Amit Ghai
Controller at CVX
Executive
About Amit Ghai
Amit R. Ghai is Chevron’s incoming Controller (principal accounting officer) effective March 1, 2026; he is 53 and has served as Assistant Controller since October 2020 after roles including Controller, Downstream & Chemicals (2019–2020) and General Manager, Finance, Supply & Trading (2016–2019) . He joined Chevron in 2004 through the Finance MBA program (industry career since 1996) and holds an MBA (Michigan), MS ChemE (Lamar), and BS ChemE (Institute of Chemical Technology, India) . Company performance context relevant to incentive alignment: in 2024 Chevron delivered net income of $17.7B, ROCE of 10.1%, record $27.0B of cash returned, and record 3.3 mboed production; 2022–2024 performance shares paid at 99% based on relative TSR (3rd vs peers and S&P 500) and ROCE-I (4th vs peers) .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Chevron | Assistant Controller | Oct 2020–present | Oversees accounting policy, corporate/external reporting, internal controls; engaged in SEC correspondence on decommissioning obligations (Cox/Fieldwood) |
| Chevron | Controller, Downstream & Chemicals | Jul 2019–Oct 2020 | Business-unit controller leadership across D&C operations |
| Chevron | GM, Finance, Supply & Trading | Jun 2016–Jul 2019 | Led finance for S&T; cross-functional finance leadership |
| Chevron | Various finance roles (Angola GA manager; CA Upstream finance manager; GM Corporate Treasury Singapore; GM Finance S&T Houston; D&C controller in CA) | n/d | International and functional breadth; internal audit/controls exposure; secretary of Board Audit Committee |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in the appointment 8‑K or Chevron’s press release |
Fixed Compensation
- Chevron benchmarks base salaries to market for role/grade; the MCC reviews annually using oil and non‑oil peer data and qualitative factors (performance, experience, retention) . For context, the CEO and NEO salary-setting framework is disclosed; as Ghai becomes an executive officer, the same framework and governance apply .
Performance Compensation
Annual bonus – Chevron Incentive Plan (CIP)
| Metric category | Weighting | Program design details |
|---|---|---|
| Financial results | 35% | Scorecard with threshold/maximum disclosure for controllable measures; award capped at 200% of target |
| Capital & cost management | 30% | Emphasizes capital discipline and cost efficiency |
| Operating & safety performance | 25% | Operations/safety KPIs |
| Lower carbon | 10% | Energy transition progress |
Long‑term incentives (LTIP) – mix, vesting, settlement, timing
| Vehicle | Typical proportion | Vesting/holding | Term/settlement | Notes |
|---|---|---|---|---|
| Performance shares | 50% | 3‑year cliff; dividend equivalents reinvested; payout 0–200% | Settles in stock (effective with 2024 grant) | Performance: 70% relative TSR vs BP, ExxonMobil, Shell, TotalEnergies and S&P 500; 30% relative ROCE‑I vs peer group; negative TSR adjustment for exec officers |
| RSUs | 25% | 3‑year ratable vest; 2‑year post‑vesting holding period for executive officers | Settles in shares | Retention and absolute performance emphasis |
| Stock options | 25% | 3‑year ratable vest | 10‑year term; granted at or above FMV | No repricing, reloads, or exchanges without shareholder approval |
| Grant timing | — | — | — | Annual LTIP target values set each January; grants occur in the trading window with a future grant date (e.g., Feb 6, 2024) after earnings release |
Performance share payout grid (illustrative)
| Relative ranking | TSR (70% weight; includes S&P 500) | ROCE‑I (30% weight; peer group only) |
|---|---|---|
| 1 | 200% | 200% |
| 2 | 160% | 150% |
| 3 | 120% | 100% |
| 4 | 80% | 50% |
| 5 | 40% | 0% |
| 6 | 0% | n/a |
Program governance and peer framework
- Oil industry peers (primary): BP, ExxonMobil, Shell, TotalEnergies; Non‑oil peers used as secondary market check; LTIP performance peer group aligns to TSR/ROCE‑I comparisons; 3M replaced by Procter & Gamble in 2024 in non‑oil peers .
Equity Ownership & Alignment
| Policy / control | Chevron rule | Implication |
|---|---|---|
| Stock ownership guidelines | Executive officers: 2x base salary; CFO/EVPs: 4x; CEO: 6x; 5 years to comply; hold‑until‑met requirement | Enforces alignment and reduces early selling risk |
| Post‑vesting holding | RSUs require a 2‑year post‑vest hold for executive officers | Extends exposure beyond vesting |
| Hedging/pledging | Executive officers are prohibited from hedging, monetization, margin purchases, and pledging Chevron securities | Limits misalignment and forced‑sale risk |
| Trading controls | Restricted periods and preclearance for directors/executive officers | Reduces opportunistic trading |
| Ownership status (context) | As of 12/31/24, all NEOs met ownership guidelines; CEO at 19.1x salary; other NEOs average 7.0x | Indicates culture of high insider ownership among top leadership |
Employment Terms
| Topic | Chevron practice / terms |
|---|---|
| Employment/Severance/CoC agreements | In general, no employment, severance, or change‑in‑control agreements for NEOs; no “golden parachutes”/“golden coffins” |
| Clawbacks & forfeiture | Dodd‑Frank compliant clawback for restatements; discretionary forfeiture for misconduct (e.g., fraud, confidentiality breaches, unfair competition) across CIP, LTIP, DCP, RRP, ESIP‑RP |
| Termination vesting policy | LTIP vesting on termination (non‑misconduct) can be full/partial based on “age + years of service” sum; reflects retention focus |
| Tax gross‑ups | No tax gross‑ups to NEOs (standard expat tax equalization applies company‑wide when applicable) |
| Option repricing/loans | No stock option repricing/reloads/exchanges without shareholder approval; no loans |
Company Performance Context (2024)
| Metric | 2024 result |
|---|---|
| Net income | $17.7B |
| ROCE | 10.1% |
| Cash returned to shareholders | $27.0B |
| Production | 3.3 mboed (record; U.S. nearly +18% in Permian) |
| 2022–2024 Performance share payout | 99% (TSR rank 3rd vs peer group+S&P 500; ROCE‑I rank 4th vs peers) |
| Say‑on‑Pay support (2024 AGM) | 95.8% approval |
Additional Governance/Disclosure Touchpoints Relevant to Role
- Appointment: Board elected Ghai Controller (principal accounting officer) effective March 1, 2026; he has been Assistant Controller since Oct 2020 .
- SEC correspondence: As Assistant Controller, copied on and referenced in multiple SEC comment letter exchanges about decommissioning obligations and KPI disclosures (C&E/Affiliate C&E) in 2022–2024, indicating experience with complex accounting judgments and disclosure controls .
- Bio and education: MBA (Michigan), MS/BS in Chemical Engineering; internal finance leadership across geographies and businesses; Secretary to Board Audit Committee .
Investment Implications
- Alignment and retention: The move from cash‑settled to stock‑settled performance shares in 2024 and the RSU two‑year post‑vest holding for executive officers increase skin‑in‑the‑game and extend exposure, supporting retention and alignment as Ghai steps into the Controller role .
- Limited selling pressure: Prohibitions on hedging/pledging, preclearance and trading windows reduce discretionary or forced selling risk from newly elevated executive officers .
- Pay‑for‑performance sensitivity: With 70% of performance shares tied to relative TSR and 30% to ROCE‑I, realized equity outcomes will be highly sensitive to sector relative performance and capital returns discipline—areas directly influenced by disclosure rigor overseen by the Controller’s office .
- Governance quality: No CoC agreements, strong clawbacks, no option repricing/loans, and high Say‑on‑Pay support suggest low shareholder‑unfriendly pay risk as finance leadership transitions in 2026 .
- Near‑term monitoring: Annual LTIP grants are set in January and granted in the post‑earnings trading window (e.g., Feb 6, 2024); monitor upcoming grant levels and any related Form 4s as Ghai becomes a Section 16 officer upon assuming the Controller role .