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
In 2022, each non-employee Director received annual compensation of $375,000, with 40%, or $150,000, paid in cash and 60%, or $225,000, paid in restricted stock units (“RSUs”). In line with historical practice, an additional cash retainer, in the amounts described herein, was paid to the independent Lead Director and each Committee Chair.
Each cash retainer is paid in monthly installments beginning with the date the non-employee Director is elected to the Board. Under the NED Plan, non-employee Directors can elect to defer receipt of any portion of their cash compensation. Deferral elections must be made by December 31 in the year preceding the year in which the cash to be deferred is earned. Deferrals are credited, at the non-employee Director’s election, into accounts tracked with reference to the same investment fund options available to participants in the Chevron Deferred Compensation Plan II, including a Chevron Common 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 Common 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. For active employees and non-employee Directors, we match contributions to eligible entities and grants for volunteer time, up to a maximum of $10,000 per year.
governance
The Governance Committee evaluates and recommends to the Board the compensation for non-employee Directors, and the Board approves the compensation. Our executive officers have no role in determining the amount or form of non-employee Director compensation.
Chevron Corporation 2023 Proxy Statement
22
corporate governance
human capital management
Chevron’s strategy requires the engagement of a skilled, high-performing workforce. The Board understands the importance of our workforce to the successful execution of our strategy and oversees our human capital strategy, including succession planning, our culture, and diversity and inclusion. The Board reviews executive succession planning at least twice per year, periodically receives updates on diversity, culture, and employee engagement, and interacts with employees at least twice per year during site visits and briefings at Company facilities, all of which is part of the Board’s oversight of human capital.
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 our employees work and establishes a common understanding of our culture and aspirations. We hire, develop, and strive to retain a diverse workforce of high-performing talent, and foster a culture that values diversity, inclusion, and employee engagement. 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.
As we strive to empower our team, we are proud of the external recognition we have received, including, among other accolades, ratings of 100% on the Human Rights Campaign Equality Index for the 17th year in a row and the Disability Equality Index for the fourth consecutive year. Additional information about our efforts to put our people at the center of everything we do can be found on the “Social” and “Diversity and Inclusion” pages on our website.
hiring, development, and retention
Our approach to attracting, developing, and retaining a global, diverse workforce of high-performing talent is anchored in a long-term employment model that fosters 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.
Our learning and development programs are designed to help employees achieve their full potential by building technical, operating and leadership capabilities at all levels to produce energy safely, reliably, and efficiently. Our management regularly reviews metrics on employee training and development programs, which are continually refined to meet the needs of our evolving business. We invest in developing leadership at every level. For example, we expanded our coaching program to reach deeper into the organization, including frontline supervisors, managers, and individual contributors.
In addition, to ensure 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 to ensure we have leadership in place with the requisite skills and experience. In addition to the annual review of the CEO led by the Lead Director, the CEO periodically provides the Board with an assessment of senior executives and their potential as successors for the CEO position, as well as perspectives on potential candidates for other senior management positions. Members of the Board also meet directly with potential candidates for senior management positions. Our development programs and succession planning practices prepare us to continue providing the energy that enables human progress around the world.
Management routinely reviews the retention of its professional population, which includes executives, all levels of management, and the majority of its regular employee population; the annual voluntary attrition for this population was 4.5% in 2022, which is in line with historical rates. The voluntary attrition rate generally excludes employee departures under enterprise-wide restructuring programs. We believe our low voluntary attrition rate is in part a result of the Company’s commitment to employee development, its long-term employment model, competitive pay and benefits, and its culture.
diversity and inclusion
We believe human ingenuity has the power to solve difficult problems when diverse people, ideas, and experiences come together in an inclusive environment. We reinforce the values of diversity and inclusion through recruitment and talent development, equitable selection processes, community partnerships, and supplier diversity. We strive to build an inclusive environment through innovative initiatives such as the Company’s MARC (Men Advocating Real Change) program launched in 2017, in partnership with the nonprofit organization Catalyst, to facilitate discussions on gender equity in the workplace. MARC is active in Chevron locations on six continents around the world with over 5,000 participants since inception. Also, many selection processes now include inclusion counselors who help check against unconscious biases and provide outside perspectives.
Chevron Corporation 2023 Proxy Statement
38
executive compensation
(2) |
Represents the cash value of vested performance shares granted in 2020 for the performance period January 2020 through December 2022, paid in February 2023. Also includes the cash value of vested restricted stock units granted in 2018, paid in February 2023; and the cash value of RSUs withheld to pay taxes on unvested RSUs no longer subject to substantial risk of forfeiture. Each of these is described further on pages 81 through 83. |
performance shares
For performance shares granted from 2017 to 2020, we calculate the cash value of performance share payouts as follows:
First, we calculate our TSR and the TSR of our LTIP Performance Share Peer Group (BP, ExxonMobil, Shell, TotalEnergies and S&P 500 Total Return Index) for the three-year performance period. We calculate TSR for the three-year performance period as follows:
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TSR = |
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(20-day average ending share price (–) 20-day average beginning share price (+) reinvested dividend value) |
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20-day average beginning share price |
“Ending” refers to the last 20 trading days of the performance period. “Beginning” refers to the last 20 trading days prior to the start of the performance period. In each instance, we use closing prices to calculate the 20-day average.
The results are expressed as an annualized average compound rate of return.
Second, we rank our TSR against the TSR of our LTIP Performance Share Peer Group to determine the performance modifier applicable to the awards. Our rank then determines what the performance modifier will be, as follows:
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Our rank |
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1st |
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2nd |
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3rd |
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4th |
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5th |
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6th |
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Performance modifier |
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200% |
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160% |
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120% |
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80% |
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40% |
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0% |
For example, if we rank first in TSR compared with our LTIP Performance Share Peer Group, then the performance modifier would be 200%. Under the rules of the LTIP, in the event our measured annualized TSR is less than 1 percentage point of the nearest competitor(s), the results will be considered a tie, and the performance modifier will be the average of the tied ranks. For example, if Chevron ranks sixth in TSR and ties with the TSR of the peer that ranks fifth, it will result in a modifier of 20% (the average of 40% and 0%).
Third, we determine the cash value and payout of the performance share award, as follows:
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(Number of performance shares granted + dividend equivalents) |
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x |
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Performance modifier |
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x |
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20-day trailing average price of Chevron common stock at the end of the performance period |
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= |
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Cash value/payout |
For performance shares granted starting in 2021, we calculate the cash value of performance share payouts as follows:
First, we calculate our TSR and the TSR of our LTIP Performance Share Peer Group (BP, ExxonMobil, Shell, TotalEnergies and S&P 500 Total Return Index) for the three-year performance period. We calculate TSR for the three-year performance period as follows:
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TSR = |
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(20-day average ending share price (–) 20-day average beginning share price (+) reinvested dividend value) |
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20-day average beginning share price |
“Ending” refers to the last 20 trading days of the performance period. “Beginning” refers to the last 20 trading days prior to the start of the performance period. In each instance, we use closing prices to calculate the 20-day average.
The results are expressed as an annualized average compound rate of return.
Second, we calculate our ROCE-I and the ROCE-I of our LTIP Performance Share Peer Group (BP, ExxonMobil, Shell and TotalEnergies) for the three-year performance period. ROCE-I is the percentage point difference between the trailing 12-month ROCE as of the quarter preceding the end of the three-year performance period, and the trailing 12-month ROCE as of the quarter preceding the start of the three-year performance period. We calculate ROCE as follows:
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ROCE = |
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(net income excluding special items (+) after tax interest expense (+) noncontrolling interests income) |
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average capital employed |
Net Income (excluding special items) is the net income adjusted for significant, externally disclosed non-operating items. Capital Employed is the sum of stockholders’ equity, total debt, and noncontrolling interests equity. Average Capital Employed is computed by averaging the sum of Capital Employed at the beginning of and end of the 12-month net income period. The final ROCE calculation may include reasonable estimates and will be determined and certified by the MCC in its sole discretion.
Chevron Corporation 2023 Proxy Statement
81
CEO pay ratio
The ratio of the annual total compensation for the CEO to the annual total compensation of our median employee was 146:1 for 2022, calculated by dividing our CEO 2022 annual total compensation of $23,573,925 by the 2022 annual total compensation of our median employee of $161,488.1
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, 2022, which included approximately 42,441 individuals located in 51 countries, of which 22,897 employees were on U.S. payroll and 19,544 were on non-U.S. payrolls. Utilizing the “de minimis exemption” as permitted by SEC rules, we excluded approximately 4.82% of the total employee population in the non-U.S. jurisdictions with small employee populations. As a result, we excluded 2,045 individuals in 30 non-U.S. countries. The excluded countries and their employee populations were as follows: Bahrain (6), Bangladesh (499), Belgium (131), Cambodia (42), Cameroon (9), China (369), Cyprus (11), Egypt (53), El Salvador (87), Equatorial Guinea (70), Finland (2), Germany (15), Greece (12), Guatemala (49), Honduras (29), Hong Kong (77), India (7), Mexico (58), Myanmar (3), the Netherlands (90), Norway (2), Pakistan (102), Panama (40), Republic of Congo (43), Republic of Korea (11), Russian Federation (31), Sri Lanka (72), Taiwan (1), the United Arab Emirates (62), and Vietnam (62). As a result of these exclusions, the employee population used to identify the median employee comprised 40,396 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, the Philippines, Singapore, Thailand, the United Kingdom, and Venezuela. As also permitted by SEC rules, we excluded 1,311 Renewable Energy Group, Inc., employees who were added to our employee population in an acquisition that closed on June 13, 2022.
We identified the median employee using 2022 total cash compensation as our consistently applied compensation measure, calculated for employees as the sum of (i) 2022 annual base salary determined as of October 1, 2022, and (ii) the actual annual cash bonus paid in the first quarter of 2022; however, for hourly employees who work for Chevron Australia Downstream Stores Pty Ltd., Chevron Singapore Pte. Ltd., Chevron Stations Inc., and Directhaul Pty Ltd., their total cash compensation was instead based on actual wages and bonus paid during 2022. The compensation in non-U.S. currencies was converted to U.S. dollars using an average foreign exchange rate for the month of October 2022.
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.
Note:
1 |
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 2023 Proxy Statement
92
Dear Stockholder:
The lower portion of this form is your proxy card for voting at Chevron Corporation’s 2023 Annual Meeting of Stockholders. It is important that you vote. You may vote by telephone, Internet, or mail by following the instructions printed on this form. If you vote by mail, please mark, sign, date, and return the proxy card (the lower portion of this form) using the enclosed postage-paid envelope or return it to Chevron Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.You must sign, date, and return the proxy card for your vote to be counted.
Important Notice Regarding Admission to the 2023 Annual Meeting
Virtual Annual Meeting
We are pleased to announce that the Company will conduct its 2023 Annual Meeting on the below date and time solely by live audio webcast in lieu of an in-person meeting. Your Board believes this format will enhance and facilitate attendance by providing convenient access for all of our stockholders with access to the Internet. We have planned and designed the meeting to encourage stockholder participation, protect stockholder rights, and promote transparency.
We encourage participation
Stockholders of record owning Chevron common stock at the close of business on Monday, April 3, 2023, 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/CVX2023, enter the 16-digit control number found on your proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials, and follow the instructions on the website. If your voting instruction form or Notice Regarding the Availability of Proxy Materials does not indicate that you may vote those shares through the www.proxyvote.com website and it does not include a 16-digit control number, you should contact your bank, broker, or other nominee (preferably at least five days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. The Annual Meeting will be opened for access beginning at 7:45 a.m. PDT on May 31, 2023. Proponents of the stockholder proposals included in this Proxy Statement will be given the option to prerecord or call in live through a dedicated line to ensure their ability to present their proposals.
We welcome questions from stockholders
Questions may be submitted in advance of the meeting at www.proxyvote.com or live during the meeting at www.virtualshareholdermeeting.com/CVX2023. If we are not able to get to every question submitted, we will post a summary of the remaining questions and answers on www.chevron.com/investors/stockholder-services.
Technical difficulties and additional questions
If you have difficulty accessing the Annual Meeting, please call 844-976-0738 (toll free) or 303-562-9301 (international). Technicians will be available to assist you. Please submit any additional questions, comments, or suggestions by email at corpgov@chevron.com or by telephone by calling 1-877-259 1501. Subject to any different procedures included in the rules of the meeting that may be posted online on the date of the Annual Meeting, in the event of a technical malfunction or other situation that the meeting Chair determines may affect the ability of the meeting to satisfy the requirements for a stockholder meeting to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the Annual Meeting will be adjourned, to reconvene at 8:30 a.m. PDT on the date specified above at the Company’s headquarters in San Ramon, California, solely for the purpose of further adjourning the meeting to reconvene at a date, time, and physical or virtual location announced by the meeting Chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investor Relations page of the Company’s website at www.chevron.com/investors/stockholder-services.
Sincerely,
Mary A. Francis
Corporate Secretary and Chief Governance Officer
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Annual Meeting of Stockholders |
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• |
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Meeting Date: |
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Wednesday, May 31, 2023 |
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• |
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Meeting Time: |
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8:00 a.m. PDT (open for access beginning at 7:45 a.m.) |
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• |
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Meeting Location: |
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Online by live audio webcast (www.virtualshareholdermeeting.com/CVX2023) |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Wednesday, May 31, 2023:
The Notice of the 2023 Annual Meeting, 2023 Proxy Statement, and 2022 Annual Report are available at www.proxyvote.com.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
V06261-P89767-Z84595
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CHEVRON CORPORATION
The undersigned stockholder of Chevron Corporation hereby appoints Michael K. Wirth, R. Hewitt Pate, and Mary A. Francis, and each of them, proxy holders of the undersigned, each with full power of substitution, to represent and to vote all the shares of Chevron Corporation common stock held of record by the undersigned on Monday, April 3, 2023, at Chevron Corporation’s Annual Meeting of Stockholders, to be held on Wednesday, May 31, 2023, and any adjournment or postponement thereof. The proxy holders will vote as directed by the undersigned. If the undersigned signs, dates, and returns this proxy card but gives no directions for voting, the proxy holders will vote in accordance with the Board’s recommendations. The proxy holders will vote in accordance with their discretion on such other matters as may properly come before the meeting and any adjournment or postponement thereof, including, without limitation, any proposal to adjourn the meeting to a later time and place for the purpose of soliciting additional proxies, unless the undersigned strikes out this sentence.
If shares of Chevron Corporation common stock are issued to or held for the account of the undersigned under employee stock or retirement benefit plans and voting rights are attached to such shares (an “Employee Voting Plan”), the undersigned hereby directs the respective fiduciary of each applicable Employee Voting Plan to vote all shares of Chevron Corporation common stock held in the undersigned’s name and/or account under such Voting Plan in accordance with the instructions given herein, at Chevron Corporation’s Annual Meeting of Stockholders and any adjournment or postponement thereof, on all matters properly coming before the meeting, including but not limited to the matters set forth on the reverse side. If the undersigned has shares in an Employee Voting Plan and does not vote those shares, the Employee Voting Plan fiduciary may or may not vote the shares, in accordance with the terms of the Employee Voting Plan. All votes of Employee Voting Plan shares must be received by the respective fiduciary by 11:59 p.m. EDT, Thursday, May 25, 2023, or other Employee Voting Plan cutoff date determined by the Employee Voting Plan fiduciary, in order to be counted. Employee Voting Plan shares may not be voted at the meeting.
Your telephone or Internet vote authorizes the named proxy holders and/or the respective Employee Voting Plan fiduciary to vote the shares in the same manner as if you marked, signed, and returned your proxy form.
If you vote your proxy via telephone or Internet, you do not need to mail back your proxy card.
If you vote by mail, please mark, sign, date, and return the proxy card on the reverse side and return it using the enclosed postage-paid envelope or return it to Chevron Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Pay vs Performance Disclosure
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12 Months Ended |
Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
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Pay vs Performance Disclosure [Table] |
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Pay vs Performance [Table Text Block] |
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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 c oncerning the Company’s variable philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation–Compe n sation Discussion and Analysis” starting on page 48.
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Summary compensation table total for CEO (1) |
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Average summary compensation table total for non-CEO NEOs (3) |
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Average CAP to non-CEO NEOs (4) |
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Return on capital employed (ROCE) (8) |
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$ |
23,573,925 |
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$ |
86,746,262 |
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$ |
7,990,849 |
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$ |
25,084,341 |
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$ |
171 |
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$ |
145 |
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$ |
35.5 |
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20.3% |
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$ |
22,610,285 |
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$ |
54,351,572 |
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$ |
8,654,188 |
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$ |
17,681,842 |
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$ |
108 |
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$ |
92 |
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$ |
15.6 |
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9.4% |
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$ |
29,017,031 |
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$ |
7,582,335 |
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$ |
9,053,126 |
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$ |
2,548,051 |
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$ |
74 |
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$ |
66 |
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$ |
(5.5 |
) |
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(2.8)% |
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Represents amounts reported for Mr. Wirth for each corresponding year in the “Summary Compensation Table” in the “Total” column. |
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Amounts for each fiscal year do not reflect the actual amount of compensation earned by or paid to Mr. Wirth during the applicable year. In accordance with SEC rules, the amounts reported in this column for each fiscal year were calculated by making the following adjustments to amounts reported for Mr. Wirth in the “Summary Compensation Table” in the “Total” column: |
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Reported summary compensation table total for CEO |
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$23,573,925 |
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$(16,910,025) |
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$79,239,311 |
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– |
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$843,051 |
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$86,746,262 |
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$22,610,285 |
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$(16,108,661) |
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$46,947,253 |
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– |
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$902,695 |
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$54,351,572 |
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$29,017,031 |
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$(15,123,491) |
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$ 4,379,437 |
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$(11,414,991) |
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$724,349 |
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$ 7,582,335 |
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Represents, for each applicable year, the sum of the amounts reported in the “Summary Compensation Table” in the “Stock Awards” and “Option Awards” columns. |
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Represents, for each applicable year, the following adjustments: (i) the addition of year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the addition (or subtraction if negative) of the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the addition (or subtraction if negative) of the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the addition of the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Equity award values are calculated in accordance with ASC Topic 718. The amounts deducted or added in calculating the equity award adjustments are as follows: |
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|
|
awards granted in the year and unvested at year-end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,594,291 |
|
|
|
$ |
36,161,003 |
|
|
|
|
– |
|
|
|
$ |
12,484,017 |
|
|
|
|
– |
|
|
|
|
– |
|
|
|
$ |
79,239,311 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
27,256,713 |
|
|
|
$ |
13,067,714 |
|
|
|
|
– |
|
|
|
$ |
6,622,826 |
|
|
|
|
– |
|
|
|
|
– |
|
|
|
$ |
46,947,253 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,861,536 |
|
|
|
$ |
(6,444,643 |
) |
|
|
|
– |
|
|
|
$ |
(2,037,456 |
) |
|
|
|
– |
|
|
|
|
– |
|
|
|
$ |
4,379,437 |
|
|
|
Represents, for each applicable year, the amount reported in the “Summary Compensation Table” in the “Change in Pension Values and Nonqualified Deferred Compensation Earnings” column. |
|
|
Represents, for each applicable year, the aggregate of two components: (i) the actuarially determined service cost under the CRP and RRP for services rendered by Mr. Wirth during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pension benefit adjustments |
|
|
|
|
|
|
|
$ |
843,051 |
|
|
|
|
– |
|
|
|
$ |
843,051 |
|
|
|
|
|
|
|
|
$ |
902,695 |
|
|
|
|
– |
|
|
|
$ |
902,695 |
|
|
|
|
|
|
|
|
$ |
724,349 |
|
|
|
|
– |
|
|
|
$ |
724,349 |
|
|
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). Each NEO (excluding Mr. Wirth) included for purposes of calculating the average amounts in each applicable year are as follows: for 2022, Messrs. Breber, Johnson, Nelson, and Pate; and for 2021 and 2020, Messrs. Breber, Johnson, Geagea, and Nelson. |
|
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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average reported summary compensation table total for |
|
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 |
|
|
|
|
|
|
|
|
|
|
$ |
7,990,849 |
|
|
|
$ |
(4,619,625 |
) |
|
|
$ |
21,421,388 |
|
|
|
$ |
(130,517 |
) |
|
|
$ |
422,246 |
|
|
|
$ |
25,084,341 |
|
|
|
|
|
|
|
|
|
|
|
$ |
8,654,188 |
|
|
|
$ |
(4,870,013 |
) |
|
|
$ |
13,843,622 |
|
|
|
$ |
(492,800 |
) |
|
|
$ |
546,845 |
|
|
|
$ |
17,681,842 |
|
|
|
|
|
|
|
|
|
|
|
$ |
9,053,126 |
|
|
|
$ |
(4,197,231 |
) |
|
|
$ |
976,591 |
|
|
|
$ |
(3,697,618 |
) |
|
|
$ |
413,183 |
|
|
|
$ |
2,548,051 |
| Chevron Corporation 2023 Proxy Statement
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
$ |
8,358,349 |
|
|
|
$ |
9,477,848 |
|
|
|
|
— |
|
|
|
$ |
3,585,191 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
$ |
21,421,388 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,122,449 |
|
|
|
$ |
3,842,401 |
|
|
|
|
— |
|
|
|
$ |
1,878,772 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
$ |
13,843,622 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,569,368 |
|
|
|
$ |
(1,968,912 |
) |
|
|
|
— |
|
|
|
$ |
(623,865 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
$ |
976,591 |
|
|
(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 |
|
|
|
|
|
|
|
$ |
422,246 |
|
|
|
|
— |
|
|
|
$ |
422,246 |
|
|
|
|
|
|
|
|
$ |
546,845 |
|
|
|
|
— |
|
|
|
$ |
546,845 |
|
|
|
|
|
|
|
|
$ |
413,183 |
|
|
|
|
— |
|
|
|
$ |
413,183 |
|
|
Represents, for each applicable year, cumulative total stockholder return beginning December 31, 2019, at market close. |
|
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, noncontrolling interests) by the average of total debt, noncontrolling interests, and Chevron Corporation stockholders’ equity for the year. |
|
|
|
Company Selected Measure Name |
|
ROCE
|
|
|
Named Executive Officers, Footnote [Text Block] |
|
for 2022, Messrs. Breber, Johnson, Nelson, and Pate; and for 2021 and 2020, Messrs. Breber, Johnson, Geagea, and Nelson.
|
|
|
Peer Group Issuers, Footnote [Text Block] |
|
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
|
|
|
PEO Total Compensation Amount |
|
$ 23,573,925
|
$ 22,610,285
|
$ 29,017,031
|
PEO Actually Paid Compensation Amount |
|
$ 86,746,262
|
54,351,572
|
7,582,335
|
Adjustment To PEO Compensation, Footnote [Text Block] |
|
|
Amounts for each fiscal year do not reflect the actual amount of compensation earned by or paid to Mr. Wirth during the applicable year. In accordance with SEC rules, the amounts reported in this column for each fiscal year were calculated by making the following adjustments to amounts reported for Mr. Wirth in the “Summary Compensation Table” in the “Total” column: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported summary compensation table total for CEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$23,573,925 |
|
$(16,910,025) |
|
$79,239,311 |
|
– |
|
$843,051 |
|
$86,746,262 |
|
|
|
|
|
|
|
|
|
$22,610,285 |
|
$(16,108,661) |
|
$46,947,253 |
|
– |
|
$902,695 |
|
$54,351,572 |
|
|
|
|
|
|
|
|
|
$29,017,031 |
|
$(15,123,491) |
|
$ 4,379,437 |
|
$(11,414,991) |
|
$724,349 |
|
$ 7,582,335 |
|
|
Represents, for each applicable year, the sum of the amounts reported in the “Summary Compensation Table” in the “Stock Awards” and “Option Awards” columns. |
|
|
Represents, for each applicable year, the following adjustments: (i) the addition of year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the addition (or subtraction if negative) of the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the addition (or subtraction if negative) of the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the addition of the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Equity award values are calculated in accordance with ASC Topic 718. The amounts deducted or added in calculating the equity award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
awards granted in the year and unvested at year-end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,594,291 |
|
|
|
$ |
36,161,003 |
|
|
|
|
– |
|
|
|
$ |
12,484,017 |
|
|
|
|
– |
|
|
|
|
– |
|
|
|
$ |
79,239,311 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
27,256,713 |
|
|
|
$ |
13,067,714 |
|
|
|
|
– |
|
|
|
$ |
6,622,826 |
|
|
|
|
– |
|
|
|
|
– |
|
|
|
$ |
46,947,253 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,861,536 |
|
|
|
$ |
(6,444,643 |
) |
|
|
|
– |
|
|
|
$ |
(2,037,456 |
) |
|
|
|
– |
|
|
|
|
– |
|
|
|
$ |
4,379,437 |
|
|
|
Represents, for each applicable year, the amount reported in the “Summary Compensation Table” in the “Change in Pension Values and Nonqualified Deferred Compensation Earnings” column. |
|
|
Represents, for each applicable year, the aggregate of two components: (i) the actuarially determined service cost under the CRP and RRP for services rendered by Mr. Wirth during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pension benefit adjustments |
|
|
|
|
|
|
|
$ |
843,051 |
|
|
|
|
– |
|
|
|
$ |
843,051 |
|
|
|
|
|
|
|
|
$ |
902,695 |
|
|
|
|
– |
|
|
|
$ |
902,695 |
|
|
|
|
|
|
|
|
$ |
724,349 |
|
|
|
|
– |
|
|
|
$ |
724,349 |
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
|
$ 7,990,849
|
8,654,188
|
9,053,126
|
Non-PEO NEO Average Compensation Actually Paid Amount |
|
$ 25,084,341
|
17,681,842
|
2,548,051
|
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
|
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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average reported summary compensation table total for |
|
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 |
|
|
|
|
|
|
|
|
|
|
$ |
7,990,849 |
|
|
|
$ |
(4,619,625 |
) |
|
|
$ |
21,421,388 |
|
|
|
$ |
(130,517 |
) |
|
|
$ |
422,246 |
|
|
|
$ |
25,084,341 |
|
|
|
|
|
|
|
|
|
|
|
$ |
8,654,188 |
|
|
|
$ |
(4,870,013 |
) |
|
|
$ |
13,843,622 |
|
|
|
$ |
(492,800 |
) |
|
|
$ |
546,845 |
|
|
|
$ |
17,681,842 |
|
|
|
|
|
|
|
|
|
|
|
$ |
9,053,126 |
|
|
|
$ |
(4,197,231 |
) |
|
|
$ |
976,591 |
|
|
|
$ |
(3,697,618 |
) |
|
|
$ |
413,183 |
|
|
|
$ |
2,548,051 |
| Chevron Corporation 2023 Proxy Statement
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
$ |
8,358,349 |
|
|
|
$ |
9,477,848 |
|
|
|
|
— |
|
|
|
$ |
3,585,191 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
$ |
21,421,388 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,122,449 |
|
|
|
$ |
3,842,401 |
|
|
|
|
— |
|
|
|
$ |
1,878,772 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
$ |
13,843,622 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,569,368 |
|
|
|
$ |
(1,968,912 |
) |
|
|
|
— |
|
|
|
$ |
(623,865 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
$ |
976,591 |
|
|
(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 |
|
|
|
|
|
|
|
$ |
422,246 |
|
|
|
|
— |
|
|
|
$ |
422,246 |
|
|
|
|
|
|
|
|
$ |
546,845 |
|
|
|
|
— |
|
|
|
$ |
546,845 |
|
|
|
|
|
|
|
|
$ |
413,183 |
|
|
|
|
— |
|
|
|
$ |
413,183 |
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
|
|
|
|
Compensation Actually Paid vs. Net Income [Text Block] |
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure [Text Block] |
|
|
|
|
Total Shareholder Return Vs Peer Group [Text Block] |
|
|
|
|
Tabular List [Table Text Block] |
|
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. For additional details, please refer to the “Executive Compensation–Compensation Discussion and Analysis–Annual Incentive Plan (Chevron Incentive Plan)” and “Executive Compensation–Compensation Discussion and Analysis–Long-term Incentive Plan” on pages 59 to 68.
• |
|
Cash flow from operations 3 |
|
Net Income in the Pay Versus Performance Table is the same as “ Earnings ” listed in the “Compensation Discussion and Analysis – Annual Incentive Plan (Chevron Incentive Plan)–2022 CIP Corporate Performance Rating.” |
|
ROCE is calculated by dividing earnings (adjusted for after-tax interest expense, noncontrolling interests) by the average of total debt, noncontrolling interests and Chevron Corporation stockholders’ equity for the year. |
|
Cash Flow From Operations as reported in the Net Cash Provided by Operating Activities line of the 2022 Consolidated Statement of Cash Flows. |
|
|
|
Total Shareholder Return Amount |
|
$ 171
|
108
|
74
|
Peer Group Total Shareholder Return Amount |
|
145
|
92
|
66
|
Net Income (Loss) |
[1] |
$ 35,500,000,000
|
$ 15,600,000,000
|
$ (5,500,000,000)
|
Company Selected Measure Amount |
|
0.203
|
0.094
|
(0.028)
|
PEO Name |
|
Mr. Wirth
|
|
|
Measure [Axis]: 1 |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Measure Name |
|
Earnings
|
|
|
Measure [Axis]: 2 |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Measure Name |
|
ROCE
|
|
|
Measure [Axis]: 3 |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Measure Name |
|
Cash flow from operations
|
|
|
PEO [Member] | Reported Value of Equity Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
$ (16,910,025)
|
$ (16,108,661)
|
$ (15,123,491)
|
PEO [Member] | Equity Award Adjustments [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
79,239,311
|
46,947,253
|
4,379,437
|
PEO [Member] | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
0
|
0
|
(11,414,991)
|
PEO [Member] | Pension Benefit Adjustments [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
843,051
|
902,695
|
724,349
|
PEO [Member] | Year end fair value of equity awards granted in the year and unvested at year end |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
30,594,291
|
27,256,713
|
12,861,536
|
PEO [Member] | Year over year change in fair value of outstanding and unvested equity awards |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
36,161,003
|
13,067,714
|
(6,444,643)
|
PEO [Member] | Fair value as of vesting date of equity awards granted and vested in the year |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
0
|
0
|
0
|
PEO [Member] | Year over year change in fair value of equity awards granted in prior years that vested in the year |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
12,484,017
|
6,622,826
|
(2,037,456)
|
PEO [Member] | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
0
|
0
|
0
|
PEO [Member] | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
0
|
0
|
0
|
PEO [Member] | Service Cost [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
843,051
|
902,695
|
724,349
|
PEO [Member] | Prior Service Cost [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
0
|
0
|
0
|
Non-PEO NEO [Member] | Reported Value of Equity Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
(4,619,625)
|
(4,870,013)
|
(4,197,231)
|
Non-PEO NEO [Member] | Equity Award Adjustments [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
21,421,388
|
13,843,622
|
976,591
|
Non-PEO NEO [Member] | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
(130,517)
|
(492,800)
|
(3,697,618)
|
Non-PEO NEO [Member] | Pension Benefit Adjustments [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
422,246
|
546,845
|
413,183
|
Non-PEO NEO [Member] | Year end fair value of equity awards granted in the year and unvested at year end |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
8,358,349
|
8,122,449
|
3,569,368
|
Non-PEO NEO [Member] | Year over year change in fair value of outstanding and unvested equity awards |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
9,477,848
|
3,842,401
|
(1,968,912)
|
Non-PEO NEO [Member] | Fair value as of vesting date of equity awards granted and vested in the year |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
0
|
0
|
0
|
Non-PEO NEO [Member] | Year over year change in fair value of equity awards granted in prior years that vested in the year |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
3,585,191
|
1,878,772
|
(623,865)
|
Non-PEO NEO [Member] | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
0
|
0
|
0
|
Non-PEO NEO [Member] | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
0
|
0
|
0
|
Non-PEO NEO [Member] | Service Cost [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
422,246
|
546,845
|
413,183
|
Non-PEO NEO [Member] | Prior Service Cost [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
|
$ 0
|
$ 0
|
$ 0
|
|
|