Independent
Tenure on this board
9.5 yrs
Also a director at
Amgen Inc (AMGN)Apple Inc (AAPL)
12 nominees · 6 ballot items.
Elect 12 directors; Ratify PricewaterhouseCoopers LLP as independent auditor for 2026; Approve, on an advisory basis, Named Executive Officer compensation; and vote on three stockholder proposals to adopt an independent chair, publish a report on Indigenous Peoples’ rights, and commission a third-party report on human rights due-diligence.
Elect the 12 director nominees named in the proxy statement to serve one-year terms.
Ratify the Board’s selection of PwC as Chevron’s independent registered public accounting firm for 2026.
Advisory (non-binding) vote to approve the compensation paid to Chevron’s Named Executive Officers as disclosed in the proxy statement.
This non-binding management proposal asks shareholders to approve Chevron’s executive compensation program as disclosed in the Compensation Discussion and Analysis and related tables. Management seeks this advisory endorsement to confirm stockholder support for its pay philosophy: competitive pay aligned to market peers, a balance of short- and long-term incentives, pay-for-performance tied to absolute and relative measures (including TSR and ROCE), and governance features (stock ownership guidelines, clawback provisions, and independent committee oversight). The Board emphasizes that most executive pay is at risk and linked to multi-year performance through LTIP instruments and annual incentives tied to Company metrics including financial results, capital and cost management, operational and safety performance, and lower-carbon objectives. The Board also notes that the company engaged in robust stockholder outreach and received 94.0% support on the prior say-on-pay, using that feedback in program design and disclosure. The recommendation to vote FOR is grounded in the Board’s view that these programs align management incentives with long-term shareholder value while maintaining retention and market competitiveness. The proposal is advisory only, and the Board and Management Compensation Committee will consider the vote outcome when making future compensation decisions. The Board’s rationale highlights the role of independent oversight by the Management Compensation Committee, use of an independent compensation consultant, and risk-management controls to avoid incentives that could encourage excessive risk-taking. In sum, the proposal is a standard annual say-on-pay vote seeking ratification of the disclosed compensation approach and supporting governance processes.
Stockholder proposal requesting that the Board adopt a policy requiring separate Chair and CEO roles and, when possible, an independent Chair.
Stockholder proposal requesting Chevron publish a report evaluating effectiveness of its policies, practices, and performance indicators in respecting Indigenous Peoples’ rights consistent with UNDRIP and FPIC, including remediation processes.
Stockholder proposal requesting an independent third-party assessment of Chevron’s due diligence processes to identify, assess, and mitigate human rights risks from customers, counterparties, and business partners, with stakeholder consultation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 7.7% | 153,137,916 | $31.7B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.2% | 122,484,427 | $25.3B |
| 3 | BERKSHIRE HATHAWAY INC | 2.9% | 58,251,749 | $12.1B |
| 4 | BlackRock, Inc. | 2.8% | 55,427,147 | $11.5B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.1% | 42,313,738 | $8.8B |
| 6 | BlackRock, Inc. | 2.0% | 39,165,918 | $8.1B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 37,640,244 | $7.8B |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.8% | 36,118,111 | $7.5B |
| 9 | Fisher Asset Management, LLC | 1.1% | 21,887,438 | $4.5B |
| 10 | MORGAN STANLEY | 1.0% | 19,961,307 | $4.1B |
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