8-KLeadership ChangesExhibits & Filings

CHEVRON CORP 8-K Report, Executive Changes (Dec 6, 2018)

Filed December 6, 2018For Securities:CVX

Summary

Chevron Corporation (CVX) filed an 8-K on December 5, 2018, announcing a key change to its Board of Directors. Debra Reed-Klages was elected to the Board, effective December 4, 2018. This appointment is significant as it reflects adjustments to the company's governance structure. Investors should note that Ms. Reed-Klages will also serve on the Management Compensation Committee and the Public Policy Committee, indicating her involvement in critical decision-making areas related to executive pay and corporate responsibility. Furthermore, the filing details the compensation arrangements for Ms. Reed-Klages as a non-employee Director. She will receive a prorated grant of restricted stock units valued at $225,000 and a prorated annual cash retainer of $150,000. These compensation components are designed to align director interests with those of shareholders and reflect the value of their service. The specific number of restricted stock units will be calculated based on the remaining portion of the annual compensation cycle and the closing stock price on the effective date.

Key Highlights

  • 1Debra Reed-Klages elected to Chevron's Board of Directors, effective December 4, 2018.
  • 2Ms. Reed-Klages appointed to the Management Compensation Committee and the Public Policy Committee.
  • 3Non-employee Director compensation includes a prorated restricted stock unit grant (valued at $225,000) and a prorated annual cash retainer ($150,000).
  • 4The restricted stock unit grant is prorated based on the remaining days in the Annual Compensation Cycle.
  • 5The number of restricted stock units will be determined by the $225,000 grant value divided by Chevron's closing stock price on the effective date.
  • 6The filing incorporates a press release dated December 4, 2018, as Exhibit 99.1.

Frequently Asked Questions

Debra Reed-Klages is a newly elected member of Chevron's Board of Directors. While the filing doesn't detail her specific background, her election suggests the Board is seeking to add expertise relevant to its operations and governance. Her appointment is effective December 4, 2018.

As a non-employee Director, Ms. Reed-Klages will receive a prorated annual cash retainer of $150,000 and a prorated restricted stock unit award with a target value of $225,000. The prorated amounts reflect her joining the Board partway through the annual compensation cycle.

Ms. Reed-Klages' appointment to the Management Compensation Committee and the Public Policy Committee indicates her direct involvement in key areas. The Management Compensation Committee oversees executive compensation, and the Public Policy Committee deals with corporate responsibility and external relations. These roles are crucial for shareholder oversight and strategic direction.

The number of restricted stock units will be calculated by taking the total grant value of $225,000 and dividing it by Chevron's closing stock price on December 4, 2018 (the Effective Date). This amount is further prorated to reflect only the portion of the annual compensation cycle she will serve.