Chevron DEFA14A: Executive Compensation Details

TL;DR

CVX proxy statement out, detailing exec pay & equity awards for 2023. Expect details on pension values and stock grants.

AI Summary

Chevron Corporation (CVX) filed a DEFA14A, detailing executive compensation and related matters for the fiscal year ending December 31, 2023. The filing includes information on pension benefits, equity awards granted, and their fair values at various stages, such as year-end, vesting, and year-over-year changes. Specific financial figures for these compensation components are presented within the document.

Why It Matters

This filing provides transparency into how Chevron compensates its top executives, which can influence investor perceptions of corporate governance and financial health.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of executive compensation and does not present immediate financial risks.

Key Numbers

• 2023-12-31 — Fiscal Year End (The period covered by the compensation details in the filing.)
• 2021-01-01 — Start Date for Historical Data (Indicates the beginning of a period for which financial data is presented.)
• 2020-01-01 — Start Date for Historical Data (Indicates the beginning of a period for which financial data is presented.)
• 2022-01-01 — Start Date for Historical Data (Indicates the beginning of a period for which financial data is presented.)

Key Players & Entities

• CHEVRON CORP (company) — Filer of the DEFA14A
• CVX (company) — Ticker symbol for Chevron Corp
• 2023-12-31 (date) — Fiscal year end
• 6001 BOLLINGER CANYON ROAD (address) — Chevron's business and mailing address
• SAN RAMON (city) — City of Chevron's headquarters
• DE (state) — State of incorporation for Chevron Corp

FAQ

Key Financial Figures

• $608,245 — sident of the Company, in the amount of $608,245, comprising expatriate & tax equalizati
• $1,217,892 — s for Mr. Hearne in 2023 increased from $1,217,892 to $1,826,137. All of our employees on
• $1,826,137 — ne in 2023 increased from $1,217,892 to $1,826,137. All of our employees on expatriate ass
• $29,775 M — er the DCP March 2023 $ 1,850,000 $29,775 M.K. Wirth March 2022 $ 1,700,000 $
• $27,692 M — M.K. Wirth March 2022 $ 1,700,000 $27,692 March 2021 $ 1,650,000 $27,200 Ma
• $27,200 M — $27,692 March 2021 $ 1,650,000 $27,200 March 2023 $ 1,150,000 $16,087 P.R
• $16,087 — $27,200 March 2023 $ 1,150,000 $16,087 P.R. Breber March 2022 $ 1,075,00
• $15,171 M — .R. Breber March 2022 $ 1,075,000 $15,171 March 2021 $ 1,020,000 $14,600 Fe
• $14,600 — $15,171 March 2021 $ 1,020,000 $14,600 February 2023 $ 1,200,000 $17,15
• $17,150 M — 14,600 February 2023 $ 1,200,000 $17,150 M.A. Nelson October 2022 $ 1,100,000
• $14,692 M — . Nelson October 2022 $ 1,100,000 $14,692 March 2022 $ 1,050,000 March 2021 $
• $13,200 — 1,050,000 March 2021 $ 950,000 $13,200 A.N. Hearne March 2023 $ 1,050,00
• $51,979 — .N. Hearne March 2023 $ 1,050,000 $51,979 R.H. Pate March 2023 $ 1,100,000
• $15,301 M — R.H. Pate March 2023 $ 1,100,000 $15,301 March 2022 $ 1,025,000 $20,157 Janua
• $20,157 — 0 $15,301 March 2022 $ 1,025,000 $20,157 January 2022 $ 1,000,000 We explai

Filing Documents

• d826463ddefa14a.htm (DEFA14A) — 373KB
• g826463g01j00.jpg (GRAPHIC) — 39KB
• g826463g01k12.jpg (GRAPHIC) — 54KB
• g826463g41v12.jpg (GRAPHIC) — 62KB
• g826463g43o93.jpg (GRAPHIC) — 57KB
• 0001193125-24-107054.txt ( ) — 1669KB
• cvx-20231231.xsd (EX-101.SCH) — 6KB
• cvx-20231231_def.xml (EX-101.DEF) — 7KB
• cvx-20231231_lab.xml (EX-101.LAB) — 10KB
• cvx-20231231_pre.xml (EX-101.PRE) — 6KB
• d826463ddefa14a_htm.xml (XML) — 240KB

executive compensation

executive compensation summary compensation table The following table sets forth the compensation of our NEOs for the fiscal year ended December 31, 2023, and for the fiscal years ended December 31, 2022, and December 31, 2021, 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. 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 2023 $ 1,818,750 $ 13,669,951 $ 4,252,096 $ 2,610,000 $ 3,702,609 $ 436,450 $ 26,489,856 2022 $ 1,689,583 $ 12,909,537 $ 4,000,488 $ 4,500,000 — $ 474,317 $ 23,573,925 2021 $ 1,650,000 $ 12,233,699 $ 3,874,962 $ 4,500,000 — $ 351,624 $ 22,610,285 P.R. Breber Vice President and Chief Financial Officer 2023 $ 1,134,375 $ 3,396,781 $ 1,053,860 $ 1,201,750 $ 980,658 $ 144,130 $ 7,911,554 2022 $ 1,063,542 $ 3,275,929 $ 1,015,436 $ 1,820,000 — $ 130,600 $ 7,305,507 2021 $ 1,020,000 $ 3,158,688 $ 1,000,818 $ 1,800,000 $ 1,007,726 $ 118,302 $ 8,105,534 M.A. Nelson Vice Chairman 2023 $ 1,187,500 $ 4,433,692 $ 1,379,182 $ 1,436,400 $ 3,653,842 $ 127,248 $ 12,217,864 2022 $ 1,039,583 $ 3,275,929 $ 1,015,436 $ 2,100,000 — $ 129,730 $ 7,560,678 2021 $ 950,000 $ 3,158,688 $ 1,000,818 $ 1,800,000 $ 963,473 $ 115,401 $ 7,988,380 A.N. Hearne Executive Vice President, Oil, Products and Gas 2023 $ 1,039,583 $ 4,433,692 $ 1,379,182 $ 1,017,450 $ 841,155 $ 1,941,405 $ 10,652,467 R.H. Pate Vice President and General Counsel 2023 $ 1,0

executive compensation

executive compensation (2) Amounts for the 2023 fiscal year reflect the aggregate grant date fair value of performance shares and RSUs granted under the LTIP on January 25, 2023. 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, 2023. 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. For performance shares granted on January 25, 2023, the per-share grant date fair value was $198.49, 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 $206.81. 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 $179.08, the closing price of Chevron common stock on the grant date. Performance shares are settled in cash, and the cash payout, if any, is based on market conditions at the end of the performance period (January 2023 through December 2025). Payout is calculated in the manner described in footnote 2 to the "Option Exercises and Stock Vested in Fiscal Year 2023" table in this Proxy Statement. If the maximum level of performance were to be achieved for the performance shares granted

executive compensation

executive compensation The following table provides a breakdown of the percent of change in the NEO's pension: Factors Name Total percent change in pension value, Jan.–Dec. 2023 (a) HAE Interest rate impact Lump-sum basis One additional year of age One additional year of service Demographic assumption changes Change in lump-sum methodology M.K. Wirth 11.6% 11.9% 0.5% 0.8% (2.0%) 3.0% 0.0% (2.6%) P.R. Breber 6.5% (0.1%) (0.9%) 1.1% 5.5% 3.2% 0.0% (2.3%) M.A. Nelson 25.0% 24.6% 0.7% 0.8% (1.8%) 3.4% 0.0% (2.7%) A.N. Hearne 38.7% 23.7% 0.0% 2.3% 5.2% 10.3% 0.0% (2.8%) R.H. Pate 14.0% 5.7% 0.0% 0.8% 0.0% 9.9% 0.0% (2.4%) (a) Calculated as follows: (actuarial present value of accumulated benefit at December 31, 2023 (reported in the "Pension Benefits Table" in this Proxy Statement) – actuarial present value of accumulated benefit at December 31, 2022 (reported in the "Pension Benefits Table" in last year's Proxy Statement)) / actuarial present value of accumulated benefit at December 31, 2022 (reported in the "Pension Benefits Table" in last year's Proxy Statement). 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. 2023 changes in the actuarial present value of an NEO's U.K. pension value are attributable to five factors: An additional year of age – The UK Pension Plan provides 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. 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. Interest rate impact – Generally, a higher interest r

executive compensation

executive compensation (6) All Other Compensation for 2023 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. M.K. Wirth P.R. Breber M.A. Nelson A.N. Hearne R.H. Pate ESIP Company Contributions (a) $ 26,400 $ 26,400 $ 26,400 $ 26,400 $ 26,400 ESIP-RP Company Contributions (a) $ 119,100 $ 64,350 $ 68,600 $ 56,767 $ 61,204 Perquisites (b) Financial Counseling (c) $ 15,000 $ 25,687 $ 26,769 $ 6,618 $ 15,000 Motor Vehicles (d) $ 11,281 — — — ^ Corporate Aircraft (e) $ 220,921 — — — $ 19,064 Security (f) $ 33,970 $ 26,977 — $ 17,840 $ 20,365 Executive Physical (g) — — — $ 5,176 — Expatriate & Tax Equalization Benefits (h) — — — $ 1,826,137 — Other (i) $ 9,778 $ 716 $ 5,479 $ 2,467 $ 7,133 Total, All Other Compensation $ 436,450 $ 144,130 $ 127,248 $ 1,941,405 $ 149,226 (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 ($330,000 of income in 2023) 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. (b) Reflects perquisites and personal benefits received by an NEO in 2023 to

executive compensation

executive compensation (f) For Mr. Wirth, reflects expenses related to security costs at his personal residences, which includes perimeter and physical security enhancements, network security and monitoring, and security consulting fees. Also included are incremental costs of security detail incurred in relation to personal air travel (for meals, transportation, and lodging). For Mr. Breber, residential security costs related to network security and monitoring fees ($26,977). For Messrs. Hearne and Pate, includes residential security costs related to network security and monitoring, and security consulting fees. (g) Includes executive physical and/or related diagnostic procedures. (h) Messrs. Breber, Nelson, and Hearne served on expatriate assignments in prior years, during which they received customary expatriate and tax equalization benefits intended to place expatriate employees in a similar net tax position as a similarly compensated employee in their home country. Amount shown for Mr. Hearne reflects amended tax equalization and similar tax payments in 2023 ($1,805,876) and expatriate assignment benefits ($20,261). For Messrs. Breber and Nelson, equalization benefits are not reflected above, as estimated taxes plus prior years' amendments resulted in a net negative value. (i) Reflects the value of retirement gifts presented to Mr. Breber. Includes the aggregate incremental cost of tickets for performing arts events and commercial flights, meals, activities, ground transportation, domestic Board trips, and other amenities for corporate events attended by an NEO and their spouse. From time to time, the NEOs and/or their spouses attend sporting or performing arts events for which Chevron is a corporate sponsor and for which the Company incurs no incremental cost. (7) For Mr. Pate, reflects reconciling entry for paid time off taken in 2022, in the amount of $10,677. (8) For Mr. Pate, reflects payment of invoice received in 2023 of $1,115 for reloc

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View this DEFA14A filing on SEC EDGAR