DEF 14A of Chevron Corp, Apr 9, 2025

DEF 14A of Chevron Corp

Filed Apr 9, 2025 · FY20240001193125-25-076803

Open on EDGAR

  1. nominees for director

    nominees for director The Governance Committee recommended, and the Board set, a current Board size of 12 Directors. Each Director nominee is a current Director and was last elected by stockholders at the 2024 Annual Meeting.

  2. director summary

    director summary

  3. director summary

    | | | | Committee assignment(1) | | | | | | | Director | Director since | Principal occupation | Ind(2) | AC(3) | BN&GC(4) | MCC(5) | PP&SC(6) | Other current public company directorships | | Wanda M. Austin | 2016 | Retired President and CEO, The Aerospace Corporation | L | | C | M | | • Amgen Inc. • Apple Inc. | | John B. Frank | 2017 | Vice Chairman, Brookfield Oaktree Holdings, LLC | • | M | | | | • Daily Journal Corporation • Brookfield Oaktree Holdings, LLC ° Oaktree Specialty Lending Corporation | | Alice P. Gast | 2012 | Retired President and Professor Emeritus of Chemical Engineering, Imperial College London | • | | M | | M | • None | | Enrique Hernandez, Jr. | 2008 | Executive Chairman, Inter-Con Security Systems, Inc. | • | | | M | C | • The Macerich Company | | Marillyn A. Hewson | 2021 | Retired Chairman, CEO, and President, Lockheed Martin Corporation | • | M | | | | • Johnson & Johnson | | Jon M. Huntsman Jr. | 2020 | Vice Chairman and President, Strategic Growth, Mastercard Incorporated | • | | | M | M | • Ford Motor Company | | Charles W. Moorman | 2012 | Former Senior Advisor and CEO, Amtrak and Retired Chairman and CEO, Norfolk Southern Corporation | • | | M | C | | • Oracle Corporation | | Dambisa F. Moyo | 2016 | Co-Principal, Versaca Investments | • | M | | | | • None | | Debra Reed-Klages | 2018 | Retired Chairman, CEO, and President, Sempra | • | C | | | | • Caterpillar Inc. • Lockheed Martin Corporation | | D. James Umpleby III | 2018 | Chairman and CEO, Caterpillar Inc. | • | | M | | M | • Caterpillar Inc. | | Cynthia J. Warner | 2022 | Former President and CEO, Renewable Energy Group, Inc. | • | | | | M | • Sempra • Bloom Energy | | Michael K. Wirth | 2017 | Chairman and CEO, Chevron Corporation | | | | | | • None |

  4. director summary

    | (1) As of April 9, 2025. |

  5. director summary

    | (2) Independent within the meaning of the listing standards of the NYSE. No material relationship exists with Chevron other than as a Director. |

  6. director summary

    | (3) Audit Committee. |

  7. director summary

    | (4) Board Nominating and Governance Committee. |

  8. director summary

    | (5) Management Compensation Committee. |

  9. director summary

    | (6) Public Policy and Sustainability Committee. |

  10. director summary

    | L | Lead Director (independent) | | C | Committee Chairperson | | M | Committee Member |

  11. director summary

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

  12. director summary

    | Wanda M. Austin | 70 | | Lead Director Since May 2022 | | Retired President and CEO The Aerospace Corporation | Director Since December 2016 | Independent Yes | | Board Committees | | | | Board Nominating and Governance (Chairperson); Management Compensation | | |

  13. director summary

    | Current Public Company Directorships • Amgen Inc.; Apple Inc. Prior Public Company Directorships (within past five years) | Other Directorships and Memberships • Horatio Alger Association; National Academy of Engineering; University of Southern California (Life Trustee) | | • Virgin Galactic Holdings, Inc. | |

  14. Director Insights

    Director Insights

  15. Director Insights

    | Q | Which trainings for the Board from the past year have you found most beneficial or particularly interesting, and why? | A | “The education session on renewable fuels and products was extremely pertinent to our ongoing aim of meeting today’s growing energy demands, while continuing to advance growth opportunities across both our oil and gas business and our new businesses.” |

  16. Director Insights

    | John B. Frank | 68 | | Director | | Vice Chairman Brookfield Oaktree Holdings, LLC (formerly Oaktree Capital Group, LLC) | Director Since November 2017 | Independent Yes | | Board Committees | | | | Audit (audit committee financial expert) | | |

  17. Director Insights

    | Current Public Company Directorships • Daily Journal Corporation; Brookfield Oaktree Holdings, LLC; Oaktree Specialty Lending Corporation | Prior Public Company Directorships (within past five years) • Oaktree Acquisition Corporation; Oaktree Acquisition Corporation II; Oaktree Acquisition Corporation III Life Sciences Other Directorships and Memberships • The James Irvine Foundation; XPRIZE Foundation; The John Randolph Haynes and Dora Haynes Foundation |

  18. Director Insights

    Director Insights

  19. Director Insights

    | Q | Which Chevron facility visit over the past few years has enhanced your perspective of Chevron, and how? | A | “During a recent visit to a drilling site in the Denver-Julesberg Basin in Colorado, we observed the great care and skill our people apply to the challenging task of optimizing production while protecting the environment and deploying the innovative technologies that Chevron has developed to support these shared goals.” |

  20. Director Insights

    | Alice P. Gast | 66 | | Director | | Retired President and Professor Emeritus of Chemical Engineering Imperial College London | Director Since December 2012 | Independent Yes | | Board Committees | | | | Board Nominating and Governance; Public Policy and Sustainability | | |

  21. Director Insights

    | Current Public Company Directorships • None Prior Public Company Directorships (within past five years) • None | Other Directorships and Memberships • National Academy of Engineering; Royal Academy of Engineering; Académie des Technologies (France) |

  22. Director Insights

    Director Insights

  23. Director Insights

    | Q | Which Chevron facility visit over the past few years has enhanced your perspective of Chevron, and how? | A | “The Board’s visit to Angola in 2024, which marked Chevron’s 70th year in the country, drove home the impact of our operations on the lives of our employees and the communities in which we operate. Our investments in people, in Angola and elsewhere, has led to the development of a highly skilled workforce, and our reliable production operations have lasting positive impacts in these areas.” |

  24. Director Insights

    | Enrique Hernandez, Jr. | 69 | | Director | | Executive Chairman Inter-Con Security Systems, Inc. | Director Since December 2008 | Independent Yes | | Board Committees | | | | Public Policy and Sustainability (Chairperson); Management Compensation | | |

  25. Director Insights

    | Current Public Company Directorships • The Macerich Company Prior Public Company Directorships (within past five years) • McDonald’s Corporation | Other Directorships and Memberships • Harvard College Visiting Committee; Harvard University Resources Committee; John Randolph Haynes and Dora Haynes Foundation |

  26. Director Insights

    Director Insights

  27. Director Insights

    | Q | Which trainings for the Board from the past year have you found most beneficial or particularly interesting, and why? | A | “I found our most recent session on the evolving energy production landscape and challenges to be particularly helpful. We discussed the different advantages and challenges of the range of viable renewable fuels, including the heavy influence of technology, consumer demand, and policy on adoption rates.” |

  28. Director Insights

    | Marillyn A. Hewson | 71 | | Director | | Retired Chairman, President, and CEO Lockheed Martin Corporation | Director Since January 2021 | Independent Yes | | Board Committees | | | | Audit (audit committee financial expert) | | |

  29. Director Insights

    | Current Public Company Directorships • Johnson & Johnson Prior Public Company Directorships (within past five years) • Lockheed Martin Corporation | Other Directorships and Memberships • Council of Chief Executives; University of Alabama President’s Cabinet and Culverhouse School of Business Board of Visitors; Trilateral Commission; Council on Foreign Relations; Fellow in American Institute of Aeronautics and Astronautics; American Academy of Arts and Sciences; CEO Academy Advisory Board; Fellow in Royal Aeronautical Society; National Academy of Engineering; Catalyst Board of Directors Advisory Committee; Board of Advisors of Air & Space Forces Association’s StellarXplorers Program; Executive Advisor to World 50 |

  30. Director Insights

    Director Insights

  31. Director Insights

    | Q | Which external Board speaker over the past year did you find particularly interesting, and why? | A | “Ian Bremmer, the president and founder of the Eurasia Group, briefed the Board on the top geopolitical risks that could impact Chevron. Bremmer’s insights have proved highly relevant and helpful as the Board assesses Chevron’s strategy and the associated geopolitical risks.” |

  32. Director Insights

    | Jon M. Huntsman Jr. | 65 | | Director | | Vice Chairman and President, Strategic Growth Mastercard Incorporated | Director Since September 2020 | Independent Yes | | Board Committees | | | | Management Compensation; Public Policy and Sustainability | | |

  33. Director Insights

    | Current Public Company Directorships • Ford Motor Company Prior Public Company Directorships (within past five years) • Mobileye | Other Directorships and Memberships • Center for a New American Security; U.S. Department of State’s Foreign Affairs Policy Board; National Committee on U.S.-China Relations; Nuclear Threat Initiative Board; U.S. Defense Policy Board |

  34. Director Insights

    Director Insights

  35. Director Insights

    | Q | Which Chevron facility visit over the past few years has enhanced your perspective of Chevron, and how? | A | “Following our acquisition of Noble Energy, we were able to visit the Leviathan offshore oil field in the Eastern Mediterranean Sea shortly after “first gas” was achieved. It was a strong tutorial in offshore operations, regional security, and highly sensitive supply arrangements in a volatile market.” |

  36. Director Insights

    | Charles W. Moorman | 73 | | Director | | Former Senior Advisor and CEO Amtrak Retired Chairman and CEO Norfolk Southern Corporation | Director Since May 2012 | Independent Yes | | Board Committees | | | | Management Compensation (Chairperson); Board Nominating and Governance | | |

  37. Director Insights

    | Current Public Company Directorships • Oracle Corporation Prior Public Company Directorships (within past five years) • Duke Energy Corporation | Other Directorships and Memberships • Focused Ultrasound Foundation; National Academy of Engineering; Rand Logistics, Inc.; Chairman of the Board of the Railroaders Memorial Museum of Altoona, Pennsylvania; President of the Board of the East Broad Top Foundation |

  38. Director Insights

    Director Insights

  39. Director Insights

    | Q | Which trainings for the Board from the past year have you found most beneficial or particularly interesting, and why? | A | “I find the sessions on the many ways Chevron uses various technologies, such as robotics, to help keep workers safe while also improving efficiency particularly impressive.” |

  40. Director Insights

    | Dambisa F. Moyo | 56 | | Director | | Co-Principal Versaca Investments | Director Since October 2016 | Independent Yes | | Board Committees | | | | Audit (audit committee financial expert) | | |

  41. Director Insights

    | Current Public Company Directorships • None Prior Public Company Directorships (within past five years) • 3M Company | Other Directorships and Memberships • Condé Nast; Linklaters’ International Advisory Group; National Geographic Society Board of Trustees; member of the House of Lords (United Kingdom) sitting as Baroness Moyo of Knightsbridge |

  42. Director Insights

    Director Insights

  43. Director Insights

    | Q | Which Chevron facility visit over the past few years has enhanced your perspective of Chevron, and how? | A | “The Board’s visit to Chevron’s Angolan facilities provided Directors with a deeper understanding of what Chevron has accomplished during our 70 years in the country and how Chevron has constructively worked with the Angolan government. The visit further underscored how our operations and assets in Angola fit within Chevron’s broader portfolio and advance our Company’s strategic goals.” |

  44. Director Insights

    | Debra Reed-Klages | 68 | | Director | | Retired Chairman, CEO and President Sempra | Director Since December 2018 | Independent Yes | | Board Committees | | | | Audit (Chairperson and audit committee financial expert) | | |

  45. Director Insights

    | Current Public Company Directorships • Caterpillar Inc.; Lockheed Martin Corporation Prior Public Company Directorships (within past five years) • None | Other Directorships and Memberships • None |

  46. Director Insights

    Director Insights

  47. Director Insights

    | Q | Which trainings for the Board from the past year have you found most beneficial or particularly interesting, and why? | A | “I participated in an information technology training and cybersecurity exercise which highlighted the magnitude of the risks faced by companies today. It’s clear that it is critical to not only have appropriate systems protections in place to manage risks, but also for organizations to understand the potential impacts on the business and to have processes in place to quickly respond to and recover from an incident.” |

  48. Director Insights

    | D. James Umpleby III | 67 | | Director | | Chairman and CEO Caterpillar Inc. | Director Since March 2018 | Independent Yes | | Board Committees | | | | Board Nominating and Governance; Public Policy and Sustainability | | |

  49. Director Insights

    | Current Public Company Directorships • Caterpillar Inc. Prior Public Company Directorships (within past 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 |

  50. Director Insights

    Director Insights

  51. Director Insights

    | Q | Which Chevron facility visit over the past few years has enhanced your perspective of Chevron, and how? | A | “I saw firsthand the positive impact Chevron has on the communities in which we operate while visiting our facilities in Angola. I appreciated seeing Chevron’s positive impact on the nation’s economic growth and learning more about the employment opportunities being created for local Angolans, including employment and training opportunities with Chevron.” |

  52. Director Insights

    | Cynthia J. Warner | 66 | | Director | | Former President and CEO Renewable Energy Group, Inc. | Director Since June 2022 | Independent Yes | | Board Committees | | | | Public Policy and Sustainability | | |

  53. Director Insights

    | Current Public Company Directorships • Sempra; Bloom Energy Prior Public Company Directorships (within past five years) • Renewable Energy Group, Inc.; IDEX Corporation | Other Directorships and Memberships • Member of the National Petroleum Council; Board of Trust of Vanderbilt University and Board of Visitors of the Vanderbilt University School of Engineering; Executive Committee of the Board of Advisors of Columbia University Center on Global Energy Policy; Board of Trustees of the University of the Incarnate Word |

  54. Director Insights

    Director Insights

  55. Director Insights

    | Q | Which trainings for the Board from the past year have you found most beneficial or particularly interesting, and why? | A | “The Board meets with executive management in ‘lookback’ sessions on a range of topics, including major capital projects and M&A. Everybody welcomes these highly valuable sessions as an opportunity to engage in ongoing business improvement by solidifying lessons learned – both in terms of what is working well and what can be done better.” |

  56. Director Insights

    | Michael K. (Mike) Wirth | 64 | | Chairman Since February 2018 | | Chairman and CEO Chevron Corporation | Director Since February 2017 | Independent No | | Board Committees | | | | None | | |

  57. Director Insights

    | Current Public Company Directorships • None Prior Public Company Directorships (within past five years) • None | Other Directorships and Memberships • Member of the Board of Directors of American Petroleum Institute, Catalyst, and the National Football Foundation; member of the National Petroleum Council, the Business Roundtable, the World Economic Forum International Business Council, the American Heart Association CEO Roundtable, The Business Council, and the American Society of Corporate Executives |

  58. 2024 non-employee director compensation

    2024 non-employee director compensation The 2024 non-employee Directors’ annual compensation, and the additional annual cash retainer for the independent Lead Director and each Board Committee Chairperson, are described below.

  59. 2024 non-employee director compensation

    | Position | Cash retainer | RSUs | | Non-Employee Director | $155,000 | $235,000 | | Independent Lead Director | $50,000 | — | | Audit Committee Chairperson | $30,000 | — | | Board Nominating and Governance Committee Chairperson | $20,000 | — | | Management Compensation Committee Chairperson | $25,000 | — | | Public Policy and Sustainability Committee Chairperson | $20,000 | — |

  60. compensation during the fiscal year ended december 31, 2024

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | All other compensation ($)(2) | Total ($) | | Wanda M. Austin | $225,000(3)(4) | $235,000 | $194,572 | $654,572 | | John B. Frank | $155,000(5) | $235,000 | $10,000 | $400,000 | | Alice P. Gast | $155,000 | $235,000 | $179,961 | $569,961 | | Enrique Hernandez, Jr. | $175,000(3) | $235,000 | $188,848 | $598,848 | | Marillyn A. Hewson | $155,000(5) | $235,000 | $10,000 | $400,000 | | Jon M. Huntsman Jr. | $155,000 | $235,000 | — | $390,000 | | Charles W. Moorman | $180,000(3)(5) | $235,000 | $10,000 | $425,000 | | Dambisa F. Moyo | $155,000 | $235,000 | $67,604 | $457,604 | | Debra Reed-Klages | $185,000(3) | $235,000 | $179,094 | $599,094 | | D. James Umpleby III | $155,000(5) | $235,000 | $189,002 | $579,002 | | Cynthia J. Warner | $155,000(5) | $235,000 | $189,380 | $579,380 |

  61. committee meetings held in 2024: 7

    | • | Reviews and approves non-employee Director compensation |

  62. pay philosophy and role of the management compensation committee

    | • | Pay competitively across all salary grades and all geographies. Our target compensation is determined by benchmarking comparable positions at other companies of equivalent size, scale, complexity, capital intensity, and geographic footprint. We reference both Oil Industry Peers and Non-Oil Industry Peers in this analysis. Refer to pages 55 and 56 for additional details; |

  63. pay philosophy and role of the management compensation committee

    | • | Balance short-term and long-term decision making in support of a long-cycle business with a long-term employment model; |

  64. pay element

    | Pay element | Metrics and purpose | | | Base salary | Fixed level of competitive base pay to attract and retain executive talent | | | Annual incentive plan (Chevron Incentive Plan, or CIP) | Recognize annual performance achievements in the following categories (award is capped at 200% of target): | • Financial results (35%) • Capital & cost management (30%) • Operating & safety performance (25%) • Lower carbon (10%) | | Long-term incentive plan (“LTIP”) | Reward creation of long-term stockholder value using a balanced approach, with annual grants composed of three equity vehicles, each objectively measured and designed to focus recipients on different aspects of stockholder value creation: | • Performance shares (50%): incentivize relative performance; composed of two elements, both based on three-year performance cycle and performance modifiers ranging from 0 to 200% of target • 70% based on relative Total Stockholder Return (“TSR”) against the LTIP Performance Share Peer Group and the S&P 500 Total Return Index (“S&P 500 Index”) with a negative TSR adjustment for executive officers • 30% based on relative ROCE Improvement (“ROCE-I”) against the LTIP Performance Share Peer Group • Restricted stock units (25%): incentivize absolute performance and retention; three-year ratable vesting with two-year post-vesting holding period for executive officers • Stock options (25%): incentivize absolute performance and long-term value creation; three-year ratable vesting; 10-year term | | Benefits | Competitive retirement and savings plan benefits to encourage retention and support long-term employment; MCC and Board provide oversight of retirement/savings plan design and administration | |

  65. response to say-on-pay advisory vote and stockholder engagement

    | Continued progress in the transparency, clarity, and simplicity of annual bonus program | Greater stock ownership | Disciplined Committee decision-making to align pay and performance | | The CIP scorecard disclosure includes thresholds and maximums for the most controllable measures (i.e., those not subject to commodity price assumptions) and provides transparency into the MCC’s decision making. The individual performance disclosure provides clarity to the link between performance and bonus outcome. | Effective with the 2024 LTIP grant, performance share awards will settle in stock, not in cash as in prior years, generally for all U.S. equity recipients, including executive officers. All equity vehicles now settle in shares for executive officers, facilitating greater stock ownership and alignment of interests between executives and stockholders. | The MCC continues to take a disciplined approach in assessing executive performance. Upward and downward performance adjustment is reflected in the annual bonus outcome to align pay and performance. |

  66. total stockholder return

    total stockholder return In early 2024, we raised our quarterly dividend per share by 8%, extending our annual dividend payment per share increase to 37 consecutive years. Over the past 15 years, the Company’s dividend growth rate of 6.2% per year (CAGR(1)) was close to 12 times the LTIP peer group(2) average and about three-fourths of the S&P 500 Total Return Index. Our dividend yield(3) at year-end was almost three and a half times higher than the S&P 500 Total Return Index at year-end. Chevron delivered competitive TSR performance among the LTIP peer group(2) over the one-, five-, and 10-year periods through the end of 2024. The large-cap integrated energy companies generally underperformed the S&P 500 Total Return Index in TSR over the one-, five- and 10-year periods.

  67. total stockholder return

    | (2) LTIP peer group: BP, ExxonMobil, Shell, and TotalEnergies; dividends include both cash and scrip share distributions for European peers. |

  68. annual incentive plan (Chevron Incentive Plan)(1)

    annual incentive plan (Chevron Incentive Plan)(1)

  69. annual incentive plan (Chevron Incentive Plan)(1)

    | 2024 corporate performance rating | | | CEO CIP award(2) $3,621,000 | | | | Metric | Weight | Score | | | | | Financial results | 35% | 0.80–0.90 | Corporate performance rating: 1.10 x Individual bonus component: $3,291,750 | | | | Capital & cost management | 30% | 1.30–1.40 | | | | | Operating & safety performance | 25% | 0.95–1.05 | Bonus target $3,135,000 | | Individual performance adjustment $156,750 (+5%) | | Lower carbon | 10% | 0.95–1.05 | | + | | | Corporate performance rating range (weighted) | 1.00–1.10 | | | | | | Final corporate performance rating (weighted) | 1.10 | | | | | | | | | Overall award capped at 200% of target | | |

  70. long-term incentive plan (LTIP)(1)

    long-term incentive plan (LTIP)(1) The CEO LTIP award of $17,500,000 comprises the following equity vehicles:

  71. long-term incentive plan (LTIP)(1)

    | Component | Proportion | How 2024 awards work | Vesting | | Performance shares | | 70% based on relative TSR as measured against the LTIP Performance Share Peer Group and the S&P 500 Index, with a negative TSR adjustment for executive officers that reduces the payout modifier by 20% in the event of an above-target payout associated with a negative TSR for the performance period | Three-year cliff vesting | | | | 30% based on relative ROCE-I as measured against the LTIP Performance Share Peer Group | | | Restricted stock units (RSUs) | | Rewards corporate performance and supports executive retention through a two-year post-vesting holding period for executive officers | Three-year ratable vesting | | Stock options | | 10-year term; rewarding absolute stock price performance and long-term value creation | Three-year ratable vesting |

  72. long-term incentive plan (LTIP)(1)

    | 2022 performance share payout | | | | Performance period: January 1, 2022– December 31, 2024 | Performance measure: 70% relative TSR against the LTIP Performance Share Peer Group and the S&P 500 Index 30% relative ROCE-I against the LTIP Performance Share Peer Group | Outcome: 99% payout multiplier |

  73. long-term incentive plan (LTIP)(1)

    | (1) See pages 58-68 for more details regarding the program design and performance. |

  74. long-term incentive plan (LTIP)(1)

    | (2) Figures rounded. |

  75. CEO realizable pay

    CEO realizable pay The MCC establishes Mr. Wirth’s target compensation based on several factors, including an external comparison of compensation opportunities for CEOs at companies of comparable size, scope, and complexity and a consistent application of Chevron’s internal compensation policies and structure. The MCC believes that the CEO’s realizable compensation should align with stockholder value creation and relative TSR performance. The following charts compare Mr. Wirth’s target and realizable compensation as of December 31, 2024, for compensation opportunities awarded to him in 2022, 2023, and 2024. The realizable value of Mr. Wirth’s 2023 compensation package as of December 31, 2024, is lower than the target value, due primarily to Chevron’s stock price performance. The ultimate realized values will match or exceed targets only when Chevron’s common stock price increases and relative TSR and ROCE-I improve.

  76. CEO realizable pay

    | (1) Target value reflects: (i) base salary rate each year, (ii) target CIP award, and (iii) intended grant date value of LTIP awards (50% performance shares, 25% restricted stock units, and 25% stock options). |

  77. CEO realizable pay

    | • | For performance shares: reflects the final performance multiplier of 99% for 2022 grant and interim performance multipliers of 37% and 144%, respectively, for 2023 and 2024 grants, multiplied by Chevron’s 20-day trailing average price of Chevron common stock at the end of the 2024 performance period ($150.10), including dividend accruals. |

  78. CEO realizable pay

    | • | For RSUs: reflects Chevron’s stock price at 12/31/2024 ($144.84), including dividend accruals. |

  79. CEO realizable pay

    | • | For stock options: reflects in-the-money value for 2022, 2023, and 2024 grants, with exercise prices of $132.69 (2022), $179.08 (2023), and $152.35 (2024) relative to Chevron’s common stock price at 12/31/2024 of $144.84. |

  80. what we do

    | | Two-year post-vesting holding period for executive officers required by RSU award agreement |

  81. what we do

    | | MCC has discretion to reduce performance share payouts |

  82. what we do

    | | Misconduct-based, discretionary forfeiture, and repayment provisions included in the CIP, long-term incentive plans, Deferred Compensation Plan, Retirement Restoration Plan, and Employee Savings Investment Plan–Restoration Plan |

  83. what we do

    | | Independent compensation consultant hired by and reports directly to the MCC |

  84. what we don’t do

    | No stock option repricing, reloads, or exchanges without stockholder approvalX |

  85. what we don’t do

    | No transferability of stock options (except in the case of death)X |

  86. what we don’t do

    | No stock options granted below fair market valueX |

  87. what we don’t do

    | No change-in-control agreements for NEOsX |

  88. use of peer groups

    use of peer groups We compete for the best talent with our direct industry peers and with the broader market. Accordingly, the MCC regularly reviews market data, pay practices, and compensation ranges among both Oil Industry Peers and Non–Oil Industry Peers to ensure that we continue to offer a reasonable and competitive executive pay program. Our core peer group is reviewed regularly by the MCC, with input from the MCC’s independent compensation consultant, and updated as appropriate. Throughout the Compensation Discussion and Analysis, we refer to three distinct peer groups, as described below. We source peer company data from compensation consultant surveys and public disclosures.

  89. use of peer groups

    | Peer Group | Description | | Oil Industry Peer Group (nine companies) | Companies with substantial U.S. or global operations that closely approximate the size, scope, and complexity of our business or segments of our business. This is the primary peer group used to understand how each NEO’s total compensation compares with the total compensation for reasonably similar industry-specific positions. | | Non–Oil Industry Peer Group (14 companies) | Companies of significant financial and operational size that have, among other features, global operations, significant assets and capital requirements, long-term project investment cycles, extensive technology portfolios, an emphasis on engineering and technical skills, and extensive distribution channels. This is the secondary peer group used to periodically compare our overall compensation practices against a broader mix of non–oil companies that are similar to Chevron in size, complexity, and scope of operations. 3M was replaced by Procter & Gamble in 2024 due to a change in its size and comparability. | | LTIP Performance Share Peer Group (four companies) | Companies used to compare our TSR and ROCE-I for the purpose of determining performance share payout. The S&P 500 Index is included for TSR comparison only. |

  90. use of peer groups

    The energy companies most similar to Chevron in size, complexity, geographic reach, business lines, and location of operations are BP, ExxonMobil, Shell, and TotalEnergies. These companies are key competitors for stockholder investments within the larger global energy sector. We also compete for stockholder investment and employee talent with smaller U.S. companies, including the larger independent exploration and production companies and the larger independent refining and marketing companies. The Non–Oil Industry Peer Group includes capital-intensive, global, large-scale, and highly complex companies. The median market cap (as of 12/31/2024) of the Non–Oil Industry Peer Group was $175 billion (versus $260 billion for Chevron), and the median revenues for 2024(1) were $67 billion (versus $193 billion for Chevron).

  91. use of peer groups

    | (1) Cisco revenue based on fiscal year ended July 27, 2024. All other companies’ revenue based on fiscal year ended December 31, 2024. |

  92. use of peer groups

    | (2) TotalEnergies is part of the LTIP Performance Share Peer Group, but not part of the Oil Industry Peer Group due to its limited U.S. operations. |

  93. 2024 NEO target compensation

    | Name | Base salary | Target CIP | LTIP target value | Target total compensation | | Michael K. Wirth | $1,900,000 | $3,135,000 (165%) | $17,500,000 | $22,535,000 | | Eimear P. Bonner | $1,000,000 | $1,100,000 (110%) | $4,286,100 | $6,386,100 | | Mark A. Nelson | $1,275,000 | $1,530,000 (120%) | $5,593,500 | $8,398,500 | | A. Nigel Hearne | $1,075,000 | $1,290,000 (120%) | $5,593,500 | $7,958,500 | | R. Hewitt Pate | $1,150,000 | $1,265,000 (110%) | $4,286,100 | $6,701,100 |

  94. base salary

    base salary Base salaries are benchmarked using market surveys of positions of comparable level, scope, complexity, and responsibility. There is no predetermined target or range within the Oil Industry Peer Group or the Non–Oil Industry Peer Group as an objective for Mr. Wirth’s base salary. Instead, the MCC takes into account the data provided by the MCC’s independent consultant, the relative size, scope, and complexity of our business, Mr. Wirth’s performance and tenure, and the aggregate amount of Mr. Wirth’s compensation package. For the other NEOs, each executive officer is assigned a base salary grade based on competitive data and relative internal parity of the role. The MCC annually reviews the base salary grade ranges and may approve changes in the ranges based on business conditions and comparative peer group data provided by the MCC’s independent consultant. Within each salary grade range, the MCC makes base salary determinations for each NEO taking into account qualitative considerations, such as individual performance, experience, skills, retention objectives, and leadership impact. The independent Directors of the Board approve the compensation of the CEO and ratify the compensation of the other NEOs.

  95. adjustments in 2024 base salaries

    adjustments in 2024 base salaries In January 2024, the independent Directors of the Board, upon the recommendation of the MCC, increased Mr. Wirth’s base salary to $1,900,000, taking into account his 2023 performance and the desired compensation level relative to CEOs of both Oil and Non–Oil Industry Peer Group companies. The MCC adjusted the other NEOs’ base salaries in 2024, taking into account their 2023 performance, experience, and competitive benchmarks, effective March 1, 2024. Ms. Bonner’s salary adjustment reflects a promotional increase associated with her appointment as Chief Financial Officer. See the “Summary Compensation Table” on page 73, which reflects actual salary earned during the fiscal year and and provides information on base salary changes over time.

  96. annual incentive plan (Chevron Incentive Plan)

    annual incentive plan (Chevron Incentive Plan) The Chevron Incentive Plan is designed to recognize annual performance achievements based on the MCC’s assessment of Company performance across four performance categories that are Company priorities and are in large part reflected in the Company’s Business Plan:

  97. annual incentive plan (Chevron Incentive Plan)

    | • | Financial results (weighted 35%) |

  98. annual incentive plan (Chevron Incentive Plan)

    | • | Capital & cost management (weighted 30%) |

  99. annual incentive plan (Chevron Incentive Plan)

    | • | Operating & safety performance (weighted 25%) |

  100. annual incentive plan (Chevron Incentive Plan)

    | • | Lower carbon (weighted 10%) |

  101. annual incentive plan (Chevron Incentive Plan)

    Each category contains multiple short-term performance measures, reflecting both absolute and relative competitive performance and improving performance trends over time. The award is delivered as an annual cash payment based on an individual bonus component reflecting executive leadership and performance, multiplied by the Corporate Performance Rating. The CIP award determination process is consistent across approximately 38,000 CIP-eligible Chevron employees, with the award target varying by pay grade. See page 57 for the target CIP value for each NEO.

  102. Corporate performance rating(1) X Individual bonus component (“IBC”)(2)

    Corporate performance rating(1) X Individual bonus component (“IBC”)(2)

  103. Corporate performance rating(1) X Individual bonus component (“IBC”)(2)

    | reflects individual bonus target and performance adjustment |

  104. Corporate performance rating(1) X Individual bonus component (“IBC”)(2)

    Overall award capped at 200% of target Chevron goes through a rigorous goal setting and performance review process to determine the CIP Corporate Performance Rating. Annually, Business Plan objectives are determined after thorough reviews and approvals by the Enterprise Leadership Team (“ELT”), a subcommittee of the Executive Committee, and the Board. The ELT is responsible for setting objectives that challenge the Company to optimize strategies and portfolio composition and to improve operational performance to create stockholder value. Robust annual performance measures, weightings, and goals are established with the Business Plan, subject to review and approval by the MCC. Mid-year and end-of-year reviews by the Board and the MCC systematically assess progress against these measures. The MCC has discretion in determining CIP awards, which includes discretion to set the award to zero if conditions warrant.

  105. Corporate performance rating(1) X Individual bonus component (“IBC”)(2)

    | (1) Before the beginning of each performance year, the MCC reviews and approves the annual performance measures, weightings, and goals established with the Business Plan. After the end of the performance year, the MCC reviews and assesses Company performance metrics and sets the Corporate Performance Rating based on a range of measures in four categories. The MCC also evaluates achievement of the performance measures by taking into account elements that may be market-driven or otherwise beyond the control of management. See pages 50-51 for a discussion of 2024 performance. |

  106. Corporate performance rating(1) X Individual bonus component (“IBC”)(2)

    The minimum Corporate Performance Rating is zero (i.e., no award), and the maximum is two (i.e., 200%).

  107. Corporate performance rating(1) X Individual bonus component (“IBC”)(2)

    | (2) Before the beginning of each performance year, the MCC establishes a target as a percentage of the NEOs’ base salary, which is set with reference to target opportunities found across Chevron’s Oil Industry Peer Group. The MCC then establishes a bonus range, which is 75% to 125% of the target for the performance cycle. All CIP participants in the same salary grade have the same target and bonus range, which provides for internal equity and consistency. |

  108. Corporate performance rating(1) X Individual bonus component (“IBC”)(2)

    At the end of the performance year, the MCC determines the IBC for each NEO by selecting a point within the bonus range based on an assessment of individual performance, taking into account personal effort and initiative, business unit performance, and the individual’s leadership impact on the enterprise. Under extraordinary circumstances, the IBC may be adjusted upward or downward, including to zero, for any employee at the sole discretion of the MCC. The CEO recommends to the MCC an IBC for each NEO other than himself. The MCC recommends the IBC for the CEO to the independent Directors of the Board and approves the IBCs for the other NEOs. The independent Directors of the Board approve the IBC for the CEO and ratify the IBCs for the other NEOs.

  109. 2024 CIP corporate performance rating

    2024 CIP corporate performance rating In January 2025, the MCC evaluated Chevron’s 2024 performance across the four performance categories: financial results, capital & cost management, operating & safety performance, and lower carbon. A raw score range was assigned based on the Company’s actual performance with respect to the category composed of particular performance measures against the Company’s Business Plan (Plan). This raw score can span from zero (reflecting very poor performance) to two (reflecting outstanding performance) for each category. Category weights are then applied to the raw score ranges to determine an overall range. When determining the Corporate Performance Rating, the MCC may apply discretion when assessing the Company’s performance. The 2024 CIP scorecard maintained a focus on clear, high-impact, and quantifiable metrics that support progress toward our objective of safely delivering higher returns and lower carbon. We continued to include thresholds and maximums for specific performance measures from our Plan to provide more transparency into the MCC’s decision making. A raw score of zero is assigned if the threshold result is not achieved. A raw score of 2.0 is assigned if the maximum result is achieved. In general, thresholds and maximums are established only for the most controllable measures where Company performance history and robust industry benchmarks support a meaningful framework and commodity price assumptions do not introduce a volatile and less predictable component. Commodity price fluctuations are a significant and uncontrollable factor in our industry. The Plan, particularly financial measures, for any year is dependent on commodity price assumptions, and financial results vary significantly based on differences between assumed and actual commodity prices. We will continue disclosing our Plan and Plan assumptions for financial measures, but the MCC and the Board believe that, instead of following a formulaic approach, taking a holistic view and applying disciplined judgment when assessing financial performance is more meaningful. For the 2024 performance year, the MCC assigned a CIP Corporate Performance Rating of 1.10, reflecting an overall solid and improved performance year. While staying within the overall CIP score range, the MCC applied measured discretion in assigning the CIP Corporate Performance Rating to recognize the strong contributions of the entire workforce to the Company’s overall 2024 performance while balancing organizational change and business transformation objectives. Specific inputs to the MCC’s evaluation are summarized on the next page, followed by a detailed description of the basis for the compensation results. Plan assumptions were established in the second half of 2023 when Brent oil prices averaged around $85 per barrel.

  110. 2024 CIP corporate performance rating

    | Category | Performance measures | Threshold | 2024 Plan(1) | Maximum | Results(2) | | Raw score | Weighted score | | Financial results | Adjusted ROCE(3) (%) | | 12.2 | | 10.5% | l | 0.80-0.90 | 0.28-0.32 | | | Free cash flow excluding working capital(4) ($B) | | 19.2 | | $13.8B | l | | | | | Relative adjusted earnings per share(5) | | Median | | Ranked 4th among LTIP peer group | l | | | | Capital & cost management | Operating expenses, excluding fuel and transportation(6) ($B) | 24.4 | 22.4 | 20.4 | $23.3B | l | 1.30-1.40 | 0.39-0.42 | | | Organic capital expenditures(7) ($B) | 18.0 | 15.5-16.5 | 14.0 | $15.9B | l | | | | | Major milestone | | | | | l | | | | | FGP/WPMP(8): begin WPMP field conversion | | 2Q24 | | 2Q24 | | | | | Operating & safety performance | Personal safety(9) Fatalities Serious injuries(10) | 19 | 0 16 | 13 | 1 12 | l | 0.95-1.05 | 0.24-0.26 | | | Process safety(9) | 20 | 16 | 12 | 26 | l | | | | | Net production, excluding asset sales(11) (MBOED) | 3,263 | 3,329 | 3,362 | 3,364 | l | | | | | Refinery operational availability (%) | 95.5 | 96.6 | 97.5 | 96.2% | l | | | | Lower carbon | Greenhouse gas (GHG) management | Complete GHG projects (capex and opex) to achieve a potential designed abatement of approximately 0.4 MM tonnes of CO2e reductions per year | | | Achieved potential designed abatement of over 0.7 MM tonnes of CO2e per year | l | 0.95-1.05 | 0.10-0.11 | | | New energies Achieve first production from Geismar expansion | 3Q24 | | | First production from Geismar expansion delayed | | | | | | Achieve pre-FEED(12) decision for CCS(12) Pascagoula refinery facilities scope | 2H24 | | | 2H24 | l | | | | | Achieve ACES 1(13) conversion facility mechanical completion | 4Q24 | | | Mechanical completion of ACES 1 conversion facility delayed | | | | | | | | | | Corporate Performance Rating Range | | | 1.00–1.10 | | | | | | | Final Corporate Performance Rating | | | 1.10 |

  111. 2024 CIP corporate performance rating

    | (5) Change in adjusted earnings per share (EPS) (three-year rolling average) ranking relative to the LTIP peer group (peer group consists of BP, ExxonMobil, Shell, and TotalEnergies). Earnings per share excludes significant, externally disclosed non-operating line items. Not adjusted for foreign exchange. The change in adjusted EPS is based on a rolling three-year average ending in third quarter (comparison period was 4Q20–3Q23 versus 4Q21–3Q24). |

  112. 2024 CIP corporate performance rating

    | (7) Organic capital expenditures is a non-GAAP CIP performance measure. It is defined as capital expenditures excluding acquisition costs, lease bonus payments, and other costs associated with the creation of new businesses. |

  113. 2024 CIP corporate performance rating

    | ($ billions, figures rounded) | | | Capital expenditures | $16.4 | | (-) Acquisition costs, lease bonus payments, and other costs associated with the creation of new businesses | 0.5 | | Organic capital expenditures | $15.9 |

  114. 2024 CIP corporate performance rating

    | (10) A serious injury is typically an injury that results in significant disfigurement or in permanent or long-term impairment of an internal organ, body function, or body part. |

  115. long-term incentive plan

    long-term incentive plan The key objective of our Long-Term Incentive Plan is to encourage performance that drives stockholder value over the long term. The target value of an NEO’s LTIP award at the time of grant is determined by the MCC, with input from its independent compensation consultant and referencing external benchmark comparisons. The objective is to ensure that Chevron is competitive against its industry peer companies on the overall target compensation (cash plus equity), after allowing for appropriate differentiation based on size, scale, scope, and job responsibilities. Each year in January, the MCC recommends the LTIP target value for the CEO and determines the LTIP target values for the other NEOs based on industry competitive data, as well as individual performance, experience, and leadership impact. These awards provide incentive compensation opportunities tied to Chevron’s future long-term performance. In recommending the LTIP target value for the CEO, the MCC relies on input from its independent compensation consultant and benchmark research, focusing on the form and amount of similar compensation opportunities in the Oil Industry Peer Group. The MCC also considers the CEO’s demonstrated performance and the Company’s size, scope, and complexity relative to the comparison companies. For the other NEOs, the MCC sets an annual LTIP target value for each salary grade as a multiple of salary, referencing median incentive opportunities for executives in similar positions at companies in the Oil Industry Peer Group. The LTIP awards comprise three equity vehicles listed in the following table. In addition, in line with the Company’s grant practice for all LTIP-eligible employees, the MCC may grant additional RSUs to differentiate and recognize exceptional individual performance. These RSUs will accrue dividend equivalents and vest at the end of the three years. The MCC may also make a downward adjustment to LTIP awards based on an NEO’s performance assessment. The LTIP award represents a pay opportunity. The ultimate realized value of equity-based awards is determined by absolute and relative stock price performance over the long term. The independent Directors, upon the recommendation of the MCC, approve annually the aggregate grant date target value for awards under the Chevron Corporation 2022 Long-Term Incentive Plan (LTIP) for the CEO and ratify the aggregate grant date target value of annual LTIP awards for the other NEOs, including awards of stock options. These actions are taken each January at a regularly scheduled meeting of the Board. While these regularly scheduled Board meetings occur close in time to the date when Chevron typically issues a news release announcing its unaudited fourth quarter earnings results, material nonpublic information regarding the Company’s financial results is not taken into account when determining the grant date target value and the terms of the annual LTIP awards. Further, these awards are granted with a future grant date (e.g., February 6 for 2024 awards) that falls within the “trading window period” under the Company’s insider trading policy that follows the Company’s public release of earnings information. Given that these Board meetings are held on a predetermined schedule and that the awards are granted following the Company’s release of material nonpublic information, neither the disclosure of financial results, nor the grant timing of the awards in relation to the disclosure of such material nonpublic information, is intended to have any impact on the value of the LTIP awards received by our executives.

  116. 2024 LTIP changes

    2024 LTIP changes Effective with the 2024 LTIP grant, the MCC approved the settlement of performance share awards in stock, not in cash as in prior years, generally for all U.S. equity recipients, including executive officers. The MCC believes this change positively aligns with stockholder interests by facilitating greater stock ownership.

  117. 2024 LTIP changes

    | Component | 2024 Proportion | How it works | | | | | | | | Performance shares | | Payout weighted 70% based on relative TSR as measured against the LTIP Performance Share Peer Group (BP, ExxonMobil, Shell, and TotalEnergies) and the S&P 500 Index and 30% based on relative ROCE Improvement as measured against the LTIP Performance Share Peer Group. | | | | | | | | | | Relative ranking | 1 | 2 | 3 | 4 | 5 | 6 | | | | TSR (70% weight, ranking includes S&P 500 Index) | 200% | 160% | 120% | 80% | 40% | 0% | | | | ROCE-I (30% weight, ranking excludes S&P 500 Index) | 200% | 150% | 100% | 50% | 0% | n/a | | | | When TSR is within one percentage point or ROCE-I is within half a percentage point of the nearest competitor(s), it is considered a tie and modifiers of the tied peers will be averaged. | | | | | | | | | | Performance shares accrue dividend equivalents that are reinvested as additional shares, to be paid at the end of the performance period and subject to the same three-year cliff vesting schedule and performance multiplier. | | | | | | | | | | Include a negative TSR adjustment in the payout formula that reduces the payout modifier by 20% in the event of above-target payout result associated with negative TSR for the performance period, for executive officers. | | | | | | | | | | Actual number of shares granted is determined by dividing the proportionate target value of the NEOs’ LTIP award by Chevron’s closing common stock price on the grant date. | | | | | | | | | | PSUs are settled in stock generally for U.S. payroll employees. Refer to footnote 2 on pages 83 and 84 for calculation details. | | | | | | | | RSUs | | Three-year ratable vesting with a two-year post-vesting holding period requirement for executive officers; RSUs accrue dividend equivalents that are reinvested as additional RSUs, to be paid at the time of vesting. | | | | | | | | | | Actual number of RSUs granted is determined by dividing the proportionate target value of the NEOs’ LTIP award by Chevron’s closing common stock price on the grant date. | | | | | | | | | | RSUs are settled in stock generally for U.S. payroll employees. | | | | | | | | Stock options | | Strike price is equal to Chevron’s closing common stock price on the grant date. | | | | | | | | | | Options vest and become exercisable at a rate of one-third per year for the first three years and expire 10 years after the grant date. | | | | | | | | | | Gains realized depend on the Chevron common stock price at the time of exercise compared with the strike price. | | | | | | | | | | Actual number of stock options granted is determined by dividing the proportionate target value of the NEOs’ LTIP award by the Black-Scholes option value on the grant date, consistent with the grant date fair value calculation as presented in the “Summary Compensation Table.” | | | | | | |

  118. LTIP metrics

    LTIP metrics The MCC continues to believe TSR should be the primary pay-for-performance measure to align our CEO’s and other NEOs’ performance with stockholder interests. TSR is objectively determined and allows for meaningful comparisons of our performance relative to other companies within the same industry and to our stockholders’ other investment alternatives within the S&P 500 Total Return Index. Like TSR, ROCE is a standard performance measure by which stockholders measure a company’s performance, and it allows for meaningful comparisons relative to peers within our industry. The MCC believes that including relative ROCE Improvement as a performance measure in our performance shares further strengthens the Company’s alignment with stockholder interests and reinforces our focus on delivering higher returns. The majority of the LTIP award derives value directly from TSR (relative and absolute, including negative TSR adjustment). For the CEO and the other NEOs to earn their originally targeted compensation, Chevron must show competitive TSR performance.

  119. 2022–2024 performance share payout

    2022–2024 performance share payout The three-year performance period for performance shares granted in January 2022 ended on December 31, 2024. For this three-year period, Chevron ranked third for TSR when compared with the LTIP Performance Share Peer Group and the S&P 500 Index and fourth in ROCE-I when compared to the LTIP Performance Share Peer Group, resulting in a payout multiplier of 99%. For details on the performance payout calculation, refer to the tables in the “Option Exercises and Stock Vested in Fiscal Year 2024” section beginning on page 82.

  120. 2022 performance shares(1)

    2022 performance shares(1) (2022–2024 LTIP Performance Period)

  121. 2024 LTIP grants

    2024 LTIP grants In January 2024, the independent Directors, upon the recommendation of the MCC, approved the LTIP award for the CEO and ratified the following LTIP awards for the other NEOs. Mr. Breber did not receive a 2024 LTIP grant due to his retirement from the Company.

  122. 2024 LTIP grants

    | Name | 2024 LTIP target value(3) | Performance shares | RSUs | Stock options | | Michael K. Wirth | $17,500,000 | 57,430 | 28,720 | 115,100 | | Eimear P. Bonner | $4,286,100 | 14,070 | 7,030 | 28,200 | | Mark A. Nelson | $5,593,500 | 18,360 | 9,180 | 36,800 | | A. Nigel Hearne | $5,593,500 | 18,360 | 9,180 | 36,800 | | R. Hewitt Pate | $4,286,100 | 14,070 | 7,030 | 28,200 |

  123. 2024 LTIP grants

    | (1) Per program rules, annualized returns based on average closing stock price for the 20 trading days prior to the beginning of the performance period (January 1, 2022) and the last 20 trading days of the performance period (ending December 31, 2024). Figures rounded. |

  124. 2024 LTIP grants

    | (2) Starting ROCE period reflects 4Q20–3Q21 and closing ROCE period reflects 4Q23–3Q24. |

  125. 2024 LTIP grants

    | (3) The number of awarded performance shares, RSUs, and stock options was determined based on the Company’s common stock price on February 6, 2024, the grant date Black-Scholes value for stock options, and a performance share factor of 100% reflecting expected performance at target. As these inputs may vary from those used for financial reporting, the target value shown above may not match the values presented in the “Summary Compensation Table” or the “Grants of Plan-Based Awards in Fiscal Year 2024” table in this Proxy Statement, on pages 73 and 78, respectively. |

  126. 2025 LTIP grants

    2025 LTIP grants In January 2025, the independent Directors, upon the recommendation of the MCC, approved the following LTIP award target value for the CEO and ratified the following LTIP award target values for the other NEOs, with an award grant date of February 4, 2025. No change was made to the share calculation methodology for 2025. Mr. Hearne did not receive a 2025 LTIP grant due to his retirement from the Company in February 2025.

  127. 2025 LTIP grants

    | Name | 2025 LTIP target value(1) | Performance shares | RSUs | Stock options | | Michael K. Wirth | $17,500,000 | 57,110 | 28,550 | 116,400 | | Eimear P. Bonner | $4,329,000 | 14,130 | 7,060 | 28,800 | | Mark A. Nelson | $6,902,500 | 22,520 | 11,260 | 45,900 | | A. Nigel Hearne | No grant | — | — | — | | R. Hewitt Pate | $4,329,000 | 14,130 | 7,060 | 28,800 |

  128. retirement programs

    | (1) The number of awarded performance shares, RSUs, and stock options was determined based on the Company’s common stock price on February 4, 2025, the grant date Black-Scholes value for stock options, and a performance share factor of 100% reflecting expected performance at target. As these inputs may vary from those used for financial reporting, the target value shown above may not match the values to be presented in the 2026 Proxy Statement’s “Summary Compensation Table” or “Grants of Plan-Based Awards in Fiscal Year 2025” table. |

  129. retirement programs

    | • | An additional year of service, which increased the present value of pension benefits; and |

  130. retirement programs

    | • | Salary increases and CIP awards post compensation freeze and zero bonus in March 2021 due to pandemic and business performance, which increased the pensionable earnings. |

  131. independent compensation advice

    | • | Selection of compensation comparator groups; and |

  132. employment, severance, and change-in-control agreements

    employment, severance, and change-in-control agreements In general, we do not maintain employment, severance, or change-in-control agreements with our NEOs. Upon retirement or separation from service for other reasons, NEOs are entitled to certain accrued benefits and payments generally available to other employees. We describe the benefits and payments in the “Pension Benefits Table,” the “Nonqualified Deferred Compensation Table,” and the “Potential Payments Upon Termination or Change-in-Control” table on pages 86-95, in this Proxy Statement. In 2018, Mr. Pate and Chevron entered into an agreement relating solely to the vesting of Mr. Pate’s outstanding equity awards, if any, and the value of the Company’s contribution to the retiree health benefit upon termination if Mr. Pate’s employment is terminated for any reason on or after June 30, 2022. The effect of this agreement is described in “Potential Payments Upon Termination or Change-in-Control” on pages 93-95 in this Proxy Statement.

  133. compensation recovery policies

    compensation recovery policies The Chevron Incentive Plan, long-term incentive plans, Deferred Compensation Plan, and Retirement Restoration Plan include discretionary forfeiture provisions for certain amounts of cash and equity awarded to eligible participants, including NEOs, at any time if the participant engages in certain acts of misconduct, including, among other things: misconduct resulting in Chevron having to prepare an accounting restatement; embezzlement, fraud or theft; disclosure of confidential information or other acts that result in harm to Chevron; and violation of the law of unfair competition. The Chevron Corporation Dodd-Frank Clawback Policy is intended to comply with, and to be interpreted in a manner consistent with, Section 10D of the Exchange Act, SEC Rule 10D-1, and the NYSE listing standards. Under the policy, in the event Chevron is required to prepare an accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company will recover erroneously awarded incentive-based compensation (as defined in the policy) previously paid to the Company’s covered executives (as defined in the policy) in accordance with the terms of the policy. Furthermore, under the policy, Chevron is prohibited from indemnifying any covered executive against the loss of erroneously awarded incentive-based compensation or any claims relating to Chevron’s enforcement of its rights under the policy. This policy is intended to supplement, not replace, existing compensation plan provisions.

  134. summary compensation table

    summary compensation table The following table sets forth the compensation of our NEOs for the fiscal year ended December 31, 2024, and for the fiscal years ended December 31, 2023, and December 31, 2022, if they were NEOs in those years. The primary components of each NEO’s compensation are also described in our “Compensation Discussion and Analysis” in this Proxy Statement.

  135. summary compensation table

    | Name and principal position | Year | Salary ($)(1) | Stock awards ($)(2) | Option awards ($)(3) | Non-equity incentive plan compensation ($)(4) | Change in pension value and nonqualified deferred compensation earnings ($)(5) | All other compensation ($)(6) | Total ($) | | M.K. Wirth Chairman and Chief Executive Officer | 2024 | $1,889,583 | $14,283,545 | $4,373,800 | $3,621,000 | $6,719,876 | $1,829,136 | $32,716,940 | | | 2023 | $1,818,750 | $13,669,951 | $4,252,096 | $2,610,000 | $3,702,609 | $1,332,249(7) | $27,385,655(7) | | | 2022 | $1,689,583 | $12,909,537 | $4,000,488 | $4,500,000 | — | $1,093,134(7) | $24,192,742(7) | | E.P. Bonner Vice President and Chief Financial Officer(8) | 2024 | $963,542 | $3,498,434 | $1,071,600 | $1,210,000 | — | $704,997 | $7,448,573 | | M.A. Nelson Vice Chairman | 2024 | $1,259,375 | $4,566,114 | $1,398,400 | $1,848,000 | $4,269,130 | $361,682 | $13,702,701 | | | 2023 | $1,187,500 | $4,433,692 | $1,379,182 | $1,436,400 | $3,653,842 | $127,248 | $12,217,864 | | | 2022 | $1,039,583 | $3,275,929 | $1,015,436 | $2,100,000 | — | $129,730 | $7,560,678 | | A.N. Hearne Executive Vice President, Senior Advisor | 2024 | $1,069,792 | $4,566,114 | $1,398,400 | $1,320,000 | $372,669 | $261,884 | $8,988,859 | | | 2023 | $1,039,583 | $4,433,692 | $1,379,182 | $1,017,450 | $841,155 | $1,941,405 | $10,652,467 | | R.H. Pate Vice President and General Counsel | 2024 | $1,139,583 | $3,498,434 | $1,071,600 | $1,463,000 | $325,520 | $444,198 | $7,942,335 | | | 2023 | $1,084,375 | $3,396,781 | $1,053,860 | $1,149,500 | $446,251 | $418,590(7) | $7,549,357(7) | | | 2022 | $1,018,542 | $3,275,929 | $1,015,436 | $1,680,000 | $522,067 | $872,926(7) | $8,384,900(7) | | P.R. Breber Former Vice President and Chief Financial Officer(8) | 2024 | $348,884(9) | — | — | — | $1,023,482 | $248,332 | $1,620,698 | | | 2023 | $1,134,375 | $3,396,781 | $1,053,860 | $1,201,750 | $980,658 | $144,130 | $7,911,554 | | | 2022 | $1,063,542 | $3,275,929 | $1,015,436 | $1,820,000 | — | $168,419 | $7,343,326 |

  136. summary compensation table

    | (1) Reflects actual salary earned during the fiscal year covered. The following table reflects the annual salary rate and effective date for the years in which each person was an NEO and the amounts deferred under the DCP. |

  137. summary compensation table

    | Name | Salary effective date | Salary | Total salary deferred under the DCP | | | March 2024 | $1,900,000 | $30,892 | | M.K. Wirth | March 2023 | $1,850,000 | $29,775 | | | March 2022 | $1,700,000 | $27,692 | | E.P. Bonner | March 2024 | $1,000,000 | $48,177 | | | March 2024 | $1,275,000 | $18,288 | | M.A. Nelson | February 2023 | $1,200,000 | $17,150 | | | October 2022 | $1,100,000 | $14,692 | | | March 2022 | $1,050,000 | | | A.N. Hearne | March 2024 | $1,075,000 | $53,490 | | | March 2023 | $1,050,000 | $51,979 | | | March 2024 | $1,150,000 | $15,892 | | R.H. Pate | March 2023 | $1,100,000 | $15,301 | | | March 2022 | $1,025,000 | $20,157 | | | January 2022 | $1,000,000 | | | P.R. Breber | March 2023 | $1,150,000 | $16,087 | | | March 2022 | $1,075,000 | $15,171 |

  138. summary compensation table

    | We explain the amount of salary and non-equity incentive plan compensation in proportion to total compensation in our “Compensation Discussion and Analysis–2024 Compensation Programs and Outcomes” in this Proxy Statement. |

  139. summary compensation table

    | (2) Amounts for the 2024 fiscal year reflect the aggregate grant date fair value of performance shares and RSUs granted under the LTIP on February 6, 2024. We calculate the grant date fair value of these awards in accordance with ASC Topic 718, as described in Note 22, “Stock Options and Other Share-Based Compensation,” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. These RSUs and performance shares accrue dividend equivalents. For purposes of this table only, estimates of forfeitures related to service-based vesting conditions for awards have been disregarded. |

  140. summary compensation table

    | For performance shares granted on February 6, 2024, the per-share grant date fair value was $172.52, with valuation weighted 70% based on relative TSR and 30% based on relative ROCE-I. For the relative TSR valuation, we used a Monte Carlo approach to calculate the grant date fair value of $181.17. To derive estimated grant date fair value per share, this valuation technique simulates TSR for the Company and the LTIP Performance Share Peer Group and the S&P 500 Index using market data for a period equal to the term of the performance period; correlates the simulated returns within the peer group to estimate a probable payout value; and discounts the probable payout value using a risk-free rate for Treasury bonds having a term equal to the performance period. For the relative ROCE-I valuation, we used the grant date fair value of $152.35, the closing price of Chevron common stock on the grant date. Performance shares are settled in stock, and the payout, if any, is based on market conditions at the end of the performance period (January 2024 through December 2026). Payout is calculated in the manner described in footnote 2 to the “Option Exercises and Stock Vested in Fiscal Year 2024” table in this Proxy Statement. If the maximum level of performance were to be achieved for the performance shares granted in 2024, the grant date value would be $304.70 per share (200% of the grant date stock price), or $17,498,921 for Mr. Wirth; $5,594,292 for Messrs. Nelson and Hearne; and $4,287,129 for Ms. Bonner and Mr. Pate. Mr. Breber did not receive a 2024 grant. |

  141. summary compensation table

    | The per-unit grant date fair value of the RSUs was $152.35, the closing price of Chevron common stock on the grant date. These RSUs earn dividend equivalents and are settled in stock upon vesting one-third each February 10 following the first anniversary of the grant date. |

  142. summary compensation table

    | The material terms of performance shares and RSUs granted in 2024 are described in the “Grants of Plan-Based Awards in Fiscal Year 2024” and “Outstanding Equity Awards at 2024 Fiscal Year-End” tables in this Proxy Statement. |

  143. summary compensation table

    | (3) Amounts for each fiscal year reflect the aggregate grant date fair value of nonstatutory/nonqualified stock options granted under the LTIP on February 6, 2024. The per-option grant date fair value was $38.00. We calculate the grant date fair value of these stock options in accordance with ASC Topic 718, as described in Note 22, “Stock Options and Other Share-Based Compensation,” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Stock options do not accrue dividends or dividend equivalents. For purposes of this table only, estimates of forfeitures related to service-based vesting conditions for awards have been disregarded. The material terms of stock options granted in 2024 are described in the “Grants of Plan-Based Awards in Fiscal Year 2024” and “Outstanding Equity Awards at 2024 Fiscal Year-End” tables in this Proxy Statement. |

  144. summary compensation table

    | (4) 2024 amounts reflect CIP awards for the 2024 performance year that were paid in March 2025. Ms. Bonner elected to defer 5% of her CIP award to the DCP, or $60,500; Messrs. Nelson, Hearne, and Pate elected to defer 25% of their CIP awards to the DCP, or $462,000 for Mr. Nelson, $330,000 for Mr. Hearne, and $365,750 for Mr. Pate. See “Compensation Discussion and Analysis–Compensation Discussion and Analysis in Detail–Annual Incentive Plan (Chevron Incentive Plan)” in this Proxy Statement for a detailed description of CIP awards. |

  145. summary compensation table

    | (5) 2024 amounts represent the aggregate change in the actuarial present value of the NEOs’ U.S. pension value for the CRP and the RRP, and for Ms. Bonner and Mr. Hearne, the U.K. pension value from the CUKPP and the URB, from January 1, 2024, through December 31, 2024, expressed as a lump sum. The DCP and ESIP-RP do not pay above-market or preferential earnings and are not represented in this table. For purposes of this disclosure, we have used the same amounts required to be disclosed in the “Pension Benefits Table” in this Proxy Statement. Mr. Breber retired effective March 29, 2024, and his actual CRP value at retirement was $2,007,721, and the present value of Mr. Breber’s outstanding RRP as of December 31, 2024, $14,359,061, plus the value distributed for taxes in 2024, $666,527, resulted in a total change of $1,023,482 from the CRP and RRP values reported in the 2024 Proxy Statement. |

  146. summary compensation table

    | 2024 changes in the actuarial present value of an NEO’s U.S. pension value are attributable to six factors: |

  147. summary compensation table

    | Highest average earnings (“HAE”) – For Messrs. Wirth, Nelson, and Breber, HAE is the highest consecutive 36-month average base salary and CIP awards. The change in present value also reflects an offset for Social Security benefits, whose increase may cause a reduction in net benefits. For Ms. Bonner and Messrs. Hearne and Pate, HAE is the highest consecutive five-year average base salary and CIP awards. |

  148. summary compensation table

    | Interest rate impact – Generally, a higher interest rate produces a lower pension value, and a lower interest rate produces a higher pension value. The 2024 discount rates used to discount pension values from age 60 to an NEO’s current age, 5.7% for the CRP and 5.5% for the RRP, are higher than the 2023 discount rates of 5.0% for the CRP and 4.8% for the RRP. |

  149. summary compensation table

    | Lump-sum basis – The lump-sum interest rates for determining the actuarial present values of the pension benefit are based on the Pension Protection Act of 2006 lump-sum interest rates, and such rates were lower in 2024 than those used in 2023 by an average of 0.54 percentage points. The lump-sum mortality table is based on the rates required by the Pension Protection Act of 2006. These rates are updated annually by the Internal Revenue Service. |

  150. summary compensation table

    | An additional year of age – The CRP and RRP provide an unreduced benefit at age 60 for eligible participants. Generally, being a year older results in an increase in pension value due to a shorter discount period from the current age to the assumed retirement age of 60. Once an NEO reaches age 60, the pension value can be negatively impacted when the assumed duration of future payments is shorter based on age and actuarial assumptions. Furthermore, the discount rate no longer applies. |

  151. summary compensation table

    | An additional year of benefit service earned in 2024 – All the NEOs, except Mr. Breber, worked for a full year in 2024; as a result, their pension benefits increased because they earned an additional year of benefit service. |

  152. summary compensation table

    | Demographic assumptions – Current mortality tables are unchanged compared with 2023. |

  153. summary compensation table

    | The following table provides a breakdown of the percent of change in the NEOs’ pension: |

  154. summary compensation table

    | | | Factors | | | | | | | Name | Total percent change in pension value, Jan.–Dec. 2024(a) | HAE | Interest rate impact | Lump-sum basis | One additional year of age | One additional year of service | Demographic assumption changes | | M.K. Wirth | 18.8% | 19.8% | — | (1.9%) | (2.2%) | 3.1% | — | | E.P. Bonner | 70.1% | 9.9% | (10.9%) | — | 5.4% | 65.7% | — | | M.A. Nelson | 23.4% | 24.4% | (0.1%) | (2.2%) | (2.0%) | 3.3% | — | | A.N. Hearne | 22.8% | 11.2% | (1.8%) | — | 5.0% | 8.5% | — | | R.H. Pate | 8.9% | 0.4% | (0.2%) | — | 1.8% | 6.9% | — | | P.R. Breber | 6.4% | — | — | 2.7% | 3.0% | 0.7% | — |

  155. summary compensation table

    | (a) Calculated as follows: (actuarial present value of accumulated benefit at December 31, 2024 (reported in the “Pension Benefits Table” in this Proxy Statement) – actuarial present value of accumulated benefit at December 31, 2023 (reported in the “Pension Benefits Table” in last year’s Proxy Statement)) / actuarial present value of accumulated benefit at December 31, 2023 (reported in the “Pension Benefits Table” in last year’s Proxy Statement). For Mr. Breber, who retired March 29, 2024, the actuarial present value at December 31, 2024, was replaced with his actual CRP value at retirement; and for RRP, the value represents the present value of his outstanding benefit at December 31, 2024, plus the value distributed for taxes in 2024. |

  156. summary compensation table

    | 2024 changes in the actuarial present value of an NEO’s U.K. pension value are attributable to five factors: |

  157. summary compensation table

    | An additional year of age – The CUKPP and URB provide an unreduced benefit at age 60 for eligible participants. Generally, being a year older results in an increase in pension value due to a shorter discount period from the current age to the assumed retirement age of 60. |

  158. summary compensation table

    | Emerging inflation – The actual emerging (known and published) rates of inflation differ from those assumed at the prior year’s assessment, this changes elements of the projected pension at retirement. |

  159. summary compensation table

    | Interest rate impact – Generally, a higher interest rate produces a lower pension value, and a lower interest rate produces a higher pension value. The 2024 discount rate used to discount pension values from age 60 to an NEO’s current age, 5.6%, is higher than the 2023 discount rate of 4.7%. |

  160. summary compensation table

    | Inflation – The inflation that is assumed after the measurement date impacts the projected pension at retirement and the assumed increases to benefits during retirement. |

  161. summary compensation table

    | Demographic assumptions – Changes in demographic assumptions (primarily life expectancy) affect the timing and duration of payment for pension benefits. |

  162. summary compensation table

    | The following table provides a breakdown of the percent of change in Ms. Bonner’s and Mr. Hearne’s U.K. pension: |

  163. summary compensation table

    | | | Factors | | | | | | Name | Total percent change in pension value, Jan.–Dec. 2024(b) | One additional year of age | Emerging inflation | Interest rate impact | Inflation | Demographic assumption changes | | E.P. Bonner | (14.8%) | 4.7% | (0.3%) | (19.7%) | 0.6% | (0.1%) | | A.N. Hearne | (7.8%) | 4.7% | (0.5%) | (12.5%) | 0.6% | (0.1%) |

  164. summary compensation table

    | (b) Calculated as follows: (actuarial present value of accumulated benefit at December 31, 2024 (reported in the “Pension Benefits Table” in this Proxy Statement) – actuarial present value of accumulated benefit at December 31, 2023 (reported in the “Pension Benefits Table” in last year’s Proxy Statement)) / actuarial present value of accumulated benefit at December 31, 2023 (reported in the “Pension Benefits Table” in last year’s Proxy Statement). Ms. Bonner had a ($373,059) change in pension value, and Mr. Hearne had a ($109,703) change in pension value. |

  165. summary compensation table

    | Additional information concerning the present value of benefits accumulated by our NEOs under these defined benefit retirement plans is included in the “Pension Benefits Table” in this Proxy Statement. See also “Compensation Discussion and Analysis–Compensation Discussion and Analysis in Detail-Retirement Programs and Retirement Benefits-Retirement Programs” in this Proxy Statement. |

  166. summary compensation table

    | (6) All Other Compensation for 2024 includes the following items but excludes other arrangements that are generally available to our salaried employees on the U.S. payroll and do not discriminate in scope, terms, or operation in favor of our NEOs, such as our medical, dental, disability, group life insurance, and vacation programs. |

  167. summary compensation table

    | | M.K. Wirth | E.P. Bonner | M.A. Nelson | A.N. Hearne | R.H. Pate | P.R. Breber | | ESIP Company Contributions(a) | $27,600 | $27,600 | $27,600 | $27,600 | $27,600 | $27,600 | | ESIP-RP Company Contributions(a) | $123,567 | $49,483 | $73,150 | $57,983 | $63,567 | — | | Perquisites(b) | | | | | | | | Financial Counseling(c) | $15,000 | $39,711 | $32,553 | $35,312 | $15,000 | $11,367 | | Motor Vehicles(d) | $21,004 | — | — | $241 | $134 | $4,034 | | Corporate Aircraft(e) | $241,313 | — | — | — | — | — | | Security(f) | $131,503 | $11,250 | $15,890 | $125,827 | $16,986 | $2,977 | | Security Surveillance Program(g) | $945,151 | $310,996 | 28,492 | — | $310,996 | $147,064 | | Executive Physical(h) | — | — | — | $4,628 | $557 | — | | Relocation(i) | $146,154 | — | $35,227 | — | — | — | | International Board Trip(j) | $144,430 | $71,620 | $143,593 | — | — | — | | Expatriate & Tax Equalization Benefits (k) | — | $194,127 | — | — | — | $39,588 | | Other(l) | $33,414 | $210 | $5,177 | $10,293 | $9,358 | $15,702 | | Total, All Other Compensation | $1,829,136 | $704,997 | $361,682 | $261,884 | $444,198 | $248,332 |

  168. summary compensation table

    | (a) The ESIP is a tax-qualified defined contribution plan open to employees on the U.S. payroll. The Company provides a matching contribution of 8% of annual compensation when an employee contributes 2% of annual compensation or 4% if they contribute 1%. Employees may also choose to contribute an amount above 2%, but none of the amount above 2% is matched. The Company match up to IRS limits ($345,000 of income in 2024) is made to the qualified ESIP account. For amounts above the IRS limit, the executive can elect to have 2% of base pay directed into the DCP, and the Company will match those funds with a contribution to the nonqualified ESIP-RP. Company contributions to the ESIP-RP are described further in the “Nonqualified Deferred Compensation Table” in this Proxy Statement. |

  169. summary compensation table

    | (b) Reflects perquisites and personal benefits received by an NEO in 2024 to the extent that the total value of such perquisites and personal benefits was equal to or exceeded $10,000. Items deemed perquisites are valued on the basis of their aggregate incremental cost to the Company. We do not provide tax gross-ups to our NEOs for any perquisites; however, we do in certain cases pay expatriate and tax equalization benefits in connection with overseas assignments, as discussed further in footnote (k). |

  170. summary compensation table

    | (c) Reflects amounts related to income tax preparation services, plus other services provided under Chevron’s Financial Counseling Program, including life event, tax, investment, and estate planning services. |

  171. summary compensation table

    | (d) The Company maintains cars and drivers that the NEOs may use for business transportation and, in certain circumstances, for personal travel. NEOs may reimburse the Company’s incremental costs for any personal travel. For security reasons, Mr. Wirth is provided with access to the Company’s cars, drivers, and security personnel for both business and personal use. The aggregate incremental cost for such personal use reflects the sum of (i) a percentage of the total variable operating costs (including fuel and incremental maintenance costs, if any) for each vehicle used for personal use, based on personal use miles divided by the total miles traveled per vehicle, and (ii) all amounts paid for driver overtime for personal use. |

  172. summary compensation table

    | (e) Generally, executives are not allowed to use Company planes for personal use. For security reasons, due to the nature of Chevron’s business as a global integrated energy company, the Board mandates that Mr. Wirth fly on the corporate aircraft for all business and personal travel whenever it is feasible. Chevron U.S.A. Inc. (“CUSA”) and Mr. Wirth have entered into an Aircraft Time-Sharing Agreement (“ATSA”). Pursuant to the terms of the ATSA, Mr. Wirth reimbursed CUSA for a portion of his personal use of the corporate aircraft in 2024 within amounts permitted under FAA regulations. On a very limited basis, the CEO may authorize the personal use of a Company plane by other persons if, for example, it is in relation to and part of a trip that is otherwise business-related, such as a personal leg while on Company business, authorizing a spouse and/or other family members to accompany an executive on business travel (for which there was no incremental cost to the Company in 2024), or if it is in connection with a personal emergency. Aggregate incremental cost was determined by multiplying the operating hours attributable to personal use by the 2024 average hourly direct operating costs, plus actual crew and security costs (for overnight lodging, meals, transportation, and other incremental costs), plus actual flight-specific incremental costs and fees, where applicable. |

  173. summary compensation table

    | (f) For Mr. Wirth, reflects expenses primarily related to security costs at his personal residences, which includes perimeter and physical security enhancements, network security and monitoring, security consulting fees, and other services. For Ms. Bonner, includes fees for other services. For Mr. Nelson, reflects residential security costs related to security consulting fees and other services. For Mr. Hearne, reflects residential security costs related to network security and monitoring ($54,687), security consulting fees ($50,020), and other services. For Mr. Pate, reflects residential security costs related to network security and monitoring fees and other services. For Mr. Breber, reflects residential security costs related to network security and monitoring and security consulting fees. |

  174. summary compensation table

    | (g) Reflects expenses consisting of personnel and related services under Chevron’s security surveillance program covering certain executive officers and other employees that are in addition to security services provided at our offices and at business-related events. Amounts reported reflect allocation of costs among the executive officers and other employees that are covered by such security services. While the Company views these security services as appropriate business-related expenses for the benefit of the Company, the Company has determined, based on past SEC statements, to classify these services as perquisites for SEC reporting purposes. The need for these services arises out of the executive officers’ employment responsibilities. These services have been arranged at the recommendation of Chevron’s security advisors and are in response to incidents and threats targeting certain Chevron personnel. As with security provided when appropriate at business events and during business travel, the Company adjusts its executives’ security arrangements as circumstances warrant. Amounts reported as All Other Compensation for 2022 and 2023 have been restated to include these expenses not previously included, which in 2022 were $618,817 and $250,708 for Mr. Wirth and Mr. Pate, respectively. For 2023, such amounts were $895,799 and $269,364 for Mr. Wirth and Mr. Pate, respectively. See page 70 of our “Compensation Discussion and Analysis” in this Proxy Statement for an additional discussion of security-related services for our executives. |

  175. summary compensation table

    | (h) Includes executive physical and/or related diagnostic procedures. |

  176. summary compensation table

    | (i) Expenses related to the relocation of an NEO’s primary work location to a location more than 50 miles away from the current location. These relocation benefits were provided under Chevron’s U.S. relocation program for all exempt employees. For Mr. Wirth, includes home sale assistance and benefits such as closing cost and commissions, shipment of household goods ($118,583), temporary lodging and travel, and other standard miscellaneous relocation benefits. For Mr. Nelson, includes shipment of household goods, temporary lodging and travel, and other standard miscellaneous relocation benefits ($26,648). No home loss buyout benefits or tax gross-up on any relocation benefits were provided. |

  177. summary compensation table

    | (j) Generally, every two years, the Board travels to an international Chevron location of operation to gain additional insight into Chevron’s operations in such location and to meet with local and expatriate Chevron management and personnel, as well as local, state, and national officials. Officers’ spouses are invited to join the Board and officers on the international Board trip, including any related excursions and events, to learn about Chevron’s operations, foster social interaction among the Directors and executives, attend receptions with local and expatriate Chevron employees and their families and with local government officials, tour Chevron facilities, and participate in community engagement and other goodwill activities on behalf of Chevron. Amounts reported reflect the actual aggregate incremental cost incurred in connection with the NEOs’ spouses’ attendance at the Board of Directors’ September 2024 trip to Angola, Zambia, and Zimbabwe, including for meals, tours, and other activities for the spouse. In addition, the amounts reflect costs incurred for all participants on the Angola, Zambia, and Zimbabwe Board trip for advance planning and coordination of certain excursions and events ($18,618 per attendee), travel on corporate and charter aircraft to a non-company location ($17,091 per attendee), lodging, meals, security detail, medical personnel, and other expenses, including vendor fees, associated with such travel. Except for the use of corporate aircraft, for which incremental cost was calculated in the manner described in footnote (e) above, the amounts presented reflect the actual aggregate incremental cost to Chevron, which is generally allocated among the officers, Directors, and family members in attendance. The amounts allocated for attendance by family members are then attributed to the related officer or Director. |

  178. summary compensation table

    | (k) Ms. Bonner and Messrs. Nelson, Hearne, and Breber served on expatriate assignments in prior years, during which they received customary expatriate and tax equalization benefits intended to place expatriate employees in a similar net tax position as a similarly compensated employee in the United States. Amounts shown for Ms. Bonner and Mr. Breber reflect amended tax equalization and similar payments in 2024. For Messrs. Nelson and Hearne, equalization benefits are not reflected above, as estimated taxes plus prior years’ reconciliations resulted in a net negative value in compensation for the NEOs. |

  179. summary compensation table

    | (l) Includes actual cost of legal services and filing fees provided to Mr. Wirth. Reflects the value of retirement gifts presented to Messrs. Hearne and Breber, as well as the value of goods received by Mr. Hearne as part of the Chevron headquarters relocation. Also includes the aggregate incremental cost of tickets for performing arts events and commercial flights, meals, activities, ground transportation, domestic Board trips, and other amenities for corporate events attended by NEOs and members of their families. From time to time, the NEOs and/or members of their families attend sporting or performing arts events for which Chevron is a corporate sponsor and for which the Company incurs no incremental cost. |

  180. summary compensation table

    | (7) Revised as described in footnote 6(g) above. |

  181. summary compensation table

    | (8) Mr. Breber retired in March 2024, and Ms. Bonner became Vice President and Chief Financial Officer. |

  182. summary compensation table

    | (9) Includes a final payout of Mr. Breber’s accrued, but unused vacation balance, in the amount of $13,467, which is required to be paid under California law upon termination of employment. |

  183. grants of plan-based awards

    grants of plan-based awards

  184. outstanding equity awards at 2024 fiscal year-end

    outstanding equity awards at 2024 fiscal year-end The following table sets forth information concerning the outstanding equity incentive awards at December 31, 2024, for each of our NEOs.

  185. outstanding equity awards at 2024 fiscal year-end

    | | Option awards | | | | | Stock awards | | | | | Name(1) | Grant date of awards | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable(2) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(3) | Market value of shares or units of stock that have not vested ($)(4) | Equity incentive plan awards: number of unearned shares, units, or other rights that have not vested (#)(5) | Equity incentive plan awards: market or payout value of unearned shares, unit, or other rights that have not vested ($)(6) | | M.K. Wirth | 2/6/2024 | — | 115,100 | $152.35 | 2/6/2034 | 29,984 | $4,342,855 | 119,914 | $17,368,344 | | | 1/25/2023 | 30,933 | 61,867 | $179.08 | 1/25/2033 | 16,408 | $2,376,482 | 51,496 | $7,458,681 | | | 1/26/2022 | 113,200 | 56,600 | $132.69 | 1/26/2032 | 32,318 | $4,680,899 | | | | | 1/27/2021 | 317,100 | | $88.20 | 1/27/2031 | 49,449 | $7,162,187 | | | | | 1/29/2020 | 298,100 | | $110.37 | 1/29/2030 | 41,893 | $6,067,821 | | | | | 1/30/2019 | 236,900 | | $113.01 | 1/30/2029 | | | | | | | 1/31/2018 | 182,100 | | $125.35 | 1/31/2028 | | | | | | | 1/25/2017 | 80,800 | | $117.24 | 1/25/2027 | | | | | | | 1/27/2016 | 239,900 | | $83.29 | 1/27/2026 | | | | | | E.P. Bonner | 2/6/2024 | — | 28,200 | $152.35 | 2/6/2034 | 7,339 | $1,063,032 | 29,378 | $4,255,110 | | | 1/25/2023 | 5,800 | 11,600 | $179.08 | 1/25/2033 | 3,212 | $465,184 | 9,646 | $1,397,127 | | | 1/26/2022 | 21,400 | 10,700 | $132.69 | 1/26/2032 | 6,266 | $907,628 | | | | | 1/27/2021 | 28,334 | | $88.20 | 1/27/2031 | 6,748 | $977,331 | | | | | 1/29/2020 | 7,534 | | $110.37 | 1/29/2030 | 3,200 | $463,488 | | | | M.A. Nelson | 2/6/2024 | — | 36,800 | $152.35 | 2/6/2034 | 9,584 | $1,388,141 | 38,336 | $5,552,586 | | | 1/25/2023 | 10,033 | 20,067 | $179.08 | 1/25/2033 | 5,323 | $770,911 | 16,699 | $2,418,683 | | | 1/26/2022 | 28,733 | 14,367 | $132.69 | 1/26/2032 | 8,200 | $1,187,691 | | | | | 1/27/2021 | 81,900 | | $88.20 | 1/27/2031 | 12,765 | $1,848,832 | | | | | 1/29/2020 | 77,000 | | $110.37 | 1/29/2030 | 10,934 | $1,583,677 | | | | | 1/30/2019 | 62,600 | | $113.01 | 1/30/2029 | | | | | | | 1/31/2018 | 27,700 | | $125.35 | 1/31/2028 | | | | | | | 1/25/2017 | 18,100 | | $117.24 | 1/25/2027 | | | | | | A.N. Hearne | 2/6/2024 | — | 36,800 | $152.35 | 2/6/2034 | 9,584 | $1,388,141 | 38,336 | $5,552,586 | | | 1/25/2023 | 10,033 | 20,067 | $179.08 | 1/25/2033 | 5,323 | $770,911 | 16,699 | $2,418,683 | | | 1/26/2022 | 21,666 | 10,834 | $132.69 | 1/26/2032 | 6,185 | $895,814 | | | | | 1/27/2021 | 41,134 | | $88.20 | 1/27/2031 | 9,624 | $1,394,003 | | | | | 1/29/2020 | 19,334 | | $110.37 | 1/29/2030 | 8,179 | $1,184,694 | | |

  186. outstanding equity awards at 2024 fiscal year-end

    | | Option awards | | | | | Stock awards | | | | | Name(1) | Grant date of awards | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable(2) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(3) | Market value of shares or units of stock that have not vested ($)(4) | Equity incentive plan awards: number of unearned shares, units, or other rights that have not vested (#)(5) | Equity incentive plan awards: market or payout value of unearned shares, unit, or other rights that have not vested ($)(6) | | R.H. Pate | 2/6/2024 | — | 28,200 | $152.35 | 2/6/2034 | 7,339 | $1,063,032 | 29,378 | $4,255,110 | | | 1/25/2023 | 7,666 | 15,334 | $179.08 | 1/25/2033 | 4,109 | $595,192 | 12,793 | $1,852,938 | | | 1/26/2022 | 28,733 | 14,367 | $132.69 | 1/26/2032 | 8,252 | $1,195,267 | | | | | 1/27/2021 | 41,134 | | $88.20 | 1/27/2031 | 9,648 | $1,397,406 | | | | | 1/29/2020 | 58,000 | | $110.37 | 1/29/2030 | 8,158 | $1,181,611 | | | | | 1/30/2019 | 47,200 | | $113.01 | 1/30/2029 | | | | | | | 1/31/2018 | 40,200 | | $125.35 | 1/31/2028 | | | | | | | 1/25/2017 | 35,475 | | $117.24 | 1/25/2027 | | | | | | P.R. Breber | 1/25/2023 | 23,000 | | $179.08 | 1/25/2033 | 4,074 | $590,135 | 12,793 | $1,852,938 | | | 1/26/2022 | 43,100 | | $132.69 | 1/26/2032 | 8,200 | $1,187,691 | | | | | 1/27/2021 | 81,900 | | $88.20 | 1/27/2031 | 12,765 | $1,848,832 | | | | | 1/29/2020 | 77,000 | | $110.37 | 1/29/2030 | 10,823 | $1,567,547 | | | | | 1/30/2019 | 62,600 | | $113.01 | 1/30/2029 | | | | | | | 1/31/2018 | 52,900 | | $125.35 | 1/31/2028 | | | | | | | 1/25/2017 | 40,000 | | $117.24 | 1/25/2027 | | | | |

  187. outstanding equity awards at 2024 fiscal year-end

    | (1) Termination for reasons other than for misconduct may result in full or partial vesting of awards granted under the LTIP. Full or partial vesting depends upon the sum of an NEO’s age plus their years of service. This policy reflects our belief that the LTIP should be designed to encourage retention and support long-term employment. For a description of the effect of this policy on the outstanding LTIP awards of our NEOs, refer to the “Potential Payments Upon Termination or Change-in-Control” section of this Proxy Statement. |

  188. outstanding equity awards at 2024 fiscal year-end

    | (2) Stock options have a 10-year term. 2016 and earlier grants vest at the rate of one-third per year, with vesting occurring on the first, second, and third annual anniversary of the grant date. For awards granted 2017 through 2023, one-third vests each January 31, starting with the January 31 that is at least one year following the grant date. For 2024 and later grants, one-third vests each February 10, starting with the February 10 that is at least one year following the grant date. Stock option awards do not accrue dividends or dividend equivalents. |

  189. outstanding equity awards at 2024 fiscal year-end

    | (3) Represents unvested RSUs and dividend equivalents, rounded to whole units. 2022 and earlier awards are paid out in cash at the end of the five-year vesting period. For 2023, awards are settled in stock upon vesting one-third each January 31 following the first anniversary of the grant date. 2024 and later awards are settled in stock upon vesting one-third each February 10 following the first anniversary of the grant date. |

  190. outstanding equity awards at 2024 fiscal year-end

    | (4) Market value is based upon number of RSUs that have not been vested or released, including, when applicable, dividend equivalents, multiplied by $144.84, the closing price of Chevron common stock on December 31, 2024. |

  191. outstanding equity awards at 2024 fiscal year-end

    | (5) Represents performance shares and dividend equivalents, rounded to whole shares, that vest and are paid out in cash for 2023 and prior awards and stock for 2024 and later awards, at the end of the applicable three-year performance period. The estimated shares for the 2023 award are based upon a 100% performance multiplier, and the estimated shares for the 2024 award are based upon a 200% performance multiplier. |

  192. outstanding equity awards at 2024 fiscal year-end

    | (6) Represents the estimated value of performance shares based upon the number of performance shares, including dividend equivalents, multiplied by $144.84, the closing price of Chevron common stock on December 31, 2024. The estimated payout value for the 2023 award is based on a 100% performance multiplier, and the estimated value for the 2024 award is based on a 200% performance multiplier. The estimated value may not necessarily reflect the final payout. The final payout will be calculated in the manner described in footnote 2 to the “Option Exercises and Stock Vested in Fiscal Year 2024” table in this Proxy Statement. |

  193. option exercises and stock vested

    option exercises and stock vested

  194. pension benefits table

    pension benefits table The following table sets forth information concerning the present value of benefits accumulated by our NEOs, under our defined benefit retirement plans, or pension plans.

  195. pension benefits table

    | Name | Plan name | Number of years credited service(1) | Present value of accumulated benefit(2) | Payments during last fiscal year(3) | | M.K. Wirth | Chevron Retirement Plan | 39 | $2,282,528 | — | | | Chevron Retirement Restoration Plan | | $40,113,421 | — | | E.P. Bonner | Chevron Retirement Plan | 3 | $66,218 | — | | | Chevron Retirement Restoration Plan | | $222,384 | — | | | Chevron UK Pension Plan | 23 | $655,571(4) | — | | | Chevron UK Unfunded Retirement Benefit | | $1,498,444(4) | — | | M.A. Nelson | Chevron Retirement Plan | 39 | $2,352,477 | — | | | Chevron Retirement Restoration Plan | | $20,195,776 | — | | A.N. Hearne | Chevron Retirement Plan | 15 | $447,805 | — | | | Chevron Retirement Restoration Plan | | $2,150,177 | — | | | Chevron UK Pension Plan | 20 | $1,292,088(4) | — | | R.H. Pate | Chevron Retirement Plan | 15 | $551,291 | — | | | Chevron Retirement Restoration Plan | | $3,416,196 | — | | P.R. Breber | Chevron Retirement Plan | 35 | — | $2,077,992 | | | Chevron Retirement Restoration Plan | | $14,359,061 | $666,557 |

  196. pension benefits table

    | (1) Credited service is computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to Chevron’s audited 2024 financial statements and is generally the period that an employee is a participant in the plan for which the employee is an eligible employee and receives pay from a participating company. For the CRP and RRP, credited service does not include service prior to July 1, 1986, if employees were under age 25. Our NEOs have such pre–July 1, 1986, age 25 service. Their actual years of service are as follows: Mr. Wirth, 42 years; Mr. Nelson, 40 years. |

  197. pension benefits table

    | (2) Reflects the actuarial present value of the accumulated benefit as of December 31, 2024, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to Chevron’s audited 2024 financial statements. For the CRP and RRP, a present value of the benefit is determined at the earliest age when participants may retire without any benefit reduction due to age (age 60, or current age if older, for NEOs), using service and compensation as of December 31, 2024. This present value is then discounted with interest to the date used for financial reporting purposes. Except for the assumption that the retirement age is the earliest retirement without a benefit reduction due to age, the assumptions used to compute the present value of accumulated benefits are the assumptions described in Note 23, “Employee Benefit Plans,” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. These assumptions include the discount rate of 5.7% for CRP and 5.5% for RRP as of December 31, 2024. This rate reflects the rate at which benefits could be effectively settled and is equal to the equivalent single rate resulting from yield curve analysis as described in Note 23. The present values reflect the forms of payment based on the interest rate and mortality table assumptions used for financial reporting purposes on December 31, 2024, which are prescribed by the Pension Protection Act of 2006. |

  198. pension benefits table

    | See footnote 5 to the “Summary Compensation Table” in this Proxy Statement for a description of the factors related to the change in the present value of the pension benefit. |

  199. pension benefits table

    | Mr. Breber elected to receive his RRP benefit in five annual installments. The present value of Mr. Breber’s accumulated RRP benefit reflects the present value of his outstanding benefit, following the distribution made for payment of taxes, as of December 31, 2024. |

  200. pension benefits table

    | (3) Mr. Breber elected a lump sum payment of the CRP benefit following his March 2024 retirement. In addition, a portion of his RRP benefit was distributed for payment of taxes. |

  201. pension benefits table

    | (4) Reflects the actuarial present value of the accumulated benefit as of December 31, 2024, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to Chevron’s audited 2024 financial statements. For the CUKPP and URB, a present value of the benefit is determined at the earliest age when participants may retire without any benefit reduction being applied to some or all of their pension due to age (this is age 60 or 65, respectively, for Ms. Bonner and Mr. Hearne), using service and compensation as of the date at which benefits ceased accruing. This present value is then discounted with interest to the date used for financial reporting purposes. The assumptions used to compute the present value of accumulated benefits are the assumptions described in Note 23, “Employee Benefit Plans,” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. These assumptions include the discount rate of 5.6% as of December 31, 2024. This rate is equal to the single equivalent rate resulting from consideration of yield curves derived from market yields on high-quality fixed income instruments as of December 31, 2024, and the distribution of the CUKPP’s projected future benefit payments. Benefits in the CUKPP are automatically increased, both once in payment and over the period from the date accrual ceased to the date pensions commenced. Indexation is generally linked to U.K. price inflation, which is assumed at the average rate of 2.8% per annum from December 31, 2024, but subject to limitations. See footnote 5 to the “Summary Compensation Table” in this Proxy Statement for a description of the factors related to the change in the present value of the pension benefit. |

  202. pension benefits table

    Our NEOs are eligible for a pension after retirement and participate in both the Chevron Retirement Plan (a defined-benefit pension plan that is intended to be tax-qualified under Code section 401(a)) and the Chevron Retirement Restoration Plan (an unfunded, nonqualified defined-benefit pension plan). The RRP is designed to provide benefits comparable with those provided by the CRP, but that cannot be paid from the CRP because of Code limitations on benefits and earnings. In addition to the U.S.-based plans, Ms. Bonner and Mr. Hearne are eligible for benefits under the CUKPP (a defined-benefit pension plan that is intended to be a registered pension scheme under the Finance Act 2024 of the Parliament of the United Kingdom). For employees hired prior to January 1, 2008, including Messrs. Wirth, Nelson, and Breber the age 65 retirement benefits are calculated as a single life annuity equal to 1.6% of the participant’s highest average earnings multiplied by years of credited service, minus an offset for Social Security benefits. For this purpose, HAE is the average of the highest base salary and CIP awards over 36 consecutive months. On December 31, 2024, the applicable annualized averages were: Mr. Wirth, $5,672,778, and Mr. Nelson, $2,945,467. Mr. Breber retired March 29, 2024, and his annualized annual average under the CRP was $2,329,367. The CRP benefit reflects the earnings limitation imposed by the Code for qualified plans. On December 31, 2024, the applicable annualized earnings, after reflecting the average of the last three-year Code compensation limitations, was $326,667. The RRP benefit reflects the difference between the total retirement benefit and the benefit provided under the CRP. The age 65 retirement benefits for employees hired prior to January 1, 2008, are actuarially reduced below age 50, reduced by early retirement discount factors of 5% per year from age 50 to age 60, and unreduced at age 60. For employees who became eligible for U.S. benefits on or after January 1, 2008, including Ms. Bonner and Messrs. Hearne and Pate, the age 65 retirement benefits are calculated as a lump sum equal to the participant’s annualized HAE multiplied by 11% for the years of credited service before age 60 and 14% for the years of credited service after age 60. For this purpose, HAE is the average of the highest base salary and CIP awards over 60 consecutive months. On December 31, 2024, the applicable averages were: Ms. Bonner, $1,565,909; Mr. Hearne, $1,828,573; and Mr. Pate, $2,329,367. The CRP benefit reflects the earnings limitation imposed by the Code for qualified plans. On December 31, 2024, the applicable annualized earnings, after reflecting the average of the last five-year Code compensation limitations, were $311,000 for Ms. Bonner and Messrs. Hearne and Pate. For employees hired after December 31, 2007, the amount of the benefit is reduced by 4.5% annual compound interest if payment commences prior to age 60. For the CRP and RRP, participants are eligible for an early retirement benefit if they are vested on the date employment ends. Generally, a participant is vested after completing five years of service. All NEOs are eligible for an early retirement benefit, calculated as described above. Despite the calculations above, all retirees may elect to have their CRP benefits paid in the form of a lump-sum, single life annuity, joint and survivor annuity, life and term-certain annuity, or a uniform income annuity. The equivalent of optional forms of annuity payment are calculated by multiplying the early retirement benefit by actuarial factors, based on age, in effect on the benefit calculation date. The Code’s applicable interest rate and applicable mortality table are used for converting from one form of benefit to an actuarially equivalent optional form of benefit. Employees can elect to have their CRP benefit commence prior to normal retirement age, which is age 65, but no earlier than when employment ends. CRP participants do not make distribution elections until separation from service. The RRP may be paid as early as the first quarter that is at least one year following separation from service. Retirees may elect to receive the RRP lump-sum equivalent in a single payment or in up to 10 annual installments. For U.K. heritage Texaco employees hired prior to January 1, 2003, including Mr. Hearne, the CUKPP benefit is calculated as an age 60 joint life annuity equal to 1.85% of the participant’s final pensionable pay multiplied by eligible years of credited service up to December 31, 2002, minus a state pension offset (calculated as 1/46th of the annual equivalent of the single person’s basic state pension in force upon termination of pensionable service) and as an age 65 joint life annuity equal to 1.9% of the participant’s final pensionable pay multiplied by eligible years of credited service from January 1, 2003, minus a state pension offset (calculated as 1/44th of the annual equivalent of the single person’s basic state pension in force upon termination of pensionable service). For U.K. heritage Chevron employees hired prior to January 1, 2003, including Ms. Bonner, the CUKPP benefit is calculated as an age 65 joint life annuity equal to 1.9% of the participant’s final pensionable pay multiplied by eligible years of credited service minus a state pension offset (calculated as 1/44th of the annual equivalent of the single person’s basic state pension in force upon termination of pensionable service). For eligible participants, including Ms. Bonner, the URB provides benefits comparable with those provided in the CUKPP but cannot be paid from the plan due to U.K. tax authority limits on the annual amount that can be put into registered pension schemes. For the CUKPP, participants can elect to receive a portion of their benefit as a tax-free lump sum and a smaller monthly pension. The age 65 retirement benefit is actuarially reduced if commenced prior to age 65, and the age 60 retirement benefit is actuarially increased if commenced after age 60. The URB is converted to a lump-sum equivalent that is paid immediately following separation from service. Our NEOs made the following RRP distribution elections:

  203. pension benefits table

    | Name | Number of annual installments elected | Time of first payment | | M.K. Wirth | 1 | First quarter that is at least one year following separation from service | | E.P. Bonner | 1 | First quarter that is at least one year following separation from service | | M.A. Nelson | 10 | First quarter that is at least one year following separation from service | | A.N. Hearne | 1 | First quarter that is at least one year following separation from service | | R.H. Pate | 1 | First quarter that is at least one year following separation from service | | P.R. Breber | 5 | First January that is at least one year following separation from service |

  204. nonqualified deferred compensation table

    nonqualified deferred compensation table In this section, we set forth information concerning the value of each NEO’s compensation that is deferred pursuant to our DCP and our ESIP-RP.

  205. potential payments upon termination or change-in-control

    potential payments upon termination or change-in-control With the exception of Mr. Pate, our NEOs do not have employment contracts or other agreements or arrangements that provide for enhanced severance, special guaranteed payments, or other benefits upon retirement, termination, or change-in-control. In 2018, Mr. Pate and Chevron entered into agreements relating solely to the vesting of Mr. Pate’s outstanding equity awards, if any, and the value of the Company’s contribution to the retiree health benefit upon termination; such agreements are described in the table below and in our “Compensation Discussion and Analysis–Compensation Governance: Oversight and Administration of the Executive Compensation Program–Employment, Severance, and Change-in-Control Agreements” in this Proxy Statement. In addition, in the event of a change-in-control, our NEOs are not eligible for accelerated vesting of outstanding equity awards under the LTIP. However, upon termination for reasons other than misconduct (as defined in the LTIP), our NEOs are entitled to accrued and vested interests (and in some cases deemed vesting of unvested interests) in their outstanding equity awards, retirement plan benefits, and certain limited perquisites. Under the LTIP, full or partial vesting of unvested equity grants is a function of the sum of an NEO’s age plus their time in service and the reason for termination. Our policy reflects our belief that our equity and benefit programs should be designed to encourage retention and support long-term employment. Many of our business decisions have long-term horizons, and to ensure that our executives have a vested interest in our future profitability, such programs enable executives with long service to continue to share in our success. The increasing benefits of longer service on equity grants is illustrated by the following table.

  206. potential payments upon termination or change-in-control

    | | Termination for misconduct(1) | Termination for any reason less than one year after grant date(1) | Termination for any reason other than misconduct and grants held for at least one year after grant date,(2) and on termination date either: | | | | | | | Are less than age 60 and have less than 75 points (sum of age and service) | Are at least age 60 or have at least 75 points | Are at least age 65 or have at least 90 points | | Performance shares | Forfeit 100% of grant | Forfeit 100% of grant | Forfeit 100% of grant | Prorated vesting(3) | 100% vested(3) | | RSUs | Forfeit 100% of grant | Forfeit 100% of grant | Forfeit 100% of grant | Prorated vesting(3) | 100% vested(3) | | Stock options | Forfeit 100% of grant | Forfeit 100% of grant | Forfeit 100% of unvested grant 180 days from termination to exercise(4) | Prorated vesting 5 years from termination to exercise(4) | 100% vested(3) Remaining term to exercise |

  207. potential payments upon termination or change-in-control

    | (1) For grants of awards during or after 2005 that have been exercised or in the case of performance shares or RSUs, vested and paid, the Board of Directors has the ability to claw back any gains if an NEO engages in certain acts of misconduct, as described in our “Compensation Discussion and Analysis–Compensation Governance: Oversight and Administration of the Executive Compensation Program–Compensation Recovery Policies” in this Proxy Statement. Under the LTIP, “misconduct” is defined to include, among other things: embezzlement; fraud or theft; disclosure of confidential information or other acts that harm our business, reputation, or employees; misconduct resulting in Chevron having to prepare an accounting restatement; or failure to abide by post-termination agreements respecting confidentiality, noncompetition, and or non-solicitation. |

  208. potential payments upon termination or change-in-control

    | (2) For awards granted from 2017 through 2023, one must remain employed through the January 31 that is one year after the grant date or for awards granted in 2024 or later, through February 10 that is one year after the grant date. |

  209. potential payments upon termination or change-in-control

    | (3) Award based on and paid at the end of the performance or vesting period. |

  210. potential payments upon termination or change-in-control

    | (4) Or the remaining term, if less. |

  211. potential payments upon termination or change-in-control

    In the table that follows, we have assumed that each NEO except Mr. Breber terminated their employment for reasons other than for misconduct on December 31, 2024. Mr. Breber retired on March 29, 2024. Amounts reported do not include the value of vested and unexercised stock options reported in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table, performance shares or RSUs that vested in 2024 as reported in the “Option Exercises and Stock Vested in Fiscal Year 2024” table, or accrued retirement and other benefits reported in the “Pension Benefits Table” and “Nonqualified Deferred Compensation Table” in this Proxy Statement. We also do not include benefits that would be available generally to all or substantially all salaried employees on the U.S. payroll and do not discriminate in scope, terms, or operations in favor of our NEOs, such as accrued vacation, group life insurance, post-retirement health care, and the ESIP.

  212. potential payments upon termination or change-in-control

    | Benefits and payments upon termination for any reason other than for misconduct(1) |

  213. potential payments upon termination or change-in-control

    | Name | Base salary | CIP | Severance | Long-term incentives unvested and deemed vested due to termination(2) | | | Benefits(3) | | | | | | Performance shares | RSUs | Stock options | | | M.K. Wirth | — | — | — | $7,458,654 | $20,287,389 | $687,690 | $45,000 | | E.P. Bonner | — | — | — | $931,415 | $1,952,458 | $119,167 | $1,073,365 | | M.A. Nelson | — | — | — | $2,418,641 | $5,391,111 | $174,559 | — | | A.N. Hearne | — | — | — | $2,418,641 | $4,245,422 | $131,633 | $4,609,461 | | R.H. Pate | — | — | — | $1,852,877 | $4,369,476 | $174,559 | — | | P.R. Breber | — | — | — | $1,953,574 | $5,506,140 | $359,893 | — |

  214. potential payments upon termination or change-in-control

    | (1) Includes normal or early retirement and voluntary or involuntary (other than for misconduct) termination, including termination following a change-in-control. We do not maintain separate change-in-control programs for our NEOs. |

  215. potential payments upon termination or change-in-control

    | (2) Reflects values of deemed vested stock options, performance shares, and standard RSUs under the LTIP, based on the number of points (sum of age and number of years of service) at the time of termination. All awards granted in 2024 are forfeited upon a termination in 2024. |

  216. potential payments upon termination or change-in-control

    | Termination with more than 90 points |

  217. potential payments upon termination or change-in-control

    | Messrs. Wirth, Nelson, Hearne, and Pate have more than 90 points, as did Mr. Breber upon his retirement in March 2024. Termination with at least 90 points results in deemed vesting of unvested portions of grants that have met the minimum holding requirement, or the remaining one-third of the 2022 stock option grant, the remaining two-thirds of the 2023 stock option grant, 100% of the 2023 performance share grant, and 100% of the outstanding standard RSUs granted in 2020 through 2023. Vested stock options may be exercised through the remaining term of the option. |

  218. potential payments upon termination or change-in-control

    | In 2018, Chevron entered into an agreement with Mr. Pate, which provides that Mr. Pate is deemed to have 90 points if he is terminated on or after June 30, 2022, for any reason other than misconduct. |

  219. potential payments upon termination or change-in-control

    | Termination with more than 75 points and less than 90 points |

  220. potential payments upon termination or change-in-control

    | Ms. Bonner has more than 75 points but less than 90 points, which results in pro-rata vesting of all unvested standard LTIP grants that have met the minimum holding requirement. Ms. Bonner’s stock options vest based on the number of whole months from the grant date to December 31, 2024; vesting of 23/36 of her 2023 grant and 35/36 of her 2022 grant is accelerated, less any stock options previously released under the grants. Vested options may be exercised through December 31, 2029, or the 10th anniversary of the grant date, if earlier. Ms. Bonner’s performance shares vest based on the number of whole months from the performance period start date to December 31, 2024, or 24/36 of her 2023 grant. Ms. Bonner’s RSUs vest based on the number of whole months from the grant date to December 31, 2024, or 23/36 of her 2023 grant, 35/60 of her 2022 grant, 47/60 of her 2021 grant, and 59/60 of her 2020 grant, less any RSUs previously released under the grants. |

  221. potential payments upon termination or change-in-control

    | Valuation of performance shares, RSUs, and stock options |

  222. potential payments upon termination or change-in-control

    | Except for Mr. Breber, performance share values for the 2023 grants are calculated based on $144.84, the December 31, 2024, closing price of Chevron common stock, and a performance multiplier (the combination of weighted TSR modifier and ROCE-I modifier) of 100%. For Mr. Breber, the 2023 and 2022 grants are calculated based on $157.74, the closing price of chevron common stock on March 28, 2024, the date prior to his retirement, as March 29, 2024, was a market holiday. Refer to footnote 2 of the “Option Exercises and Stock Vested in Fiscal Year 2024” table in this Proxy Statement for a description of how we calculate the payout value of performance shares, as well as a summary of the amounts paid in February 2025 for the 2022 performance share grants. The TSR modifier for the 2023 grant depends on Chevron’s TSR for the three-year performance period relative to the LTIP Performance Share Peer Group and the S&P 500 Index and ranges from 0 to 200% in increments of 40%. The ROCE-I modifier for the 2023 grant depends on Chevron’s ROCE-I for the three-year performance period relative to the LTIP Performance Share Peer Group and ranges from 0 to 200% in increments of 50%. |

  223. potential payments upon termination or change-in-control

    | Restricted stock unit values are calculated based on $144.84, the December 31, 2024, closing price of Chevron common stock. For Mr. Breber, valuation is based on $157.74, the closing price on March 28, 2024, the date prior to his date of retirement. |

  224. potential payments upon termination or change-in-control

    | Stock option values are calculated based on the difference between $144.84, the December 31, 2024, closing price of Chevron common stock, and the option exercise price as reported in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table in this Proxy Statement, multiplied by the deemed vested stock options. For Mr. Breber, valuation is based on $157.74, the closing price on March 28, 2024, the date prior to his date of retirement. |

  225. potential payments upon termination or change-in-control

    | (3) Mr. Wirth will be provided with post-retirement office and administrative support services during his lifetime. The estimated aggregate incremental cost of these benefits is approximately $45,000 per year, which represents the estimated compensation and benefit cost for administrative support personnel, allocated based on 25% of the time dedicated to providing such services and no incremental cost for utilizing vacant office space at a Chevron facility. |

  226. potential payments upon termination or change-in-control

    | Our NEOs are eligible to receive early retirement benefits from the CRP and the RRP upon separation from service. Their distribution elections and the present value of accumulated benefits are disclosed in the “Pension Benefits Table” in this Proxy Statement. |

  227. potential payments upon termination or change-in-control

    | Our NEOs are also eligible to receive payment from the ESIP-RP and from the DCP upon separation from service. Their distribution elections and the aggregate plan balances as of December 31, 2024, are disclosed in the “Nonqualified Deferred Compensation Table” in this Proxy Statement. |

  228. potential payments upon termination or change-in-control

    | Ms. Bonner and Mr. Hearne transferred from the U.K. payroll to the U.S. payroll in 2022 and 2010 respectively. Upon termination, Ms. Bonner and Mr. Hearne are eligible for a one-time payment to reflect the difference in the value of their actual U.K. retirement plan benefits and the value of the UK Pension Plan benefit had it included their compensation following transfer to the U.S. payroll. CUKPP rules in effect at the earlier of termination of the plan or the participant’s ultimate termination of employment will be applied for the calculation. This is a standard policy applied consistently to employees who transfer payrolls. |

  229. potential payments upon termination or change-in-control

    | In 2018, Chevron entered into an agreement with Mr. Pate, which provides for benefits and payments in an amount equal to the actuarial value of the difference between the portion of retiree health Company contribution, based on points at termination, and the full applicable Company contribution at that time. |

  230. equity compensation plan information

    | (6) Consists of the DCP, which is described in the “Nonqualified Deferred Compensation Table” in this Proxy Statement. |

  231. CEO pay ratio

    CEO pay ratio The ratio of the annual total compensation for the CEO to the annual total compensation of our median employee was 200:1 for 2024, calculated by dividing our CEO 2024 annual total compensation of $32,716,940 by the 2024 annual total compensation of our median employee of $163,744.(1) The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to choose from a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable with our pay ratio reported above. Our CEO to median employee pay ratio is a reasonable estimate calculated in a manner that is consistent with SEC rules based on a combination of compensation data from global payroll and human resources records and using the methodology, assumptions, and estimates described below. We identified the median employee using our employee population as of October 1, 2024, which included approximately 44,200 individuals located in 49 countries, of which 25,574 employees were on U.S. payroll and 16,542 were on non-U.S. payrolls. Utilizing the “de minimis exemption” as permitted by SEC rules, we excluded approximately 4.7% of the total employee population in the non-U.S. jurisdictions with small employee populations. As a result, we excluded 2,084 individuals in 29 non-U.S. countries. The excluded countries and their employee populations were as follows: Bahrain (6), Bangladesh (469), Belgium (132), Cambodia (47), Cameroon (9), China (323), Cyprus (11), Egypt (65), El Salvador (89), Equatorial Guinea (76), Finland (2), Germany (107), Greece (10), Guatemala (51), Honduras (29), Hong Kong (74), India (8), Mexico (55), Netherlands (105), Norway (2), Pakistan (104), Panama (37), Republic of Congo (39), Republic of Korea (10), Russian Federation (28), Sri Lanka (75), Taiwan (1), United Arab Emirates (67), and Vietnam (53). As a result of these exclusions, the employee population used to identify the median employee was composed of 42,116 individuals. We included employees from the following non-U.S. countries: Angola, Argentina, Australia, Bermuda, Brazil, Canada, Colombia, France, Indonesia, Israel, Japan, Kazakhstan, Kuwait, Malaysia, Nigeria, Philippines, Singapore, Thailand, the United Kingdom, and Venezuela. We identified the median employee using 2024 total cash compensation as our consistently applied compensation measure, calculated for employees as the sum of (i) 2024 annual base salary determined as of October 1, 2024, and (ii) the actual annual cash bonus paid in the first quarter of 2024, provided, however, that for hourly employees who work for Chevron Australia Downstream Stores Pty Ltd., Chevron Singapore Pte. Ltd., and Chevron Stations Inc., their total cash compensation was instead based on actual wages and bonus paid during 2024. The compensation in non-U.S. currencies was converted to U.S. dollars using an average foreign exchange rate for the month of October 2024. Our pay philosophy is to pay our workforce competitively and equitably; we offer competitive pay packages across all geographies based on industry-specific compensation in the local market, job responsibilities, and individual performance. In general, our compensation programs are applied consistently across the workforce, and compensation targets are set using a consistent methodology regardless of job function, with a higher percentage of pay-at-risk provided to executives. We believe both our CEO and our employee compensation packages are appropriately structured to attract and retain the talent needed to deliver on our business plan and to drive long-term stockholder value.

  232. CEO pay ratio

    | 1 | The annual total compensation of the median employee is calculated in the same manner as CEO annual total compensation in the Summary Compensation Table. |

  233. pay versus performance table

    pay versus performance table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive Compensation Actually Paid (“CAP”) and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation–Compensation Discussion and Analysis” starting on page 47.

  234. pay versus performance table

    | | CEO pay | | Other NEO pay | | Value of initial fixed $100 investment based on: | | Other performance measures | | | Year | Summary compensation table total for CEO (1) | CAP for CEO (2) | Average summary compensation table total for non-CEO NEOs (3) | Average CAP for non-CEO NEOs (4) | Total stockholder return (5) | Peer Group total stockholder return (5)(6) | Net income (billions) (7) | Return on capital employed (ROCE) (8) | | 2024 | $32,716,940 | $32,819,290 | $7,940,633 | $8,381,055 | $150 | $153 | $17.7 | 10.1% | | 2023 (9) | $27,385,655 | $(23,775,565) | $9,582,811 | $(3,233,256) | $148 | $151 | $21.4 | 11.9% | | 2022 (9) | $24,192,742 | $87,365,079 | $8,065,929 | $25,159,420 | $171 | $145 | $35.5 | 20.3% | | 2021 | $22,610,285 | $54,351,572 | $8,654,188 | $17,681,842 | $108 | $92 | $15.6 | 9.4% | | 2020 | $29,017,031 | $7,582,335 | $9,053,126 | $2,548,051 | $74 | $66 | $(5.5) | (2.8)% |

  235. pay versus performance table

    | (1) Represents amounts reported for Mr. Wirth for each corresponding year in the “Summary Compensation Table” in the “Total” column. |

  236. pay versus performance table

    | (2) Amounts for each fiscal year do not reflect the actual amount of compensation earned by or paid to Mr. Wirth during the applicable year. In accordance with SEC rules, the amounts reported in this column were calculated by making the following adjustments to amounts reported for Mr. Wirth in the “Summary Compensation Table” in the “Total” column: |

  237. pay versus performance table

    | Year | Reported summary compensation table total for CEO | Less reported value of equity awards (a) | Plus award adjustments (b) | Less reported change in the actuarial present value of pension benefits (c) | Plus pension benefit adjustments (d) | CAP to CEO | | 2024 | $32,716,940 | $(18,657,345) | $24,669,488 | $(6,719,876) | $810,083 | $32,819,290 |

  238. pay versus performance table

    | (a) Represents the sum of the amounts reported in the “Summary Compensation Table” in the “Stock Awards” and “Option Awards” columns. |

  239. pay versus performance table

    | (b) Represents the following adjustments: (i) the addition of year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the addition (or subtraction if negative) of the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the addition (or subtraction if negative) of the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the addition of the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Equity award values are calculated in accordance with ASC Topic 718. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  240. pay versus performance table

    | Year | Year-end fair value of equity awards granted in the year and unvested at year-end | Year over year change in fair value of outstanding and unvested equity awards | Fair value as of vesting date of equity awards granted and vested in the year | Year over year change in fair value of equity awards granted in prior years that vested in the year | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | Total equity award adjustments | | 2024 | $20,514,805 | $(129,038) | — | $4,339,116 | $(55,395) | — | $24,669,488 |

  241. pay versus performance table

    | (c) Represents the amount reported in the “Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column. |

  242. pay versus performance table

    | (d) Represents the aggregate of two components: (i) the actuarially determined service cost under the CRP and RRP for services rendered by Mr. Wirth during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows: |

  243. pay versus performance table

    | Year | Service cost | Prior service cost | Total pension benefit adjustments | | 2024 | $810,083 | — | $810,083 |

  244. pay versus performance table

    | (3) Represents, for each applicable year, the average of the amounts reported in the “Summary Compensation Table” in the “Total” column for the NEOs as a group (excluding Mr. Wirth). The NEOs (excluding Mr. Wirth) included for purposes of calculating the average amounts in each applicable year are as follows: for 2024, Ms. Bonner and Messrs. Nelson, Hearne, Pate, and Breber; for 2023, Messrs. Breber, Nelson, Hearne, and Pate; for 2022, Messrs. Breber, Johnson, Nelson, and Pate; and for 2021 and 2020, Messrs. Breber, Johnson, Geagea, and Nelson. |

  245. pay versus performance table

    | (4) Amounts for each fiscal year do not reflect the actual average of reported amounts of compensation earned by or paid to the NEOs as a group (excluding Mr. Wirth) during the applicable year. In accordance with SEC rules, the amounts reported in this column for each fiscal year were calculated by making the following adjustments to average total compensation for the NEOs as a group (excluding Mr. Wirth), using the same methodology described above in footnote 2. For Ms. Bonner and Mr. Hearne, amounts include U.K. pension benefits. |

  246. pay versus performance table

    | Year | Average reported summary compensation table total for non-CEO NEOs | Less average reported value of equity awards | Plus average equity award adjustments (a) | Less average reported change in the actuarial present value of pension benefits | Plus average pension benefit adjustments (b) | Average CAP to non-CEO NEOs | | 2024 | $7,940,633 | $(4,213,819) | $5,633,988 | $(1,198,160) | $218,413 | $8,381,055 |

  247. pay versus performance table

    Chevron Corporation 2025 Pr oxy Statement

  248. pay versus performance table

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  249. pay versus performance table

    | Year | Average year- end fair value of equity awards granted in the year and unvested at year-end | Year over year average change in fair value of outstanding and unvested equity awards | Average fair value as of vesting date of equity awards granted and vested in the year | Year over year average change in fair value of equity awards granted in prior years that vested in the year | Average fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | Average value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | Total average equity award adjustments | | 2024 | $4,633,369 | $40,035 | — | $973,236 | $(12,652) | — | $5,633,988 |

  250. pay versus performance table

    | (b) The amounts deducted or added in calculating the total pension benefit adjustments are as follows: |

  251. pay versus performance table

    | Year | Average service cost | Average prior service cost | Total average pension benefit adjustments | | 2024 | $218,413 | — | $218,413 |

  252. pay versus performance table

    | (5) Represents, for each applicable year, cumulative total stockholder return beginning December 31, 2019, at market close. |

  253. pay versus performance table

    | (6) Competitor Peer Group refers to BP, ExxonMobil, Shell, and TotalEnergies. The average cumulative TSR is weighted by each peer’s market cap as of the beginning of each year. |

  254. pay versus performance table

    | (7) Figures rounded. |

  255. pay versus performance table

    | (8) ROCE is calculated by dividing earnings (adjusted for after-tax interest expense and noncontrolling interests) by the average of total debt, noncontrolling interests, and Chevron Corporation stockholders’ equity for the year. |

  256. pay versus performance table

    | (9) Revised as described in footnote 6(g) of the “Summary Compensation Table” in this Proxy Statement. |

  257. Compensation Actually Paid and TSR (cumulative and peer)

    Compensation Actually Paid and TSR (cumulative and peer) (1)

  258. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income (1)

  259. Compensation Actually Paid and ROCE

    Compensation Actually Paid and ROCE (1)

  260. Compensation Actually Paid and ROCE

    | (1) Figures rounded. |