Sector: Energy
CHEVRON CORP · Meeting: May 27, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 12 Directors Named in this Proxy Statement
Director since 2016 with strong qualifications in science, technology, and business leadership; CVX's 3-year return of +27.2% trails the S&P 500 (^GSPC — S&P 500) by 37.7 percentage points, but the 65-percentage-point threshold for strong-positive TSR companies is not met, so the TSR trigger does not fire; all meetings attended; no overboarding.
Director since 2017 with deep finance and legal expertise; TSR trigger does not apply (gap of -37.7pp vs. ^GSPC — S&P 500 does not exceed the 65pp threshold for strong-positive absolute returns); lists three public company boards (Daily Journal Corporation, Brookfield Oaktree Holdings, Oaktree Specialty Lending Corporation) which is within the four-board limit; 100% attendance.
Director since 2008 with extensive business leadership and legal experience; TSR gap of -37.7pp vs. ^GSPC — S&P 500 does not exceed the 65pp threshold; holds only one outside public board seat (The Macerich Company); 100% attendance.
Joined the board in July 2025, less than 24 months ago, so the TSR trigger exemption for new directors fully applies; brings deep energy industry expertise as former Chairman and CEO of Hess Corporation; designated non-independent but serves only on the Public Policy and Sustainability Committee, which has no independence requirement.
Director since January 2021 with strong aerospace and defense CEO experience; TSR gap of -37.7pp vs. ^GSPC — S&P 500 does not exceed the 65pp threshold; one outside public board seat (Johnson & Johnson); 100% attendance.
Joined the board in January 2026, well within the 24-month new-director exemption window, so the TSR trigger does not apply; brings CFO and CEO experience in large complex companies; holds two outside public board seats (GE Aerospace, Walmart) which is within limits.
Director since September 2020 with strong government, international affairs, and business experience; TSR gap of -37.7pp vs. ^GSPC — S&P 500 does not exceed the 65pp threshold; one outside public board seat (Ford Motor Company); 100% attendance.
Director since 2016 with finance and global economics expertise; TSR gap of -37.7pp vs. ^GSPC — S&P 500 does not exceed the 65pp threshold; one outside public board seat (Starbucks Corporation); 100% attendance.
Director since 2018 with deep energy sector CEO and financial expertise; TSR gap of -37.7pp vs. ^GSPC — S&P 500 does not exceed the 65pp threshold; two outside public board seats (Caterpillar, Lockheed Martin) within limits; 100% attendance.
Director since 2018 with extensive industrial CEO experience; TSR gap of -37.7pp vs. ^GSPC — S&P 500 does not exceed the 65pp threshold; no current outside public board seats; 100% attendance.
Director since June 2022 with strong energy sector and renewable energy CEO experience; TSR gap of -37.7pp vs. ^GSPC — S&P 500 does not exceed the 65pp threshold; two outside public board seats (Sempra, Bloom Energy) within limits; 100% attendance.
Chairman and CEO since 2017/2018 with 43 years at Chevron; as an executive director he is subject to the same TSR trigger, but the gap of -37.7pp vs. ^GSPC — S&P 500 does not exceed the 65pp threshold applicable to strong-positive absolute 3-year returns; no outside public board seats; 100% attendance.
All 12 nominees pass the policy screens: CVX's 3-year total return of +27.2% is positive but trails the S&P 500 Index (^GSPC — S&P 500) by 37.7 percentage points, well below the 65-percentage-point trigger threshold applicable to companies with strong-positive absolute returns; no director is overboarded; all directors attended 100% of meetings; audit committee members all have financial expertise; no independence or familial-relationship concerns are present.
CEO
M.K. Wirth
Total Comp
$26,828,240
Prior Support
94.0%%
CEO total compensation of approximately $26.8 million is consistent with expectations for the Chairman and CEO of a $380 billion global integrated energy company, and prior Say-on-Pay support was a very strong 94.0%, indicating broad shareholder endorsement. The pay structure is heavily weighted toward variable, long-term incentives — performance shares (50%), restricted stock units (25%), and stock options (25%) — meeting the policy requirement that at least 50–60% of pay be performance-linked, with performance shares tied to multi-year relative TSR and return on capital metrics. While CVX's 3-year return trailed the S&P 500 (^GSPC — S&P 500) by 37.7 percentage points, variable pay is not demonstrated to be above benchmark, and the program design uses genuine long-term performance conditions, so the pay-for-performance misalignment trigger does not apply.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm appropriate for a company of Chevron's size and complexity; the proxy text confirms all non-audit services were pre-approved by the Audit Committee and reviewed for independence; no fee breakdown amounts were extractable from the provided filing text, so neither the non-audit fee ratio trigger nor the tenure trigger can fire — per policy, when fee data or tenure cannot be confirmed, the default FOR vote applies; no material restatements are disclosed.
3 proposals submitted by shareholders
Proposal 4
This proposal asks the board to require that the Chairman always be an independent director separate from the CEO. While an independent chair is a legitimate governance improvement in many situations, Chevron already has a well-structured independent Lead Director with substantive powers — including chairing executive sessions, approving board agendas, leading CEO performance reviews, and communicating directly with major shareholders — which provides meaningful independent oversight comparable to what a separate chair would deliver. Without evidence of a high prior-year vote or a specific governance failure that the current structure has failed to address, the existing Lead Director framework is sufficient, and mandating a fixed leadership structure removes the board's reasonable flexibility to respond to changing circumstances.
Proposal 5
Based on the framing and nature of this proposal, it is consistent with advocacy-oriented ESG filing patterns that serve social and political goals rather than a neutral fiduciary investor's interests; the policy requires a vote against proposals from ideological progressive filers regardless of surface framing. Even evaluated on its merits, Chevron discloses that it has existing human rights policies and management systems in place to address indigenous peoples' rights issues, and the board opposes the report as unnecessary given those existing frameworks. Without confirmed high prior-year support or evidence that current disclosures are materially deficient, there is insufficient basis to support this proposal.
Proposal 6
Like Proposal 5, this proposal's framing and context are consistent with advocacy-oriented ESG filing patterns that serve social and political goals rather than a neutral fiduciary investor's interests, triggering a vote against under the ideological filer rule. Even on the merits, Chevron states it has the right policies and management systems in place to manage its human rights commitments, and an externally mandated third-party report would impose costs without a demonstrated gap in existing oversight. Absent confirmed high prior-year support or clear evidence that current human rights processes are inadequate, supporting this proposal is not warranted.
Chevron's 2026 annual meeting ballot is straightforward across all standard proposals: all 12 director nominees pass policy screens (the 3-year TSR gap versus the S&P 500 Index (^GSPC — S&P 500) of -37.7 percentage points does not breach the 65-percentage-point threshold for a company with strong positive absolute returns), the CEO compensation program is well-structured with strong variable pay components and 94% prior-year support, and auditor ratification of PwC is uncontested. The three stockholder proposals — covering an independent chair, indigenous peoples' rights reporting, and a third-party human rights audit — all receive AGAINST determinations, with the two human rights proposals driven by ideological filer classification and the independent chair proposal addressed by Chevron's existing robust Lead Director structure.
1 companies disclosed in 2026 proxy filing
