAD_2021_24_AdvanceEditedVersion.pdf

13

https://e360.yale.edu/features/unequal-impact-the-deep-links-between-inequality-and-climate-change; https://blog.ucsusa.org/kathy-mulvey/six-ways-chevron-imperils-climate-human-rights-and-racial-justice/

14

https://www.scientificamerican.com/article/pollution-poverty-people-color-living-industry/

15

https://climatecasechart.com/case/state-v-bp-america-inc/

16

http://climatecasechart.com/case/people-state-california-v-bp-plc-oakland/

17

http://climatecasechart.com/case/city-of-hoboken-v-exxon-mobil-corp/

18

http://cIimatecasechart.com/case/district-of-columbia-v-exxon-mobil-corp/

 

Chevron Corporation 2024 Proxy Statement

116

stockholder proposal to commission a third-party report on human rights practices

board of directors’ response

Your Board understands the risks associated with potential human rights issues that may be connected with Chevron’s business operations. Guided by The Chevron Way, its Human Rights Policy, and its Business Roundtable StatementConduct and Ethics Code, Chevron conducts its business responsibly and proactively engages with various stakeholders to manage potential impacts in the communities where we operate.

Chevron assesses and manages potential human rights impacts

Chevron’s commitment to respecting human rights is embodied in its Human Rights Policy. This policy fosters greater awareness of human rights issues throughout the Company and enhances capabilities to identify and manage human rights impacts in key areas relevant to the business: employees, security, community, suppliers and contractors, and other business partners. Chevron implements its Human Rights Policy through processes, procedures, and tools, including risk and impact assessments.

Chevron’s Operational Excellence Management System (“OEMS”) systematically manages risk. This includes a focus on the Purposeenvironment and stakeholders to identify and manage risks across the lifecycle of an asset, including community health risks and potential social impacts. Most Chevron business units undergo an OEMS audit on a Corporation sets forthrecurring schedule, and subject matter experts review the effectiveness of processes and safeguards, including implementation of human rights policy commitments in five key areas: delivering value to customers; investing in employees; dealing fairly and ethically with suppliers; supporting communities in which we work; and generating long-term value for stockholders. Chevron has a long track record of success in each of these five areas and remains dedicated to these principles because they have always contributed to the long-term, sustainable health of our Company.

Chevron engages with stakeholders, including investors, civil society organizations, customers, and others, to inform its approach to its social and environmental responsibilities. Expectations continue to rise, and responding to these expectations is a responsibility Chevron takes seriously. Our ability to continue to create value for stakeholders depends on maintaining financial, operational, and cultural strength – and we are committed to doing so.expectations.

Chevron’s social investments strive to empower people to improve their lives and meet their full potential. Partnerships in health, education, and economic development advance progress and strengthen communities. Moreover, our employees, retirees, and contractors apply their skills, and contribute their resources, in volunteer activities that help improve education, provide basic needs, foster new business opportunities, and ultimately strengthen the communities in which we operate.

Chevron addresses the risks and opportunities presented by the global transition toward a lower-emissions energy system through its three strategic action areas: (1) lower carbon intensity cost efficiently, (2) increase renewables and offsets in support of our own business, and (3) invest in low-carbon technologies to enable commercial solutions.

Chevron has established equity-basis greenhouse gas (“GHG”) emissions reduction metrics to achieve goals related to activities over which it has financial or operational influence. Chevron believes in establishing metrics on an equity-basis, per commodity, and on an intensity basis, up to the point of sale, in a verifiable, tradable manner to transparently measure the efficiency of production for each product. Chevron set Upstream equity net GHG intensity reduction goals for 2028 for Scope 1 and Scope 2 emissions of 24 kg of carbon dioxide equivalent (“CO2e”) per barrels of oil-equivalent (“boe”) for oil or gas production carbon intensity, zero routine flaring by 2030, 3 kg CO2e/boe for flaring intensity, and 2 kg CO2e/boe for methane intensity, along with a methane detection plan.1 Successfully achieving these metrics is linked to most Chevron employees’ variable compensation.

Chevron has a strong corporate governance structure to enable the Company to meet the rising expectations of stakeholders. Chevron’s Board of Directors conductsEnterprise Risk Management process includes an annual review with executive management and the Board that identifies significant financial, operational, market, political, environmental, and other risks.risks inherent in its business. The Board oversees Chevron’s risk management policies and practices to assess whetherensure that the appropriate systems are employed. The Board’s Public Policy and Sustainability Committee monitors the social, political, environmental, human rights, and public policy aspects of Chevron’s business and the communities in which it operates.

we believe the proposal is premised on baseless allegations 

The minimum of due diligence that would be conducted by any credible advocate for good governance reveals that the “2021 report” cited in the supporting statement is riddled with falsehoods. The supporting statement collects unsubstantiated allegations levied against Chevron affiliates on the internet and credits the allegations as if they were proven – even when courts have definitively rejected them.

As Chevron aims to safely deliver higher returns, lower carbon, and superior stockholder value, the Company continues to place a high priority on the safety and health of its workforce and the protection of communities, the environment, and assets. Your Board believes that Chevron operateshas the right policies and management systems in a responsibleplace to assess and sustainable manner, furthering the interests of many stakeholders, which directly contributes to the long-term health and growthmanage implementation of our business. Convertingcommitment to respecting human rights, and a public benefit corporationseparate report is unnecessary and not an appropriateeffective way to ensureaccomplish the Company meets its social and environmental responsibilities.objective of the proposal.

Therefore, your Board recommends that you vote AGAINST thisthe proposal.

 

 

Chevron Corporation 2024 Proxy Statement

117

1

Scope 1 emissions are direct emissions from sources within a facility. Scope 2 emissions are indirect emissions from imported electricity and steam. Scope 3 emissions include all other indirect emissions, of which the combustion of product (e.g. gasoline or diesel in cars and natural gas in electricity generation and industrial use) is considered the largest component.

86    Chevron Corporation—2021 Proxy Statement

stockholder proposals  

stockholder proposal regardingto report on lobbyingtax practices

(item 7 on the proxy card)

Oxfam America has submitted the following proposal for consideration at the Annual Meeting.

 

Whereas, we believeRESOLVED: Shareholders request that the Board of Directors issue a tax transparency report to shareholders, at reasonable expense and excluding confidential information, prepared in full disclosureconsideration of the indicators and guidelines set forth in the Global Reporting Initiative’s (GRI’s) Tax Standard.

Supporting Statement

Tax transparency is increasingly important to investors. The PRI, representing investors with $89 trillion assets under management, states, “For investors, tax risk is financially material at the individual asset level. With tightening regulations and shifting societal expectations, tax avoidance activities of multinational enterprises have attracted large fines and highlighted growing reputational, governance, and earnings risks.”1 96% of US companies expect more tax disputes as governments increase scrutiny over tax avoidance.2

In 2021, 136 countries signed a global tax reform framework.3 National and regional-level agreements also demonstrate growing consensus around the importance of tax disclosures: the proposed Disclosure of Tax Havens and Offshoring Act, passed by the House of Representatives, requires public country-by-country reporting (CbCR) of financial (including tax) data by SEC-registered companies.4 In November 2021, the European Union approved a directive to implement public CbCR for large multinationals operating there.5 In April 2023, the Australian government released draft legislation that requires CbCR for any large multinational doing business in Australia.6

Chevron does not disclose foreign tax payments, or revenues or profits abroad with adequately disaggregated data. This challenges investors’ ability to evaluate the risks of taxation reforms, or whether Chevron’s lobbying activitiestax practices ensure long term value creation. Tax authorities have repeatedly challenged Chevron’s taxation approach, producing significant costs for the company.7 For example, in 2017, an Australian court found that Chevron used offshore entities to underpay taxes and expendituresordered Chevron to assess whether its lobbying is consistent with Chevron’s expressed goals and in stockholders’ best interests.

Resolved, the stockholders of Chevron request the preparation ofpay $268 million.8 Despite releasing a report updated annually, disclosing:on approach to tax,9 Chevron is retreating from its transparency commitments. This includes withdrawing from the Extractive Industries Transparency Initiative, limiting information about payments to governments.10

The GRI Standards are the world’s most utilized corporate reporting standard.11 The GRI Tax Standard is the first comprehensive global standard for public tax disclosure. It includes four components. GRI 207-1, 207-2, and 207-3 require companies to disclose their approach to tax governance, control, and risk management; stakeholder engagement; and management of tax concerns. 207-4 requires CbCR of financial information including revenues, profits and losses, and tax payments in each jurisdiction.12 GRI 207 also recommends disclosing “industry-related and other taxes or payments to governments.”

A GRI-compliant tax transparency report would bring Chevron in line with peer companies – including many in the oil, gas, and mining industries13 – who report using GRI 207.14 Chevron already reports CbCR information to OECD tax authorities privately, so any increased burden is negligible.

 

1.1

Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.https://www.unpri.org/download?ac=15325#:~:text=Some%20investors%20believe%20that%20tax,good%20risk%20management%20and%20 governance.&text=Prudent%20tax%20planning%20as%20the%20basis%20for%20tax%20management.

 

2.2

Payments by Chevron used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.https://www2.deloitte.com/content/dam/Deloitte/global/Documents/Tax/gx-beps-global-survey-summary-results-2022.pdf

 

3.3

Chevron’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4.

Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Chevron is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Public Policy Committee and posted on Chevron’s website.

Supporting Statement:

Chevron spent $84,560,000 on federal lobbying from 2010 – 2018. This does not include state lobbying, where Chevron also lobbies but disclosure is uneven or absent. For example, Chevron spent $35,124,804 lobbying in California from 2010 – 2018. Chevron also lobbies abroad, spending between €1,000,000–1,249,999 on lobbying in Europe for 2018.

We commend Chevron for now disclosing its largest trade associations. Chevron belongs to the Business Roundtable (BRT), Chamber of Commerce and National Association of Manufacturers (NAM), which spent $127,448,048 on lobbying for 2018. Both the BRT and NAM are lobbying against shareholder rights to file resolutions. Chevron does not disclose its payments to trade associations nor amounts used for lobbying. And Chevron does not disclose its payments to tax-exempt organizations that write and endorse model legislation, such as the American Legislative Exchange Council (ALEC).

We are concerned that Chevron’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, Chevron supports the Paris climate agreement, yet a 2019 InfluenceMap report found Chevron has spent millions lobbying to undermine it.1 And Chevron’s ALEC membership has drawn scrutiny.2 Investors participating in the Climate Action 100+ representing $34 trillion in assets are asking companies to align their lobbying with the goals of the Paris agreement. Peer Shell produced an “Industry Associations Climate Review” report to ensure its trade association participation aligned with its views.3

We believe reputational damage stemming from misalignment between policy positions and actual direct and indirect lobbying efforts harms long-term value creation by Chevron. Thus, we urge Chevron to expand its lobbying disclosure.

1

https://thehill.com/policy/energy-environment/436117-top-oil-firms-spend-millions-on-lobbying-to-block-climate-changewww.oecd.org/tax/international-community-strikes-a-ground-breaking-tax-deal-for-the-digital-age.htm

 

24

https://readsludge.com/2019/08/27/these-ceos-promised-to-be-socially-responsible-but-their-companies-are-pushing-alecs-right- wing-agenda/www.congress.gov/bill/117th-congress/house-bill/3007;

 

35

https://www.reuters.com/www.internationaltaxreview.com/article/us-shell-afpm-idUSKCN1RE0VBb1vf7yc65qpzcd/this-week-in-tax-eu-on-track-for-public-cbcr-by-2023

 

6
Chevron Corporation—2021 Proxy Statement    87

https://treasury.gov.au/consultation/c2023-383896

7

https://www.reuters.com/article/us-nigeria-oil-debt-exclusive/exclusive-nigeria-hits-oil-majors-with-billions-in-back-taxes-idUSKCN1QA1EK; https://www.reuters.com/article/uk-philippines-shell-court/shell-philippines-says-will-exhaustively-challenge-53-14-billion-peso-tax-claim-idUKKBN0U117020151218; https://www.oecdguidelines.nl/latest/news/2022/03/24/fs-fnv-vs-chevron; https://www.wsj.com/articles/SB10001424052748704682604575368801121741036

 

8

  stockholder proposals  https://www.reuters.com/article/australia-chevron-taxavoidance/chevron-drops-appeal-over-landmark-australian-tax-ruling-idUSL4N1L41TK

 

9

https://www.chevron.com/-/media/chevron/sustainability/documents/approach-to-tax-and-transparency.pdf

10

https://resourcegovernance.org/articles/chevron-deserts-extractive-industries-transparency-initiative-remaining-companies-must

11

https://assets.kpmg/content/dam/kpmg/xx/pdf/2020/11/the-time-has-come.pdf

12

https://www.globalreporting.org/standards/media/2482/gri-207-tax-2019.pdf

13

https://www.hess.com/sustainability/how-we-operate/tax-practices; https://reports.shell.com/tax-contribution-report/2020/our-tax-data.html; https://s24.q4cdn.com/382246808/files/doc_downloads/2022/sustainability/newmont-2021-tax-report.pdf; https://www.bp.com/en/global/corporate/sustainability/our-approach-to-sustainability/tax-transparency.html; https://reports.shell.com/tax-contribution-report/2020/; https://www.eni.com/assets/documents/eng/reports/2020/Country-by-Country-2020_ENG.pdf; https://totalenergies.com/sites/g/files/nytnzq121/files/documents/2022-03/Tax_transparency_report_2019_2020.pdf

14

https://www.globalreporting.org/news/news-center/momentum-gathering-behind-public-country-by-country-tax-reporting/

 

Chevron Corporation 2024 Proxy Statement

118

stockholder proposal to report on tax practices

board of directors’ response

Your Board supports tax policies that encourage long-term investment and promote job creation and economic growth. Chevron’s approach to tax is publicly disclosed and includes the following key principles: business operations, including the location of natural resources, drive where Chevron generates earnings and pays taxes; Chevron employs high ethical standards in applying tax rules and regulations; and Chevron complies with tax requirements in every jurisdiction where it operates.

Chevron already publicly provides detailed information about taxes

Chevron advocatesprovides detailed tax information publicly, including the following:

The audited 2023 Annual Report on behalf of its employeesForm 10-K filed with the U.S. Securities and stockholders to support its commitment to deliver affordable, reliable and cleaner energy. Chevron strives to maintain positive, constructive relationships with policymakers and their staffs to help inform themExchange Commission (“SEC”), which includes detailed information about the impactsCompany’s income tax contributions;

Submission of potential legislation or rule changes.project-level data of Chevron does thispayments to governments in Extractive Industries Transparency Initiative (“EITI”) implementing countries where Chevron subsidiaries have upstream operations;

A tax report under the Canadian Extractive Sector Transparency Measures Act;

A tax report for Chevron’s Australian operations; and

Chevron’s Approach to Tax and Transparency report highlighting aspects of Chevron’s governance and control framework, interactions with tax authorities, approach to tax, and risk management.

Chevron is preparing to comply with various mandatory reporting requirements, including the highestEuropean Union’s public country-by-country reporting requirements, the Financial Accounting Standards Board’s additional income tax disclosure requirements, and the SEC’s disclosure requirements pursuant to Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Section 1504”). Chevron’s first report under Dodd-Frank Section 1504 will be publicly available annually beginning in 2024 (based on 2023 data).

Chevron also provides annual confidential country-by-country reports to tax authorities, including the U.S. Internal Revenue Service.

Chevron is committed to strong tax governance

Chevron is committed to ethical standards and values operating responsibly, building trust in compliancethe communities where it operates, and delivering results with integrity. Chevron complies with all applicable tax laws governing lobbying activities and disclosure. Chevron believesin the jurisdictions where it is essentialoperates, including disclosing tax payment information to engage with policymakers and express the Company’s views on pending policy proposals through direct and indirect lobbying and participation in a diverse range of business and policy organizations that advocate for free markets and responsible energy legislationauthorities as required by local laws and regulations.

Given the detailed tax information Chevron lobbies ethically, constructively,already publicly discloses and in a non-partisan manner.plans to disclose, the additional data requested by the proposal would be neither useful nor informative for investors.

To further these efforts, Chevron holds membership in trade associations that provide expert perspectives on many issues. Trade associations also provide a venue for Chevron to engage with other companies and industry experts. Chevron does not agree with all positions of every industry, trade, or policy organization in which it participates. However, Chevron believes that participation in these organizations provides the Company with the best opportunity to influence their positions in a manner that aligns with the long-term interests of Chevron stockholders.

Chevron agrees that transparency and accountability are important aspects of corporate political activity. That is why Chevron provides extensive disclosure of these activities on its website by listing all jurisdictions where we are registered to lobby with links to access our reports. This disclosure goes beyond what is required by law. The Company’s lobbying activities in the United States are strictly regulated by federal, state, and local lobbying laws. Each governing jurisdiction determines its own laws and regulations regarding lobbying compliance and what activities must be reported. Chevron also discloses on its website not just lobbying activities, but all political contributions. The information on the website includes:

•  Chevron’s lobbying activities, political contributions, philosophy, and oversight mechanisms

•  U.S. trade association memberships

•  Federal and state lobbying reports

•  Federal lobbying contributions

•  Chevron’s most recent annual Corporate Political Contributions report and the Chevron Employee Political Action Committee contribution report.

In addition, in December 2020, in response to stockholder interest, Chevron published a special report on climate lobbying. This report further describes Chevron’s lobbying strategies and governance to ensure its trade association memberships are in alignment with Chevron’s interests with respect to climate change issues.

All of Chevron’s political and lobbying activities are subject to thorough review and oversight. The Public Policy and Sustainability Committee of the Board of Directors annually reviews Chevron’s lobbying activities and budget to assess the value of these activities and ensure alignment with Chevron’s positions and interests. Senior Chevron staff annually review trade association memberships to consider their value to the business. They also review policies, procedures, and expenditures for political activities. Chevron’s employees are required to complete political and lobbying compliance training. We also take the extra step to review any contributions and lobbying through the lens of current and past events. We are committed to supporting strong energy allies who promote democracy.

Chevron has, for many years now, provided significant disclosure on its lobbying activities and expenditures and has a practice of periodically evaluating and improving the scope and quality of disclosure. Chevron will continue this practice of transparency. Your Board is confident that the Company’s political activities are aligned with Chevron’s goals and the long-term interests of our stockholders. Your Board encourages you to review the reports and other materials described above.

Therefore, your Board recommends that you vote AGAINST thisthe proposal.

88    Chevron Corporation—2021 Proxy Statement

stockholder proposals  

stockholder proposal regarding independent chair

(item 8 on the proxy card)

RESOLVED: Shareholders request the Board of Directors to adopt as policy, and amend the bylaws as necessary, to require that whenever possible the Chair of the Board of Directors be an independent member of the Board. This policy would phase in for the next CEO transition.

If the Board determines that a Chair who was independent when selected is no longer independent, within a reasonable period it shall select a new Chair who satisfies the requirements of this policy. Compliance with this policy can be waived if no independent director is available and willing to serve as Chair.

SUPPORTING STATEMENT

 

We believe that inadequate board oversight has led to management mishandling of a number of issues, which has increased both risk and cost to stockholders.

For example, Chevron mishandled risk related to an ongoing legal effort by communities in Ecuador to enforce a $9.5 billion judgment for oil pollution. When Chevron acquired Texaco in 2001, it inherited significant legal, financial, and reputational liabilities that stemmed from pollution of the water and lands of communities in the Ecuadorian Amazon. In 2018, Ecuador’s Constitutional Court unanimously confirmed a $9.5 billion judgment against Chevron.

Chevron has acknowledged the serious risk from enforcement of the $9.5 billion judgment. Deputy Controller Rex Mitchell testified, under oath, that such seizures of Company assets “would cause significant, irreparable damage to Chevron’s business reputation and business relationships.” However, instead of negotiating a swift, reasonable, and comprehensive settlement with the affected Ecuadorian communities, management has pursued a costly and protracted legal strategy that has lasted more than two decades.

As well, investors are concerned that Chevron has not adequately addressed climate change – a massive risk that is already manifest and set to intensify over time via regulation, energy price swings, and growing uncertainty around the value of fossil fuel reserves. Chevron has published a climate risk scenario report and attempted to reduce capital spending; however, investor concerns remain because:

Of Chevron’s December 2019 announcement of a $10 billion+ write-down on the value of its assets.

Climate-related tort claims and similar litigation against Chevron are mounting.

Chevron’s climate risk reports have downplayed significant factors, such as potential competition from low-carbon energy technologies.

Chevron has supported lobbying and trade associations that spread dis-information on climate science and policy, such as the American Legislative Exchange Council (“ALEC”) and the American Petroleum Institute (“API”).

In addition, inadequate board attention could intensify ongoing risks and controversies related to global operations – such as renewed attacks on Chevron’s Nigeria assets in 2016, controversy over operations in Myanmar (given United Nations reports of genocide and crimes against humanity committed by the Burmese army against the Rohingya and other ethnic minorities in Burma), and a landmark enforcement action against Chevron for alleged tax evasion in Australia.

An independent Chair would improve oversight of management, and the attention paid to long-range risks such as those noted above.

THEREFORE: Please vote FOR this common-sense governance enhancement.

Chevron Corporation—2021 Proxy Statement    89

  stockholder proposals  

board of directors’ response

As required by Chevron’s By-Laws, the independent members of your Board elect the Board Chairman annually after reviewing whether to elect the CEO or another Director to serve as Chairman. The Board thus has great flexibility to choose the optimal leadership for the Board depending upon Chevron’s particular needs and circumstances at the time.

Currently, the Board has appointed Michael K. Wirth to serve as CEO and as Chairman of the Board. Your Board believes that Chevron and its stockholders benefit from the resulting unity of leadership and companywide strategic alignment. For example, as a global energy company that negotiates concessions and leases with host-country governments around the world, we believe it is generally advantageous to the Company for the CEO to represent the Chevron Board as its Chairman in such dialogues. Your Board does recognize the importance of independent oversight of the CEO and management, and it has instituted structures and practices to enhance such oversight. When the CEO is elected Chairman, the independent Directors annually elect a Lead Director from among themselves. The role of the Lead Director is highly empowered, as described in the “Independent Lead Director” section of this Proxy Statement on page 22. See also “Board Leadership Structure” on page 21.

As part of each Board meeting, the independent Directors meet in executive session without members of management present. They use this opportunity to discuss any matters they deem appropriate, including evaluation of senior management, CEO and management succession, Chevron’s operating and financial performance and returns to stockholders, and Board priorities, among others.

A fixed policy requiring a separation of the roles of Chairman and CEO is also unwarranted because of Chevron’s many other strong corporate governance practices, including the following: the annual election of all Directors; a majority vote requirement in uncontested elections of Directors; an overwhelming majority of independent Directors; proxy access; independent Director access to employees; and publicly available Corporate Governance Guidelines. The independent oversight of Chevron’s Board leadership is further supported by strong Board refreshment, multidimensional diversity among its Directors, and regular rotation of Committee chairpersons and of the Lead Director, all of which ensures that new perspectives are brought to the selection of Chevron’s Chairman and to other critical Board decisions.

Although the proposal purports to relate to the Board’s leadership structure, its supporting statement shows that it is a vehicle to discuss the Ecuador litigation. Yet, the $9.5 billion Ecuadorian judgment against Chevron has been thoroughly discredited by every court and tribunal outside Ecuador that has reviewed the matter. In 2014, a federal court in New York found that the Ecuadorian judgment had been procured through fraud, bribery, and corruption, and was unenforceable in the United States. The U.S. Second Circuit Court of Appeals unanimously affirmed that finding, and the U.S. Supreme Court denied review, rendering the federal court’s ruling final.

In a separate action, in 2018, an international tribunal administered by the Permanent Court of Arbitration in The Hague issued a unanimous award in favor of Chevron, finding that the Ecuadorian judgment was procured through fraud, bribery, and corruption, and that it was based exclusively on environmental claims settled and released by the Republic of Ecuador years earlier. The tribunal concluded that as a matter of international law, the judgment “should not be recognised or enforced by the courts of other States.” In September 2020, the District Court of The Hague upheld the award, highlighting that Ecuador acknowledges that the Ecuadorian judgment is fraudulent (“[t]he fraudulent character of the judgment and the proceedings preceding it is common ground between [Chevron and Ecuador]”), a fact Ecuador also admitted in a public filing with the Office of the United States Trade Representative in July 2020 (referring to the Ecuadorian judgment as “fraudulent”). Finally, plaintiffs’ recognition and enforcement proceedings outside Ecuador have failed in every jurisdiction in which they have been attempted to date, namely Argentina, Brazil, and Canada. Your Board expects Chevron’s management to continue vigorously defending against this fraud.

Given strong independent Board oversight of the CEO and management and the Company’s corporate governance practices, including an empowered and effective independent Lead Director, your Board does not believe that a fixed policy requiring an independent Chairman is in the best interests of stockholders. Rather, your Board believes that stockholder interests are best served when Directors have the flexibility to determine the best person to serve as Chairman, recognizing that no single leadership model is appropriate in all circumstances.

Therefore, your Board recommends that you vote AGAINST this proposal.

90    Chevron Corporation—2021 Proxy Statement

stockholder proposals  

stockholder proposal regarding special meetings

(item 9 on the proxy card)

RESOLVED: Shareowners request that the Board of Chevron Corporation (“Chevron” or “Company”) take the steps necessary to amend Company bylaws and appropriate governing documents to give holders of 10% of outstanding common stock the power to call a special shareowners2024 Proxy Statement

119

meeting. To the fullest extent permitted by law, such bylaw text in regard to calling a special meeting shall not contain exceptions or excluding conditions that apply only to shareowners but not to management or the Board.

Supporting Statement:

This Proposal grants shareowners the ability to consider important matters which may arise between annual meetings, and augments the Board’s power to itself call a special meeting. This Proposal earned the support of 35% of shares voted in 2019, representing approximately $54 billion in shareholder value.

We believe management has mishandled a variety of issues in ways that significantly increase both risk and costs to shareholders. The most pressing of these issues is the ongoing legal effort by communities in Ecuador to enforce a $9.5 billion judgment against Chevron for oil pollution.

When Chevron acquired Texaco in 2001, it inherited significant legal, financial, and reputational liabilities that stemmed from pollution of the water and lands of communities in the Ecuadorian Amazon. For two decades the affected communities brought suit against Texaco (and subsequently Chevron). The case reached its conclusion in 2018 when Ecuador’s Constitutional Court, in an 8-0 decision, confirmed a $9.5 billion judgment against Chevron.

Instead of negotiating an expedient, fair, and comprehensive settlement with the affected communities in Ecuador, Chevron pursued a costly legal strategy that lasted for more than two decades. In the course of these proceedings,

Chevron’s management made significant missteps, including moving the case from New York to Ecuador. In an unprecedented move, Chevron harassed and subpoenaed stockholders who questioned the advisability of the Company’s legal strategy.

Chevron has acknowledged the serious risk enforcement of the $9.5 billion judgment represents. Under oath, Deputy Controller Rex Mitchell testified that such seizure of Company assets: “would cause significant, irreparable damage to Chevron’s business reputation and business relationships.”

However, Chevron has yet to fully report these risks in either public filings or statements to shareholders. As a result, investors have requested that the U.S. Securities and Exchange Commission investigate whether Chevron violated securities laws by misrepresenting or materially omitting information in regard to the multi-billion Ecuadoran judgment.

Shareholders urgently need a reasonable 10% threshold to call special meetings.

THEREFORE: Vote FOR this common-sense governance enhancement that would improve shareholder communication and protect shareholder value.

Chevron Corporation—2021 Proxy Statement    91

  stockholder proposals  

board of directors’ response

Chevron’s By-Laws permit stockholders owning 15 percent of Chevron’s outstanding common stock to call for a special meeting. Your Board continues to believe that Chevron’s 15 percent threshold ensures that a reasonable number of stockholders considers a matter important enough to merit a special meeting. Preparing for and holding a special meeting is time-consuming and expensive. The 15 percent threshold helps avoid waste of Company and stockholder resources to address narrow or special interests.

In addition to a lower threshold, the proposal would permit a special meeting without appropriate and reasonable limitations. Chevron’s By-Laws currently contain two important limitations. A special meeting cannot be called (1) if the Board has already called or will call an Annual Meeting of stockholders for the same purpose specified in the special meeting request or (2) if an annual or special meeting was held not more than 12 months before the request for a special meeting was received and included the purpose specified in the special meeting request. Given the time and cost associated with special meetings, your Board believes that these are appropriate and reasonable limitations. Moreover, the issues raised in support of this proposal already are consistently discussed at Chevron’s Annual Meetings.

Stockholders can be assured that their right to be apprised of and vote on significant matters is protected not only by their existing right to call for special meetings and participate in Chevron’s Annual Meetings, but also by state law and other regulations. Chevron is incorporated in Delaware, which requires that major corporate actions, such as a merger or a sale of all or substantially all of Chevron’s assets, be approved by stockholders. Chevron is also listed on the New York Stock Exchange (“NYSE”), and the NYSE requires, among other things, that listed companies obtain stockholder approval for equity compensation plans and significant issuances of equity securities to related parties and for when such issuances represent more than 20 percent of an issuer’s voting power. Chevron has robust corporate governance practices to protect stockholder interests, including a declassified Board; proxy access; no supermajority voting provisions in its By-Laws and Certificate of Incorporation; and a strong independent Board structure.

Finally, although the proposal purports to relate to special meetings, its supporting statement shows that it is a vehicle to discuss the Ecuador litigation and related actions against Chevron. The proponent implies that special meetings are an appropriate vehicle for pressuring the Company to succumb to the demands in the Ecuador litigation and pay a judgment secured through fraud and corruption. Your Board believes, and several prominent courts and international tribunals have now confirmed, that the Ecuador litigation is the product of fraud, bribery, and corruption.

In 2014, a federal court in New York found that the Ecuadorian judgment had been procured through fraud, bribery, and corruption, and was unenforceable in the United States. The U.S. Second Circuit Court of Appeals unanimously affirmed that finding, and the U.S. Supreme Court denied review, rendering the federal court’s ruling final.

In a separate action, in 2018, an international tribunal administered by the Permanent Court of Arbitration in The Hague issued a unanimous award in favor of Chevron, finding that the Ecuadorian judgment was procured through fraud, bribery, and corruption, and that it was based exclusively on environmental claims settled and released by the Republic of Ecuador years earlier. The tribunal concluded that as a matter of international law, the judgment “should not be recognised or enforced by the courts of other States.” In September 2020, the District Court of The Hague upheld the award, highlighting that Ecuador acknowledges that the Ecuadorian judgment is fraudulent (“[t]he fraudulent character of the judgment and the proceedings preceding it is common ground between [Chevron and Ecuador]”), a fact Ecuador also admitted in a public filing with the Office of the United States Trade Representative in July 2020 (referring to the Ecuadorian judgment as “fraudulent”).Finally, plaintiffs’ recognition and enforcement proceedings outside Ecuador have failed in every jurisdiction in which they have been attempted to date, namely, Argentina, Brazil and Canada. Your Board expects Chevron’s management to continue vigorously defending against this fraud.

Your Board continues to believe its current By-Law is in the stockholders’ best interests and provides appropriate and reasonable limitations on the right to call special meetings.

Therefore, your Board recommends that you vote AGAINST this proposal.

92    Chevron Corporation—2021 Proxy Statement

voting and additional information

vote results

 

vote results

At the Annual Meeting, we will announce preliminary vote results for those items of business properly presented. Within four business days of the Annual Meeting, we will disclose the preliminary results (or final

results, if available) in a Current Report on Form 8-K filed with the SEC.

 

appointment of proxy holders

Your Board asks you to appoint Michael K. Wirth, R. Hewitt Pate, and Mary A. Francis as your proxy holders, each with full power of substitution, to represent and to vote your shares at the Annual Meeting. You make this appointment by voting the proxy card provided to you using one of the voting methods described in “How to Vote” in this section.

If you sign and return a proxy card with voting instructions, the proxy holders will vote your shares as you direct on the matters described in this Proxy Statement. If you sign and return a proxy card without voting

instructions, they will vote your shares as recommended by your Board.

Unless you indicate otherwise on the proxy card, you also authorize the proxy holders to vote your shares on any matters that are not known by your Board as of the date of this Proxy Statement and that may be properly presented by or at the direction of the Board for action at the Annual Meeting.

record date; who can vote

Stockholders owning Chevron common stock at the close of business on Monday, March 29, 2021,April 1, 2024, the Record Date, or their legal proxy holders, are entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 1,927,958,6231,847,319,950 shares of Chevron common stock outstanding. Each outstanding share of Chevron common stock is entitled to one vote.

quorum

A quorum, which is a majority of the outstanding shares of Chevron common stock as of the Record Date, must be present to hold the Annual Meeting. A quorum is calculated based on the number of shares represented at the meeting, either by the stockholders attending in person or by the proxy holders. IfIn the case of broker nonvote if you indicate an abstention as your voting preference in any matter, your shares will be counted toward a quorum but will not be votedhave no impact on the vote on any such matter.

Chevron Corporation—2021 Proxy Statement    93

  voting and additional information  

 

Chevron Corporation 2024 Proxy Statement

120

voting and additional information

how to vote

Stockholders can vote by mail, telephone, Internet,internet, or in person at the Annual Meeting.

 

Stockholders of record

 

Street name stockholders

Employee plan participants

•  If you hold your shares in your own name as reflected in the records of Chevron’s transfer agent, Computershare Shareowner Services LLC,Inc. (“Computershare”), you can most conveniently vote by telephone, Internet,internet, or mail. Please review the voting instructions on your proxy card.

 

•  

If you vote by telephone or on the Internet,internet, you do not need to return your proxy card. Telephone and Internetinternet voting is available 24 hours a day and will close at 11:59 p.m. EDT on Tuesday, May 25, 2021.28, 2024.

 

•  You can vote virtually at the Annual Meeting by visiting www.virtualshareholdermeeting.com /CVX2021www.virtualshareholdermeeting.com/CVX2024 and using your 16-digit control number.

 

Street name stockholders

 

•  If you own your shares through a bank, broker, or other holder of record, you can most conveniently vote by telephone, Internet,internet, or mail. Please review the voting instructions on your voting instruction form.

 

•  

If you vote by telephone or on the Internet,internet, you do not need to return your voting instruction form. Telephone and Internetinternet voting is available 24 hours a day and will close at 11:59 p.m. EDT on Tuesday, May 25, 2021.28, 2024.

 

•  If your shares are held in street name and your voting instruction form or Notice Regarding the Availability of Proxy Materials indicates that you may vote those shares through the www.proxyvote.com website, then you may vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com /CVX2021www.virtualshareholdermeeting.com/CVX2024 and using the 16-digit control number indicated on that voting instruction form or Notice Regarding the Availability of Proxy Materials. Otherwise, stockholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least 5five days before the annual meeting)Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting.

Employee plan participants

 

•  If you own your shares through participation in a Chevron employee stock or retirement benefit plan, you can most conveniently vote by telephone, Internet,internet, or mail. Please review the voting instructions contained in the email sent to your work addressyou or in the materials you receive through the mail.

 

•  

All votes must be received by the plan trustee or fiduciary by 11:59 p.m. EDT on Sunday,Thursday, May 23, 2021,2024, or other cutoff date as determined by the plan trustee or fiduciary.

We encourage you to vote by telephone or Internet.internet. Both are designed to record your vote immediately and enable you to confirm that your vote has been properly recorded.

revoking your proxy or voting instructions

Stockholders can revoke their proxy or voting instructions as follows.follows:

 

Stockholders of record

 

Street name stockholders

Employee plan participants

•  Send a written statement revoking your proxy to: Chevron Corporation, Attn: Corporate Secretary and Chief Governance Officer, 6001 Bollinger Canyon Road, San Ramon, CA 94583-2324;

 

•  

Submit a proxy card with a later date and signedsign as your name appears on your account;

 

•  

Vote at a later time by telephone or the Internet;internet; or

 

•  

Vote virtually at the Annual Meeting.

 

Street name stockholders

 

•  Notify your bank, broker, or other holder of record in accordance with that entity’s procedures for revoking your voting instructions.

Employee plan participants

 

•  Notify the trustee or fiduciary of the plan through which you hold your shares in accordance with its procedures for revoking your voting instructions.

94    Chevron Corporation—2021 Proxy Statement

voting and additional information  

 

 

confidential Chevron Corporation 2024 Proxy Statement

121

voting and additional information

 

confidential voting

Chevron has a confidential voting policy to protect the privacy of your votes. Under this policy, ballots, proxy cards, and voting instructions returned to banks, brokers, and other holders of record are kept confidential. Only the proxy solicitor, the proxy tabulator, and the Inspector of Election have access to the ballots, proxy cards, and voting instructions. Anyone who processes or inspects the ballots, proxy cards,

and voting instructions signs a pledge to treat them as confidential. None of these persons is a Chevron Director, officer, or employee. The proxy solicitor and the proxy tabulator will disclose information taken from the ballots, proxy cards, and voting instructions only in the event of a proxy contest or as otherwise required by law.

notice and access

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 26, 2021:29, 2024:

The Notice of 20212024 Annual Meeting, 20212024 Proxy Statement, and 20202023 Annual Report are available at www.proxyvote.com.

This year, we are again furnishing Proxy Materials over the Internetinternet to a number of our stockholders under the SEC’s notice and access rules. Many of our stockholders will receive a Notice Regarding the Availability of Proxy Materials (the “Notice”(“Notice”) in the mail instead of a paper copy of this Proxy Statement, a proxy card or voting instruction card, and our 20202023 Annual Report. We believe that this process will conserve natural resources and reduce the costs of printing and distributing our Proxy Materials.

The Notice contains instructions on how to access our Proxy Materials and vote over the Internetinternet at www.proxyvote.com and how stockholders can receive a paper copy of our Proxy Materials, including this Proxy Statement, a proxy card or voting instruction card, and our 20202023 Annual Report. At www.proxyvote.com, stockholders can also request to receive future Proxy Materials in printed form by mail or electronically by email.

All stockholders who do not receive a Notice will receive a paper copy of the Proxy Materials by mail unless they have previously elected to receive Proxy Materials by email.We remind stockholders who receive a Notice that the Notice is not itself a proxy card and should not be returned with voting instructions.

If you would like an additional copy of the 20202023 Annual Report or the 20212024 Proxy Statement, with exhibits, these documents are available on the Company’s website, https://www.chevron.com/investors/corporate-governance.financial-information. These documents are also available without charge to any stockholder, upon request, by writing to: Chevron Corporation, Attn: Corporate Governance Department, 6001 Bollinger Canyon Road, T3189, San Ramon, CA 94583-2324.

method and cost of soliciting and tabulating votes

Chevron will bear the costs of soliciting proxies and tabulating your votes. Proxies may be solicited by mail, Notice and Access (described in “Notice and Access,” above)in the previous subsection), email, telephone, or other means. Chevron has retained Broadridge Financial Solutions, Inc., to assist in distributing these Proxy Materials. Alliance Advisors LLC will act as our proxy solicitor in soliciting votes at an estimated cost of $30,000$40,000 plus additional fees for telephone and other solicitation of proxies, if needed, and its reasonable out-of-pocket expenses. Chevron employees may solicit your votes without additional compensation.

Chevron will reimburse banks, brokers, and other holders of record for reasonable, out-of-pocket expenses for forwarding these Proxy Materials

to you, according to certain regulatory fee schedules. We estimate that this reimbursement will cost Chevron approximately $2$3 million. The actual amount will depend on variables such as the number of proxy packages mailed, the number of stockholders receiving electronic delivery, and postage costs. See “Email Delivery of Future Proxy Materials” in this section for information on how you can help reduce printing and mailing costs.

Broadridge Financial Solutions, Inc., will be the proxy tabulator, and CT Hagberg LLC will act as the Inspector of Election.

Chevron Corporation—2021 Proxy Statement    95

  voting and additional information  

householding information

We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, stockholders of record who have the same address and last name and receive hard copies of our Proxy Materials will receive only one copy, unless we are notified that one or more of these stockholders wish to continue receiving individual copies.

Householding conserves natural resources and reduces our printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings.

If you and another stockholder of record with whom you share an address are receiving multiple copies of our Proxy Materials, you can request to participate in householding and receive a single copy of our Proxy

Materials in the future by calling Broadridge Financial Solutions, Inc., toll-free at 1-866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes Way, Edgewood, NY 11717.

Alternatively, if you and another stockholder of record with whom you share an address participate in householding and you wish to receive an individual copy of our Proxy Materials now or discontinue your future participation in householding, please contact Broadridge Financial Solutions, Inc., as indicated above. Proxy Materials will be delivered promptly and free of charge.

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voting and additional information

If you are a street name stockholder, you can request information about householding from your bank, broker, or other holder of record through which you own your shares.

email delivery of future proxy materials

You can elect to receive future Proxy Materials by email, which will save us the cost of producing and mailing documents to you, by enrolling at www.icsdelivery.com/cvx. If you choose to receive future Proxy Materials by email, you will receive an email with instructions containing a link to the website where those materials are available and where you can vote.

stockholder of record account maintenance

Chevron engages a transfer agent, Computershare, to assist the Company in maintaining the accounts of individuals and entities

that hold Chevron common stock in their own name on the records of the Company, sometimes referred to as “stockholders of record” or “registered stockholders.” All communications concerning accounts of stockholders of record, including name and address changes, requirements to transfer shares, and similar matters, may be handled by calling Computershare’s toll-free number, 1-800-368-8357, or by contacting Computershare through its website at www.computershare.com/investor. You may also address correspondence to Computershare at P.O. Box 505000,

Louisville, KY 40233-500043078, Providence, RI 02940-3078 or, if by overnight delivery, 462 South 4th Street,150 Royall St., Suite 1600, Louisville, KY 40202.101, Canton, MA 02021. The Computershare Investment Plan provides interested investors with an alternative for purchasing and selling shares of Chevron common stock and with the ability to enroll in dividend reinvestment. Additional information is available on Computershare’s website at www.computershare.com/investor.

If you are a street name stockholder, you may contact your bank, broker, or other holder of record with questions concerning your account.

 

 

96    Chevron Corporation—2021 Proxy Statement

voting and additional information  

submission of stockholder proposals for 20222025 annual meeting

Proposals for inclusion in next year’s Proxy Statement (SEC Rule 14a-8)

SEC Rule 14a-8 permits stockholders to submit proposals for inclusion in our Proxy Statement if the stockholders and the proposals meet certain requirements specified in that rule.

When to send these proposals. Any stockholder proposal submitted in accordance with SEC Rule 14a-8 must be received at our principal executive offices no later than the close of business (6:00 p.m. Pacific Standard Time) on December 9, 2021.

Where to send these proposals. Proposals should be submitted by overnight mail and addressed to Mary A. Francis, Corporate Secretary and Chief Governance Officer, Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, CA 94583-2324.

What to include. Proposals must conform to and include the information required by SEC Rule 14a-8.

Director nominees for inclusion in next year’s Proxy Statement (proxy access)

Article IV, Section 7, of our By-Laws permits a stockholder or group of stockholders (up to 20) who have owned at least 3 percent of Chevron common stock for at least three years to submit director nominees (up to the greater of two nominees or 20 percent of the Board) for inclusion in our Proxy Statement if the nominating stockholder(s) satisfies the requirements specified in our By-Laws. Additional information about these proxy access requirements can be found in our By-Laws, available at www.chevron.com/investors/corporate-governance.

When to send these proposals. Notices of director nominees submitted pursuant to our proxy access By-Laws must be received no earlier than November 9, 2021, and no later than the close of business on December 9, 2021.

Where to send these proposals. Notices should be submitted by overnight mail and addressed to Mary A. Francis, Corporate Secretary and Chief Governance Officer, Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, CA 94583-2324.

What to include. Notices must include the information required by our proxy access By-Laws.

Other proposals or nominees for presentation at next year’s Annual Meeting (advance notice)

Article IV, Section 6, of our By-Laws requires that any stockholder proposal, including director nominations, that is not submitted for inclusion in next year’s Proxy Statement (either under SEC Rule 14a-8 or our proxy access By-Laws), but is instead sought to be presented directly at the 2022 Annual Meeting, must be received at our principal executive offices no earlier than the 120th day and no later than the close of business on the 90th day prior to the first anniversary of the 2021 Annual Meeting. Additional information about these advance notice requirements can be found in our By-Laws, available at www.chevron.com/investors/corporate-governance.

When to send these proposals. Proposals and nominations submitted pursuant to our advance notice By-Laws must be received no earlier than January 26, 2022, and no later than the close of business on February 25, 2022.

Where to send these proposals. Proposals and nominations should be submitted by overnight mail and addressed to Mary A. Francis, Corporate Secretary and Chief Governance Officer, Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, CA 94583-2324.

What to include. Proposals and nominations must include the information required by our advance notice By-Laws.

 

Proposals for inclusion in next year’s Proxy Statement (SEC Rule 14a-8)

Chevron Corporation—2021

SEC Rule 14a-8 permits stockholders to submit proposals for inclusion in our Proxy Statement if the stockholders and the proposals meet certain requirements specified in that rule.

• 97

When to send these proposals. Any stockholder proposal submitted in accordance with SEC Rule 14a-8 must be received at our principal executive offices no later than the close of business (6:00 p.m. Pacific Standard Time) on December 11, 2024.

•

Where to send these proposals. Proposals should be submitted by overnight mail and addressed to Mary A. Francis, Corporate Secretary and Chief Governance Officer, Chevron Corporation, 5001 Executive Parkway, Suite 200, San Ramon, CA 94583-5006.

•

What to include. Proposals must conform to and include the information required by SEC Rule 14a-8.

Director nominees for inclusion in next year’s Proxy Statement (proxy access)

Article IV, Section 7, of our By-Laws permits a stockholder or group of stockholders (up to 20) who have owned at least 3% of Chevron common stock for at least three years to submit director nominees (up to the greater of two nominees or 20% of the Board) for inclusion in our Proxy Statement if the nominating stockholder(s) satisfies the requirements specified in our By-Laws. Additional information about these proxy access requirements can be found in our By-Laws, available at www.chevron.com/investors/corporate- governance.

•

When to send these proposals. Notices of director nominees submitted pursuant to our proxy access By-Laws must be received no earlier than November 11, 2024, and no later than the close of business (6:00 p.m. Pacific Standard Time) on December 11, 2024.

•

Where to send these proposals. Notices should be submitted by overnight mail and addressed to Mary A. Francis, Corporate Secretary and Chief Governance Officer, Chevron Corporation, 5001 Executive Parkway, Suite 200, San Ramon, CA 94583-5006.

•

What to include. Notices must include the information required by our proxy access By-Laws.

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123

voting and additional information

Other proposals or nominees for presentation at next year’s Annual Meeting

(advance notice)

 

  votingArticle IV, Section 6, of our By-Laws requires that any stockholder proposal, including Director nominations, that is not submitted for inclusion in next year’s Proxy Statement (either under SEC Rule 14a-8 or our proxy access By-Laws), but is instead sought to be presented directly at the 2025 Annual Meeting, must be received at our principal executive offices no earlier than the 120th day and additionalno later than the close of business (6:00 p.m. Pacific Daylight Time) on the 90th day prior to the first anniversary of the 2024 Annual Meeting. Additional information about these advance notice requirements can be found in our By-Laws, available at www.chevron.com/investors/corporate-governance.

 

• 

When to send these proposals. Proposals and Director nominations submitted pursuant to our advance notice By-Laws must be received no earlier than January 29, 2025, and no later than the close of business (6:00 p.m. Pacific Standard Time) on February 28, 2025. In addition to satisfying the deadlines in our advance notice By-Laws, a stockholder who intends to solicit proxies in support of Director nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Corporate Secretary and Chief Governance Officer no later than March 31, 2025 (or, if the 2025 Annual Meeting is called for a date that is more than 30 days before or more than 30 days after such anniversary date, then notice must be provided not later than the close of business (6:00 p.m. Pacific Standard Time) on the later of 60 calendar days prior to the 2025 Annual Meeting or the 10th calendar day following the day on which public announcement of the 2025 Annual Meeting is first made by the Company). The notice requirement under Rule 14a-19 is in addition to the applicable advance notice requirements under our By-Laws as described above.

•

Where to send these proposals. Proposals and Director nominations should be submitted by overnight mail and addressed to Mary A. Francis, Corporate Secretary and Chief Governance Officer, Chevron Corporation, 5001 Executive Parkway, Suite 200, San Ramon, CA 94583-5006.

•

What to include. Proposals and Director nominations must include the information required by our advance notice By-Laws.

 

rules for admission for the virtual annual meeting

You are entitled to attend and participate in the Annual Meeting only if you were a stockholder as of the close of business on March 29, 2021,April 1, 2024, or if you are a valid legal proxy holder for a stockholder as of the Annual Meeting.close of business on April 1, 2024. If you plan to attend the Virtual Annual Meeting, please be aware of what you will need to gain admission, as described below. If you do not comply with the procedures described here for attending the Virtual Annual Meeting, you will not be able to participate in the annual meeting.Annual Meeting.

 

Stockholders of record will need to use their control number available in their proxy materials to log into www.virtualshareholdermeeting.com/CVX2021.

•

Stockholders of record will need to use their control number available in their proxy materials to log into www.virtualshareholdermeeting.com/CVX2024.

 

Beneficial stockholders
•

Beneficial stockholders who do not have a control number may access the meeting by logging into their bank or brokerage firm’s website and selecting the stockholder communications mailbox to link through to the Annual Meeting. Instructions are also available on the voting instruction card provided by the bank or broker.

See the “Important Notice Regarding Admission to the annual meeting. Instructions are also available2024 Annual Meeting–We Encourage Participation” section on the voting instruction card provided by the bank or broker.

See below “attending the virtual annual meeting—We encourage participation”next page for additional information.

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voting and additional information

attending the virtual annual meeting

The Annual Meeting will be held on Wednesday, May 26, 2021,29, 2024, online by live audio webcast. The meeting will begin promptly at 8:00 a.m. PDT.

important notice regarding admission to the 2021 annual meeting

Virtual Annual Meeting

We are pleased to announce that the Company will conduct its 2021 Annual Meeting of Stockholders (“Annual Meeting”) on the above date and time solely by live audio webcast in lieu of an in-person meeting. Your Board believes this format will enhance and facilitate attendance by providing convenient access for all of our stockholders. In addition, this meeting format will eliminate public health concerns around the COVID-19 pandemic and the significant costs associated with holding an in-person meeting. We have planned and designed the meeting to encourage stockholder participation, protect stockholder rights, and promote transparency.

We encourage participation

Stockholders of record owning Chevron common stock at the close of business on Monday, March 29, 2021, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote, ask questions, and view the list of registered stockholders as of the record date during the meeting, stockholders should go to the meeting website at www.virtualshareholdermeeting.com/CVX2021, enter the 16-digit control number found on your proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials, and follow the instructions on the website. If your voting instruction form or Notice Regarding the Availability of Proxy Materials does not indicate that you may vote those shares through the www.proxyvote.com website and it does not include a 16-digit control number, you should contact your bank, broker, or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. The Annual Meeting will be opened for access beginning at 7:45 a.m. PDT on May 26, 2021. Proponents of the stockholder proposals included in this Proxy Statement will be given the option to prerecord or call in live through a dedicated line to ensure their ability to present their proposals.

We welcome questions from stockholders

Questions may be submitted in advance of the meeting at www.proxyvote.com or live during the meeting at www.virtualshareholdermeeting.com/CVX2021. If we are not able to get to every question submitted, we will post a summary of the remaining questions and answers on www.chevron.com/investors/stockholder-services.

Technical difficulties and additional questions

If you have difficulty accessing the Annual Meeting, please call 844-976-0738 (toll free) or 303-562-9301 (international). Technicians will be available to assist you. Please submit any additional questions, comments, or suggestions by email at corpgov@chevron.com or by telephone by calling 1-877-259-1501.

In the event of a technical malfunction or other situation that the meeting Chair determines may affect the ability of the meeting to satisfy the requirements for a stockholder meeting to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the Chair will convene the Annual Meeting at 8:30 a.m. PDT on the date specified above at the Company’s headquarters in San Ramon, California, solely for the purpose of adjourning the meeting to reconvene at a date, time, and physical or virtual location announced by the meeting Chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investor relations page of the Company’s website at www.chevron.com/investors/stockholder-services.

98    Chevron Corporation—2021 Proxy Statement

LOGO

the chevron way

getting results the right way

The Chevron Way explains our beliefs, vision, purpose and values. It guides how we work and establishes a common understanding of our culture and aspirations.

the human energy company

Human ingenuity has the power to solve any challenge and overcome any obstacle. Meeting the world’s growing energy needs demands pursuit of innovations and advancements that deliver a better future for all.

This is our past, our present and our future.

our vision

To be the global energy company most admired for its people, partnership and performance.

our purpose

We develop the affordable reliable, ever-cleaner energy that enables human progress.

our beliefs

energy is essential to modern life

We work to provide the energy that enables human progress around the world. We live this purpose every day.

human ingenuity fuels innovation

The imagination and perseverance of people will deliver solutions to energy’s greatest challenges.

the future is lower carbon

Our actions will make energy and global supply chains more sustainable, helping industries and customers who use our products advance a lower carbon world.

leadership carries great responsibility

Meeting rising expectations demands performance and accountability at the highest level. We aim to deliver industry-leading results.

our values

diversity and inclusion

We learn from and respect the cultures in which we operate. We have an inclusive work environment that values the uniqueness and diversity of individual talents, experiences and ideas.

leading performance

We develop leaders and collaborate as one team to deliver industry-leading performance. We continually raise the bar on actions and outcomes that meet the high expectations of our stakeholders.

partnership

We build trusting, mutually beneficial relationships. We work together – and with our partners – to achieve solutions and breakthroughs that benefit our shareholders and society.

protect people and the environment

We aim to lead our industry in health, safety and environmental performance. The protection of people, assets, communities and the environment is our highest priority.

trust and integrity

We earn trust and respect by acting with integrity and operating with the highest ethical standards. Our culture and reputation are built upon these principles.

LOGO

©2021 Chevron. All rights reserved.

LOGO

    LOGO

VOTE BY TELEPHONE OR INTERNET OR MAIL

24 Hours a Day, 7 Days a Week

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date or on the applicable Employee Voting Plan cutoff date. Have your proxy card in hand when you access the website and then follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/CVX2021

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date or on the applicable Employee Voting Plan cutoff date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D46292-P52734-Z79456        KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

CHEVRON CORPORATION

If you wish to vote in accordance with the Board of Directors’ recommendations on all matters, you need only sign, date, and return this proxy card.

Your Board recommends you vote FOR the election of the following Board Nominees for Director 1a through 1l:

ForAgainstAbstain
1a.Wanda M. Austin☐☐☐
1b.John B. Frank☐☐☐
1c.Alice P. Gast☐☐☐
1d.Enrique Hernandez, Jr.☐☐☐
1e.Marillyn A. Hewson☐☐☐
1f.Jon M. Huntsman Jr.☐☐☐
1g.Charles W. Moorman IV☐☐☐
1h.Dambisa F. Moyo☐☐☐
1i.Debra Reed-Klages☐☐☐
1j.Ronald D. Sugar☐☐☐
1k.D. James Umpleby III☐☐☐
1l.Michael K. Wirth☐☐☐
Your Board recommends you vote FOR Board proposals 2 and 3:For    Against  Abstain    
2.Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm☐  ☐☐
3.Advisory Vote to Approve Named Executive Officer Compensation☐  ☐☐
Your Board recommends you vote AGAINST stockholder proposals 4 through 9:ForAgainstAbstain
4.Reduce Scope 3 Emissions☐  ☐☐
5.Report on Impacts of Net Zero 2050 Scenario☐  ☐☐
6.Shift to Public Benefit Corporation☐  ☐☐
7.Report on Lobbying☐  ☐☐
8.Independent Chair☐  ☐☐
9.Special Meetings☐  ☐☐

Signature [PLEASE SIGN WITHIN BOX]

Date
Signature (Joint Owners)Date

Dear Stockholder:

The lower portion of this form is your proxy card for voting at Chevron Corporation’s 2021 Annual Meeting of Stockholders. It is important that you vote. You may vote by telephone, Internet, or mail by following the instructions printed on this form. If you vote by mail, please mark, sign, date, and return the proxy card (the lower portion of this form) using the enclosed postage-paid envelope or return it to Chevron Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. You must sign, date, and return the proxy card for your vote to be counted.

Important Notice Regarding Admission to the 2021 Annual Meeting2024 annual meeting

Virtual Annual Meetingvirtual annual meeting

We are pleased to announce that Chevronthe Company will conduct its 20212024 Annual Meeting of Stockholders (“Annual Meeting”) on the belowabove date and time solely by live audio webcast in lieu of an in-person meeting. Your Board believes this format will enhance and facilitate attendance by providing convenient access for all of our stockholders. In addition, this meeting format will eliminate public health concerns aroundstockholders with access to the COVID-19 pandemic and the significant costs associated with holding an in-person meeting.internet. We have planned and designed the meeting to encourage stockholder participation, protect stockholder rights, and promote transparency.

Wewe encourage participation

Stockholders of record owning Chevron common stock at the close of business on Monday, March 29, 2021,April 1, 2024, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, and view the list of registered stockholders as of the record date during the meeting, stockholders should go to the meeting website at www.virtualshareholdermeeting.com/CVX2021,CVX2024, enter the 16-digit control number found on your proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials, and follow the instructions on the website. If your voting instruction form or Notice Regarding the Availability of Proxy Materials does not indicate that you may vote those shares through the www.proxyvote.com website and it does not include a 16-digit control number, you should contact your bank, broker, or other nominee (preferably at least 5five days before the annual meeting)Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. The Annual Meeting will be opened for access beginning at 7:45 a.m. PDT on May 26, 2021.29, 2024. Proponents of the stockholder proposals included in this Proxy Statement will be given the option to prerecord or call in live through a dedicated line to ensure their ability to present their proposals.

Wewe welcome questions from stockholders.stockholders

We will have a question and answer session during the Annual Meeting. Questions may be submitted in advance of the meeting at www.proxyvote.com or live during the meeting at www.virtualshareholdermeeting.com/CVX2021.CVX2024. If we are not able to get to every question submitted, we will post a summary of the remaining questions and answers on

www.chevron.com/investors/stockholder-services.

Technicaltechnical difficulties and additional questions

If you have difficulty accessing the Annual Meeting, please call 844-976-0738 (toll free) or 303-562-9301 (international). Technicians will be available to assist you. Please submit any additional questions, comments, or suggestions by email at corpgov@chevron.com or by telephone by calling 1-877-259-1501. Incorpgov@chevron.com. For questions to be submitted for the Annual Meeting, please see “We Welcome Questions from Stockholders” above.

Subject to any different procedures included in the rules of the meeting that may be posted online on the date of the Annual Meeting, in the event of a technical malfunction or other situation that the meeting Chair determines may affect the ability of the meeting to satisfy the requirements for a stockholder meeting to be held by means of remote communication under the Delaware General Corporation Law or that otherwise makes it advisable to adjourn the meeting, the Chair will convene the Annual Meeting will be adjourned, to reconvene at 8:0030 a.m. PDT on the date specified belowabove at the Company’s headquarters in San Ramon, California, solely for the purpose of further adjourning the meeting to reconvene at a date, time, and physical or virtual location announced by the meeting Chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investor relationsInvestor Relations page of the Company’s website at www.chevron.com/ investors/stockholder-services.

Chevron Corporation 2024 Proxy Statement

125

appendix A

reconciliation of non-GAAP financial measures

Free Cash Flow The cash provided by operating activities less capital expenditures, which represents the cash available to creditors and investors after investing in the business. The Company believes this measure is useful to monitor the financial health of the Company and its performance over time.

$ millions

2023

Net cash provided by operating activities

35,609

Less: Capital expenditures

15,829

Free Cash Flow

19,780

Net Debt Ratio Total debt less cash and cash equivalents and marketable securities as a percentage of total debt less cash and cash equivalents and marketable securities, plus Chevron Corporation Stockholders’ Equity, which indicates the Company’s leverage, net of its cash balances. The Company believes this measure is useful to monitor the strength of the Company’s balance sheet.

$ millions

2023

Short-term debt

529

Long-term debt

20,307

Total Debt

20,836

Less: Cash and cash equivalents

8,178

Less: Marketable securities

45

Total adjusted debt

12,613

Total Chevron Corporation Stockholders’ Equity

160,957

Total adjusted debt plus total Chevron Corporation Stockholders’ Equity

173,570

Net Debt Ratio

7.3%

Chevron Corporation 2024 Proxy Statement

A-1

LOGO

LOGO

LOGO

Chevron CHEVRON CORPORATION 6001 BOLLINGER CANYON ROADSAN RAMON, CA 94583-2324 SCAN TO VIEW MATERIALS &VOTE VOTE BY INTERNET, TELEPHONE, OR MAIL VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the internet to transmit your voting instructions and for electronic delivery of information up until11:59 p.m. Eastern Daylight Time the day before the meeting date or on the applicable Employee Voting Plan cutoff date. Have your proxy card in hand when you access the website and then follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting- Go to www.virtualshareholdermeeting.com/CVX2024 You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY TELEPHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time the day before the meeting date or on the applicable Employee Voting Plan cutoff date. Have your proxy card in hand when you call and then follow the instructions VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS V401 06-P07188-Z87078 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. CHEVRON CORPORATION If you wish to vote in accordance with the Board of Directors’ recommendations on all matters, you need only sign, date, and return this proxy card. Your Board recommends you vote FOR the election of the following Board Nominees for Director 1a through 11: 1a. Wanda M. Austin 1b. John B. Frank 1c. Alice P. Gast Your Board recommends you vote FOR Board proposals 2 and 3: For Against Abstain 1d. Enrique Hernandez, Jr. Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm 1e. Marillyn A. Hewson Advisory Vote to Approve Named Executive Officer Compensation 1fJon M. Huntsman Jr. Your Board recommends you vote AGAINST items 4-7: For Against Abstain 1g. Charles W. Moorman 4 .Report on Voluntary Carbon Reduction Risks 1h. Dambisa F. Mayo Report on Plastic Demand Scenario 1i . Debra Reed-Kiages Commission a Third-Party Report on Human Rights Practices 1j. D. James Umpleby III Report on Tax Practices 1k. Cynthia J. Warner 1l.Michael K. Wirth Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners) Date

LOGO

Dear Stockholder: The lower portion of this form is your proxy card for voting at Chevron Corporation’s 2024 Annual Meeting of Stockholders. It is important that you vote. You may vote by internet, telephone, or mail by following the instructions printed on this form. If you vote by mail, please mark, sign, date, and return the proxy card (the lower portion of this form) using the enclosed postage-paid envelope or return it to Chevron Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. You must sign, date, and return the proxy card for your vote to be counted. Notice of Meeting and Important Notice Regarding Admission to the 2024 Annual Meeting virtual annual meeting We are pleased to announce that the Company will conduct its 2024 Annual Meeting on the below date and time solely by live audio webcast in lieu of an in-person meeting. Your Board believes this format will enhance and facilitate attendance by providing convenient access for all of our stockholders with access to the internet. We have planned and designed the meeting to encourage stockholder participation, protect stockholder rights, and promote transparency. we encourage participation Stockholders of record owning Chevron common stock at the close of business on Monday, April 1, 2024, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, stockholders should go to the meeting website at www.virtualshareholdermeeting.com/CVX2024, enter the 16-digit control number found on your proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials, and follow the instructions on the website. If your voting instruction form or Notice Regarding the Availability of Proxy Materials does not indicate that you may vote those shares through the www.proxyvote.com website and it does not include a 16-digit control number, you should contact your bank, broker, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. The Annual Meeting will be opened for access beginning at 7:45 a.m. PDT on May 29, 2024. Proponents of the stockholder proposals included in the Proxy Statement will be given the option to prerecord or call in live through a dedicated line to ensure their ability to present their proposals. we welcome questions from stockholders We will have a question and answer session during the Annual Meeting. Questions may be submitted in advance of the meeting at www.proxyvote.com or live during the meeting at www.virtualshareholdermeeting.com/CVX2024. If we are not able to get to every question submitted, we will post a summary of the remaining questions and answers on www.chevron.com/investors/stockholder-services. technical difficulties and additional questions If you have difficulty accessing the Annual Meeting, please call 844-976-0738 (toll free) or 303-562-9301 (international). Technicians will be available to assist you. Please submit any additional questions, comments, or suggestions by email at corpgov@chevron.com. For questions to be submitted for the Annual Meeting, please see “We Welcome Questions from Stockholders” above. Subject to any different procedures included in the rules of the meeting that may be posted online on the date of the Annual Meeting, in the event of a technical malfunction or other situation that the meeting Chair determines may affect the ability of the meeting to satisfy the requirements for a stockholder meeting to be held by means of remote communication under the Delaware General Corporation Law or that otherwise makes it advisable to adjourn the meeting, the Annual Meeting will be adjourned, to reconvene at 8:30 a.m. PDT on the date specified below at the Company’s headquarters in San Ramon, California, solely for the purpose of further adjourning the meeting to reconvene at a date, time, and physical or virtual location announced by the meeting Chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investor Relations page of the Company’s website at www.chevron.com/investors/stockholder-services.

Sincerely,

Mary A. Francis

Corporate Secretary and Chief Governance Officer

Annual Meeting of Stockholders

•  Meeting Date:

Wednesday, May 26, 2021

•  Meeting Time:                                 

8:00 a.m. PDT (open for access beginning at 7:45 a.m.)

•  Meeting Location:

Online by live audio webcast (www.virtualshareholdermeeting.com/CVX2021)

· Meeting Date: Wednesday, May 29, 2024 · Meeting Time: 8:00 a.m. PDT (open for access beginning at 7:45 a.m.) · Meeting Location: Online by live audio webcast (www.virtualshareholdermeeting.com/CVX2024) Notice of Meeting and Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Wednesday, May 26, 2021:

29, 2024: The Notice of the 20212024 Annual Meeting, 20212024 Proxy Statement, and 20202023 Annual Report are available at www.proxyvote.com.

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D46293-P52734-Z79456    

V40107-P07188-Z87078 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CHEVRON CORPORATION

The undersigned stockholder of Chevron Corporation, revoking prior proxies previously granted, hereby appoints Michael K. Wirth, R. Hewitt Pate, and Mary A. Francis, and each of them, proxy holders of the undersigned, each with full power of substitution, to represent and to vote all the shares of Chevron Corporation common stock held of record bythat the undersigned on Monday, March 29, 2021,is entitled to vote at Chevron Corporation’s Annual Meeting of Stockholders, to be held on Wednesday, May 26, 2021,29, 2024, and any adjournment or postponement thereof. The proxy holders will vote as directed by the undersigned. If the undersigned signs, dates, and returns this proxy card but gives no directions for voting, the proxy holders will vote in accordance with the Board’s recommendations. The proxy holders willare each authorized to vote in accordance with their discretion on such other matters as may properly come before the meeting and any adjournment or postponement thereof, including, without limitation, any proposal to adjourn the meeting to a later time and place for the purpose of soliciting additional proxies unlessor the undersigned strikes out this sentence.

election of a substitute nominee if any nominee herein becomes unable to serve. If shares of Chevron Corporation common stock are issued to or held for the account of the undersigned under employee stock or retirement benefit plans and voting rights are attached to such shares (an “Employee Voting Plan”), the undersigned hereby directs the respective fiduciary of each applicable Employee Voting Plan to vote all shares of Chevron Corporation common stock held in the undersigned’s name and/or account under such Voting Plan in accordance with the instructions given herein, at Chevron Corporation’s Annual Meeting of Stockholders and any adjournment or postponement thereof, on all matters properly coming before the meeting, including but not limited to the matters set forth on the reverse side. If the undersigned has shares in an Employee Voting Plan and does not vote those shares, the Employee Voting Plan fiduciary may or may not vote the shares, in accordance with the terms of the Employee Voting Plan. All votes of Employee Voting Plan shares must be received by the respective fiduciary by 11:59 p.m. EDT, Sunday,Thursday, May 23, 2021,2024, or other Employee Voting Plan cutoff date determined by the Employee Voting Plan fiduciary, in order to be counted. Employee Voting Plan shares may not be voted at the meeting.

Your telephone or Internetinternet vote authorizes the named proxy holders and/or the respective Employee Voting Plan fiduciary to vote the shares in the same manner as if you marked, signed, and returned your proxy form.

If you vote your proxy via telephoneinternet or Internet,telephone, you do not need to mail back your proxy card.

If you vote by mail, please mark, sign, date, and return the proxy card on the reverse side and return it using the enclosed postage-paid envelope or return it to Chevron Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.