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 No. )

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

 

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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)

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2020 proxy statement

notice of 2020 annual meeting of stockholders to be held on may 27, 2020

 

 

 

2020 notice of the chevron corporation

annual meeting of stockholders

wednesday, may 27, 2020

8:00 a.m. PDT

Chevron Park Auditorium, 6001 Bollinger Canyon Road, San Ramon, CA 94583-2324*

record date

Monday, March 30, 2020

agenda

 

•

Elect 10 Directors named in this Proxy Statement;

 

•

Vote on a Board proposal to ratify the appointment of PricewaterhouseCoopers LLC (“PwC”) as our independent registered public accounting firm for 2020;

 

•

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

 

•

Vote on seven 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 Annual Meeting. Due to space constraints and other security considerations, we are not able to admit the guests of either stockholders or their legal proxy holders.

 

important notice regarding admission to the 2020 annual meeting   Attending in Person   Stockholders or their legal proxy holders who wish to attend the Annual Meeting must preregister with and obtain an admission letter from Chevron’s Corporate Governance Department. Admission letters will be distributed on a first-come, first-served basis. Requests for admission letters must be received by Chevron no later than 5:00 p.m. PDT on Thursday, May 21, 2020. For complete instructions for preregistering and obtaining an admission letter, see page 92 of this Proxy Statement.   * Public Health Concerns of the COVID-19 Outbreak   In light of the emerging public health concerns of the COVID-19 (Coronavirus) outbreak, the Company may hold its Annual Meeting via remote telephonic or electronic (“Virtual”) access in lieu of an in-person meeting in San Ramon, CA. The Company would announce a decision to hold a Virtual Annual Meeting in a press release available at www.chevron.com as soon as practicable prior to the Annual Meeting. In that event, the 2020 Annual Meeting of Stockholders would be held in a Virtual meeting format only, on the above date and time, via live audio webcast. Stockholders or their legal proxy holders could participate, submit questions, vote, and examine our stocklist at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CVX2020 and using their 16-digit control number, but only if the meeting is held in a Virtual format.

voting

Stockholders owning Chevron common stock at the close of business on Monday, March 30, 2020, or their legal proxy holders, are entitled to vote at the Annual Meeting. Please refer to pages 88 through 89 of this Proxy Statement for information about voting at the Annual Meeting.

distribution of proxy materials

On Tuesday, April 7, 2020, 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 our Proxy Materials and vote on the Internet, or (3) for stockholders who receive materials electronically, an email with instructions to access our Proxy Materials and vote on the Internet.

By Order of the Board of Directors,

 

Mary A. Francis

Corporate Secretary and Chief Governance Officer

 

March 31, 2020

Dear Stockholder,

Normally this proxy statement comes to you in a new year amid market conditions that bear some resemblance to those of the prior year. Clearly that is not the case in 2020. We want to update you on how Chevron is responding to the unprecedented challenges the world is currently confronting.

We recognize investors have concerns about the broad decline in equity markets globally, and the uncertainty and turbulence created by the global pandemic. In our industry this exogenous demand shock is exacerbated by an unanticipated supply surge, creating an abrupt imbalance and a sharp downturn in commodity prices. As chairman and lead director, we want to assure you that your Board of Directors is fully engaged, and the company is taking decisive actions in response to these dynamic market conditions.

Your company is positioned to be resilient during these difficult times. Chevron entered this period of turbulence with a strong balance sheet, a low dividend break-even and a disciplined approach to managing capital and costs. We purposely built options into our plan to respond to unexpected conditions, and we’re activating these now.

We are reducing our 2020 capital and exploratory spending guidance by 20 percent by deferring short cycle investments and pacing projects not yet under construction. To maintain balance sheet strength, we’ve suspended our share repurchase program and expect to complete assets sales signed last year. In addition, the company is taking action to deliver $1 billion in cost improvements by the end of 2020.

These moves reflect our long-standing financial priorities and are focused on protecting the dividend, supporting the balance sheet, and prioritizing capital that drives long-term value for stockholders. Even in the face of the current headwinds, we intend to clearly demonstrate Chevron’s resilience to you, the stockholders whose investment supports everything we do.

Sincerely,

 

Michael K. Wirth Chairman and CEO		Ronald D. Sugar Lead Director

 

 

 

Chevron Corporation

6001 Bollinger Canyon Road, San Ramon, CA 94583

table of contents

 

Chevron Corporation

6001 Bollinger Canyon Road

San Ramon, CA 94583-2324

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 2020 Annual Meeting of Stockholders to be held on Wednesday, May 27, 2020, at 8:00 a.m. PDT at Chevron Park Auditorium, 6001 Bollinger Canyon Road, San Ramon, California, 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.”

public health concerns of the COVID-19 outbreak

In light of the emerging public health concerns of the COVID-19 (Coronavirus) outbreak, the Company may hold its Annual Meeting via remote telephonic or electronic access in lieu of an in-person meeting in San Ramon, CA. The Company would announce a decision to hold a Virtual Annual Meeting in a press release available at www.chevron.com as soon as practicable prior to the Annual Meeting. In that event, the 2020 Annual Meeting of Stockholders would be held in a Virtual meeting format only, on the above date and time, via live audio webcast. Stockholders or their legal proxy holders could participate, submit questions, vote, and examine our stocklist at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CVX2020 and using their 16-digit control number, but only if the meeting is held in a Virtual format.

special precautions due to COVID-19 concerns

In order to protect the health and safety of our employees and stockholders, we may take special precautions in connection with the Annual Meeting due to the health impact of the COVID-19 outbreak. These may include limiting the Annual Meeting to the items of business on the 2020 Notice of the Chevron Corporation Annual Meeting of Stockholders (with no separate business update provided) and imposing attendance restrictions in light of public health concerns.

 

Chevron Corporation—2020 Proxy Statement		1

proxy statement

 

items of business

Your Board is asking you to take the following actions at the Annual Meeting:

 

Item(s)		Your Board’s recommendation		Vote required
Item 1: Elect 10 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 4–10: Vote on seven 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 can vote your shares at its discretion ONLY on Item 2. If you do not give your bank, broker, or other holder of record instructions on how to vote your shares on Item 1 or Items 3 through 10, your shares will not be voted on those matters. 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 Item 1 or Items 3 through 10 (whether by abstention, broker nonvote, or otherwise) will have no impact on that particular item.

We are not aware of any matters that are expected to be presented for a vote 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 2020 Annual Meeting” section of the 2019 Proxy Statement.

 

2		Chevron Corporation—2020 Proxy Statement

The Board Nominating and Governance Committee (the “Governance Committee”) recommended, and the Board set, a current Board size of 10 Directors. Each of the 10 nominees was previously elected at Chevron’s 2019 Annual Meeting of Stockholders and is a current Director.

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—a circumstance we do not anticipate—the Board by resolution may reduce the number of Directors or choose a substitute. 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

 

 

director qualifications and nomination processes

 

 

Chevron Corporation—2020 Proxy Statement		3

election of directors

 

These skills, experiences, and expertise 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.

 

CEO / Senior Executive / Leader of Significant Operations		Chevron employs approximately 45,000 people in business units throughout the world. Chevron’s operations involve complex organizations and processes, strategic planning, and risk management.
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. Our business processes are complex and highly technical.
Government / Regulatory / Legal / Public Policy		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.
Finance / Financial Disclosure / Financial Accounting		Chevron’s business is multifaceted and requires complex financial management, capital allocation, and financial reporting processes.
Global Business / International Affairs		Chevron conducts business around the globe. Our business success is derived from an understanding of diverse business environments, economic conditions, and cultures and a broad perspective on global business opportunities.
Environmental		We place the highest priority on the health and safety of our workforce and 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.

The following matrix displays the most significant skills and qualifications that each Director 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.

 

 

 

4		Chevron Corporation—2020 Proxy Statement

		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.

 

strong board diversity		strong board refreshment
6 New Directors since 2015

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.

 

 

Chevron Corporation—2020 Proxy Statement		5

election of directors

 

nominees for director

The Governance Committee recommended, and the Board set, a current Board size of 10 Directors. Each of the Director nominees is a current Director.

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

 

		Wanda M. Austin Retired President and Chief Executive Officer, The Aerospace Corporation      Age: 65 Director Since: December 2016 Independent: Yes		Chevron Committees:   •  Board Nominating and Governance •  Public Policy (Chair)   Current Public Company Directorships:   •  Amgen Inc. •  Virgin Galactic Holdings, Inc.		Prior Public Company Directorships (within last five years):   •  None   Other Directorships and Memberships:   •  Horatio Alger Association •  National Academy of Engineering •  University of Southern California

Dr. Austin has held an adjunct Research Professor appointment at the University of Southern California’s 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 served as Interim President of the University of Southern California from August 2018 until July 2019. She served as President and Chief Executive Officer of The Aerospace Corporation (“Aerospace”), a leading architect for the United States’ national security space programs, from 2008 until her retirement in 2016. From 2004 to 2007, she was Senior Vice President, National Systems Group, at Aerospace. Dr. Austin joined Aerospace in 1979.

skills 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.

 

6		Chevron Corporation—2020 Proxy Statement

		election of directors

 

		John B. Frank Vice Chairman, Oaktree Capital Group, LLC   Age: 63 Director Since: November 2017 Independent: Yes		Chevron Committees:   •  Audit – audit committee financial expert   Current Public Company Directorships:   •  Oaktree Capital Group, LLC ¡   Oaktree Acquisition Corporation ¡  Oaktree Specialty Lending Corporation ¡   Oaktree Strategic Income Corporation		Prior Public Company Directorships (within last five years):   •  None   Other Directorships and Memberships:   •  The James Irvine Foundation •  Wesleyan University •  XPRIZE Foundation

Mr. Frank has been Vice Chairman since 2014, and Director since 2007, of Oaktree Capital Group, LLC (“Oaktree Capital”), a global investment management company with expertise in credit strategies. He is one of four members of Oaktree Capital’s 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 General Counsel. Prior to that, he served as a Partner of the Los Angeles law firm of Munger, Tolles & Olson LLP.

skills and qualifications

 

 

Business Leadership / Operations: Nineteen 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 20 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.

 

Chevron Corporation—2020 Proxy Statement		7

election of directors

 

		Alice P. Gast President, Imperial College London   Age: 61 Director Since: December 2012 Independent: Yes		Chevron Committees:   •  Board Nominating and Governance •  Public Policy   Current Public Company Directorships:   •  None		Prior Public Company Directorships (within last five years):   •  None   Other Directorships and Memberships:   •  National Academy of Engineering •  Royal Academy of Engineering

Dr. Gast has been President of Imperial College London, a public research university specializing in science, engineering, medicine, and business, since 2014. She was President of Lehigh University, a private research university, from 2006 until 2014 and 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.

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: Fourteen 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. Member of the National Academy of Engineering and the Royal Academy of Engineering.

 

8		Chevron Corporation—2020 Proxy Statement

		election of directors

 

		Enrique Hernandez, Jr.   Chairman and Chief Executive Officer, Inter-Con Security Systems, Inc.   Age: 64 Director Since: December 2008 Independent: Yes		Chevron Committees:   •  Management Compensation (Chair) •  Public Policy   Current Public Company Directorships:   •  McDonald’s Corporation		Prior Public Company Directorships (within last five years):   •  Nordstrom, Inc. •  Wells Fargo & Company   Other Directorships and Memberships:   •  Catalyst •  Harvard College Visiting Committee •  Harvard University Resources Committee •  John Randolph Haynes and Dora Haynes Foundation

Mr. Hernandez has been Chairman and Chief Executive Officer of Inter-Con Security Systems, Inc. (“Inter-Con”), a global provider of security and facility support services to governments, utilities, and industrial customers, since 1986. He was President of Inter-Con from 1986 until 2018 and was previously Executive Vice President and Assistant General Counsel from 1984 until 1986. He was an associate of the law firm of Brobeck, Phleger & Harrison from 1980 until 1984.

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. 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.

 

Chevron Corporation—2020 Proxy Statement		9

election of directors

 

		Charles W. Moorman IV Senior advisor to Amtrak and Retired Chairman and Chief Executive Officer, Norfolk Southern Corporation   Age: 68 Director Since: May 2012 Independent: Yes		Chevron Committees:   •  Audit (Chair) – audit committee financial expert   Current Public Company Directorships:   •  Duke Energy Corporation •  Oracle Corporation		Prior Public Company Directorships  (within last five years):   •  Norfolk Southern Corporation   Other Directorships and Memberships:   •  Focused Ultrasound Foundation •  Georgia Tech Foundation Inc. •  National Academy of Engineering •  Nature Conservancy of Virginia

Mr. Moorman has been senior advisor to 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 Norfolk Southern Corporation (“Norfolk Southern”), a freight and transportation company, until his retirement in 2015. He served as President of Norfolk Southern from 2004 until 2013. Prior to that, Mr. Moorman was Senior Vice President of Corporate Planning and Services from 2003 until 2004 and Senior Vice President of Corporate Services in 2003. Mr. Moorman joined Norfolk Southern in 1975.

skills 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.

 

10		Chevron Corporation—2020 Proxy Statement

		election of directors

 

		Dambisa F. Moyo Chief Executive Officer, Mildstorm LLC   Age: 51 Director Since: October 2016 Independent: Yes		Chevron Committees:   •  Audit – audit committee financial expert   Current Public Company Directorships:   •  3M Company		Prior Public Company Directorships (within last five years):   •  Barclays plc •  Barrick Gold Corporation •  SABMiller plc •  Seagate Technology   Other Directorships and Memberships:   •  None

Dr. Moyo has been Chief Executive Officer of 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 Goldman Sachs, a multinational investment bank and financial services company, in various roles, including as an economist. Prior to that she worked at the World Bank, an international financial institution in Washington, D.C., from 1993 until 1995.

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 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.

 

Chevron Corporation—2020 Proxy Statement		11

election of directors

 

		Debra Reed-Klages Retired Chairman, Chief Executive Officer and President, Sempra Energy   Age: 63 Director Since: December 2018 Independent: Yes		Chevron Committees:   •  Management Compensation •  Public Policy   Current Public Company Directorships:   •  Caterpillar Inc. •  Lockheed Martin Corporation		Prior Public Company Directorships (within last five years):   •  Halliburton Company •  Oncor Electric Delivery Company LLC •  Sempra Energy   Other Directorships and Memberships:   •  The Trusteeship, International Women’s Forum •  Rady Children’s Hospital and Health 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 Sempra Energy (“Sempra”), an energy services holding company whose operating units invest in, develop, and operate energy infrastructure and provide electric and gas services to customers in North and South America. Prior to that, she was Executive Vice President of Sempra from 2010 to 2011. From 2006 to 2010, she served as President and Chief Executive Officer of San Diego Gas and Electric and Southern California Gas Co. (“SoCalGas”), Sempra’s regulated California utilities. She joined SoCalGas in 1978 as an energy systems engineer.

skills and qualifications

 

 

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.

 

12		Chevron Corporation—2020 Proxy Statement

		election of directors

 

		Ronald D. Sugar Retired Chairman and Chief Executive Officer, Northrop Grumman Corporation   Lead Director Since: 2015   Age: 71 Director Since: April 2005 Independent: Yes		Chevron Committees:   •  Board Nominating and Governance (Chair) •  Management Compensation   Current Public Company Directorships:   •  Air Lease Corporation (retiring May 6, 2020) •  Amgen Inc. •  Apple Inc. •  Uber Technologies, Inc.		Prior Public Company Directorships  (within last five years):   •  None   Other Directorships and Memberships:   •  Los Angeles Philharmonic Association •  National Academy of Engineering •  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 Network and the 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—2020 Proxy Statement		13

election of directors

 

		D. James Umpleby III Chairman and Chief Executive Officer, Caterpillar Inc.   Age: 62 Director Since: March 2018 Independent: Yes		Chevron Committees:   •  Board Nominating and Governance •  Management Compensation   Current Public Company Directorships:   •  Caterpillar Inc.		Prior Public Company Directorships (within last five years):   •  None   Other Directorships and Memberships:   •  Business Roundtable •  The Business Council •  National Petroleum Council •  Peterson Institute for International Economics •  Rose-Hulman Institute of Technology •  U.S.-China Business Council •  U.S.-India Strategic Partnership Forum

Mr. Umpleby has been Chairman since 2018, and Chief Executive Officer since 2017, of 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 Group President of Caterpillar from 2013 until 2016, with responsibility for Caterpillar’s energy and transportation business segment, and Vice President from 2010 to 2013. He joined Solar Turbines Incorporated, now a Caterpillar subsidiary, in 1980 as an associate engineer.

skills and qualifications

 

 

Business Leadership / Operations: Chairman and CEO of 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 Inc.

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 Inc., requiring expertise in engineering and technology.

 

14		Chevron Corporation—2020 Proxy Statement

		election of directors

 

		Michael K. Wirth Chairman and Chief Executive Officer, Chevron Corporation   Age: 59 Director Since: February 2017 Independent: No		Chevron Committees:   •  None   Current Public Company Directorships:   •  None		Prior Public Company Directorships (within last five years):   •  None   Other Directorships and Memberships:   •  American Petroleum Institute •  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 Chairman and Chief Executive Officer of Chevron since February 2018. He was Vice Chairman in 2017 and 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 Executive Vice President of Downstream & Chemicals from 2006 to 2015. From 2003 until 2006, Mr. Wirth was President of Global Supply & Trading. Mr. Wirth 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 and advanced through a number of engineering, construction, marketing, and operations roles.

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—a circumstance we do not 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 the 10 Director nominees named in this Proxy Statement.

 

Chevron Corporation—2020 Proxy Statement		15

overview

 

 

non-employee director compensation

In 2019, 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 and Plan Rules (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 Director is elected through the day immediately preceding the next Annual Meeting.

 

Position		Cash Retainer(1)					RSUs(2)
Non-Employee Director			$	150,000				$	225,000
Lead Director			$	30,000					–
Audit Committee Chair			$	30,000					–
Management Compensation Committee Chair			$	25,000					–
Board Nominating and Governance Committee Chair			$	20,000					–
Public Policy Committee Chair			$	20,000					–

 

(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.

 

(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.

expenses and charitable matching gift program

 

 

16		Chevron Corporation—2020 Proxy Statement

		director compensation

 

compensation during the fiscal year ended december 31, 2019

The following table sets forth the compensation of our non-employee Directors for the fiscal year ended December 31, 2019.

 

Name		Fees earned or paid in cash ($)(1)					Stock awards ($)(2)					Option awards ($)(3)					All other compensation ($)(4)					Total ($)
Wanda M. Austin			$	85,000	(5)(6)			$	225,000				$	170,000	(6)(7)			$	10,643				$	490,643	(7)
John B. Frank			$	75,000	(8)			$	225,000				$	75,000				$	10,643				$	385,643
Alice P. Gast			$	150,000	(8)			$	225,000					—				$	10,643				$	385,643
Enrique Hernandez, Jr.			$	—				$	225,000				$	175,000	(6)			$	10,643				$	410,643
Charles W. Moorman IV			$	—				$	225,000				$	180,000	(6)			$	10,643				$	415,643
Dambisa F. Moyo			$	150,000				$	225,000					—				$	643				$	375,643
Debra Reed-Klages			$	150,000	(8)			$	225,000					—				$	10,643				$	385,643
Ronald D. Sugar			$	200,000	(6)(8)(9)			$	225,000					—				$	10,643				$	435,643
Inge G. Thulin(10)			$	75,000	(11)			$	225,000	(12)				—				$	643				$	300,643
D. James Umpleby III			$	150,000	(8)			$	225,000					—				$	10,643				$	385,643

 

(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 2019 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—Stock Compensation (“ASC Topic 718”), for financial reporting purposes. The grant date fair value of these RSUs was $118.31 per unit, the closing price of Chevron common stock on May 28, 2019. RSUs accrue dividend equivalents, the value of which is factored into the grant date fair value. For purposes of this table only, estimates of forfeitures related to service-based vesting conditions have been disregarded. RSUs are payable in Chevron common stock.

At December 31, 2019, the following Directors had the following number of shares subject to outstanding stock awards or deferrals:

 

 

(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 RSUs are settled in shares of Chevron common stock in either one or 10 annual installments following the Director’s retirement, resignation, or death. 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)

For Directors electing to receive stock options in lieu of all or a portion of the annual cash retainer, the stock options are granted on the date of the Annual Meeting at which the Director is elected, with 50 percent vested on November 29, 2019, and 50 percent vesting on May 26, 2020. The aggregate grant date fair value is being reported as compensation in 2019, the year of grant, notwithstanding the Annual Compensation Cycle covering the period from May 29, 2019, through May 26, 2020. 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 29, 2019. 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 29, 2019, have an exercise price of $116.77 and a grant date fair value of $14.87. 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 20.6 percent, a risk-free interest rate of 2.12 percent, and a dividend yield of 3.98 percent. For purposes of this table only, estimates of forfeitures related to service-based vesting conditions have been disregarded.

 

Dr. Austin and Messrs. Frank, Hernandez, and Moorman each elected to receive all or a part of their 2019 annual cash compensation in the form of stock options. The number of stock options granted in 2019 was 11,432 to Dr. Austin, 5,043 to Mr. Frank, 11,768 to Mr. Hernandez, and 12,104 to Mr. Moorman. One-half of the stock options vested on November 29, 2019, and the remaining half vests on May 26, 2020. Stock options expire after 10 years.

 

Chevron Corporation—2020 Proxy Statement		17

director compensation

 

At December 31, 2019, Dr. Austin had 11,432, Mr. Frank had 9,348, Mr. Hernandez had 91,937 and Mr. Moorman had 22,436 outstanding vested and unvested stock options. Under the NED Plan, 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.

 

(4)	All Other Compensation for 2019 includes the following items:

 

 

(a)

Amounts reflect the annualized premium for accidental death and dismemberment insurance coverage paid by Chevron.

 

(b)

Perquisites and personal benefits did not equal or exceed $10,000 for any Director in 2019.

 

(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 Directors in 2019.

 

(5)	Reflects Dr. Austin’s cash retainer covering the period from January 1, 2019, through May 28, 2019.

 

(6)	Amount includes the additional retainer paid for serving as a Board Committee Chair during 2019.

 

(7)

Dr. Austin elected to receive 100 percent of her cash retainer for the 2019 Annual Compensation Cycle in stock options in lieu of cash. Accordingly, the options were granted on May 29, 2019. As described in Footnote 3 above, this resulted in the aggregate grant date fair value of the options being reported as compensation in 2019, even though the Annual Compensation Cycle covers the period from May 29, 2019, through May 26, 2020.

 

(8)	Director has elected to defer all or a portion of the cash retainer under the NED Plan in 2019. None of the earnings under the NED Plan are above market or preferential.

 

(9)	Amount includes the additional cash retainer paid for serving as Lead Director during 2019.

 

(10)	Mr. Thulin resigned from the Board effective January 1, 2020.

 

(11)	Reflects Mr. Thulin’s cash retainer for the period from May 29, 2019, through December 31, 2019.

 

(12)	Mr. Thulin will not realize any value from his 2019 RSU grant, which was cancelled following his resignation from the Board, in accordance with the NED Plan.

 

18		Chevron Corporation—2020 Proxy Statement

overview

 

 

role of the board of directors

 

 

board leadership structure

 

 

Chevron Corporation—2020 Proxy Statement		19

corporate governance

 

independent lead director

 

 

human capital management

 

 

20		Chevron Corporation—2020 Proxy Statement

		corporate governance

 

 

board oversight of strategy

 

 

board oversight of risk

The Board of Directors and the Board Committees oversee Chevron’s risk management policies, processes, and practices to ensure that the appropriate risk management systems are employed throughout the Company. Chevron faces a broad array of risks, including market, operational, strategic, legal, regulatory, political, financial, and cybersecurity risks. The Board exercises its role of risk oversight in a variety of ways, including the following:

 

Board of Directors		•  Monitors overall corporate performance, the integrity of financial and other controls, and the effectiveness of the Company’s legal compliance and enterprise risk management programs, risk governance practices, and risk mitigation efforts, particularly with regard to those risks specified by the Company as “Risk Factors” in its Annual Report on Form 10-K   •  Oversees management’s implementation and utilization of appropriate risk management systems at all levels of the Company, including operating companies, business units, corporate departments, and service companies   •  Reviews specific facilities and operational risks as part of visits to Company 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’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, and technology/cybersecurity risk
Audit Committee		•  Assists the Board in fulfilling its oversight of financial risk exposures, including, but not limited to, those related to cybersecurity, the effectiveness of internal controls over financial reporting, and the implementation and effectiveness of Chevron’s compliance programs   •  Discusses Chevron’s policies with respect to financial risk assessment and financial risk management   •  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 to review cybersecurity implications and risk management on financial exposures   •  Meets with and reviews reports from Chevron’s independent registered public accounting firm and internal auditors   •  Reports its discussions to the full Board for consideration and action when appropriate

 

Chevron Corporation—2020 Proxy Statement		21

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 and management succession planning, delegations of authority and internal approval processes, stockholder proposals and activism, and Director and officer liability insurance   •  In conjunction with the Public Policy 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 (“MCC”)		•  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   •  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 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 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

board oversight of sustainability

 

 

board oversight of environmental issues

 

 

22		Chevron Corporation—2020 Proxy Statement

		corporate governance

 

 

director independence

 

 

Chevron Corporation—2020 Proxy Statement		23

corporate governance

 

board committees

 

 

board and committee meetings and attendance

 

 

board and committee evaluations

 

 

24		Chevron Corporation—2020 Proxy Statement

		corporate governance

 

Committees and membership		Committee functions
Audit Charles W. Moorman IV, Chair John B. Frank Dambisa F. Moyo		•  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 risk as it relates 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 experience that the Board may find valuable in the future   •  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 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 Debra Reed-Klages Ronald D. Sugar D. James Umpleby III		•  Conducts an annual review of the CEO’s performance   •  Reviews and recommends to the independent Directors the salary, short term and long term incentive compensation for the CEO   •  Reviews and approves salaries short term and long term incentive compensation for executive officers other than the CEO   •  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 interest   •  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 Wanda M. Austin, Chair Alice P. Gast Enrique Hernandez, Jr. Debra Reed-Klages		•  Identifies, monitors, and evaluates domestic and international environmental, social, human rights, political, and public policy matters 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, and expenditures for 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 business   •  Evaluates the effectiveness of the Public Policy Committee

 

Chevron Corporation—2020 Proxy Statement		25

corporate governance

 

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:

 

 

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 Comptroller), 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, members of Chevron’s Management Committee, and the Vice Presidents of Finance for the Upstream and the Downstream & Chemicals are prohibited from:

 

 

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

 

26		Chevron Corporation—2020 Proxy Statement

		corporate governance

 

environmental, social, and governance engagement

 

 

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, if any. 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.

 

Chevron Corporation—2020 Proxy Statement		27

corporate governance

 

related person transactions

 

 

28		Chevron Corporation—2020 Proxy Statement

		corporate governance

 

board nominating and governance committee report

 

 

Chevron Corporation—2020 Proxy Statement		29

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 31 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.

Respectfully submitted on March 24, 2020, by members of the Management Compensation Committee of your Board:

 

audit committee report

 

 

30		Chevron Corporation—2020 Proxy Statement

compensation discussion and analysis

executive summary

This CD&A covers Chevron’s business performance and associated compensation outcomes for the 2019 performance cycle. These compensation decisions reflect the Management Compensation Committee’s disciplined and rigorous application of Chevron’s compensation philosophy, program structure, and performance standards against 2019 Company performance and individual executive performance. The MCC recognizes that, since the end of 2019, Chevron’s stock price has declined significantly due to oil industry macro-economic factors and global concerns about the COVID-19 outbreak. The MCC is committed to exercising the same discipline and rigor for the 2020 performance cycle, which will be discussed in detail in the 2021 Proxy Statement.

business description and context

 

 

 

Note:

(1)	Brent futures prices are as of March 26, 2020.

 

 

Chevron Corporation—2020 Proxy Statement		31

executive compensation

 

 

 

Note:

(1)	Figures rounded.

 

32		Chevron Corporation—2020 Proxy Statement

		executive compensation

 

pay philosophy and plan design

 

 

The material components of our executive compensation program are summarized in the following chart.

 

 

The graphic below illustrates the timing and key governance elements of the executive compensation planning cycle:

 

 

 

 

Chevron Corporation—2020 Proxy Statement		33

executive compensation

 

The MCC believes a large majority of each NEO’s target compensation should be at risk based on Company performance (approximately 91 percent for the CEO and 84 percent for the other NEOs), and the majority of this at-risk compensation should be tied directly 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.

 

2019 CEO                  compensation mix		2019 other NEOs                     compensation mix

*Comprised of the following equity vehicles: 50% Performance Shares, 25% RSUs, 25% Stock Options

2019 named executive officers (NEOs)

 

Chevron’s Named Executive Officers, or NEOs

Michael K. Wirth, Chairman and Chief Executive Officer

Pierre R. Breber, Vice President and Chief Financial Officer*

Patricia E. Yarrington, Former 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

 

*	Mr. Breber succeeded Ms. Yarrington as Vice President and Chief Financial Officer effective April 1, 2019.

2019 NEO target compensation

The table below summarizes the 2019 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 38.

 

Name		Base salary					Target CIP					LTIP Target Value					Target Total   Compensation
Michael K. Wirth			$	1,600,000				$	2,400,000				$	15,000,000				$	19,000,000
Pierre R. Breber			$	1,000,000				$	1,100,000				$	3,963,120				$	6,063,120
James W. Johnson			$	1,200,000				$	1,440,000				$	5,148,000				$	7,788,000
Joseph C. Geagea			$	1,000,000				$	1,100,000				$	3,963,120				$	6,063,120
Mark A. Nelson			$	900,000				$	990,000				$	3,963,120				$	5,853,120

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 2019 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.

 

34		Chevron Corporation—2020 Proxy Statement