DEF 14A of Chevron Corp, Apr 7, 2026

DEF 14A of Chevron Corp

Filed Apr 7, 2026 · FY20250001193125-26-145617

Open on EDGAR

  1. Director nominee tenure ranges

    Director nominee tenure ranges

  2. Director nominee tenure ranges

    | |

  3. nominees for director

    nominees for director The Governance Committee recommended, and the Board set, a current Board size of 13 Directors, which will be reduced to 12 Directors effective upon Mr. Moorman’s retirement at the 2026 Annual Meeting. Each Director nominee is a current Director.

  4. director summary

    director summary

  5. director summary

    | | | | Current Committee assignment | | | | | | | Director | Director since | Principal occupation | Ind(1) | AC(2) | BN&GC(3) | MCC(4) | PP&SC(5) | 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 | | Enrique Hernandez, Jr. | 2008 | Executive Chairman, Inter-Con Security Systems, Inc. | • | | | M | C | • The Macerich Company | | John B. Hess | 2025 | Former Chairman and CEO, Hess Corporation | | | | | M | • The Goldman Sachs Group, Inc. | | Marillyn A. Hewson | 2021 | Retired Chairman, President, and CEO, Lockheed Martin Corporation | • | M | | | | • Johnson & Johnson | | Thomas W. Horton | 2026 | Senior Advisor, Global Infrastructure Partners, and Former Chairman, President, and CEO of American Airlines Group Inc. | • | M | | | | • General Electric Company (operating as GE Aerospace) • Walmart Inc. | | Jon M. Huntsman Jr. | 2020 | Vice Chairman and President, Strategic Growth, Mastercard Incorporated | • | | | M | M | • Ford Motor Company | | Dambisa F. Moyo | 2016 | Co-Principal, Versaca Investments | • | M | | | | • Starbucks Corporation | | Debra Reed-Klages | 2018 | Retired Chairman, CEO, and President, Sempra | • | C | | | | • Caterpillar Inc. • Lockheed Martin Corporation | | D. James Umpleby III | 2018 | Former Chairman and CEO, Caterpillar Inc. | • | | M | | M | • None | | Cynthia J. Warner | 2022 | Former President and CEO, Renewable Energy Group, Inc. | • | | | | M | • Sempra • Bloom Energy Corporation | | Michael K. Wirth | 2017 | Chairman and CEO, Chevron Corporation | | | | | | • None |

  6. director summary

    | (1) Independent within the meaning of the listing standards of the NYSE. No material relationship exists with Chevron other than as a Director. |

  7. director summary

    | (2) Audit Committee. Effective as of May 26, 2026, the Committee membership will be John B. Frank (Chairperson), Thomas W. Horton, Dambisa F. Moyo, and Debra Reed-Klages. |

  8. director summary

    | (3) Board Nominating and Governance Committee. Effective as of May 26, 2026, the Committee membership will be D. James Umpleby III (Chairperson), Wanda M. Austin, Marillyn A. Hewson, and Jon M. Huntsman Jr. |

  9. director summary

    | (4) Management Compensation Committee. Effective as of May 26, 2026, the Committee membership will be Marillyn A. Hewson (Chairperson), Wanda M. Austin, Enrique Hernandez, Jr., and D. James Umpleby III. |

  10. director summary

    | (5) Public Policy and Sustainability Committee. Effective as of May 26, 2026, the Committee membership will be Jon M. Huntsman Jr. (Chairperson), Enrique Hernandez, Jr., John B. Hess, and Cynthia J. Warner. |

  11. director summary

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

  12. director summary

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

  13. director summary

    | Wanda M. Austin | 71 | | 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 | | |

  14. 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. | |

  15. Director Insights

    Director Insights

  16. Director Insights

    | Q | What areas of Chevron’s strategy do you feel investors should be focused on in the coming years? | A | “I have been consistently impressed by the strong internal alignment at Chevron around our mission to safely deliver energy that is affordable, reliable, and ever cleaner. For a global energy company of our scale, the level of focus across the business is amazing.” |

  17. Director Insights

    | John B. Frank | 69 | | 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) | | |

  18. 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 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 |

  19. Director Insights

    Director Insights

  20. Director Insights

    | Q | Which Chevron facility visit over the past few years has enhanced your perspective of Chevron and how? | A | “During the Board’s recent visit to the Pascagoula Refinery, I was able to see how the Company’s emphasis on safety, environmental stewardship, and community engagement is implemented by our people in the field.” |

  21. Director Insights

    | Enrique Hernandez, Jr.| 70 | | Director | | Executive Chairman Inter-Con Security Systems, Inc. | Director Since December 2008 | Independent Yes | | Board Committees | | | | Public Policy and Sustainability (Chairperson); Management Compensation | | |

  22. Director Insights

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

  23. Director Insights

    Director Insights

  24. Director Insights

    | Q | Which Chevron facility visit over the past few years has enhanced your perspective of Chevron and how? | A | “My visit to the El Segundo Refinery in California deepened my appreciation for effective safety protocols and the measures that make Chevron a good neighbor to surrounding communities.” |

  25. Director Insights

    | John B. Hess | 72 | | Director | | Former Chairman and CEO Hess Corporation | Director Since July 2025 | Independent No | | Board Committees | | | | Public Policy and Sustainability | | |

  26. Director Insights

    | Current Public Company Directorships • The Goldman Sachs Group, Inc. Prior Public Company Directorships (within past five years) • Hess Corporation; Hess Midstream LP; KKR & Co. Inc. | Other Directorships and Memberships • The Center for Strategic and International Studies; The Business Council; The Council on Foreign Relations; The Trilateral Commission; Mount Sinai Health System; Lincoln Center for the Performing Arts; Harvard Business School |

  27. Director Insights

    Director Insights

  28. Director Insights

    | Q | What excites you about being on Chevron’s Board? | A | “I am excited to work with our team to help meet the world’s growing energy needs safely and responsibly and to make a positive social impact on the world around us.” |

  29. Director Insights

    | Marillyn A. Hewson | 72 | | Director | | Retired Chairman, President, and CEO Lockheed Martin Corporation | Director Since January 2021 | Independent Yes | | Board Committees | | | | Audit (audit committee financial expert) | | |

  30. Director Insights

    | Current Public Company Directorships • Johnson & Johnson Prior Public Company Directorships (within past five years) • None | Other Directorships and Memberships • Council of Chief Executives; University of Alabama President’s Cabinet and Culverhouse School of Business Board of Visitors; Fellow in American Institute of Aeronautics and Astronautics; American Academy of Arts and Sciences; Fellow in Royal Aeronautical Society; National Academy of Engineering; Board of Advisors of Air & Space Forces Association’s StellarXplorers Program; Executive Advisor to World 50 |

  31. Director Insights

    Director Insights

  32. 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 the recent technology showcase presented by our Chevron team to be particularly insightful and educational. They featured our extensive use of robotics across the business, the breadth of our autonomous operations, and the use of AI and other technologies in our exploration and production operations.” |

  33. Director Insights

    | Thomas W. Horton | 64 | | Director | | Senior Advisor Global Infrastructure Partners Former Chairman, President, and CEO American Airlines Group Inc. | Director Since January 2026 | Independent Yes | | Board Committees | | | | Audit (audit committee financial expert) | | |

  34. Director Insights

    | Current Public Company Directorships • General Electric Company (operating as GE Aerospace); Walmart Inc. Prior Public Company Directorships (within past five years) • EnLink Midstream (acquired by ONEOK, Inc. on January 31, 2025) | Other Directorships and Memberships • Blockchain; Cyrus One |

  35. Director Insights

    Director Insights

  36. Director Insights

    | Q | What excites you about being on Chevron’s Board? | A | “Energy is at the heart of progress in almost every human endeavor from transportation to the frontiers of AI. Abundant, ever cleaner energy is the foundation for higher living standards around the world. The Chevron team leads the way and it’s a privilege to be part of this Board.” |

  37. Director Insights

    | Jon M. Huntsman Jr. | 66 | | Director | | Vice Chairman and President, Strategic Growth Mastercard Incorporated | Director Since September 2020 | Independent Yes | | Board Committees | | | | Management Compensation; Public Policy and Sustainability | | |

  38. Director Insights

    | Current Public Company Directorships • Ford Motor Company Prior Public Company Directorships (within past five years) • Mobileye Global Inc. | Other Directorships and Memberships • Center for a New American Security; National Committee on U.S.-China Relations |

  39. Director Insights

    Director Insights

  40. Director Insights

    | Q | What excites you about being on Chevron’s Board? | A | “At Chevron, we are committed to constantly innovating to bring cleaner, reliable energy that advances and improves the lives of the global population. I feel tremendous responsibility and excitement to deliver for our customers and stockholders as a member of this Board. There isn’t a more consequential industry to be associated with.” |

  41. Director Insights

    | Dambisa F. Moyo | 57 | | Director | | Co-Principal Versaca Investments | Director Since October 2016 | Independent Yes | | Board Committees | | | | Audit (audit committee financial expert) | | |

  42. Director Insights

    | Current Public Company Directorships • Starbucks Corporation Prior Public Company Directorships (within past five years) • 3M Company | Other Directorships and Memberships • Condé Nast; National Geographic Society Board of Trustees; member of the House of Lords (United Kingdom) sitting as Baroness Moyo of Knightsbridge |

  43. Director Insights

    Director Insights

  44. Director Insights

    | Q | Which Chevron facility visit over the past few years has enhanced your perspective of Chevron and how? | A | “Our visit in 2025 to Pascagoula, Mississippi, was extremely useful to see our refining capabilities, meet and spend time with local government leaders, and see first hand the interconnectedness of our refining and shipping operations. We also heard how our investments in the community have supported local economies, including by helping advance the ‘Mississippi Miracle’ in education.” |

  45. Director Insights

    | Debra Reed-Klages | 69 | | Director | | Retired Chairman, CEO and President Sempra | Director Since December 2018 | Independent Yes | | Board Committees | | | | Audit (Chairperson and audit committee financial expert) | | |

  46. 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 |

  47. Director Insights

    Director Insights

  48. Director Insights

    | Q | Which trainings for the Board from the past year have you found most beneficial or particularly interesting, and why? | A | “The full Board recently participated in an education session focused on AI where we reviewed AI opportunities and risks, including how AI could reshape and drive improvements in our business. The Audit Committee also held a more targeted session on how AI applications can be leveraged in our finance and audit functions to enhance visibility and transparency in our processes.” |

  49. Director Insights

    | D. James Umpleby III | 68 | | Director | | Former Chairman and CEO Caterpillar Inc. | Director Since March 2018 | Independent Yes | | Board Committees | | | | Board Nominating and Governance; Public Policy and Sustainability | | |

  50. Director Insights

    | Current Public Company Directorships • None Prior Public Company Directorships (within past five years) • Caterpillar Inc. | Other Directorships and Memberships • The Business Council; National Petroleum Council; Peterson Institute for International Economics; Rose-Hulman Institute of Technology |

  51. Director Insights

    Director Insights

  52. Director Insights

    | Q | What excites you about being on Chevron’s Board? | A | “I am excited to be associated with a values-based organization that helps increase standards of living for people around the world by delivering energy in an environmentally responsible way.” |

  53. Director Insights

    | Cynthia J. Warner | 67 | | Director | | Former President and CEO Renewable Energy Group, Inc. | Director Since June 2022 | Independent Yes | | Board Committees | | | | Public Policy and Sustainability | | |

  54. Director Insights

    | Current Public Company Directorships • Sempra; Bloom Energy Corporation Prior Public Company Directorships (within past five years) • Renewable Energy Group, Inc.; IDEX Corporation | Other Directorships and Memberships • 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 |

  55. Director Insights

    Director Insights

  56. Director Insights

    | Q | What excites you about being on Chevron’s Board? | A | “Our Board is a group of deeply experienced and talented individuals who together provide strategic inputs to a company that is truly making a positive impact in the world of energy. I feel privileged to be a part of this meaningful enterprise, alongside a thought-provoking group of leaders.” |

  57. Director Insights

    | Michael K. (Mike) Wirth | 65 | | Chairman Since February 2018 | | Chairman and CEO Chevron Corporation | Director Since February 2017 | Independent No | | Board Committees | | | | None | | |

  58. 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 and Catalyst; member of the National Petroleum Council, the Business Roundtable, the American Heart Association CEO Roundtable, The Business Council, and the American Society of Corporate Executives |

  59. compensation during the fiscal year ended december 31, 2025

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | All other compensation ($)(2) | Total ($) | | Wanda M. Austin | $225,000(3)(4) | $235,000 | $7,500 | $467,500 | | John B. Frank | $155,000(5) | $235,000 | $7,500 | $397,500 | | Alice P. Gast | $142,651(6) | $235,000 | $— | $377,651 | | Enrique Hernandez, Jr. | $175,000(3) | $235,000 | $7,500 | $417,500 | | John B. Hess | $52,631(7) | $195,618 | $— | $248,249 | | Marillyn A. Hewson | $155,000(5) | $235,000 | $7,500 | $397,500 | | Thomas W. Horton | $—(8) | $— | $— | $— | | Jon M. Huntsman Jr. | $155,000 | $235,000 | $— | $390,000 | | Charles W. Moorman | $180,000(3)(5) | $235,000 | $7,500 | $422,500 | | Dambisa F. Moyo | $155,000 | $235,000 | $— | $390,000 | | Debra Reed-Klages | $185,000(3) | $235,000 | $— | $420,000 | | D. James Umpleby III | $155,000(5) | $235,000 | $— | $390,000 | | Cynthia J. Warner | $155,000(5) | $235,000 | $7,500 | $397,500 |

  60. compensation during the fiscal year ended december 31, 2025

    00 | Footnotes are on the following pages 26 a

  61. compensation during the fiscal year ended december 31, 2025

    27. | (1) Amounts reflect the aggregate grant date fair value for RSUs granted in 2025 under the NED Plan. We calculate the grant date fair value of these awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation–Stock Compensation (“ASC Topic 718”), for financial reporting purposes. The grant date fair value of these RSUs was $137.83 per unit, the closing price of Chevron common stock on May 27, 2025, except for the prorated award for Mr. Hess. Mr. Hess received a prorated grant of 1,251 RSUs for the compensation period covering July 28, 2025, the day he joined the Board, through May 26, 2026. For Mr. Hess, the grant date fair value of these RSUs was $156.28 per unit, the closing price of Chevron common stock on July 28, 2025, the effective date of his Board appointment. RSUs accrue dividend equivalents, the value of which is factored into the grant date fair value, and vest on the earlier of 12 months or the day preceding the first Annual Meeting following the date of the grant. For Dr. Gast, vesting of RSUs granted in 2025 was accelerated upon her death in October 2025 in accordance with the terms of her award agreement and the NED Plan. For purposes of this table only, estimates of forfeitures related to service-based vesting conditions for awards have been disregarded. RSUs are payable in Chevron common s

  62. compensation during the fiscal year ended december 31, 2025

    ck. | | As of December 31, 2025, the following non-employee Directors had the following number of shares subject to outstanding stock awards, deferrals, or stock opt

  63. compensation during the fiscal year ended december 31, 2025

    ns: | | Name | RSUs(a) | Stock units from Director’s deferral of cash retainer(b) | Stock options(c) | Total | | Wanda M. Austin | 1,742 | — | — | 1,742 | | John B. Frank | 18,881 | — | 14,413 | 33,294 | | Alice P. Gast | 26,872 | — | — | 26,872 | | Enrique Hernandez, Jr. | 33,269 | 1,686 | — | 34,955 | | John B. Hess | 1,279 | — | — | 1,279 | | Marillyn A. Hewson | 10,448 | 5,662 | — | 16,110 | | Thomas W. Horton | — | — | — | — | | Jon M. Huntsman Jr. | 1,742 | — | — | 1,742 | | Charles W. Moorman | 36,352 | 20,060 | 28,809 | 85,221 | | Dambisa F. Moyo | 5,852 | — | — | 5,852 | | Debra Reed-Klages | 15,995 | 1,354 | — | 17,349 | | D. James Umpleby III | 1,742 | — | — | 1,742 | | Cynthia J. Warner | 6,503 | 358 | — |

  64. compensation during the fiscal year ended december 31, 2025

    861 | | (a) Represents awards of RSUs and dividend equivalents rounded to whole units. Awards of deferred RSUs are settled in shares of Chevron common stock in either one or 10 annual installments following the Director’s retirement, resignation, or death. RSUs not deferred are settled in shares upon vesting on the earlier of 12 months or the day preceding the first Annual Meeting following the date of the grant. The terms of awards of RSUs are described

  65. compensation during the fiscal year ended december 31, 2025

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

  66. compensation during the fiscal year ended december 31, 2025

    iary. | | (c) Represents nonstatutory/nonqualified stock options awarded under the NED Plan prior to December 31, 2021. Effective December 31, 2021, non-employee Directors may no longer elect to receive stock options in lieu of their cash retainer. Any outstanding stock options previously granted remain outstanding under the terms of the original grant until the options are exercised or

  67. compensation during the fiscal year ended december 31, 2025

    xpire. | | The stock options are exercisable for that number of shares of Chevron common stock determined by dividing the amount of the cash retainer subject to the election by the Black-Scholes value of a stock option on the date of grant. The stock options have an exercise price based on the closing price of Chevron common stock on the date of grant. Non-employee Directors who retire in accordance with Chevron’s Director Retirement Policy have until 10 years from the date of grant to exercise any outstanding options. Stock options do not accrue dividends or dividend equi

  68. compensation during the fiscal year ended december 31, 2025

    lents. | | (2) All Other Compensation for 2025 includes the followi

  69. compensation during the fiscal year ended december 31, 2025

    items: | | Name | Perquisites(a) | Charitable(b) | | Wanda M. Austin | $ — | $7,500 | | John B. Frank | $ — | $7,500 | | Alice P. Gast | $ — | $ — | | Enrique Hernandez, Jr. | $ — | $7,500 | | John B. Hess | $ — | $ — | | Marillyn A. Hewson | $ — | $7,500 | | Thomas W. Horton | $ — | $ — | | Jon M. Huntsman Jr. | $ — | $ — | | Charles W. Moorman | $ — | $7,500 | | Dambisa F. Moyo | $ — | $ — | | Debra Reed-Klages | $ — | $ — | | D. James Umpleby III | $ — | $ — | | Cynthia J. Warner | $ —

  70. compensation during the fiscal year ended december 31, 2025

    $7,500 | | (a) Perquisites and personal benefits did not equal or exceed $10,000 for any Directo

  71. compensation during the fiscal year ended december 31, 2025

    in 2025. | | (b) Amounts reflect payments made to charitable organizations under Chevron Humankind, our charitable matching gift and community involvement program, to match donations made by the non-employee Directo

  72. compensation during the fiscal year ended december 31, 2025

    in 2025. | | (3) Amount includes the additional retainer paid for serving as a Board Committee Chairperson

  73. compensation during the fiscal year ended december 31, 2025

    ring 2025. | | (4) Amount includes the additional cash retainer paid for serving as Lead Director

  74. compensation during the fiscal year ended december 31, 2025

    uring 2025. | | (5) Director has elected to defer all or a portion of the cash retainer under the NED

  75. compensation during the fiscal year ended december 31, 2025

    lan in 2025. | | (6) Dr. Gast served as a member of the Board until her death on Oc

  76. compensation during the fiscal year ended december 31, 2025

    ber 27, 2025. | | (7) Reflects Mr. Hess’s prorated cash retainer when he joined the Board during the 2025 Annual Com

  77. compensation during the fiscal year ended december 31, 2025

    nsation Cycle. | | (8) Mr. Horton joined the Board on January 27, 2026, and did not receive compe

  78. committee meetings held in 2025: 7

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

  79. pay philosophy

    | • | Pay competitively in each local market where we operate. Our target compensation is determined by benchmarking comparable positions at other companies of equivalent size, scale, complexity, capital intensity, and geographic footprint. |

  80. pay philosophy

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

  81. 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: | • Performance shares (50%): incentivize relative performance; three-year performance cycle; performance modifiers, composed of two elements, 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 100% of vested shares subject to two-year post-vesting holding period for executive officers • Stock options (25%): incentivize absolute performance; three-year ratable vesting; 10-year term | | Benefits | Competitive retirement and savings plan benefits to encourage retention and support long-term employment | |

  82. total stockholder return

    total stockholder return In early 2025, we raised our quarterly dividend per share by 5%, extending our annual dividend payment per share increase to 38 consecutive years. Over the past 15 years, the Company’s dividend growth rate of 6.0% per year (CAGR(1)) was more than twice that of the LTIP peer group(2)average and about two-thirds that of the S&P 500 Index. At year-end, our dividend yield(3) was nearly four times that of the S&P 500 Index. The large-cap integrated energy companies generally outperformed the S&P 500 Index in TSR over the one- and five- year periods. Chevron delivered competitive TSR performance among the LTIP peer group(2)over the long term, whereas short-term performance has been impacted by a softer near-term commodity price outlook given Chevron’s greater relative exposure to oil prices and less relative exposure to strong refining margins.

  83. total stockholder return

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

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

    annual incentive plan (Chevron Incentive Plan)(1)

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

    | 2025 corporate performance rating | | | CEO CIP award(2) $3,562,500 | | | | Metric | Weight | Score | | | | | Financial results | 35% | 1.18–1.35 | Corporate performance rating: 1.25 x Individual bonus component: $2,850,000 | | | | Capital & cost management | 30% | 1.32–1.50 | | | | | Operating & safety performance | 25% | 0.97–1.25 | Bonus target $3,135,000 | | Individual performance adjustment $285,000 (-9%) | | Lower carbon | 10% | 0.95–1.10 | | - | | | Corporate performance rating range | 1.15–1.35 | | | | | | Final corporate performance rating | 1.25 | | | | | | | | | Overall award capped at 200% of target | | |

  86. 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:

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

    | Component | Proportion | How 2025 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 reinforces stockholder alignment through a two-year post-vesting holding period for executive officers | Three-year ratable vesting | | Stock options | | 10-year term; rewarding absolute stock performance | Three-year ratable vesting |

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

    | 2023-2025 performance share payout: 15% payout multiplier |

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

    | (1) See pages 53-62 for more details regarding the program design and performance. |

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

    | (2) Figures rounded. |

  91. CEO realizable pay

    CEO realizable pay 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, 2025, for compensation opportunities awarded to him in 2023, 2024, and 2025. The realizable value of Mr. Wirth’s 2023-2025 compensation package as of December 31, 2025, 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.

  92. 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). |

  93. CEO realizable pay

    | • | For performance shares: reflects the final performance multiplier of 15% for 2023 grant and interim performance multipliers of 80% and 0%, respectively, for 2024 and 2025 grants, multiplied by Chevron’s 20-day trailing average price of Chevron common stock at the end of the 2025 performance period ($150.06) for the 2023 grant, and Chevron’s stock price at 12/31/2025 ($152.41) for 2024 and 2025 grants, including dividend accruals. |

  94. CEO realizable pay

    | • | For RSUs: reflects Chevron’s stock price at 12/31/2025 ($152.41), including dividend accruals. |

  95. CEO realizable pay

    | • | For stock options: reflects in-the-money value for 2023, 2024, and 2025 grants, with strike prices of $179.08 (2023), $152.35 (2024), and $153.22 (2025) relative to Chevron’s common stock price at 12/31/2025 of $152.41. |

  96. what we do

    | | Two-year RSU post-vesting holding period for executive officers |

  97. what we do

    | | MCC has discretion to reduce performance share payouts |

  98. 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 |

  99. what we do

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

  100. what we don’t do

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

  101. what we don’t do

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

  102. what we don’t do

    | No stock options granted below fair market valueX |

  103. what we don’t do

    | No change-in-control agreements for NEOsX |

  104. 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 peer groups are 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.

  105. use of peer groups

    | Peer Groups | Description | | Oil Industry Peer Group (eight 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 peer group is used to understand how each NEO’s total compensation compares with the total compensation for reasonably similar industry-specific positions. Hess Corp. was removed due to its acquisition by Chevron in July 2025. | | 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 peer group is used to benchmark compensation for non-industry specific executive positions and to periodically compare our compensation practices against broader market practice. | | 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. |

  106. 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 12/31/2025) of the Non–Oil Industry Peer Group was $190 billion (versus $304 billion for Chevron), and the median revenues for 2025(1) were $71 billion (versus $184 billion for Chevron).

  107. use of peer groups

    | (1) The revenues for Cisco and Procter & Gamble are based on fiscal years ended July 26, 2025, and June 30, 2025, respectively. All other companies’ revenue based on fiscal year ended December 31, 2025. |

  108. use of peer groups

    | (2) TotalEnergies is part of the LTIP Performance Share Peer Group, but not part of the Oil Industry Peer Group as of December 31, 2025. |

  109. 2025 NEO target compensation

    | Name | Base salary | Target CIP | Target LTIP | Target total compensation | | Michael K. Wirth | $1,900,000 | $3,135,000 (165%) | $17,500,000 | $22,535,000 | | Eimear P. Bonner | $1,050,000 | $1,155,000 (110%) | $4,329,000 | $6,534,000 | | Mark A. Nelson | $1,325,000 | $1,590,000 (120%) | $6,902,500 | $9,817,500 | | R. Hewitt Pate | $1,200,000 | $1,320,000 (110%) | $4,329,000 | $6,849,000 | | R. Clay Neff(1) | $1,030,000 | $1,133,000 (110%) | $3,261,600 | $5,424,600 |

  110. 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.

  111. 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:

  112. annual incentive plan (Chevron Incentive Plan)

    | • | Financial results (weighted 35%) |

  113. annual incentive plan (Chevron Incentive Plan)

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

  114. annual incentive plan (Chevron Incentive Plan)

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

  115. annual incentive plan (Chevron Incentive Plan)

    | • | Lower carbon (weighted 10%) |

  116. 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 52 for the target CIP value for each NEO.

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

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

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

    | reflects individual bonus target and performance adjustment |

  119. 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.

  120. 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 measures 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 45 and 55-57 for a discussion of 2025 performance. |

  121. 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%).

  122. 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 Peer Groups. The MCC then establishes a bonus range, which is 75% to 125% of the target for the performance cycle. |

  123. 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 within the bonus range based on an assessment of individual performance, taking into account personal effort and initiative, business and organizational performance, and the individual’s leadership impact on the enterprise. Under extraordinary circumstances, the IBC may be adjusted upward or downward, including down to zero or up to 200 percent of target, 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 and to the non-employee Directors of the Board and approves the IBCs for the other NEOs. The IBC for the CEO is reviewed and approved by votes of the independent Directors of the Board and of the non-employee Directors of the Board. The non-employee Directors ratify the IBCs for the other NEOs.

  124. 2025 CIP corporate performance rating

    2025 CIP corporate performance rating In January 2026, the MCC evaluated Chevron’s 2025 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 Plan(1). This raw score can span from 0.0 (reflecting very poor performance) to 2.0 (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 2025 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 0.0 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, 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 2025 performance year, the MCC assigned a CIP Corporate Performance Rating of 1.25, reflecting overall strong performance and in recognition of the significant workforce achievements during a year of substantial organizational change. 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. While the 2025 results include contributions from Hess Corp. following the acquisition, the MCC’s evaluation primarily compared legacy Chevron results against the legacy Plan assumptions. Plan assumptions were established in the second half of 2024 when Brent oil prices averaged around $82 per barrel, higher than the full-year 2025 average of less than $70 per barrel.

  125. 2025 CIP corporate performance rating

    | Category | Performance measures | Threshold | 2025 Plan(1) | Maximum | Consolidated Results / Results Excluding Hess Corp.(2)(3) | | Raw score(3) | Weighted score | | Financial results | Adjusted ROCE(4) (%) | | 8.9 | | 7.2% / 7.9% | l | 1.18-1.35 | 0.41-0.48 | | | Free cash flow excluding working capital(5) ($B) | | 14.9 | | $17.6B / $17.0B | l | | | | Capital & cost management | Operating expenses, excluding fuel and transportation(6) ($B) | 25.0 | 22.7 | 20.3 | $23.9B / $22.9B | l | 1.32-1.50 | 0.40-0.45 | | | Organic capital expenditures(7) ($B) | 17.2 | 15.0 | 12.9 | $16.5B / $14.4B | l | | | | | Major Milestone | | | | | l | | | | | Achieve TCO 3GP(8) first oil in 2Q25 | | 2Q25 | | 1Q25 | | | | | Operating & safety performance | Personal safety(9) | 18 | 16 | 15 | 11 | l | 0.97-1.25 | 0.24-0.31 | | | Process safety(9) | 20 | 16 | 11 | 8 | l | | | | | Net production, excluding asset sales(10) (MBOED) | 3,380 | 3,449 | 3,518 | 3,726 / 3,465 | l | | | | Lower carbon | Greenhouse gas (GHG) management | Complete GHG abatement projects to achieve potential designed abatement of approximately 0.5 MM tonnes of CO2e reductions per year | | | Completed potential designed abatement of 0.5 MM tonnes of CO2e per year. | l | 0.95-1.10 | 0.10-0.11 | | | Achieve ACES 1 Green Hydrogen substantial completion(11) | 2H25 | | | Successful completion of hydrogen production, compression, and storage in 2025. Expect substantial completion in 1Q 2026. | l | | | | | | | | | Corporate Performance Rating Range | | | 1.15–1.35 | | | | | | | Final Corporate Performance Rating | | | 1.25 |

  126. 2025 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. “Results Excluding Hess Corp.” means, in substantial part, the exclusion of capital expenditures associated with Hess Corp. |

  127. long-term incentive plan

    long-term incentive plan The purpose of the Long-Term Incentive Plan is to encourage performance that drives stockholder value over an extended time frame and provide competitive compensation opportunities to our NEOs. Each year in January, the MCC recommends the LTIP award value for the CEO and determines the LTIP award values for the other NEOs based on benchmarking data, as well as individual performance, experience, and leadership impact. In recommending the LTIP award 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 within the Peer Groups. The MCC also considers the CEO’s demonstrated performance, leadership effectiveness, and the Company’s size, scope, and complexity relative to the comparison companies. For the other NEOs, the MCC sets an annual target value for each salary grade as a multiple of salary, referencing median incentive opportunities for executive officers in similar positions at companies within the Peer Groups and adjusting for differences in size, scope and complexity as needed. The MCC then determines each NEO’s award value, adjusted upward or downward from target values, based on the MCC’s assessment of individual performance and retention considerations. This approach is consistent with the Company’s grant practice for all LTIP-eligible employees. The 2025 LTIP awards are comprised of three equity vehicles as listed in the following table. The awards illustrated represent pay opportunity. The ultimate realized value of equity-based awards is determined by absolute and relative stock price performance over the long term.

  128. long-term incentive plan

    | Component | 2025 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. | | | | | | | | | | Includes for executive officers a negative TSR adjustment in the payout formula that reduces the payout modifier by 20% in the event of an above-target payout result associated with negative TSR for the performance period. | | | | | | | | | | Actual number of shares granted is determined by dividing the proportionate 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 75 and 76 for calculation details. | | | | | | | | RSUs | | Three-year ratable vesting; 100% of vested shares have a two-year post-vesting holding period requirement for executive officers; RSUs accrue dividend equivalents that are reinvested as additional RSUs. | | | | | | | | | | Actual number of RSUs granted is determined by dividing the proportionate 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 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.” | | | | | | |

  129. 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 expectations. 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 Index. Like TSR, ROCE is a standard performance measure by which stockholders measure a company’s performance, and it allows for comparisons relative to peers within our industry. 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 deliver competitive TSR performance.

  130. 2023–2025 performance share payout

    2023–2025 performance share payout The three-year performance period for performance shares granted in January 2023 ended on December 31, 2025, resulting in a payout multiplier of 15% based on ranking:

  131. 2023–2025 performance share payout

    | • | 6 (out of 6) in TSR when compared with the LTIP Performance Share Peer Group and the S&P 500 Index |

  132. 2023–2025 performance share payout

    | • | 4 (out of 5) in ROCE-I when compared to the LTIP Performance Share Peer Group |

  133. 2023–2025 performance share payout

    For detail on the performance payout calculation, refer to the tables in the “Option Exercises and Stock Vested in Fiscal Year 2025” section beginning on page 75.

  134. 2025 LTIP grants

    2025 LTIP grants In January 2025, 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.

  135. 2025 LTIP grants

    | Name | 2025 LTIP award 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 | | R. Hewitt Pate | $4,329,000 | 14,130 | 7,060 | 28,800 | | R. Clay Neff | $3,261,600 | 10,640 | 5,320 | 21,700 |

  136. 2026 LTIP grants

    2026 LTIP grants In January 2026, the independent Directors, upon the recommendation of the MCC, approved the LTIP award value of $23,000,000 to Mr. Wirth. The increase of his LTIP award is based on the MCC’s assessment of compensation benchmarks among oil and non-oil peers and the intent to position Mr. Wirth’s compensation target at the market orientation that reflects Chevron’s relative size, scope, complexity and Mr. Wirth’s individual performance, leadership, and tenure. The independent Directors also ratified the LTIP awards for the other NEOs that are commensurate with their individual performance and market data. These awards have a grant date of February 1, 2026. Effective 2026, LTIP awards are composed of 50% performance shares and 50% RSUs. The MCC discontinued the use of stock options going forward. Performance shares granted in 2026 will be measured based 100% on relative TSR performance against the LTIP Performance Share Peer Group and the S&P 500 Index. ROCE, which continues to be a key measure of capital efficiency will be included as a performance measure in the annual CIP scorecard.

  137. 2026 LTIP grants

    | (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 award value shown above may not match the values presented in the “Summary Compensation Table” or the “Grants of Plan-Based Awards in Fiscal Year 2025” table in this Proxy Statement, on pages 67 and 71, respectively. |

  138. independent compensation advice

    | • | Selection of compensation comparator groups; and |

  139. employment, severance, and

    employment, severance, and

  140. change-in-control

    change-in-control

  141. agreements

    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 78-84, 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 83-84 in this Proxy Statement.

  142. equity award grant timing

    equity award grant timing Each January at a regularly scheduled meeting of the Board, the MCC recommends the aggregate grant date value for annual LTIP awards for the CEO, which are reviewed and approved by votes of the independent Directors and of the non-employee Directors. The MCC also approves the aggregate grant date value for annual LTIP awards for the other NEOs, which are ratified by a vote of the non-employee Directors. While these regularly scheduled Board meetings occur close in time to 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 value, the timing, and the terms of the annual LTIP awards. 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 executive officers. Beginning in 2026, stock options will no longer be awarded under the LTIP.

  143. summary compensation table

    summary compensation table The following table sets forth the compensation of our NEOs for the fiscal year ended December 31, 2025, and for the fiscal years ended December 31, 2024, and December 31, 2023, 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.

  144. 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 | 2025 | $1,900,000 | $13,524,995 | $4,376,640 | $3,562,500 | $1,079,652 | $2,384,453 | $26,828,240 | | | 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 | $27,385,655 | | E.P. Bonner Chief Financial Officer | 2025 | $1,039,583 | $3,345,741 | $1,082,880 | $1,443,800 | $343,467 | $270,592 | $7,526,063 | | | 2024 | $963,542 | $3,498,434 | $1,071,600 | $1,210,000 | — | $704,997 | $7,448,573 | | M.A. Nelson Vice Chairman | 2025 | $1,314,583 | $5,333,569 | $1,725,840 | $1,788,800 | $512,303 | $373,052 | $11,048,147 | | | 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 | | R.H. Pate Chief Legal Officer | 2025 | $1,189,583 | $3,345,741 | $1,082,880 | $2,640,000 | $550,678 | $297,967 | $9,106,849 | | | 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 | $7,549,357 | | R.C. Neff President, Upstream | 2025 | $999,625 | $2,519,945 | $815,920 | $1,137,500 | $440,294 | $3,313,882 | $9,227,166 |

  145. summary compensation table

    | (1) Reflects actual salary earned during the fiscal year covered. The amounts deferred under the DCP for each NEO are described in the “Nonqualified Deferred Compensation Table” disclosure in this Proxy Statement. |

  146. summary compensation table

    | (2) Amounts for the 2025 fiscal year reflect the aggregate grant date fair value of performance shares and RSUs granted under the LTIP on February 4, 2025. 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, 2025. 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. |

  147. summary compensation table

    | For performance shares granted on February 4, 2025, the per-share grant date fair value was $160.23, 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 $163.23. 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 $153.22, 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 2025 through December 2027). Payout is calculated in the manner described in footnote 2 of the “Option Exercises and Stock Vested in Fiscal Year 2025” table in this Proxy Statement. If the maximum level of performance were to be achieved for the performance shares granted in 2025, the grant date value would be $306.44 per share (200% of the grant date stock price), or $17,500,788 for Mr. Wirth; $6,901,029 for Mr. Nelson; $4,329,997 for Ms. Bonner and Mr. Pate; and $3,260,522 for Mr. Neff. |

  148. summary compensation table

    | The per-unit grant date fair value of the 2025 RSUs was $153.22, 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 on each February 10 following the first anniversary of the grant date. |

  149. summary compensation table

    | The material terms of performance shares and RSUs granted in 2025 are described in the “Grants of Plan-Based Awards in Fiscal Year 2025” and “Outstanding Equity Awards at 2025 Fiscal Year-End” tables in this Proxy Statement. |

  150. 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 4, 2025. The per-option grant date fair value was $37.60. 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, 2025. 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 2025 are described in the “Grants of Plan-Based Awards in Fiscal Year 2025” and “Outstanding Equity Awards at 2025 Fiscal Year-End” tables in this Proxy Statement. |

  151. summary compensation table

    | (4) 2025 amounts reflect CIP awards for the 2025 performance year that were paid in March 2026. Ms. Bonner elected to defer 5% of her CIP award to the DCP, or $72,190; and Mr. Pate elected to defer 25% of his CIP award to the DCP, or $660,000. 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. |

  152. summary compensation table

    | (5) 2025 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, the U.K. pension value from the CUKPP and the URB, from January 1, 2025, through December 31, 2025, 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. |

  153. summary compensation table

    | 2025 changes in the actuarial present value of an NEO’s U.S. pension value are attributable to six factors: |

  154. summary compensation table

    | Highest average earnings (“HAE”) – For Messrs. Wirth, Nelson, and Neff, 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 Mr. Pate, HAE is the highest consecutive five-year average base salary and CIP awards. |

  155. 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 2025 discount rates used to discount pension values from age 60 to an NEO’s current age, 5.5% for the CRP and 5.1% for the RRP, are lower than the 2024 discount rates of 5.7% for the CRP and 5.5% for the RRP. |

  156. 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 2025 than those used in 2024 by an average of 0.1% percentage point. 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. |

  157. 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. |

  158. summary compensation table

    | An additional year of benefit service earned in 2025 – All the NEOs worked for a full year in 2025; as a result, their pension benefits increased because they earned an additional year of benefit service. |

  159. summary compensation table

    | Demographic assumptions – Current mortality tables are unchanged compared with 2024. |

  160. summary compensation table

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

  161. summary compensation table

    | | | Factors | | | | | | | Name | Total percent change in pension value, Jan.–Dec. 2025(a) | HAE | Interest rate impact | Lump-sum basis | One additional year of age | One additional year of service | Demographic assumption changes | | M.K. Wirth | 2.5% | 0.3% | — | 1.8% | (2.1%) | 2.5% | — | | E.P. Bonner | 65.4% | 12.3% | 4.5% | 0.2% | 5.6% | 42.8% | — | | M.A. Nelson | 2.3% | — | — | 1.7% | (2.0%) | 2.6% | — | | R.H. Pate | 13.9% | 5.6% | — | — | 1.7% | 6.6% | — | | R.C. Neff | 2.8% | 0.5% | — | 1.6% | (2.0%) | 2.7% | — |

  162. summary compensation table

    | (a) Calculated as follows: (actuarial present value of accumulated benefit at December 31, 2025 (reported in the “Pension Benefits Table” in this Proxy Statement) – actuarial present value of accumulated benefit at December 31, 2024 (reported in the “Pension Benefits Table” in last year’s Proxy Statement)) / actuarial present value of accumulated benefit at December 31, 2024 (reported in the “Pension Benefits Table” in last year’s Proxy Statement). |

  163. summary compensation table

    | 2025 changes in the actuarial present value of an NEO’s U.K. pension value are attributable to five factors: |

  164. summary compensation table

    | An additional year of age – The CUKPP and URB provide an unreduced benefit at age 65 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. |

  165. 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. |

  166. 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 2025 discount rate of 5.6% used to discount pension values from age 65 to an NEO’s current age is consistent with the rate used in 2024. |

  167. 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. |

  168. summary compensation table

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

  169. summary compensation table

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

  170. summary compensation table

    | | | Factors | | | | | | Name | Total percent change in pension value, Jan.–Dec. 2025(b) | One additional year of age | Emerging inflation | Interest rate impact | Inflation | Demographic assumption changes | | E.P. Bonner | 4.2% | — | 0.3% | 5.6% | (1.4%) | (0.3%) |

  171. summary compensation table

    | (b) Calculated as follows: (actuarial present value of accumulated benefit at December 31, 2025 (reported in the “Pension Benefits Table” in this Proxy Statement) – actuarial present value of accumulated benefit at December 31, 2024 (reported in the “Pension Benefits Table” in last year’s Proxy Statement)) / actuarial present value of accumulated benefit at December 31, 2024 (reported in the “Pension Benefits Table” in last year’s Proxy Statement). |

  172. 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. |

  173. summary compensation table

    | (6) All Other Compensation for 2025 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. |

  174. summary compensation table

    | | M.K. Wirth | E.P. Bonner | M.A. Nelson | R.H. Pate | R.C. Neff | | ESIP Company Contributions(a) | $28,000 | $28,000 | $28,000 | $28,000 | $28,000 | | ESIP-RP Company Contributions(a) | $124,000 | $55,167 | $77,167 | $67,167 | $51,970 | | Perquisites(b) | | | | | | | Financial Counseling(c) | $15,000 | $14,098 | $23,953 | $15,000 | $18,208 | | Motor Vehicles(d) | $2,017 | — | — | — | — | | Corporate Aircraft(e) | $329,163 | — | — | — | — | | Security(f) | $132,813 | $11,489 | $13,489 | $54,767 | — | | Security Patrol Program(g) | $433,794 | $128,855 | $128,855 | $128,855 | — | | Executive Physical(h) | — | $5,200 | — | $1,113 | — | | Relocation(i) | $1,307,680 | — | $88,149 | — | — | | Expatriate & Tax Equalization Benefits(j) | — | $25,713 | $2,393 | — | $3,205,278 | | Other(k) | $11,986 | $2,070 | $11,046 | $3,065 | $10,426 | | Total, All Other Compensation | $2,384,453 | $270,592 | $373,052 | $297,967 | $3,313,882 |

  175. 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 ($350,000 of income in 2025) 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. |

  176. summary compensation table

    | (b) Reflects perquisites and personal benefits received by an NEO in 2025 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 (j). |

  177. 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. |

  178. 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. |

  179. 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 2025 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 2025), 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 2025 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. |

  180. summary compensation table

    | (f) For Mr. Wirth, reflects expenses primarily related to security costs at his personal residences ($118,324), which includes perimeter and physical security enhancements, network security and monitoring, security consulting fees, and other services. For Mr. Pate, reflects residential security costs related to network security and monitoring fees and other services ($41,278). |

  181. summary compensation table

    | (g) Reflects expenses consisting of personnel and related services under Chevron’s security patrol 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. See page 64 of our “Compensation Discussion and Analysis” in this Proxy Statement for an additional discussion of security-related services for our executives. |

  182. summary compensation table

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

  183. 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 relocation program for all U.S. payroll exempt employees. For Mr. Wirth, includes home sale assistance and benefits such as closing cost and commissions ($948,480), and other standard miscellaneous relocation benefits ($359,200). For Mr. Nelson, includes shipment of an automobile, home sale assistance and benefits such as closing cost and commissions ($65,279) and other standard miscellaneous relocation benefits. No home loss buyout benefits or tax gross-up on any relocation benefits were provided. |

  184. summary compensation table

    | (j) Ms. Bonner and Messrs. Nelson and Neff have served on expatriate assignments, 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 Messrs. Nelson and Neff ($2,827,079) reflect amended tax equalization and similar payments in 2025, and for Mr. Neff also includes expatriate assignment benefits ($378,199). |

  185. summary compensation table

    | (k) Includes actual cost of legal filing fees provided for Mr. Wirth, as well as the value of nominal gifts presented to Ms. Bonner and Messrs. Nelson and Neff. Includes the aggregate incremental cost of tickets for performing arts events and commercial flights, meals, activities, ground transportation, 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. |

  186. grants of plan-based awards in

    grants of plan-based awards in

  187. outstanding equity awards at 2025 fiscal year-end

    outstanding equity awards at 2025 fiscal year-end The following table sets forth information concerning the outstanding equity incentive awards at December 31, 2025, for each of our NEOs.

  188. outstanding equity awards at 2025 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 | 2/4/2025 | — | 116,400 | $153.22 | 2/4/2035 | 29,854 | $4,550,048 | 13,138 | $2,002,363 | | | 2/6/2024 | 38,366 | 76,734 | $152.35 | 2/6/2034 | 20,066 | $3,058,259 | 62,696 | $9,555,497 | | | 1/25/2023 | 61,866 | 30,934 | $179.08 | 1/25/2033 | 8,975 | $1,367,880 | | | | | 1/26/2022 | 169,800 | | $132.69 | 1/26/2032 | 33,794 | $5,150,544 | | | | | 1/27/2021 | 317,100 | | $88.20 | 1/27/2031 | 51,707 | $7,880,664 | | | | | 1/29/2020 | 298,100 | | $110.37 | 1/29/2030 | | | | | | | 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 | 2/4/2025 | — | 28,800 | $153.22 | 2/4/2035 | 7,382 | $1,125,091 | 3,251 | $495,485 | | | 2/6/2024 | 9,400 | 18,800 | $152.35 | 2/6/2034 | 5,117 | $779,882 | 15,360 | $2,341,018 | | | 1/25/2023 | 11,600 | 5,800 | $179.08 | 1/25/2033 | 1,679 | $255,896 | | | | | 1/26/2022 | 32,100 | | $132.69 | 1/26/2032 | 6,503 | $991,122 | | | | | 1/27/2021 | 28,334 | | $88.20 | 1/27/2031 | 7,002 | $1,067,175 | | | | | 1/29/2020 | 7,534 | | $110.37 | 1/29/2030 | | | | | | M.A. Nelson | 2/4/2025 | — | 45,900 | $153.22 | 2/4/2035 | 11,774 | $1,794,475 | 5,181 | $789,636 | | | 2/6/2024 | 12,266 | 24,534 | $152.35 | 2/6/2034 | 6,412 | $977,253 | 20,043 | $3,054,754 | | | 1/25/2023 | 20,066 | 10,034 | $179.08 | 1/25/2033 | 2,913 | $443,970 | | | | | 1/26/2022 | 43,100 | | $132.69 | 1/26/2032 | 8,575 | $1,306,916 | | | | | 1/27/2021 | 81,900 | | $88.20 | 1/27/2031 | 13,348 | $2,034,369 | | | | | 1/29/2020 | 77,000 | | $110.37 | 1/29/2030 | | | | | | | 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 | | | | |

  189. outstanding equity awards at 2025 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 | 2/4/2025 | — | 28,800 | $153.22 | 2/4/2035 | 7,382 | $1,125,091 | 3,251 | $495,485 | | | 2/6/2024 | 9,400 | 18,800 | $152.35 | 2/6/2034 | 4,926 | $750,772 | 15,360 | $2,341,018 | | | 1/25/2023 | 15,333 | 7,667 | $179.08 | 1/25/2033 | 2,232 | $340,179 | | | | | 1/26/2022 | 43,100 | | $132.69 | 1/26/2032 | 8,629 | $1,315,146 | | | | | 1/27/2021 | 41,134 | | $88.20 | 1/27/2031 | 10,089 | $1,537,664 | | | | | 1/29/2020 | 58,000 | | $110.37 | 1/29/2030 | | | | | | | 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 | | | | | | R.C. Neff | 2/4/2025 | — | 21,700 | $153.22 | 2/4/2035 | 5,563 | $847,857 | 2,448 | $373,100 | | | 2/6/2024 | 7,066 | 14,134 | $152.35 | 2/6/2034 | 3,714 | $566,051 | 11,572 | $1,763,689 | | | 1/25/2023 | 11,600 | 5,800 | $179.08 | 1/25/2033 | 1,679 | $255,896 | | | | | 1/26/2022 | 32,500 | | $132.69 | 1/26/2032 | 6,516 | $993,104 | | | | | 1/27/2021 | 41,134 | | $88.20 | 1/27/2031 | 10,140 | $1,545,437 | | | | | 1/29/2020 | 19,334 | | $110.37 | 1/29/2030 | | | | |

  190. outstanding equity awards at 2025 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. |

  191. outstanding equity awards at 2025 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. |

  192. outstanding equity awards at 2025 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. |

  193. outstanding equity awards at 2025 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 $152.41, the closing price of Chevron common stock on December 31, 2025. |

  194. outstanding equity awards at 2025 fiscal year-end

    | (5) Represents performance shares and dividend equivalents, rounded to whole shares, that vest and are paid out in stock at the end of the applicable three-year performance period. The estimated shares for the 2024 award are based upon a 100% performance multiplier, and the estimated shares for the 2025 award are based upon a 22% performance multiplier. |

  195. outstanding equity awards at 2025 fiscal year-end

    | (6) Represents the estimated value of performance shares based upon the number of performance shares, including dividend equivalents, multiplied by $152.41, the closing price of Chevron common stock on December 31, 2025. The estimated payout value for the 2024 award is based on a 100% performance multiplier, and the estimated value for the 2025 award is based on a 22% 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 2025” table in this Proxy Statement. |

  196. option exercises and stock vested

    option exercises and stock vested

  197. 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.

  198. pension benefits table

    | Name | Plan name | Number of years credited service(1) | Present value of accumulated benefit(2) | Payments during last fiscal year | | M.K. Wirth | Chevron Retirement Plan | 40 | $2,446,409 | — | | | Chevron Retirement Restoration Plan | | $41,029,192 | — | | E.P. Bonner | Chevron Retirement Plan | 4 | $97,267 | — | | | Chevron Retirement Restoration Plan | | $379,976 | — | | | Chevron UK Pension Plan | 23 | $1,131,506(3) | — | | | Chevron UK Unfunded Retirement Benefit | | $2,666,832(3) | — | | M.A. Nelson | Chevron Retirement Plan | 40 | $2,519,835 | — | | | Chevron Retirement Restoration Plan | | $20,540,721 | — | | R.H. Pate | Chevron Retirement Plan | 16 | $620,244 | — | | | Chevron Retirement Restoration Plan | | $3,897,921 | — | | R.C. Neff | Chevron Retirement Plan | 38 | $2,431,777 | — | | | Chevron Retirement Restoration Plan | | $13,528,073 | — |

  199. 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 2025 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. Some of our NEOs have such pre–July 1, 1986, age 25 service. Their actual years of service are as follows: Mr. Wirth, 43 years; Mr. Nelson, 41 years; Mr. Neff, 41 years. |

  200. pension benefits table

    | (2) Reflects the actuarial present value of the accumulated benefit as of December 31, 2025, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to Chevron’s audited 2025 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, 2025. 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, 2025. These assumptions include the discount rate of 5.5% for CRP and 5.1% for RRP as of December 31, 2025. 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, 2025, which are prescribed by the Pension Protection Act of 2006. |

  201. 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. |

  202. pension benefits table

    | (3) Reflects the actuarial present value of the accumulated benefit as of December 31, 2025, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to Chevron’s audited 2025 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 (age 65), 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, 2025. These assumptions include the discount rate of 5.6% as of December 31, 2025. 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, 2025, 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 2.6% per annum from December 31, 2025, 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. |

  203. 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 is 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 Neff 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, 2025, the applicable annualized averages were: Mr. Wirth, $5,692,222, Mr. Nelson, $2,945,467, and Mr. Neff, $2,114,306. The CRP benefit reflects the earnings limitation imposed by the Code for qualified plans. On December 31, 2025, the applicable annualized earnings, after reflecting the average of the last three-year Code compensation limitations, was $341,667. 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 Mr. 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, 2025, the applicable averages were: Ms. Bonner, $1,748,778; and Mr. Pate, $2,398,333. The CRP benefit reflects the earnings limitation imposed by the Code for qualified plans. On December 31, 2025, the applicable annualized earnings, after reflecting the average of the last five-year Code compensation limitations, were $324,000 for Ms. Bonner and Mr. Pate. For employees hired after December 31, 2007, the amount of the benefit is reduced by 4.5% annual compound interest if payment commences prior to age 60. For the CRP and RRP, participants are eligible for an early retirement benefit if 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 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. The URB is converted to a lump-sum equivalent that is paid immediately following separation from service.

  204. nonqualified deferred compensation table

    nonqualified deferred compensation table This section sets forth information concerning the value of each NEO’s compensation that is deferred pursuant to the DCP and the 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.

  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 and for awards granted in 2024 or 2025, 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. Prorated vesting of all unvested standard LTIP grants that have met the minimum holding requirement is based on (i) the number of whole months from the grant date to December 31, 2025, for stock options and RSUs, and (ii) the number of whole months from the performance period start date to December 31, 2025, for performance shares. |

  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 terminated their employment for reasons other than for misconduct on December 31, 2025. Amounts reported do not include the value of vested and unexercised stock options reported in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table, performance shares or RSUs that vested in 2025 as reported in the “Option Exercises and Stock Vested in Fiscal Year 2025” 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) | | | | | | | | | Performance shares | RSUs | Stock options | Benefits(3) | | M.K. Wirth | — | — | — | $9,555,446 | $17,457,369 | $4,604 | $45,000 | | E.P. Bonner | — | — | — | $1,560,684 | $2,385,941 | $470 | $1,161,735 | | M.A. Nelson | — | — | — | $3,054,814 | $4,762,273 | $1,472 | — | | R.H. Pate | — | — | — | $2,341,026 | $3,943,677 | $1,128 | — | | R.C. Neff | — | — | — | $1,763,673 | $3,360,561 | $848 | — |

  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 performance shares, standard RSUs, and stock options under the LTIP, based on the number of points (sum of age and number of years of service) at the time of termination as described the “Potential Payments Upon Termination” in this Proxy Statement. All awards granted in 2025 are forfeited upon a termination in 2025. |

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

    | Performance share values are calculated based on $152.41, the December 31, 2025, closing price of Chevron common stock, and a performance multiplier of 100%. See footnote 2 of the “Option Exercises and Stock Vested in Fiscal Year 2025” table in this Proxy Statement for a description of the performance share payout calculation. |

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

    | Restricted stock unit values are calculated based on $152.41, the December 31, 2025, closing price of Chevron common stock. |

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

    | Stock option values are calculated based on the difference between $152.41, the December 31, 2025, closing price of Chevron common stock, and the option exercise price as reported in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table in this Proxy Statement, multiplied by the deemed vested stock options. |

  219. 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. |

  220. 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. |

  221. 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. The present value of accumulated benefits are disclosed in the “Pension Benefits Table” in this Proxy Statement. |

  222. 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. The plan balances as of December 31, 2025, are disclosed in the “Nonqualified Deferred Compensation Table” in this Proxy Statement. |

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

    | Ms. Bonner transferred from the U.K. payroll to the U.S. payroll in 2022. Upon termination, Ms. Bonner is eligible for a one-time payment to reflect the difference in the value of her actual U.K. retirement plan benefits and the value of the UK Pension Plan benefit had it included her 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. |

  224. 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. |

  225. equity compensation plan information

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

  226. 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 175:1 for 2025, calculated by dividing our CEO 2025 annual total compensation of $26,828,240 by the 2025 annual total compensation of our median employee of $152,970.(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, 2025, which included approximately 43,137 individuals located in 49 countries, of which 23,834 employees were on U.S. payroll and 19,303 were on non-U.S. payrolls. Utilizing the “de minimis exemption” as permitted by SEC rules, we excluded approximately 4.6% of the total employee population in the non-U.S. jurisdictions with small employee populations. As a result, we excluded 1,966 individuals in 27 non-U.S. countries. The excluded countries and their employee populations were as follows: Bahrain (3), Bangladesh (460), Belgium (124), Cambodia (47), Cameroon (6), China (319), Cyprus (11), Egypt (62), El Salvador (86), Equatorial Guinea (87), Finland (1), Germany (105), Greece (11), Guatemala (48), Honduras (26), Hong Kong (70), Mexico (48), Netherlands (99), Norway (2), Pakistan (91), Panama (37), Republic of Korea (8), Russian Federation (26), Sri Lanka (72), Taiwan (1), United Arab Emirates (64), and Vietnam (52). As a result of these exclusions, the employee population used to identify the median employee was composed of 41,171 individuals. We included employees from the following non-U.S. countries: Angola, Argentina, Australia, Bermuda, Brazil, Canada, Colombia, France, India, Indonesia, Israel, Japan, Kazakhstan, Kuwait, Malaysia, Nigeria, Philippines, Singapore, Thailand, United Kingdom, and Venezuela. We identified the median employee using 2025 total cash compensation as our consistently applied compensation measure, calculated for employees as the sum of (i) 2025 annual base salary determined as of October 1, 2025, and (ii) the actual annual cash bonus paid in the first quarter of 2025, 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 2025. The compensation in non-U.S. currencies was converted to U.S. dollars using an average foreign exchange rate for the month of October 2025. 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 executive officers. 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.

  227. 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. |

  228. 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 43.

  229. 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 (1) | Average CAP for non-CEO NEOs (2) | Total stockholder return (3) | Peer Group total stockholder return (3)(4) | Net income (billions) (5) | Return on capital employed (ROCE) (6) | | 2025 | $26,828,240 | $17,696,603 | $9,227,056 | $6,733,836 | $222 | $275 | $12.3 | 6.6% | | 2024 | $32,716,940 | $32,819,290 | $7,940,633 | $8,381,055 | $202 | $230 | $17.7 | 10.1% | | 2023 | $27,385,655 | $(23,775,565) | $9,582,811 | $(3,233,256) | $199 | $228 | $21.4 | 11.9% | | 2022 | $24,192,742 | $87,365,079 | $8,065,929 | $25,159,420 | $231 | $218 | $35.5 | 20.3% | | 2021 | $22,610,285 | $54,351,572 | $8,654,188 | $17,681,842 | $146 | $139 | $15.6 | 9.4% |

  230. pay versus performance table

    | (1) Represents amounts reported for Mr. Wirth and 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 2025, Ms. Bonner and Messrs. Nelson, Pate, and Neff; 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, Messrs. Breber, Johnson, Geagea, and Nelson. |

  231. 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 or the NEOs as a group (excluding 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 in the “Summary Compensation Table” in the “Total” column: |

  232. pay versus performance table

    | | CEO | Average non-CEO NEOs | | Reported summary compensation table total | $ 26,828,240 | $ 9,227,056 | | Less reported value of equity awards (a) | $17,901,635 | $4,813,129 | | Plus year-end fair value of equity awards granted in the year and unvested at year-end (b) | $13,379,577 | $3,597,283 | | Plus year over year change in fair value of outstanding and unvested equity awards (b) | $(2,123,336) | $(574,551) | | Plus fair value as of vesting date of equity awards granted and vested in the year (b) | $ — | $ — | | Plus year over year change in fair value of equity awards granted in prior years that vested in the year (b) | $1,231,190 | $283,436 | | Less fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year (b) | $3,526,125 | $835,096 | | Plus value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation (b) | $ — | $ — | | Less reported change in the actuarial present value of pension benefits (c) | $1,079,652 | $461,686 | | Plus pension service cost (d) | $888,344 | $310,523 | | Plus prior service cost (e) | $ — | $ — | | CAP | $ 17,696,603 | $ 6,733,836 |

  233. 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. |

  234. 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. |

  235. 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. |

  236. pay versus performance table

    | (d) Represents the actuarially determined service cost under the CRP and RRP for services rendered during the applicable year (the “service cost”), calculated in accordance with U.S. GAAP. For Ms. Bonner, amounts include U.K. pension benefits. |

  237. pay versus performance table

    | (e) Represents 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”), calculated in accordance with U.S. GAAP. For Ms. Bonner amounts include U.K. pension benefits. |

  238. pay versus performance table

    | (3) Represents, for each applicable year, cumulative total stockholder return beginning December 31, 2020, at market close. |

  239. pay versus performance table

    | (4) 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. |

  240. pay versus performance table

    | (5) Figures rounded. |

  241. pay versus performance table

    | (6) 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. |

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

    Compensation Actually Paid and TSR (cumulative and peer) (4)

  243. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income (4)

  244. Compensation Actually Paid and ROCE

    Compensation Actually Paid and ROCE (4)

  245. Compensation Actually Paid and ROCE

    | (1) Earnings as detailed in “Definitions of Selected Financial Terms” in Exhibit 99.1 of Chevron’s Annual Report on Form 10-K for the year ended December 31, 2025 . |

  246. Compensation Actually Paid and ROCE

    | (2) ROCE is calculated by dividing earnings (adjusted for after-tax interest expense and noncontrolling interests) by the average of total debt, noncontrolling interests and Chevron Corporation stockholders’ equity for the year. |

  247. Compensation Actually Paid and ROCE

    | (3) Free cash flow is a non-GAAP financial measure. See Appendix A for a reconciliation to U.S. GAAP. |

  248. Compensation Actually Paid and ROCE

    | (4) Figures rounded. |