Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | DEFA14A |
Amendment Flag | true |
Amendment Description | explanatory note This proxy statement supplement (the “Supplement”) supplements and amends the definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission by Chevron Corporation (the “Company”) on April 10, 2024. Following the filing of the Proxy Statement, it was determined that the Summary Compensation Table included in the “Executive Compensation” section of the Proxy Statement inadvertently understated perquisite compensation for A. N. Hearne, Executive Vice President of the Company, in the amount of $608,245, comprising expatriate & tax equalization benefits related to restricted stock units awarded to him under the Chevron Corporation Long-Term Incentive Plan. Following the adjustment, the total expatriate & tax equalization benefits for Mr. Hearne in 2023 increased from $1,217,892 to $1,826,137. All of our employees on expatriate assignments are entitled to expatriate and tax equalization benefits, which have been consistently administered and are intended to place expatriate employees in a similar net tax position as a similarly compensated employee in their home country. As discussed in the Proxy Statement, we do not pay tax gross-ups to our Named Executive Officers (NEOs). We do provide standard expatriate packages, which include tax equalization payments, to all employees of the Company who serve on overseas assignments, including executive officers. This Supplement is being filed to correct this error by (i) reproducing the Summary Compensation Table, originally set forth on page 75 of the Proxy Statement, with changes to update the fiscal year 2023 information for Mr. Hearne with respect to his “All Other Compensation” and “Total” compensation amounts and revising footnote 6 to the Summary Compensation Table, and (ii) as a result of the changes to the Summary Compensation Table, reproducing the “Pay Versus Performance” section of the Proxy Statement, originally set forth on pages 98 through 101 of the Proxy Statement, with changes to update the “Average Summary Compensation Table Total for Non-CEO NEOs” and “Average Compensation Actually Paid to Non-CEO NEOs.” This corrected information is provided below and replaces the information originally included in the Proxy Statement in its entirety. Except as specifically discussed in this Explanatory Note, this Supplement does not otherwise modify or update any other disclosures presented in the Proxy Statement. This Supplement should be read with the Proxy Statement, and, from and after the date of this Supplement, any references to the “Proxy Statement” shall be deemed to include the Proxy Statement as amended by this Supplement. If you have already voted by Internet, telephone, or by mail, you do not need to take any action unless you wish to change your vote. Proxy voting instructions already returned by stockholders (via Internet, telephone, or mail) will remain valid and will be voted at the Annual Meeting unless revoked. Important information regarding how to vote your shares and revoke proxies already cast is available in the Proxy Statement under the caption “Voting and Additional Information.” |
Entity Information [Line Items] | |
Entity Registrant Name | CHEVRON CORPORATION |
Entity Central Index Key | 0000093410 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | |||
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, pay-for-performance CEO pay Other NEO pay Value of initial fixed Other performance Year Summary (1) CAP (2) Average non-CEO (3) Average CAP for non-CEO (4) Total (5) Peer Group (5)(6) Net income (7) Return on ) (8) 2023 $ 26,489,856 $ (24,671,364 ) $ 9,515,470 $ (3,300,597 ) $ 148 $ 151 $ 21.4 11.9 % 2022 $ 23,573,925 $ 86,746,262 $ 7,993,797 (9) $ 25,087,289 $ 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 for each fiscal year were calculated by making the following adjustments to amounts reported for Mr. Wirth in the “Summary Compensation Table” in the “Total” column: Year Reported Less reported (a) Plus award (b) Less reported value of (c) Plus pension (d) CAP to CEO 2023 $26,489,856 $(17,922,047) $(30,256,850) $(3,702,609) $720,286 $(24,671,364) (a) Represents, for each applicable year, the sum of the amounts reported in the “Summary Compensation Table” in the “Stock Awards” and “Option Awards” columns. pay versus performance (b) Represents, for each applicable year, the following adjustments: (i) the addition of year-end Year Year-end fair year-end Year over year Fair value as of Year over year Fair value at the Value of Total equity 2023 $ 10,248,856 $ (19,131,394 ) — $ (15,310,493 ) $ (6,063,819 ) — $ (30,256,850 ) (c) Represents, for each applicable year, the amount reported in the “Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column. (d) Represents, for each applicable year, 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 2023 $ 720,286 — $ 720,286 (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 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 Mr. Hearne, amounts include U.K. pension benefits. Year Average non-CEO Less average Plus average (a) Less Plus average (b) Average non-CEO NEOs 2023 $ 9,515,470 $ (5,131,758 ) $ (6,484,360 ) $ (1,480,477 ) $ 280,528 $ (3,300,597 ) pay versus performance (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year Average year- year-end Year over year Average fair Year over year Average fair Average value Total average 2023 $ 2,934,784 $ (4,557,135 ) — $ (3,489,420 ) $ (1,372,589 ) — $ (6,484,360 ) (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 2023 $ 280,528 — $ 280,528 (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 (9) Reflects the updated figures for Salary and All Other Compensation in 2022 for Mr. Pate, as described in footnotes 7 and 8 to the “Summary Compensation Table.” | |||
Company Selected Measure Name | ROCE | |||
Named Executive Officers, Footnote | 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 | $ 26,489,856 | $ 23,573,925 | $ 22,610,285 | $ 29,017,031 |
PEO Actually Paid Compensation Amount | $ (24,671,364) | 86,746,262 | 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 for each fiscal year were calculated by making the following adjustments to amounts reported for Mr. Wirth in the “Summary Compensation Table” in the “Total” column: Year Reported Less reported (a) Plus award (b) Less reported value of (c) Plus pension (d) CAP to CEO 2023 $26,489,856 $(17,922,047) $(30,256,850) $(3,702,609) $720,286 $(24,671,364) (a) Represents, for each applicable year, the sum of the amounts reported in the “Summary Compensation Table” in the “Stock Awards” and “Option Awards” columns. pay versus performance (b) Represents, for each applicable year, the following adjustments: (i) the addition of year-end Year Year-end fair year-end Year over year Fair value as of Year over year Fair value at the Value of Total equity 2023 $ 10,248,856 $ (19,131,394 ) — $ (15,310,493 ) $ (6,063,819 ) — $ (30,256,850 ) (c) Represents, for each applicable year, the amount reported in the “Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column. (d) Represents, for each applicable year, 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 2023 $ 720,286 — $ 720,286 | |||
Non-PEO NEO Average Total Compensation Amount | $ 9,515,470 | 7,993,797 | 8,654,188 | 9,053,126 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (3,300,597) | 25,087,289 | 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 Mr. Hearne, amounts include U.K. pension benefits. Year Average non-CEO Less average Plus average (a) Less Plus average (b) Average non-CEO NEOs 2023 $ 9,515,470 $ (5,131,758 ) $ (6,484,360 ) $ (1,480,477 ) $ 280,528 $ (3,300,597 ) pay versus performance (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year Average year- year-end Year over year Average fair Year over year Average fair Average value Total average 2023 $ 2,934,784 $ (4,557,135 ) — $ (3,489,420 ) $ (1,372,589 ) — $ (6,484,360 ) (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 2023 $ 280,528 — $ 280,528 | |||
Compensation Actually Paid vs. Total Shareholder Return | ||||
Compensation Actually Paid vs. Net Income | ||||
Compensation Actually Paid vs. Company Selected Measure | ||||
Total Shareholder Return Vs Peer Group | ||||
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 Energy and Financial Terms” in Exhibit 99.1 of Chevron’s Annual Report on Form 10-K 2 ROCE is calculated by dividing earnings (adjusted for after-tax 3 Free cash flow is a non-GAAP financial measure. See Appendix A for a reconciliation to U.S. GAAP. | |||
Total Shareholder Return Amount | $ 148 | 171 | 108 | 74 |
Peer Group Total Shareholder Return Amount | 151 | 145 | 92 | 66 |
Net Income (Loss) | $ 21,400,000,000 | $ 35,500,000,000 | $ 15,600,000,000 | $ (5,500,000,000) |
Company Selected Measure Amount | 0.119 | 0.203 | 0.094 | (0.028) |
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 | Reported Value of Equity Awards [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (17,922,047) | |||
PEO | Equity Award Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (30,256,850) | |||
PEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (3,702,609) | |||
PEO | Pension Benefit Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 720,286 | |||
PEO | Year end fair value of equity awards granted in the year and unvested at year end [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 10,248,856 | |||
PEO | Year over year change in fair value of outstanding and unvested equity awards [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (19,131,394) | |||
PEO | Fair value as of vesting date of equity awards granted and vested in the year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
PEO | Year over year change in fair value of equity awards granted in prior years that vested in the year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (15,310,493) | |||
PEO | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (6,063,819) | |||
PEO | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
PEO | Service Cost [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 720,286 | |||
PEO | Prior Service Cost [Member] | ||||
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 | (5,131,758) | |||
Non-PEO NEO | Equity Award Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (6,484,360) | |||
Non-PEO NEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,480,477) | |||
Non-PEO NEO | Pension Benefit Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 280,528 | |||
Non-PEO NEO | Year end fair value of equity awards granted in the year and unvested at year end [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 2,934,784 | |||
Non-PEO NEO | Year over year change in fair value of outstanding and unvested equity awards [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (4,557,135) | |||
Non-PEO NEO | Fair value as of vesting date of equity awards granted and vested in the year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
Non-PEO NEO | Year over year change in fair value of equity awards granted in prior years that vested in the year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (3,489,420) | |||
Non-PEO NEO | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,372,589) | |||
Non-PEO NEO | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
Non-PEO NEO | Service Cost [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 280,528 | |||
Non-PEO NEO | Prior Service Cost [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 0 |