Charles Moorman
Director at CVX
Board
About Charles W. Moorman
Charles W. Moorman, 73, has served as an independent director of Chevron since May 2012. He is Chair of the Management Compensation Committee and a member of the Board Nominating and Governance Committee. A civil engineer by training (B.S., Georgia Institute of Technology), Moorman is a member of the National Academy of Engineering and brings deep operational leadership experience from Norfolk Southern and Amtrak. Current public company board: Oracle Corporation; prior public company board (past five years): Duke Energy Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation | Chairman; CEO; President | Chairman (2006–2015); CEO (2004–2015); President (2004–2013) | Led strategic transformation in intermodal freight amid Panama Canal expansion and evolving logistics; extensive operations oversight . |
| Amtrak | Senior Advisor; Co‑CEO; President & CEO | Senior Advisor (2018–2023); Co‑CEO (2017); President & CEO (2016–2017) | Charged with transforming leadership and service model to support long‑term sustainability . |
| The Nature Conservancy (VA chapter) | Chair and Director | Prior service | Environmental stewardship experience relevant to Chevron oversight . |
| Chesapeake Bay Foundation | Trustee | Prior service | Environmental integrity and risk understanding . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Oracle Corporation | Director | Current | Technology board service; beneficial ownership reported separately below . |
| Duke Energy Corporation | Director | Prior (within past five years) | Large-cap, capital‑intensive sector experience . |
| Focused Ultrasound Foundation | Board/Member | Current | Nonprofit governance . |
| Railroaders Memorial Museum (Altoona, PA) | Chairman of the Board | Current | Heritage/operations governance . |
| East Broad Top Foundation | President of the Board | Current | Preservation/operations . |
| Rand Logistics, Inc. | Director/Member | Current | Logistics oversight . |
| National Academy of Engineering | Member | Current | Technical credentials . |
Board Governance
- Committee assignments: Chair, Management Compensation Committee (MCC); Member, Board Nominating & Governance Committee (BN&GC) .
- Committee activity: MCC held 4 meetings in 2024; BN&GC held 7 meetings (including two joint sessions with Public Policy & Sustainability) .
- Board activity and attendance: Board held six regular meetings in 2024; all directors attended at least 93% of Board and Committee meetings; executive sessions at each regular Board meeting led by the Lead Director .
- Independence: Board determined Moorman (and all non‑employee directors) is independent under NYSE standards; no material relationship with Chevron other than as a director .
| Committee | Role | 2024 Meetings | Key Oversight Themes |
|---|---|---|---|
| Management Compensation (MCC) | Chair | 4 | CEO/NEO pay philosophy, peer groups, sustainability‑linked design oversight, compensation risk management . |
| Board Nominating & Governance (BN&GC) | Member | 7 | Board composition, refreshment, director pay, governance guidelines, shareholder proposals, risk processes . |
| Full Board | Director | 6 | Strategy, capital plan, risk oversight, sustainability, human capital; executive sessions each meeting . |
Fixed Compensation
Chevron’s non‑employee director program is 40% cash / 60% RSUs, with additional cash retainers for leadership roles; no meeting fees and no retirement plan .
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $155,000 | Paid in monthly installments; deferrable under NED Plan . |
| MCC Chair fee | $25,000 | Additional annual cash retainer for committee chair . |
| Total cash fees (2024) | $180,000 | Moorman elected to defer all or a portion of cash retainer (footnote) . |
| RSU grant (2024) | $235,000 | RSUs granted at annual meeting; vest on earlier of 12 months or day before next annual meeting; payable in Chevron shares . |
| RSU grant‑date price | $159.04 per unit | Closing price on May 28, 2024; dividend equivalents accrue . |
| Meeting fees | $0 | No fees for Board/Committee meetings or shareholder meetings . |
| All other compensation (2024) | $10,000 | Charitable matching under Chevron Humankind program . |
| Total (2024) | $425,000 | Sum of cash, RSUs, and other compensation . |
Governance notes:
- Director compensation reviewed by BN&GC with Pearl Meyer; no changes recommended for 2025 .
- Deferrals credited to plan options; stock fund deferrals distributed in Chevron shares; earnings not above‑market .
Performance Compensation
Directors do not receive non‑equity incentives, options in lieu of cash (post‑2021), or meeting fees; the program emphasizes fixed cash plus equity to align interests .
| Element | Status | Notes |
|---|---|---|
| Non‑equity incentive awards | None | No annual bonus for directors . |
| Options in lieu of cash | Discontinued for directors after Dec 31, 2021 | Legacy options remain outstanding per original terms . |
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Related‑Party Notes |
|---|---|---|---|
| Oracle Corporation | Information Technology | Director (current) | Chevron’s related‑party policy pre‑approves ordinary‑course transactions where a director’s interest arises solely from serving on another entity’s board and thresholds are not exceeded; Chevron discloses no reportable related‑person transactions tied to Moorman’s external roles in the 2025 proxy . |
| Duke Energy Corporation | Utilities | Director (prior, within past five years) | No Chevron related‑party transactions reported in 2025 proxy relating to Moorman . |
Expertise & Qualifications
- Operations leadership: Over a decade as CEO of Norfolk Southern; senior leadership at Amtrak .
- Environmental stewardship: Governance roles at The Nature Conservancy (VA) and Chesapeake Bay Foundation .
- Regulatory acumen: Four decades in highly regulated freight and transportation industries .
- Transformation experience: Led strategic shifts in intermodal logistics and organizational change at Norfolk Southern and Amtrak .
- Technical credentials: Civil engineering degree; National Academy of Engineering member .
Equity Ownership
Director stock ownership guidelines: Seven times annual cash retainer or 15,000 shares; all non‑employee directors with >5 years of service have met the guidelines .
As of March 17, 2025 (Chevron):
| Metric | Value | Date |
|---|---|---|
| Shares beneficially owned | 41,403 | 03/17/2025 |
| Stock units (RSUs/deferrals) | 51,963 | 03/17/2025 |
| Total (shares + units) | 93,366 | 03/17/2025 |
| Options exercisable within 60 days | 28,809 | 03/17/2025 |
| Percent of class | <1% | 03/17/2025 |
Outstanding awards at December 31, 2024 (Chevron):
| Type | Units | Notes |
|---|---|---|
| RSUs (incl. dividend equivalents) | 33,098 | Settled in shares upon vest or deferred . |
| Stock units from cash deferral | 18,014 | Distributed in one or 10 annual installments . |
| Stock options | 28,809 | Legacy options; 10‑year exercise window upon retirement per policy . |
| Total | 79,921 | Sum of above . |
Policy alignment and risk controls:
- Anti‑hedging/anti‑pledging: Directors are prohibited from hedging, short sales, trading in derivatives, monetization transactions, purchasing on margin, or pledging Chevron securities; restricted periods and trade pre‑clearance apply .
- Business Conduct and Ethics Code: Biennial certification; related‑party oversight by BN&GC with clear preapproval thresholds and reporting .
Oracle beneficial ownership (for context on external alignment):
| Company | Date | Shares Beneficially Owned |
|---|---|---|
| Oracle | 09/13/2021 | 55,429 |
| Oracle | 09/19/2022 | 74,874 |
| Oracle | 09/16/2024 | 83,043 |
Governance Assessment
- Strengths: Long‑tenured operator with deep safety/regulatory experience; chairs MCC with clear oversight of pay philosophy, peer groups, and compensation risk; meets ownership guidelines; independent under NYSE rules; strong attendance culture (≥93%) .
- Alignment signals: Director pay mix is equity‑heavy; RSUs vest annually; options discontinued for directors post‑2021; strict anti‑hedging/pledging policy enhances alignment and reduces collateral risk .
- Potential conflicts: No related‑party transactions disclosed involving Moorman; Chevron policy provides preapproval criteria and annual questionnaire process to identify and address conflicts .
- Time‑commitment risk: Chevron tightened outside board limits in Dec 2024; Moorman appears within updated thresholds (not serving as a chair/lead elsewhere beyond Oracle) .
Overall, Moorman’s operational and governance background, committee leadership, and adherence to ownership/insider policies support board effectiveness and investor alignment. No red‑flag conflicts, pledging, or attendance concerns are disclosed in Chevron’s 2025 proxy .