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 operations, assets, and strategy, 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 vary or differ materially from those expressed or forecasted herein. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “advances,” “commits,” “drives,” “aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “progress,” “design,” “enable,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “trajectory,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential,” “ambitions,” “future,” “aspires,” and similar expressions, and variations or negatives of these words, are intended to identify such forward-looking 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 and in subsequent filings with the U.S. Securities and Exchange 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 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 metrics may be based on protocols, processes, and assumptions that continue to evolve and are subject to change in the future. 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.
director compensation
objectives
Compensation 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 Director ownership of Chevron common stock.
overview
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-employee Director 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.
Our Chief Executive Officer is not paid additional compensation for service as a Director.
cash retainer
Non-employee Directors receive 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 Chairperson.
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, and Director. In 2024, for active employees and non-employee Directors, we matched contributions to eligible entities and grants for volunteer time, up to a maximum of $10,000 per year.
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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 42 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 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. The 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. Moreover, the Board does not believe that having the CEO also serve as Chairman inhibits the flow of information and interactions among 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.
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 provide 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, during 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. Austin. The Board routinely reviews the Lead Director’s responsibilities to confirm that these responsibilities enhance her independent oversight of the CEO and management and the flow of information and interactions among 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 planning for both ordinary course succession, in the event of planned promotions and retirements, and planning for situations in 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, agendas, and information provided to the Board. The schedules, agendas, and 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 the Board” section of this 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 six of the past seven years, the Board participated in expanded offsite strategy sessions that included presentations by third-party experts to discuss issues relevant to the global energy transition. 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 designed 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 leveraging 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 new businesses in renewable fuels, carbon capture and offsets, hydrogen, power generation for data centers, and emerging technologies.
Our Board is heavily engaged in providing strategic guidance and oversight in support of progression and execution of our strategic plan on our stockholders’ behalf. We intend to be a leader by delivering energy to meet demand today and helping to develop lower
carbon solutions for tomorrow. We plan to do this by:
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Investing efficiently in high-return projects; |
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Lowering the carbon intensity of our operations through energy efficiency, methane management, flaring reduction, and other means; |
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Helping reduce the carbon emissions of major industries and hard-to-abate sectors by advancing new products and solutions, including renewable fuels, carbon capture and offsets, hydrogen, and other emerging technologies; and |
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Supporting innovation, transformational technology, and partnerships to scale lower carbon solutions. |
In 2021, Chevron announced planned capital spend of approximately $10 billion through 2028 to advance its lower carbon ambitions, which includes approximately $2 billion to lower the carbon intensity of its oil and gas operations and approximately $8 billion for lower carbon investments.
Lower carbon intensity of our operations:1 In 2021, we built upon and updated our 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. The Company’s PCI metric encompasses the Company’s upstream
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The Company’s ability to achieve any aspiration, target, or goal is subject to numerous risks and contingencies, many of which are outside of Chevron’s control. Examples of such risks include: (1) sufficient and substantial advances in technology, including the continuing progress of commercially viable technologies and low- or non-carbon-based energy sources; (2) laws, governmental regulation, policies, and other enabling actions, including those regarding subsidies, tax, and other incentives as well as the granting of necessary permits by governing authorities; (3) the availability and acceptability of cost-effective, verifiable carbon credits; (4) the availability of suppliers that can meet our sustainability-related standards; (5) evolving regulatory requirements, including changes to IPCC’s Global Warming Potentials and the U.S. EPA Greenhouse Gas Reporting Program, affecting ESG standards or disclosures; (6) evolving standards for tracking and reporting on emissions and emission reductions and removals; (7) customers’ and consumers’ preferences and use of the Company’s products or substitute products; (8) actions taken by the Company’s competitors in response to legislation and regulations; and (9) successful negotiations for carbon capture and storage and nature-based solutions with customers, suppliers, partners, and governments. Please refer to the risk factors regarding our strategy, aspirations, targets, and disclosures related to environmental, social, and governance matters included on pages 23-27 of Chevron’s Annual Report on Form 10-K for the year ended December 31, 2024. |
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corporate governance
and downstream business and includes direct emissions from production and refining (Scope 1), indirect emissions from imported electricity and steam (Scope 2), indirect emissions associated with the value chain (portions of Scope 3 categories 1, 4, and 9), and use of sold products (Scope 3 category 11). Our additional greenhouse gas (“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 (e.g., 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”) – described our upstream production 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 2023 CCRR, we provided an update to our net zero aspiration by 2050 for upstream Scope 1 and Scope 2 emissions, highlighted our efforts to advance the deployment of methane detection technology and actions to improve our performance, and explained our approach to assessing carbon performance on a lifecycle basis.
We set metrics for 2023 (which were achieved in 2020) and 2028. The table below summarizes Chevron’s principal GHG emissions intensity targets:
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Chevron’s Portfolio Carbon Intensity (Scope 1, 2, and 3) target for 2028 |
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| PCI |
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71 |
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g CO2e/MJ |
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Aspiration: Net-Zero Upstream business by 2050 (Scope 1 and 2) |
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Chevron’s Upstream Production GHG Intensity (Scope 1 and 2) targets for 2028 |
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Upstream Production GHG Intensity Equity-Based Targets |
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| Oil |
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24 |
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kg CO2e/boe for oil (global industry averages 46) |
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| Gas |
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24 |
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kg CO2e/boe for gas (global industry averages 71) |
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| Methane |
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2 |
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kg CO2e/boe for methane and a global methane detection campaign |
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| Flaring |
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3 0 |
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kg CO2e/boe for overall flaring routine flaring by 2030 as outlined in the World Bank’s “Zero Routine Flaring by 2030” initiative |
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= carbon dioxide-equivalents MJ = megajoules boe = barrels of oil-equivalent kg = kilogram g = gram |
Grow new businesses: We are also focused on developing new businesses targeting harder-to-abate sectors, such as manufacturing, aviation, marine transport, and heavy-duty transportation. This includes commercialization opportunities in renewable fuels, carbon capture and offsets, hydrogen, power generation for data centers, and emerging technologies such as lithium and geothermal. These businesses provide opportunities to support our objective: safely deliver higher returns, lower carbon, and superior stockholder value in any business environment.
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.
Since 2019, the Management Compensation Committee has included milestones related to GHG management for the Chevron Incentive Plan (“CIP”) scorecard. To help monitor 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 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 global net zero emissions ambitions of the Paris Agreement will require breakthroughs in technology and innovation, implementation of ambitious government policies, 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 demand for energy and address climate goals. That’s why we intend to be the partner of choice for those with complementary strengths and shared ambitions.
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corporate governance
human capital management
The Board understands that successful execution of Chevron’s strategy requires the engagement of a skilled, high-performing workforce. The Board reviews executive succession planning at least twice per year, periodically receives updates on workforce, culture, and employee engagement, and interacts with employees at least twice per year during site visits and briefings at Company facilities.
We invest in our workforce and culture, with the objective of engaging employees to develop their full potential to deliver energy solutions and enable human progress. 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.
hiring, development, and retention
Our approach to attracting, developing, and retaining a global, diverse workforce of high-performing talent is anchored by an environment of personal growth and engagement. Our philosophy is to offer compelling career opportunities and a competitive total compensation and benefits package linked to individual and enterprise performance. We recruit new employees in part through partnerships with universities and diversity associations. In addition, we recruit experienced hires to provide specialized skills.
In addition, for business continuity, management regularly reviews the talent pipeline, identifies and develops succession candidates, and builds succession plans for key positions. The Board is actively involved in reviewing and approving executive compensation, personnel selections, and succession plans so that we have leadership in place with the requisite skills and experience. In addition to the annual review of the CEO’s performance 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.
diversity and inclusion
Diversity and inclusion at Chevron means zero tolerance for discrimination based on race, sex, or other protected characteristics, and a deep respect for the cultures in which we operate. Chevron rejects the use of quotas and focuses on removing barriers to equal opportunity, fostering diversity, and ensuring that selection decisions are based on merit.
We believe human ingenuity has the power to solve difficult problems when diverse people, ideas, and experiences work together in an inclusive environment. With our global employee base, Chevron believes inclusive leadership development enhances performance innovation. Leadership programs encourage professional development, accelerate capabilities, and help cultivate a robust talent pipeline.
We have 11 employee networks (voluntary groups open to all employees with shared interests). The Chairman’s Inclusion Council provides 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 discuss how employee networks can reinforce the Company’s values and achieve its business objectives.
employee engagement
Employee engagement is an indicator of employee well-being and commitment to the Company’s values, purpose, and strategies. We regularly conduct employee surveys to assess the health of the Company’s culture. Our surveys indicate high levels of employee engagement compared to our industry.
We prioritize the health, safety, and well-being of our employees. Our safety culture empowers every member of our workforce to exercise 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 safety and health of our workforce and the protection of communities, the environment, and the Company’s assets.
Additionally, we offer long-standing employee support 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 an Employee Assistance Program, a confidential consulting service that can help employees resolve a broad range of personal, family, and work-related concerns.
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executive compensation
The change in pension value disclosed in the Summary Compensation Table on page 73 is not a current cash payment. It represents the change in the NEOs’ calculated pension value, which is paid only after retirement. The MCC made no changes or adjustments to pension policy or benefits. The sizeable change in pension value in 2024 reflects a combination of actuarial factors, including:
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An additional year of service, which increased the present value of pension benefits; and |
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Salary increases and CIP awards post compensation freeze and zero bonus in March 2021 due to pandemic and business performance, which increased the pensionable earnings. |
Pension values will continue to fluctuate up or down, in any given year until an NEO’s retirement, based on actuarial factors described in further detail in the footnotes to the Summary Compensation Table on page 73. Among the factors discussed, we anticipate Mr. Wirth’s pensionable earnings will level off in future years. As a result, the Company expects to report substantially lower CEO pension accrual for 2025 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”).
In addition, NEOs are eligible for Human Resources policies and programs applicable to all U.S. payroll exempt employees, such as our relocation program and expatriate benefits. In 2024, Mr. Wirth and Mr. Nelson received relocation benefits associated with moving the Company’s headquarters from the San Francisco Bay Area to Houston, Texas. These standard benefits, which align with those offered to all U.S. Chevron employees as part of our U.S. relocation program, include shipment of household goods, home purchase assistance, temporary lodging and travel, and other miscellaneous relocation benefits. No home-loss buyout benefits or tax gross-ups on any relocation benefits were provided to Mr. Wirth or Mr. Nelson. Additional relocation benefits, to primarily cover closing costs and commissions associated with home sales, are expected to be incurred by Mr. Wirth and Mr. Nelson in 2025.
Ms. Bonner and Messrs. Nelson, Hearne, and Breber served on expatriate assignments in prior years, during which they 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 73 and 86, respectively.
perquisites
We provide certain perquisites to eligible members of senior management, including the NEOs, as discussed below and with respect to certain “Benefit Programs” described above. The MCC regularly reviews our perquisite practices, costs, and disclosures to ensure they are reasonable and support stockholders’ interests.
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 that the Board has endorsed; in particular, these security measures include residential 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 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.
Our security surveillance program covering certain executive officers and other employees includes personnel and related services that are in addition to the security services provided at our offices and at business-related events. The need for these services arises out of the NEOs’ employment responsibilities. They have been put in place at the recommendation of Chevron’s security advisors and remain relevant in response to continuing incidents and threats targeting certain Chevron personnel. Notably, in 2024, there were multiple security incidents that directly impacted the personal risk to our CEO and other senior executives, including the disruption of executive events and CEO speaking engagements, as well as an increase in physical protest activity. Recent security incidents involving other high-profile leaders have demonstrated the increase in security threats encountered by senior executives of large, multinational corporations. As with security provided when appropriate at business events and during business travel, we adjust our executive officers’ security arrangements as circumstances warrant.
While we view security services, including those associated with the security surveillance program, as appropriate business-related expenses for the benefit of the Company, we have determined, based on past SEC statements, to classify these services as perquisites for our CEO, Mr. Wirth, and the other NEOs for SEC reporting purposes. Accordingly, expenses related to security costs are reported as compensation in the “All Other Compensation” column of the Summary Compensation Table.
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 300 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” in this Proxy Statement on pages 76 and 77, we report the value of each NEO’s perquisites for 2024, as well as additional details regarding these perquisites.
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executive compensation
| (4) |
Reflects the actuarial present value of the accumulated benefit as of December 31, 2024, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to Chevron’s audited 2024 financial statements. For the CUKPP and URB, a 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 Ms. Bonner and 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, 2024. These assumptions include the discount rate of 5.6% as of December 31, 2024. 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, 2024, and the distribution of the CUKPP’s projected future benefit payments. Benefits in the CUKPP 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 2.8% per annum from December 31, 2024, 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. |
Our NEOs are eligible for a pension after retirement and participate in both the Chevron Retirement Plan (a defined-benefit pension plan that is intended to be tax-qualified under Code section 401(a)) and the Chevron Retirement Restoration Plan (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 Code limitations on benefits and earnings. In addition to the U.S.-based plans, Ms. Bonner and Mr. Hearne are eligible for benefits under the CUKPP (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 Messrs. Wirth, Nelson, and Breber the age 65 retirement benefits are calculated as a single life annuity equal to 1.6% of the participant’s highest average earnings multiplied by years of credited service, minus an offset for Social Security benefits. For this purpose, HAE is the average of the highest base salary and CIP awards over 36 consecutive months. On December 31, 2024, the applicable annualized averages were: Mr. Wirth, $5,672,778, and Mr. Nelson, $2,945,467. Mr. Breber retired March 29, 2024, and his annualized annual average under the CRP was $2,329,367.
The CRP benefit reflects the earnings limitation imposed by the Code for qualified plans. On December 31, 2024, the applicable annualized earnings, after reflecting the average of the last three-year Code compensation limitations, was $326,667. 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% per year from age 50 to age 60, and unreduced at age 60.
For employees who became eligible for U.S. benefits on or after January 1, 2008, including Ms. Bonner and 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, 2024, the applicable averages were: Ms. Bonner, $1,565,909; Mr. Hearne, $1,828,573; and Mr. Pate, $2,329,367.
The CRP benefit reflects the earnings limitation imposed by the Code for qualified plans. On December 31, 2024, the applicable annualized earnings, after reflecting the average of the last five-year Code compensation limitations, were $311,000 for Ms. Bonner and Messrs. Hearne and 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 they 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, joint and survivor annuity, life and term-certain annuity, or a uniform income 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 Code’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 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-sum equivalent in a single payment or in up to 10 annual installments.
Chevron Corporation 2025 Proxy Statement
87
CEO pay ratio
The ratio of the annual total compensation for the CEO to the annual total compensation of our median employee was 200:1 for 2024, calculated by dividing our CEO 2024 annual total compensation of $32,716,940 by the 2024 annual total compensation of our median employee of $163,744.1
The SEC’s rules for identifying the median 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 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, 2024, which included approximately 44,200 individuals located in 49 countries, of which 25,574 employees were on U.S. payroll and 16,542 were on non-U.S. payrolls. Utilizing the “de minimis exemption” as permitted by SEC rules, we excluded approximately 4.7% of the total employee population in the non-U.S. jurisdictions with small employee populations. As a result, we excluded 2,084 individuals in 29 non-U.S. countries. The excluded countries and their employee populations were as follows: Bahrain (6), Bangladesh (469), Belgium (132), Cambodia (47), Cameroon (9), China (323), Cyprus (11), Egypt (65), El Salvador (89), Equatorial Guinea (76), Finland (2), Germany (107), Greece (10), Guatemala (51), Honduras (29), Hong Kong (74), India (8), Mexico (55), Netherlands (105), Norway (2), Pakistan (104), Panama (37), Republic of Congo (39), Republic of Korea (10), Russian Federation (28), Sri Lanka (75), Taiwan (1), United Arab Emirates (67), and Vietnam (53). As a result of these exclusions, the employee population used to identify the median employee was composed of 42,116 individuals. We included employees from the following non-U.S. countries: Angola, Argentina, Australia, Bermuda, Brazil, Canada, Colombia, France, Indonesia, Israel, Japan, Kazakhstan, Kuwait, Malaysia, Nigeria, Philippines, Singapore, Thailand, the United Kingdom, and Venezuela.
We identified the median employee using 2024 total cash compensation as our consistently applied compensation measure, calculated for employees as the sum of (i) 2024 annual base salary determined as of October 1, 2024, and (ii) the actual annual cash bonus paid in the first quarter of 2024, provided, however, that for hourly employees who work for Chevron Australia Downstream Stores Pty Ltd., Chevron Singapore Pte. Ltd., and Chevron Stations Inc., their total cash compensation was instead based on actual wages and bonus paid during 2024. The compensation in non-U.S. currencies was converted to U.S. dollars using an average foreign exchange rate for the month of October 2024.
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 employee is calculated in the same manner as CEO annual total compensation in the Summary Compensation Table. |
Chevron Corporation 2025 Proxy Statement
97
board proposal to amend the company’s restated certificate of incorporation to provide for officer exculpation
(item 4 on the proxy card)
On December 4, 2024, the Board approved, and determined to recommend that stockholders approve, amendments to the Company’s Restated Certificate of Incorporation (“Charter”) that would eliminate the monetary liability of certain officers in circumstances similar to, but more limited than, the protections that the Charter already affords to our Directors (the “Proposed Amendments”).
Section 1 of Article VIII of the Charter currently includes exculpatory provisions that eliminate the personal liability of Directors for monetary damages for breaches of the fiduciary duty of care to the fullest extent permitted by the General Corporation Law of the State of Delaware (“DGCL”). Such director exculpatory provisions are common among large public companies, and we believe that the provisions allow the Company to recruit and retain highly qualified persons to serve as Directors. Under prior Delaware law, the statutory exculpatory provisions could only be extended to directors of corporations. However, effective August 1, 2022, the Delaware legislature amended the DGCL to permit Delaware corporations to extend similar, but more limited, exculpatory protections to officers, subject to the conditions and limitations under Section 102(b)(7) of the DGCL.
The Board believes that it is advisable and in the best interests of the Company and its stockholders to extend exculpation protection to officers, thereby limiting the liability of certain officers to the extent permitted by the DGCL. In the absence of such protection, individuals might be deterred from serving as officers due to exposure to personal liability and the risk of incurring substantial expense in defending lawsuits, regardless of merit. Like our Directors, the nature of their role often requires our officers to make decisions on crucial matters, frequently in response to time-sensitive opportunities and challenges, which can create substantial risk of opportunistic lawsuits that seek to impose liability with the benefit of hindsight. The Proposed Amendments would enable officers to exercise good business judgment and act in good faith, without the potential distractions posed by the risk of personal liability.
The Board believes that the Proposed Amendments strike the appropriate balance between furthering our goals of attracting and retaining high-quality officers, on the one hand, with promoting accountability, on the other. Consistent with the DGCL, the Proposed Amendments would exculpate certain officers only in connection with direct claims, including class actions, brought by stockholders for breaches of the fiduciary duty of care. The Proposed Amendments would not eliminate or limit liability with respect to claims involving: breaches of the duty of loyalty to the Company or our stockholders; acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; transactions from which the officer derived an improper personal benefit; or an unlawful dividend or stock repurchase. Further, the statutory exculpation does not extend to breach of fiduciary duty claims brought by the Company or to derivative claims brought by stockholders in the name of the Company.
Additionally, in accordance with the DGCL, the Proposed Amendments would only apply to certain officers, namely to a person who (during the course of conduct alleged to be wrongful) (i) is or was serving as our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Legal Officer, Chief Accounting Officer, Controller, or Treasurer, (ii) is or was identified in our public filings with the Securities and Exchange Commission as one of our most highly compensated executive officers, or (iii) has, by written agreement with the Company, consented to be identified as an officer for purposes of accepting service of process in Delaware.
Taking into account the narrow class and type of claims for which certain officers would be exculpated, the Board believes that the Proposed Amendments would benefit the Company and our stockholders by (i) enhancing our ability to attract and retain talented officers and (ii) potentially reducing future litigation costs associated with frivolous lawsuits.
The general description of the Proposed Amendments set forth above is qualified in its entirety by reference to the text of the Proposed Amendments as shown in Appendix B to this Proxy Statement, with additions indicated by underlining.
Chevron Corporation 2025 Proxy Statement
111
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 Conduct 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 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, contractors, and other business partners. Chevron implements its Human Rights Policy through a variety of processes, procedures, and tools, including risk and impact assessments. Even where Chevron experiences challenging conditions, its approach to respecting human rights is consistent.
Chevron’s Operational Excellence Management System (“OEMS”) systematically manages risk. This includes a focus on the environment and stakeholders to identify and manage risks, including potential social impacts across the lifecycle of operations. Most Chevron business units undergo an OEMS audit on a recurring schedule, and subject matter experts review the effectiveness of processes and safeguards, including implementation of human rights policy expectations.
Chevron’s Enterprise Risk Management process includes an annual review with executive management and the Board that identifies financial, operational, market, political, and other risks inherent in its business. The Board oversees Chevron’s risk management policies and practices to ensure that the appropriate systems are employed. In addition, the Board’s Public Policy and Sustainability Committee assists the Board in overseeing 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 supporting statement includes multiple falsehoods and unsubstantiated allegations levied against Chevron affiliates, regardless of source, 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 Chevron has the right policies and management systems in place to assess and manage implementation of our commitment to respecting human rights, and thus a separate report is both unnecessary and not an effective way to accomplish the purported objective of the proposal.
Therefore, your Board recommends that you vote AGAINST the proposal.
Chevron Corporation 2025 Proxy Statement
115
stockholder proposal to remove emission reduction targets
board of directors’ response
Your Board recognizes the potential risks associated with emissions reduction targets covering greenhouse gases. Chevron is investing to grow its oil and gas business, reduce the carbon intensity of its operations, and grow new businesses in renewable fuels, carbon capture and offsets, hydrogen, power generation for data centers, and emerging technologies. To advance its strategy, Chevron has established carbon intensity targets in line with strategic and business planning processes that guide its outlook for energy markets, technology, and policy. Chevron aims to inform stakeholders, including stockholders, about managing risks associated with its business, including potential climate change-related risks, its approach to lower carbon and associated targets, and performance data on a regular basis.
We believe we have the right strategy, policies, and management systems
Chevron’s approach to emissions reduction targets focuses on reducing the overall lifecycle carbon intensity of the energy it produces, including reducing the carbon intensity of its oil and gas production and its flaring and methane intensity. This approach seeks to create stockholder value by providing Chevron with the flexibility to grow its oil and gas businesses in order to meet the demand for energy while aiming to become an increasingly carbon-efficient operator.
Chevron regularly evaluates its aspirations, targets, and goals and expects to change or eliminate some of its aspirations, targets, and goals for various reasons, including market conditions; its strategy or portfolio; and financial, operational, policy, reputational, legal, and other factors.
Chevron’s strategic and business planning processes, including its risk management processes, guide its actions as Chevron pursues its objective to safely deliver higher returns, lower carbon, and superior stockholder value in any business environment.
Your Board believes Chevron has the right strategy, policies, and management systems in place, and Chevron will continue to evaluate its targets as global conditions and stockholders’ interests continue to evolve.
Therefore, your Board recommends that you vote AGAINST the proposal.
Chevron Corporation 2025 Proxy Statement
119
voting and additional information
attending the virtual annual meeting
The Annual Meeting will be held on Wednesday, May 28, 2025, online by live audio webcast. The meeting will begin promptly at 10:00 a.m. CDT.
important notice regarding admission to the 2025 annual meeting
virtual annual meeting
We are pleased to announce that the Company will conduct its 2025 Annual Meeting on May 28, 2025, at 10:00 a.m. CDT 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, March 31, 2025, 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/CVX2025, 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 9:45 a.m. CDT on May 28, 2025. 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
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/CVX2025. 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/corporate-governance.
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 10:30 a.m. CDT on May 28, 2025, at the Company’s headquarters in Houston, TX, 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/corporate-governance.
Chevron Corporation 2025 Proxy Statement
127
Pay vs Performance Disclosure
|
12 Months Ended |
|
Dec. 31, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
|
Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Pay vs Performance Disclosure, Table |
|
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 philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation–Compensation Discussion and Analysis” starting on page 47.
|
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|
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|
|
|
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|
|
|
|
|
|
|
| |
|
|
|
|
|
Value of initial fixed
$100 investment
based on: |
|
Other performance
measures |
| |
|
Summary compensation table total for CEO (1) |
|
|
|
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) |
|
|
|
Return on capital employed (ROCE) (8) |
|
|
|
|
|
|
|
|
|
| |
|
|
$ |
32,716,940 |
|
|
|
$ |
32,819,290 |
|
|
|
$ |
7,940,633 |
|
|
|
$ |
8,381,055 |
|
|
|
$ |
150 |
|
|
|
$ |
153 |
|
|
|
$ |
17.7 |
|
|
|
|
10.1 |
% |
|
|
|
|
|
|
|
|
|
| |
|
|
$ |
27,385,655 |
|
|
|
$ |
(23,775,565 |
) |
|
|
$ |
9,582,811 |
|
|
|
$ |
(3,233,256 |
) |
|
|
$ |
148 |
|
|
|
$ |
151 |
|
|
|
$ |
21.4 |
|
|
|
|
11.9 |
% |
|
|
|
|
|
|
|
|
|
| |
|
|
$ |
24,192,742 |
|
|
|
$ |
87,365,079 |
|
|
|
$ |
8,065,929 |
|
|
|
$ |
25,159,420 |
|
|
|
$ |
171 |
|
|
|
$ |
145 |
|
|
|
$ |
35.5 |
|
|
|
|
20.3 |
% |
|
|
|
|
|
|
|
|
|
| |
|
|
$ |
22,610,285 |
|
|
|
$ |
54,351,572 |
|
|
|
$ |
8,654,188 |
|
|
|
$ |
17,681,842 |
|
|
|
$ |
108 |
|
|
|
$ |
92 |
|
|
|
$ |
15.6 |
|
|
|
|
9.4 |
% |
|
|
|
|
|
|
|
|
|
| |
|
|
$ |
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 were calculated by making the following adjustments to amounts reported for Mr. Wirth in the “Summary Compensation Table” in the “Total” column: |
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| 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 |
|
|
|
|
|
|
|
| |
|
|
|
$32,716,940 |
|
|
|
|
$(18,657,345) |
|
|
|
|
$24,669,488 |
|
|
|
|
$(6,719,876) |
|
|
|
|
$810,083 |
|
|
|
|
$32,819,290 |
|
| |
(a) |
Represents the sum of the amounts reported in the “Summary Compensation Table” in the “Stock Awards” and “Option Awards” columns. |
| |
(b) |
Represents 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: |
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|
|
|
|
|
|
|
|
| |
|
Year-end fair value of equity awards granted in the year and unvested at year-end |
|
|
|
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 |
|
|
|
|
|
|
|
|
| |
|
|
|
$20,514,805 |
|
|
|
$ |
(129,038 |
) |
|
|
|
— |
|
|
|
$ |
4,339,116 |
|
|
|
$ |
(55,395 |
) |
|
|
|
— |
|
|
|
$ |
24,669,488 |
|
| |
(c) |
Represents the amount reported in the “Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column. |
| |
(d) |
Represents 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: |
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|
|
|
|
|
| |
|
|
|
|
|
Total pension benefit adjustments |
|
|
|
|
| |
|
|
|
810,083 |
|
|
|
|
— |
|
|
|
|
810,083 |
|
| (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 2024, Ms. Bonner and Messrs. Nelson, Hearne, Pate, and Breber; 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 Ms. Bonner and Mr. Hearne, amounts include U.K. pension benefits. |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 |
|
|
|
|
|
|
|
| |
|
|
$ |
7,940,633 |
|
|
|
$ |
(4,213,819 |
) |
|
|
$ |
5,633,988 |
|
|
|
$ |
(1,198,160 |
) |
|
|
$ |
218,413 |
|
|
|
$ |
8,381,055 |
|
| |
(a) |
The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 |
|
|
|
|
|
|
|
|
|
| |
|
$ |
4,633,369 |
|
|
$ |
40,035 |
|
|
|
— |
|
|
$ |
973,236 |
|
|
$ |
(12,652 |
) |
|
|
— |
|
|
$ |
5,633,988 |
|
| |
(b) |
The amounts deducted or added in calculating the total pension benefit adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Average prior service cost |
|
Total average pension benefit
adjustments |
|
|
|
|
| |
|
|
$ |
218,413 |
|
|
|
|
— |
|
|
|
$ |
218,413 |
|
| (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. |
| (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) |
Revised as described in footnote 6(g) of the “Summary Compensation Table” in this Proxy Statement. |
|
|
|
|
|
| Company Selected Measure Name |
|
ROCE
|
|
|
|
|
| Named Executive Officers, Footnote |
|
for 2024, Ms. Bonner and Messrs. Nelson, Hearne, Pate, and Breber; 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.
|
|
|
|
|
| Peer Group Issuers, Footnote |
|
Competitor Peer Group refers to BP, ExxonMobil, Shell, and TotalEnergies.
|
|
|
|
|
| PEO Total Compensation Amount |
|
$ 32,716,940
|
$ 27,385,655
|
$ 24,192,742
|
$ 22,610,285
|
$ 29,017,031
|
| PEO Actually Paid Compensation Amount |
|
$ 32,819,290
|
(23,775,565)
|
87,365,079
|
54,351,572
|
7,582,335
|
| Adjustment To PEO Compensation, Footnote |
|
| (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 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 |
|
|
|
|
|
|
|
| |
|
|
|
$32,716,940 |
|
|
|
|
$(18,657,345) |
|
|
|
|
$24,669,488 |
|
|
|
|
$(6,719,876) |
|
|
|
|
$810,083 |
|
|
|
|
$32,819,290 |
|
| |
(a) |
Represents the sum of the amounts reported in the “Summary Compensation Table” in the “Stock Awards” and “Option Awards” columns. |
| |
(b) |
Represents 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-end fair value of equity awards granted in the year and unvested at year-end |
|
|
|
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 |
|
|
|
|
|
|
|
|
| |
|
|
|
$20,514,805 |
|
|
|
$ |
(129,038 |
) |
|
|
|
— |
|
|
|
$ |
4,339,116 |
|
|
|
$ |
(55,395 |
) |
|
|
|
— |
|
|
|
$ |
24,669,488 |
|
| |
(c) |
Represents the amount reported in the “Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column. |
| |
(d) |
Represents 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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Total pension benefit adjustments |
|
|
|
|
| |
|
|
|
810,083 |
|
|
|
|
— |
|
|
|
|
810,083 |
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
|
$ 7,940,633
|
9,582,811
|
8,065,929
|
8,654,188
|
9,053,126
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
|
$ 8,381,055
|
(3,233,256)
|
25,159,420
|
17,681,842
|
2,548,051
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
| (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 Ms. Bonner and Mr. Hearne, amounts include U.K. pension benefits. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 |
|
|
|
|
|
|
|
| |
|
|
$ |
7,940,633 |
|
|
|
$ |
(4,213,819 |
) |
|
|
$ |
5,633,988 |
|
|
|
$ |
(1,198,160 |
) |
|
|
$ |
218,413 |
|
|
|
$ |
8,381,055 |
|
| |
(a) |
The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 |
|
|
|
|
|
|
|
|
|
| |
|
$ |
4,633,369 |
|
|
$ |
40,035 |
|
|
|
— |
|
|
$ |
973,236 |
|
|
$ |
(12,652 |
) |
|
|
— |
|
|
$ |
5,633,988 |
|
| |
(b) |
The amounts deducted or added in calculating the total pension benefit adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Average prior service cost |
|
Total average pension benefit
adjustments |
|
|
|
|
| |
|
|
$ |
218,413 |
|
|
|
|
— |
|
|
|
$ |
218,413 |
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
Compensation Actually Paid and TSR (cumulative and peer) (1)
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
Compensation Actually Paid and Net Income (1)
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
Compensation Actually Paid and ROCE (1)
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
Compensation Actually Paid and TSR (cumulative and peer) (1)
|
|
|
|
|
| Tabular List, 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.
| 1. |
Earnings as detailed in “Definitions of Selected Financial Terms” in Exhibit 99.1 of Chevron’s Annual Report on Form 10-K for the year ended December 31, 2024. |
| 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. |
| 3. |
Free cash flow is a non-GAAP financial measure. See Appendix A for a reconciliation to U.S. GAAP. |
|
|
|
|
|
| Total Shareholder Return Amount |
|
$ 150
|
148
|
171
|
108
|
74
|
| Peer Group Total Shareholder Return Amount |
|
153
|
151
|
145
|
92
|
66
|
| Net Income (Loss) |
[1] |
$ 17,700,000,000
|
$ 21,400,000,000
|
$ 35,500,000,000
|
$ 15,600,000,000
|
$ (5,500,000,000)
|
| Company Selected Measure Amount |
|
10.1
|
11.9
|
20.3
|
9.4
|
(2.8)
|
| PEO Name |
|
Mr. Wirth
|
|
|
|
|
| Measure:: 1 |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Name |
|
Earnings
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Name |
|
ROCE
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Name |
|
Free cash flow
|
|
|
|
|
| Non-GAAP Measure Description |
|
Free cash flow is a non-GAAP financial measure. See Appendix A for a reconciliation to U.S. GAAP.
|
|
|
|
|
| PEO | Equity Awards Adjustments |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
$ 24,669,488
|
|
|
|
|
| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
20,514,805
|
|
|
|
|
| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(129,038)
|
|
|
|
|
| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
|
|
|
|
| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
4,339,116
|
|
|
|
|
| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(55,395)
|
|
|
|
|
| PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
|
|
|
|
| PEO | Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(18,657,345)
|
|
|
|
|
| PEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(6,719,876)
|
|
|
|
|
| PEO | Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
810,083
|
|
|
|
|
| PEO | Service Cost [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
810,083
|
|
|
|
|
| PEO | Prior Service Cost [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
|
|
|
|
| Non-PEO NEO | Equity Awards Adjustments |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
5,633,988
|
|
|
|
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
4,633,369
|
|
|
|
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
40,035
|
|
|
|
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
|
|
|
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
973,236
|
|
|
|
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(12,652)
|
|
|
|
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
|
|
|
|
| Non-PEO NEO | Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(4,213,819)
|
|
|
|
|
| Non-PEO NEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(1,198,160)
|
|
|
|
|
| Non-PEO NEO | Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
218,413
|
|
|
|
|
| Non-PEO NEO | Service Cost [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
218,413
|
|
|
|
|
| Non-PEO NEO | Prior Service Cost [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
$ 0
|
|
|
|
|
|
|
