Cynthia Warner
Director at CVX
Board
About Cynthia J. Warner
Independent director of Chevron (CVX) since June 2022; age 66 as of the 2025 proxy. Former President & CEO of Renewable Energy Group (bio-based diesel), with prior senior operating and strategy roles at Andeavor/Tesoro, Sapphire Energy, and BP. Currently serves on Chevron’s Public Policy & Sustainability Committee, aligning with her energy transition and refining background. Current public company directorships include Sempra and Bloom Energy; prior boards include Renewable Energy Group and IDEX Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GVP Climate | Senior Operating Partner | Since 2023 | Early-stage clean technology investing |
| Renewable Energy Group, Inc. | President, CEO, and Director | 2019–2022 | Led bio-based diesel production and supply |
| Andeavor (Tesoro) | EVP, Operations; EVP, Strategy & Business Dev. | 2014–2018 | Integrated marketing, logistics, and refining leadership |
| Sapphire Energy | Chairman & CEO; Chairman & President | 2009–2014 | Biofuels executive roles |
| BP | Group VP Global Refining; Group VP HSSE&T | 2005–2009 | Global refining and HSE/technology oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra | Director (Public Co.) | Current | Energy services holding company |
| Bloom Energy | Director (Public Co.) | Current | Solid oxide fuel cells; energy technology |
| Renewable Energy Group, Inc. | Director (Public Co.) | Prior 5 yrs | Bio-based diesel producer |
| IDEX Corporation | Director (Public Co.) | Prior 5 yrs | Diversified industrial |
| National Petroleum Council | Member | Current | Federal advisory to U.S. Secretary of Energy |
| Vanderbilt Univ. (Board of Trust; School of Engineering Board of Visitors) | Trustee/Visitor | Current | Academic governance |
| Columbia Univ. Center on Global Energy Policy | Board of Advisors (Exec. Committee) | Current | Energy policy advisory |
| Univ. of the Incarnate Word | Board of Trustees | Current | Academic governance |
Board Governance
- Independence: “Independent—Yes” under NYSE listing standards; no material relationship other than as a director .
- Committees: Public Policy & Sustainability Committee member; committee held 7 meetings in 2024, including joint sessions with Governance and Audit .
- Attendance: In 2024, the Board held six regular meetings (each with independent director executive session); all directors attended at least 93% of Board and Committee meetings and attended the Annual Meeting .
- Oversight: PP&S Committee oversees environmental, social, human rights, political, sustainability/climate matters; reviews political activities/lobbying disclosures; supports shareholder engagement in conjunction with the Governance Committee .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $155,000 | Non-employee director cash retainer; Warner elected to defer all or a portion under NED Plan (footnote 5) . |
| Annual RSU grant | $235,000 | RSUs under NED Plan; grant-date fair value measured at $159.04 per unit (May 28, 2024); RSUs accrue dividend equivalents and vest on earlier of 12 months or day before first Annual Meeting post-grant . |
| All other compensation | $189,380 | Perquisites $179,380 and charitable matching $10,000; perquisites include costs allocated from Sept. 2024 Board trip to Angola/Zambia/Zimbabwe (e.g., $18,618 per attendee for planning/events; $17,091 charter aircraft travel per attendee), plus customary holiday gifts and meeting-related perquisites . |
| Total | $579,380 | Sum of cash, RSUs, and all other compensation . |
Retainer framework for 2024 (for context): Non-employee director $155,000 cash + $235,000 RSUs; additional cash retainers only for Lead Director ($50,000) and Committee Chairs (Audit $30,000; Nominating & Governance $20,000; Compensation $25,000; Public Policy & Sustainability $20,000) .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-based director pay (PSUs/CIP) | None disclosed for non-employee directors | Director RSUs grant under NED Plan are time-based with dividend equivalents and standard vesting; stock options no longer available in lieu of cash retainer after Dec. 31, 2021 . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Sempra; Bloom Energy |
| Prior public boards (within 5 yrs) | Renewable Energy Group; IDEX Corporation |
| Interlocks/conflicts | The proxy’s Related Person Transactions section does not list any transactions involving Ms. Warner; Chevron’s Governance Committee reviews/approves related person transactions per written guidelines . |
| Outside board service policy compliance | Directors limited to ≤4 public boards; all directors are in compliance (Warner currently on CVX, Sempra, Bloom Energy) . |
Expertise & Qualifications
- Energy transition and refining operations leadership (REG CEO; BP Group VP Global Refining; Andeavor EVP Ops/Strategy) .
- Public policy and sustainability exposure via PP&S Committee role and advisory posts (NPC; Columbia CGEP Board) .
- Engagement: Director “Insights” highlight facility visit to Angola and perspectives on Chevron’s community/economic impact; Board training on evolving energy production/renewables .
Equity Ownership
| Security Ownership (as of Mar 17, 2025) | Count | Percent of Class |
|---|---|---|
| Shares beneficially owned | — | <1% |
| Stock units (RSUs and cash retainer deferrals) | 4,873 | <1% |
| Total (shares + units) | 4,873 | <1% |
| Outstanding Director Equity Vehicles (as of Dec 31, 2024) | Units |
|---|---|
| RSUs (incl. dividend equivalents) | 4,552 |
| Stock units from deferral of cash retainer | 242 |
| Stock options | — (none) |
Ownership alignment safeguards and guidelines:
- Director stock ownership guideline: within 5 years, own Chevron shares equal to 7x annual cash retainer or 15,000 shares; directors with <5 years of service have met or are on target to meet (Warner is <5 years) .
- Prohibitions for directors: hedging, margin purchases, monetization transactions, and pledging of Chevron securities are prohibited, reinforcing alignment and limiting risk .
Governance Assessment
- Board effectiveness: Warner’s PP&S Committee role leverages her energy transition and refining experience, supporting oversight of environmental, social, political, and sustainability risks, and shareholder engagement on those topics .
- Independence & attendance: Independent under NYSE standards; Board/Committee attendance ≥93% for all directors in 2024; Annual Meeting attended—strong engagement baseline .
- Compensation & alignment: Standard director pay mix (cash + time-based RSUs) with independent consultant review (Pearl Meyer) and no 2025 changes; RSUs vest on time basis (no performance conditioning), which is typical for directors but offers less “pay-for-performance” linkage than executive PSUs . Guideline requires substantial ownership; Warner’s current stock units are modest but she is within the 5-year compliance window and directors <5 years are on track .
- Conflicts/related party: No Warner-specific related person transactions disclosed; Chevron maintains robust review and categorical standards for related person transactions, and strict prohibitions on hedging/pledging for directors, reducing conflict and misalignment risk .
RED FLAGS and investor signals:
- Elevated “All other compensation” driven by Board travel perquisites ($179,380) may draw optics concerns relative to director total pay, though the proxy provides detailed disclosure and rationale tied to operational oversight trips; charitable matching ($10,000) is modest .
- Limited current beneficial share ownership (— shares; 4,873 stock units) versus long-term guideline targets could be viewed as low “skin in the game” at this point in tenure; mitigated by anti-hedging/pledging rules and stated guideline compliance trajectory within 5 years .
Overall, Warner’s background and committee placement align with Chevron’s public policy and sustainability oversight needs, with independence and attendance supporting board effectiveness. Monitoring future ownership accumulation (toward the 7x/15,000-share guideline) and any changes in perquisite practices will be key to assessing ongoing alignment with shareholder interests .