8-KLeadership ChangesExhibits & Filings

CHEVRON CORP 8-K Report, Executive Changes (Dec 3, 2020)

Filed December 3, 2020For Securities:CVX

Summary

Chevron Corporation (CVX) announced a significant addition to its Board of Directors, electing Marillyn A. Hewson as a director, effective January 1, 2021. Ms. Hewson, who previously served as Chairman, President, and Chief Executive Officer of Lockheed Martin, brings extensive leadership experience to Chevron's board. Her appointment is expected to enhance the board's strategic oversight and governance capabilities. Additionally, she will serve on the Audit Committee, a critical role given the importance of financial transparency and oversight for investors. As part of her appointment, Ms. Hewson will receive prorated equity and cash compensation, aligning her interests with shareholders. The restricted stock unit award will be valued at $225,000 and prorated based on the remaining days in the annual compensation cycle, with the final number of units determined by the closing stock price on December 31, 2020. She will also receive a prorated annual cash retainer of $150,000. These compensation details provide clarity on how new directors are integrated into the company's governance structure and reward mechanisms.

Key Highlights

  • 1Marillyn A. Hewson elected to Chevron's Board of Directors, effective January 1, 2021.
  • 2Ms. Hewson will also serve on the Board's Audit Committee.
  • 3Ms. Hewson brings significant leadership experience, having previously led Lockheed Martin.
  • 4New director compensation includes a prorated restricted stock unit award valued at $225,000.
  • 5New director compensation also includes a prorated annual cash retainer of $150,000.
  • 6The number of restricted stock units will be determined by the closing stock price on December 31, 2020.
  • 7The press release announcing the appointment is attached as an exhibit.

Frequently Asked Questions

Marillyn A. Hewson is a highly experienced executive who previously served as Chairman, President, and Chief Executive Officer of Lockheed Martin. Her election to Chevron's Board of Directors brings a wealth of leadership and strategic experience to the company.

Ms. Hewson will receive prorated compensation. This includes a restricted stock unit award with a target value of $225,000, and a cash retainer of $150,000. Both will be prorated based on the number of days she serves on the Board during the current compensation cycle, and the stock award's final number of units will depend on Chevron's stock price on December 31, 2020.

Serving on the Audit Committee is a critical role for any director. It involves overseeing the company's financial reporting, internal controls, and the independent audit process. Ms. Hewson's experience in leading a major corporation suggests she will provide valuable oversight in these key areas, which is important for investor confidence.

The election of Marillyn A. Hewson to the Board of Directors is effective January 1, 2021.