XML 87 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, 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 47.
 
   
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
(3)
 
 
Average
CAP for non-CEO

NEOs
(4)
 
 
Total
stockholder
return
(5)
 
 
Peer Group
total
stockholder
return
(5)(6)
 
 
Net income
(billions)
(7)
 
 
Return on 
capital 
employed 
(ROCE)
(8)
 
2024
    $ 32,716,940     $ 32,819,290     $ 7,940,633     $ 8,381,055     $ 150     $ 153     $ 17.7       10.1 %
2023
(9)
    $ 27,385,655     $ (23,775,565 )     $ 9,582,811     $ (3,233,256 )     $ 148     $ 151     $ 21.4       11.9 %
2022
(9)
    $ 24,192,742     $ 87,365,079     $ 8,065,929     $ 25,159,420     $ 171     $ 145     $ 35.5       20.3 %
2021
    $ 22,610,285     $ 54,351,572     $ 8,654,188     $ 17,681,842     $ 108     $ 92     $ 15.6       9.4 %
2020
    $ 29,017,031     $ 7,582,335     $ 9,053,126     $ 2,548,051     $ 74     $ 66     $ (5.5 )       (2.8 )%
 
(1)
Represents amounts reported for Mr. Wirth for each corresponding year in the “Summary Compensation Table” in the “Total” column.
 
(2)
Amounts for each fiscal year do not reflect the actual amount of compensation earned by or paid to 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 for Mr. Wirth in the “Summary Compensation Table” in the “Total” column:
 
Year
 
 
Reported
summary
compensation
table total for
CEO
 
 
Less reported
value of equity
awards
(a)
 
 
Plus award
adjustments
(b)
 
 
Less reported
change in the
actuarial
present
value of
pension
benefits
(c)
 
 
Plus pension
benefit
adjustments
(d)
 
 
CAP 
to CEO
 
2024
      $32,716,940       $(18,657,345)       $24,669,488       $(6,719,876)         $810,083         $32,819,290
 
  (a)
Represents the sum of the amounts reported in the “Summary Compensation Table” in the “Stock Awards” and “Option Awards” columns.
 
 
  (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. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
Year
 
Year-end fair

value of equity
awards
granted in the
year and
unvested at
year-end
 
Year over year 
change in fair 
value of 
outstanding 
and unvested 
equity awards 
 
Fair value as of
vesting date of
equity awards
granted and
vested
in the year
 
Year over year
change in fair
value of equity
awards granted
in prior years
that vested in
the year
 
Fair value at the
end of the prior
year of equity
awards that
failed to meet
vesting
conditions
in the year
 
Value of
dividends or
other earnings
paid on stock or
option awards
not otherwise
reflected in fair
value or total
compensation
 
Total equity 
award 
adjustments 
 
2024
 
 
 
$20,514,805
 
 
 
$
 
(129,038
 
) 
 
 
 
 
 
$
 
4,339,116
 
 
$
 
(55,395
 
)
 
 
 
 
 
$
 
24,669,488 
 
 
 
  (c)
Represents the amount reported in the “Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column.
 
  (d)
Represents the aggregate of two components: (i) the actuarially determined service cost under the CRP and RRP for services rendered by Mr. Wirth during the applicable year (the “service cost”); and (ii) 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”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:
 
Year
 
 
Service cost
 
 
Prior service cost
 
 
Total pension benefit adjustments
 
2024
 
   
$
 
810,083
 
 
   
 
 
 
 
   
$
 
810,083
 
 
 
(3)
Represents, for each applicable year, 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 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 and 2020, Messrs. Breber, Johnson, Geagea, and Nelson.
 
(4)
Amounts for each fiscal year do not reflect the actual average of reported amounts of compensation earned by or paid to the NEOs as a group (excluding Mr. Wirth) during the applicable year. In accordance with SEC rules, the amounts reported in this column for each fiscal year were calculated by making the following adjustments to average total compensation for the NEOs as a group (excluding Mr. Wirth), using the same methodology described above in footnote 2. For Ms. Bonner and Mr. Hearne, amounts include U.K. pension benefits.
 
Year
 
 
Average
reported summary
compensation
table total for
non-CEO
NEOs
 
 
Less average
reported
value of equity
awards
 
 
Plus average
equity award
adjustments
(a)
 
 
Less
average reported
change in the
actuarial present
value of pension
benefits
 
 
Plus average
pension
benefit
adjustments
(b)
 
 
Average 
CAP to 
non-CEO NEOs
 
2024
 
    $
 
7,940,633
 
 
    $
 
(4,213,819
 
)
 
    $
 
5,633,988
 
 
    $
 
(1,198,160
 
)
 
    $
 
218,413
 
 
    $
 
8,381,055
 
 
 
 
  (a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
Year
 
 
Average year-
end fair value of
equity awards
granted in the
year and unvested
at
year-end
 
   
Year over year
average change
in fair value of
outstanding and
unvested equity
awards
 
   
Average fair
value as of
vesting date of
equity awards
granted and
vested in the
year
 
   
Year over year
average
change in fair
value of equity
awards granted
in prior years
that vested in
the year
 
   
Average fair
value at the end
of the prior
year of equity
awards that
failed to meet
vesting
conditions in
the year
 
   
Average value
of dividends or
other earnings
paid on stock or
option awards
not otherwise
reflected in fair
value or total
compensation
 
   
Total average 
equity
award 
adjustments
 
 
2024
 
  $
 
4,633,369
 
 
 
  $
 
40,035
 
 
 
   
 
 
 
 
  $
 
973,236
 
 
 
  $
 
(12,652
 
 
   
 
 
 
 
  $
 
5,633,988
 
 
 
 
  (b)
The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
 
Year
 
 
Average service cost
 
 
Average prior service cost
 
 
Total average pension benefit 
adjustments 
 
2024
 
    $
 
218,413
 
 
     
 
 
 
    $
 
218,413
 
 
 
(5)
Represents, for each applicable year, cumulative total stockholder return beginning December 31, 2019, at market close.
 
(6)
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.
 
(7)
Figures rounded.
 
(8)
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.
 
(9)
Revised as described in footnote 6(g) of the “Summary Compensation Table” in this Proxy Statement.
       
Company Selected Measure Name ROCE        
Named Executive Officers, Footnote 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 and 2020, Messrs. Breber, Johnson, Geagea, and Nelson.        
Peer Group Issuers, Footnote Competitor Peer Group refers to BP, ExxonMobil, Shell, and TotalEnergies.        
PEO Total Compensation Amount $ 32,716,940 $ 27,385,655 $ 24,192,742 $ 22,610,285 $ 29,017,031
PEO Actually Paid Compensation Amount $ 32,819,290 (23,775,565) 87,365,079 54,351,572 7,582,335
Adjustment To PEO Compensation, Footnote
(2)
Amounts for each fiscal year do not reflect the actual amount of compensation earned by or paid to 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 for Mr. Wirth in the “Summary Compensation Table” in the “Total” column:
 
Year
 
 
Reported
summary
compensation
table total for
CEO
 
 
Less reported
value of equity
awards
(a)
 
 
Plus award
adjustments
(b)
 
 
Less reported
change in the
actuarial
present
value of
pension
benefits
(c)
 
 
Plus pension
benefit
adjustments
(d)
 
 
CAP 
to CEO
 
2024
      $32,716,940       $(18,657,345)       $24,669,488       $(6,719,876)         $810,083         $32,819,290
 
  (a)
Represents the sum of the amounts reported in the “Summary Compensation Table” in the “Stock Awards” and “Option Awards” columns.
 
 
  (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. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
Year
 
Year-end fair

value of equity
awards
granted in the
year and
unvested at
year-end
 
Year over year 
change in fair 
value of 
outstanding 
and unvested 
equity awards 
 
Fair value as of
vesting date of
equity awards
granted and
vested
in the year
 
Year over year
change in fair
value of equity
awards granted
in prior years
that vested in
the year
 
Fair value at the
end of the prior
year of equity
awards that
failed to meet
vesting
conditions
in the year
 
Value of
dividends or
other earnings
paid on stock or
option awards
not otherwise
reflected in fair
value or total
compensation
 
Total equity 
award 
adjustments 
 
2024
 
 
 
$20,514,805
 
 
 
$
 
(129,038
 
) 
 
 
 
 
 
$
 
4,339,116
 
 
$
 
(55,395
 
)
 
 
 
 
 
$
 
24,669,488 
 
 
 
  (c)
Represents the amount reported in the “Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column.
 
  (d)
Represents the aggregate of two components: (i) the actuarially determined service cost under the CRP and RRP for services rendered by Mr. Wirth during the applicable year (the “service cost”); and (ii) 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”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:
 
Year
 
 
Service cost
 
 
Prior service cost
 
 
Total pension benefit adjustments
 
2024
 
   
$
 
810,083
 
 
   
 
 
 
 
   
$
 
810,083
 
 
       
Non-PEO NEO Average Total Compensation Amount $ 7,940,633 9,582,811 8,065,929 8,654,188 9,053,126
Non-PEO NEO Average Compensation Actually Paid Amount $ 8,381,055 (3,233,256) 25,159,420 17,681,842 2,548,051
Adjustment to Non-PEO NEO Compensation Footnote
(4)
Amounts for each fiscal year do not reflect the actual average of reported amounts of compensation earned by or paid to the NEOs as a group (excluding Mr. Wirth) during the applicable year. In accordance with SEC rules, the amounts reported in this column for each fiscal year were calculated by making the following adjustments to average total compensation for the NEOs as a group (excluding Mr. Wirth), using the same methodology described above in footnote 2. For Ms. Bonner and Mr. Hearne, amounts include U.K. pension benefits.
 
Year
 
 
Average
reported summary
compensation
table total for
non-CEO
NEOs
 
 
Less average
reported
value of equity
awards
 
 
Plus average
equity award
adjustments
(a)
 
 
Less
average reported
change in the
actuarial present
value of pension
benefits
 
 
Plus average
pension
benefit
adjustments
(b)
 
 
Average 
CAP to 
non-CEO NEOs
 
2024
 
    $
 
7,940,633
 
 
    $
 
(4,213,819
 
)
 
    $
 
5,633,988
 
 
    $
 
(1,198,160
 
)
 
    $
 
218,413
 
 
    $
 
8,381,055
 
 
 
 
  (a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
Year
 
 
Average year-
end fair value of
equity awards
granted in the
year and unvested
at
year-end
 
   
Year over year
average change
in fair value of
outstanding and
unvested equity
awards
 
   
Average fair
value as of
vesting date of
equity awards
granted and
vested in the
year
 
   
Year over year
average
change in fair
value of equity
awards granted
in prior years
that vested in
the year
 
   
Average fair
value at the end
of the prior
year of equity
awards that
failed to meet
vesting
conditions in
the year
 
   
Average value
of dividends or
other earnings
paid on stock or
option awards
not otherwise
reflected in fair
value or total
compensation
 
   
Total average 
equity
award 
adjustments
 
 
2024
 
  $
 
4,633,369
 
 
 
  $
 
40,035
 
 
 
   
 
 
 
 
  $
 
973,236
 
 
 
  $
 
(12,652
 
 
   
 
 
 
 
  $
 
5,633,988
 
 
 
 
  (b)
The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
 
Year
 
 
Average service cost
 
 
Average prior service cost
 
 
Total average pension benefit 
adjustments 
 
2024
 
    $
 
218,413
 
 
     
 
 
 
    $
 
218,413
 
 
       
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and TSR (cumulative and peer)
(1)
 
 
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income
(1)
 
 
       
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and ROCE
(1)
 
 
       
Total Shareholder Return Vs Peer Group
Compensation Actually Paid and TSR (cumulative and peer)
(1)
 
 
       
Tabular List, Table
financial performance measures
The three measures listed below are important financial performance measures used by the Company to link CAP to the NEOs, for the most recently completed fiscal year, to the Company’s performance. These financial measures are part of our short-term and long-term incentive plan design that reflects the Company’s philosophy to pay for absolute and competitive performance, in alignment with stockholder returns.
 
 
Earnings
1
 
ROCE
2
 
Free cash flow
3
 
 
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, 2024.
 
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.
 
3.
Free cash flow is a
non-GAAP
financial measure. See Appendix A for a reconciliation to U.S. GAAP.
       
Total Shareholder Return Amount $ 150 148 171 108 74
Peer Group Total Shareholder Return Amount 153 151 145 92 66
Net Income (Loss) $ 17,700,000,000 $ 21,400,000,000 $ 35,500,000,000 $ 15,600,000,000 $ (5,500,000,000)
Company Selected Measure Amount 10.1 11.9 20.3 9.4 (2.8)
PEO Name Mr. Wirth        
Measure:: 1          
Pay vs Performance Disclosure          
Name Earnings        
Measure:: 2          
Pay vs Performance Disclosure          
Name ROCE        
Measure:: 3          
Pay vs Performance Disclosure          
Name Free cash flow        
Non-GAAP Measure Description Free cash flow is a
non-GAAP
financial measure. See Appendix A for a reconciliation to U.S. GAAP.
       
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 24,669,488        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 20,514,805        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (129,038)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,339,116        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (55,395)        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Reported Value of Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (18,657,345)        
PEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,719,876)        
PEO | Pension Benefit Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 810,083        
PEO | Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 810,083        
PEO | Prior Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,633,988        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,633,369        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 40,035        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 973,236        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (12,652)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Reported Value of Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,213,819)        
Non-PEO NEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,198,160)        
Non-PEO NEO | Pension Benefit Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 218,413        
Non-PEO NEO | Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 218,413        
Non-PEO NEO | Prior Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0