Chevron Corporation

(e) On May 25, 2022, the stockholders of Chevron Corporation (“Chevron”) approved the 2022 Long-Term Incentive Plan of Chevron Corporation (“2022 LTIP”). The 2022 LTIP provides for the issuance of up to 104 million shares, plus any shares subject to outstanding awards under the prior Long-Term Incentive Pan that, on or after May 25, 2022, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares), reduced by the number of shares subject to awards granted under the prior plan after February 28, 2022. The maximum number of shares that may be issued subject to full-value awards under the 2022 LTIP is 48 million.

Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. (e) On May 24, 2022, the Management Compensation Committee (the “Committee”) of the Board of Directors of Chevron Corporation (the “Company”) approved a letter agreement to be entered into between the Company and Joseph C. Geagea, Executive Vice President and Senior Advisor to the Chairman and Chief Executive Officer, providing for certain non-compete, non-solicitation and confidentiality covenants to be made by Mr. Geagea for the benefit of the Company through January 31, 2024 (the “Restrictive Covenant Agreement”). As consideration for the Restrictive Covenant Agreement, the Committee amended Mr.

(e) 2022 Executive Compensation Review and 2022 Base Salaries On January 26, 2022, the independent Directors of the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) conducted an annual review of the compensation of Chevron’s executive officers, including Michael K. Wirth, Chairman and Chief Executive Officer (“CEO”); Pierre R. Breber, Vice President and Chief Financial Officer; and the other named executive officers of Chevron identified in Chevron’s 2021 proxy statement, James W. Johnson, Executive Vice President, Upstream; Joseph C. Geagea, Executive Vice President, Senior Advisor to the Chairman and CEO; and Mark A. Nelson, Executive Vice President, Downstream & Chemicals (collectively, the “Named Executive Officers”). Following such review, the independent Directors of the Board approved an annual base salary of $1,700,000 for Mr.

(b) On August 2, 2021, Chevron Corporation (the “Company”) filed a Form 8-K announcing that Joseph C. Geagea, formerly Executive Vice President, Technology, Projects and Services of the Company, would retire from the Company on or about March 1, 2022, and that in connection with his retirement, Mr. Geagea would transition from his then-current position to Executive Vice President and Senior Advisor to the Chairman and Chief Executive Officer, effective August 2, 2021. This Current Report on Form 8-K/A is being filed to reflect that the Company and Mr. Geagea have mutually agreed to postpone Mr. Geagea’s retirement date to on or about June 15, 2022, to complete certain strategic projects for the Company. Mr. Geagea will continue to hold the position of Executive Vice President and Senior Advisor to the Chairman and Chief Executive Officer until his retirement from the Company.

(b) Chevron Corporation (the “Company”) has announced that Joseph C. Geagea, Executive Vice President, Technology, Projects and Services of the Company, will retire from the Company on or about March 1, 2022. In connection with his retirement, Mr. Geagea will transition from his current position to Executive Vice President and Senior Advisor to the Company’s Chairman and Chief Executive Officer, effective August 2, 2021, a position that he will hold until his retirement from the Company.

(e) 2021 Executive Compensation Review On January 27, 2021, the independent Directors of the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) conducted an annual review of the compensation of Chevron’s executive officers, including Michael K. Wirth, Chairman and Chief Executive Officer, Pierre R. Breber, Vice President and Chief Financial Officer, and the other named executive officers of Chevron identified in Chevron’s 2020 proxy statement, James W. Johnson, Executive Vice President, Upstream, Joseph C. Geagea, Executive Vice President, Technology, Projects and Services, and Mark A. Nelson, Executive Vice President, Downstream & Chemicals (collectively, the “Named Executive Officers”).

(d) On December 2, 2020, the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) elected Marillyn A. Hewson to the Board, effective January 1, 2021 (the “Effective Date.”) Ms. Hewson will also serve on the Audit Committee of the Board. On December 2, 2020, the Board also approved, to be granted on the Effective Date, a prorated grant of the annual restricted stock unit award granted to non-employee Directors under the Chevron Non-Employee Directors’ Equity Compensation and Deferral Plan (the “NED Plan.”) The number of restricted stock units to be received by Ms.

(d) On September 3, 2020, the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) elected Jon M. Huntsman Jr. to the Board, effective September 15, 2020 (the “Effective Date.”) Governor Huntsman will also serve on the Management Compensation Committee and the Public Policy Committee of the Board.

(e) 2020 Base Salaries On January 29, 2020, the independent Directors of the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) conducted an annual review of the base salaries of Chevron’s executive officers. Following such review, the independent Directors of the Board approved an annual base salary of $1,650,000 for Michael K. Wirth, Chairman and Chief Executive Officer, an increase of $50,000, and ratified the decision of the Management Compensation Committee of the Board (the “Committee”) to increase the annual base salaries of the principal financial officer and the other named executive officers of Chevron identified in Chevron’s 2019 proxy statement (the “Named Executive Officers”), as follows: (i) Pierre R. Breber, Vice President and Chief Financial Officer, by $20,000, resulting in an annual base salary of $1,020,000; (ii) James W.

(b) On December 30, 2019, Inge G. Thulin tendered his resignation from the Board of Directors of Chevron Corporation (“Chevron”), effective January 1, 2020. Mr. Thulin resigned due to time and logistics conflicts and not as a result of a disagreement with Chevron.

(b), (c) On May 28, 2019, Jeanette L. Ourada elected to resign from her position as Vice President and Comptroller of Chevron Corporation (“Chevron”), effective June 15, 2019. On May 29, 2019, the Board of Directors of Chevron elected David A. Inchausti to the position of Vice President and Comptroller of Chevron, effective June 16, 2019. In this role, Mr. Inchausti will serve as Chevron’s principal accounting officer. Mr. Inchausti, age 55, joined Chevron in 1988. He has been Chevron’s Deputy Comptroller since May 2018. Prior to that, he served as Chevron’s Upstream Comptroller from April 2015 through April 2018 and as Vice President, Finance, IndoAsia from August 2010 through March 2015. Prior to his role in Indonesia, Mr. Inchausti held numerous finance positions of increasing responsibility in Chevron’s Upstream operations in Kazakhstan, Thailand, Venezuela, and Angola.

(b), (c) On January 30, 2019, the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) appointed Pierre R. Breber as Vice President and Chief Financial Officer, effective April 1, 2019, replacing Patricia E. Yarrington, who has elected to retire from Chevron and will resign as Vice President and Chief Financial Officer, effective April 1, 2019. Mr. Breber, 54, joined Chevron in 1989. He has been Executive Vice President of Downstream and Chemicals since January 2016. Prior to that, he served as Executive Vice President of Gas and Midstream from April 2015 through December 2015 and as Vice President of Gas and Midstream from January 2014 through March 2015. Among his prior roles at Chevron, Mr. Breber served as Vice President and Treasurer from January 2009 through April 2011. Mr.

(e) On January 30, 2019, the independent Directors of the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) conducted an annual review of the base salaries of Chevron’s executive officers. Following such review, the independent Directors of the Board approved an annual base salary of $1,600,000 for Michael K. Wirth, Chairman and Chief Executive Officer, and ratified the decision of the Management Compensation Committee of the Board (the “Committee”) to increase the annual base salaries of the principal financial officer and the other named executive officers of Chevron identified in Chevron’s 2018 proxy statement (the “Named Executive Officers”), as follows: (i) Patricia E. Yarrington, Vice President and Chief Financial Officer, by $31,000, resulting in an annual base salary of $1,170,000; (ii) James W.

(d) On December 4, 2018, the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) elected Debra Reed‑Klages to the Board, effective December 4, 2018 (the “Effective Date.”) Ms. Reed‑Klages will also serve on the Management Compensation Committee and the Public Policy Committee of the Board, effective December 5, 2018. On December 4, 2018, the Board also approved, to be granted on the Effective Date, a prorated grant of the annual restricted stock unit award granted to non-employee Directors under the Chevron Non-Employee Directors’ Equity Compensation and Deferral Plan (the “NED Plan.”) The number of restricted stock units to be received by Ms.

(e) On January 31, 2018, the independent Directors of the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”), in connection with Michael K. Wirth’s election as Chairman of the Board and Chief Executive Officer (“CEO”) of Chevron effective February 1, 2018, and upon consideration of the recommendations of the Management Compensation Committee of the Board (the “Committee”), approved the following CEO compensation package for Mr. Wirth: (i) an annual salary of $1,500,000 effective February 1, 2018; (ii) a 2018 award target percentage of 150% under the Chevron Incentive Plan (“CIP”); and (iii) the grant of 52,850 performance shares, 182,100 stock options, and 26,430 restricted stock units under the Long Term Incentive Plan of Chevron Corporation (“LTIP”).

(d) On January 31, 2018, the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) elected Jim Umpleby to the Board, effective March 1, 2018 (the “Effective Date.”) Mr. Umpleby will serve on the Board Nominating and Governance Committee and the Management Compensation Committee. On January 31, 2018, the Board also approved, to be granted on the Effective Date, a prorated grant of the annual restricted stock unit award granted to non-employee Directors under the Chevron Non-Employee Directors’ Equity Compensation and Deferral Plan (the “NED Plan.”) The number of restricted stock units to be received by Mr.

(d) On October 26, 2017, Chevron Corporation (“Chevron”) issued a press release announcing that, on October 25, 2017, the Board of Directors (the “Board”) elected John B. Frank to the Board, effective November 2, 2017. Mr. Frank will serve on the Audit Committee of the Board. On October 25, 2017, the Board also approved, to be granted on the effective date of Mr. Frank’s election to the Board, a prorated grant of the annual restricted stock unit award granted to non-employee Directors under the Chevron Non-Employee Directors’ Equity Compensation and Deferral Plan (the “NED Plan.”) The number of restricted stock units to be received by Mr. Frank shall be determined by multiplying $225,000 by a fraction, the numerator of which is the number of days remaining in the Annual Compensation Cycle (as defined in the NED Plan) beginning on the effective date of Mr.

(b) Effective September 28, 2017, Jon M. Huntsman Jr. resigned from the Board of Directors of Chevron Corporation due to the confirmation of his nomination by the United States Senate Foreign Relations Committee as the United States Ambassador to Russia.

(b) and (c) On September 27, 2017, John S. Watson, Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of Chevron Corporation (“Chevron”), elected to retire from Chevron and will resign as a Director, Chairman of the Board and Chief Executive Officer, effective February 1, 2018. Also on September 27, 2017, to be effective February 1, 2018, the Board elected Michael K. Wirth, currently Vice Chairman of the Board and Executive Vice President of Midstream and Development, to the positions of Chairman of the Board and Chief Executive Officer of Chevron. Mr. Wirth will resign as Vice Chairman of the Board, effective February 1, 2018. Mr.

(e) On January 25, 2017, the independent Directors of the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) conducted an annual review of the base salaries of Chevron’s executive officers. Following such review, the independent Directors of the Board approved an annual base salary of $1,863,500 for John S. Watson, Chairman and Chief Executive Officer, reflecting no increase to Mr. Watson’s base salary from the prior year, and ratified the decision of the Management Compensation Committee of the Board (the “Committee”) to increase the annual base salaries of the principal financial officer and the other named executive officers of Chevron identified in Chevron’s 2016 proxy statement (the “Named Executive Officers”), as follows: (i) Patricia E.

(d) On January 25, 2017, the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) elected Michael K. Wirth to the Board as Vice Chairman, effective February 1, 2017. Accordingly, the size of the Board was increased to 12 members, effective February 1, 2017. Mr. Wirth will not serve on any committee of the Board, nor will he receive any additional compensation as a Board member. Mr. Wirth will continue to serve and be compensated as an executive officer of Chevron. The press release announcing Mr. Wirth’s election to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) On October 17, 2016, John G. Stumpf notified Chevron Corporation (“Chevron”) that he was resigning as a director of Chevron, which resignation was effective immediately. Mr. Stumpf resigned for personal reasons and not as a result of a disagreement with Chevron.

(d) On August 9, 2016, Chevron Corporation (“Chevron”) issued a press release announcing that, on August 8, 2016, the Board of Directors (the “Board”) elected Dambisa Moyo to the Board, effective October 11, 2016, and Wanda M. Austin to the Board, effective December 1, 2016. Dr. Moyo will serve on the Audit Committee of the Board, and Dr. Austin will serve on the Board Nominating and Governance Committee and the Public Policy Committee of the Board. On August 8, 2016, the Board also approved, to be granted on the respective effective dates of Dr. Moyo’s and Dr. Austin’s election to the Board, a prorated grant to each of Dr. Moyo and Dr. Austin of the annual restricted stock unit award granted to non-employee Directors under the Chevron Non-Employee Directors’ Equity Compensation and Deferral Plan (the “NED Plan.”) The number of restricted stock units to be received by each of Dr.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.