Alice Gast
CHEVRONAbout Alice P. Gast
Alice P. Gast (age 66) is an independent director of Chevron, serving since December 2012; she is a retired President and Professor Emeritus of Chemical Engineering at Imperial College London and brings deep engineering, academic leadership, and global public policy experience with degrees in chemical engineering (B.S. USC; M.A. and Ph.D. Princeton) and fellowships in the National Academy of Engineering, Royal Academy of Engineering, and Académie des Technologies (France) . She currently serves on Chevron’s Board Nominating and Governance Committee and Public Policy and Sustainability Committee; she has no current or recent public company directorships within the past five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Imperial College London | President; Professor Emeritus of Chemical Engineering | President 2014–2022; Emeritus since 2022 | Oversaw environmental institutes/centers; led crisis management group; enhanced perspective on global energy needs from living in UK |
| Lehigh University | President; President Emerita | President 2006–2014; Emerita since 2024 | Presided over environmental centers/advisory groups; crisis management leadership |
| Massachusetts Institute of Technology | Vice President for Research; Associate Provost; Robert T. Haslam Chair in Chemical Engineering | 2001–2006 | Government/bioterrorism expertise; chaired NRC scientific review committee on FBI anthrax investigation methods |
| Stanford University & Stanford Synchrotron Radiation Laboratory | Professor of Chemical Engineering | 1985–2001 | Academic research and engineering leadership |
External Roles
| Organization | Role | Scope/Focus | Notes |
|---|---|---|---|
| National Academy of Engineering | Fellow/Member | Engineering excellence | Recognition of technical expertise |
| Royal Academy of Engineering | Fellow/Member | Engineering excellence (UK) | International engineering leadership |
| Académie des Technologies (France) | Fellow/Member | Technology/engineering | International recognition |
| U.K. Research and Innovation (UKRI) | Board Member | Funding/policy body | Government/regulatory oversight experience |
| U.S. Department of State | U.S. Science Envoy | Caucasus/Central Asia science diplomacy | Global relations and competitiveness councils |
| King Abdullah University of Science & Technology (KAUST) | Board of Trustees | Higher education/science | International advisory role in Saudi Arabia |
| Singapore Ministry of Education | Academic Research Council | Research policy | Asia research ecosystem exposure |
| Koç University; TUM Institute for Advanced Study | Overseer; International Advisory Committee | Global academia | International academic governance |
Board Governance
- Independence: Independent within NYSE listing standards; no material relationship beyond directorship .
- Committee assignments: Member, Board Nominating & Governance; Member, Public Policy & Sustainability; BN&GC is entirely independent; PP&SC assists Board with ESG/political oversight .
- Attendance and engagement: In 2024, the Board held six regular meetings (each with executive session of independent directors); 25 committee meetings; all directors attended at least 93% of Board and committee meetings and attended the 2024 Annual Meeting .
- Stockholder engagement and outside commitments oversight: The Board amended Corporate Governance Guidelines in Dec 2024 to reduce permitted external public board service counts; directors’ time commitments actively monitored .
| Committee | 2024 Meetings | Charter/Independence |
|---|---|---|
| Audit | 9 | All members financially literate and “audit committee financial experts”; independent |
| Board Nominating & Governance | 5 | Composed entirely of independent directors; oversees independence, assignments, evaluations |
| Management Compensation | 4 | Independent members; oversees executive pay/risk alignment |
| Public Policy & Sustainability | 4 (Board-level total), 7 (PP&SC committee count) | Independent; oversees ESG, political activity, stockholder proposals; risk oversight |
Fixed Compensation
| Component (2024) | Amount (USD) | Details |
|---|---|---|
| Fees earned or paid in cash | $155,000 | Standard non-employee director cash retainer; no meeting fees; deferral optional (no deferral election noted for Gast in 2024) |
| Stock awards (RSUs) | $235,000 | Annual RSUs granted at Annual Meeting; vest on earlier of 12 months or day before next Annual Meeting; grant date 2024 fair value per unit $159.04 (closing price on May 28, 2024) |
| All other compensation | $179,961 | Perquisites tied largely to Sept 2024 international Board trip (Angola/Zambia/Zimbabwe) including spouse/family attendance costs and travel-related expenses; customary holiday gift; event-related perquisites |
| Total | $569,961 | Sum of cash, RSUs, other |
Program structure and governance highlights:
- Non-employee director annual compensation totals $390,000 (approx. 40% cash @ $155,000; 60% RSUs @ $235,000); additional cash retainers only for Lead Director or Committee Chairs; no meeting fees; no non-equity incentive awards; no director retirement plan .
- Governance Committee uses independent consultant Pearl Meyer to benchmark director pay vs Oil and Non–Oil peer groups; no changes recommended for 2025 .
Performance Compensation
| Performance Metric | Applies to Directors? | Notes |
|---|---|---|
| Short-term or long-term incentive metrics (e.g., revenue, EBITDA, TSR) | No | Chevron does not provide non-equity incentive awards to directors; equity is time-based RSUs that vest after ~12 months, not performance-conditioned |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None |
| Prior public company boards (past five years) | None |
| Shared directorships with Chevron competitors/suppliers/customers | Not disclosed; none indicated in proxy |
Expertise & Qualifications
- Technical/Engineering: B.S. USC; M.A./Ph.D. Princeton; extensive chemical engineering and technology leadership; fellow of leading engineering academies .
- Research/Academia Leadership: >3 decades across Stanford, MIT, Lehigh, Imperial; talent pipeline insight .
- Government/Regulatory/Public Policy: Homeland Security advisory; NRC anthrax investigation review chair; UKRI board; science envoy .
- Environmental Affairs: Oversight of environmental institutes and centers; crisis management at Imperial and Lehigh .
- Finance & Global Business: 16 years as university president with responsibility for finance, fundraising, endowment; extensive international roles .
Equity Ownership
| Measure (as of Mar 17, 2025 unless noted) | Quantity | Percent of Class / Notes |
|---|---|---|
| Shares beneficially owned | 1,597 | Less than 1% of outstanding shares (1,749,715,780 total) |
| Stock units (deferred/RSU-related) | 25,820 | Reflects director equity units; non-voting until settled |
| Total reported (shares + stock units) | 27,417 | Less than 1% |
| RSUs outstanding (Dec 31, 2024) | 25,542 | Director stock units; no stock options outstanding |
| Stock options | None | Non-employee directors no longer receive options post-2021; Gast has none |
Ownership alignment:
- Director ownership guideline: 7× annual cash retainer or 15,000 shares within five years; all non-employee directors with >5 years of service have met guidelines (Gast qualifies) .
- Hedging and pledging of Chevron securities prohibited for directors under insider trading policies .
Governance Assessment
- Strengths: Independent director with robust ESG/public policy and engineering expertise; active service on BN&GC and PP≻ strong attendance and Annual Meeting participation; ownership guidelines met; prohibition on hedging/pledging supports alignment; director compensation overseen by independent consultant and benchmarked prudently .
- Watch items/RED FLAGS (optics): High “All other compensation” driven by international Board trip perquisites ($179,961) could raise investor optics concerns despite clear disclosure and allocation methodology; company notes tax-effected non-deductible gifts impact ($24,992 aggregate for directors) . Director equity grants are time-based RSUs without performance conditions; while standard for directors, absence of performance linkage is a consideration for pay-for-performance frameworks .
- Conflicts/Related party transactions: No director-specific related party transactions disclosed; Board has robust review/approval policy for related person transactions; 2024 transactions disclosed pertain to >5% holders providing asset management services on arm’s-length terms .