Debra Reed-Klages

About Debra Reed-Klages

Independent director (since December 2018) and Audit Committee Chair at Chevron (CVX), Reed‑Klages is 68 with deep utility and energy leadership experience as former Chairman, CEO, and President of Sempra and former President/CEO of San Diego Gas & Electric and Southern California Gas Co. She holds a B.S. in civil engineering from USC and is designated an “audit committee financial expert,” underscoring board oversight strength in finance, controls, and risk .

Past Roles

Organization	Role	Tenure	Committees/Impact
Sempra	Chairman	2012–2018	Oversaw environmental/sustainability policy; led strategic transformation initiatives
Sempra	CEO; President	CEO 2011–2018; President 2017–2018	Led transition initiatives across utility/infrastructure operations
San Diego Gas & Electric; Southern California Gas Co.	President and CEO	2006–2010	Former CFO of both utilities; deep regulatory and finance background
Sempra	EVP	2010–2011	Senior management responsibilities across the portfolio

External Roles

Company	Role	Status	Notes
Caterpillar Inc.	Director	Current	Interlock risk: CVX director D. James Umpleby III is Caterpillar CEO and CVX director
Lockheed Martin Corporation	Director	Current	Prior Audit Committee member; aerospace/tech governance exposure
—	—	—	No other current public company boards disclosed

Board Governance

Committee assignments: Audit (Chair; financial expert), with members Frank, Hewson, Moyo; 10 Audit meetings held in 2024 .
Independence: Board determined all non‑employee directors (including Reed‑Klages) are independent under NYSE rules; no material relationship with Chevron other than as director .
Attendance: All directors attended at least 93% of Board and Committee meetings in 2024; Board held 6 regular meetings and committees held 25 meetings .
Stockholder engagement: Audit Chair participated in governance/investor engagements, including London Governance Week sessions with stockholders .

Fixed Compensation

Component (FY2024)	Amount (USD)	Notes
Annual cash retainer	$155,000	Standard non‑employee director cash retainer
Audit Committee Chair retainer	$30,000	Chair premium
Perquisites and other	$179,094	Includes costs related to Board’s 2024 Africa trip (Angola/Zambia/Zimbabwe), holiday gifts, meeting-related expenses

Performance Compensation

Component (FY2024)	Amount/Terms	Notes
RSU annual grant (NED Plan)	$235,000 grant‑date fair value; RSUs granted at Annual Meeting (May 28, 2024), fair value per unit $159.04; vest earlier of 12 months or day preceding next Annual Meeting
Stock options	Not available post‑2021 for directors; Reed‑Klages has no outstanding options
Performance metrics tied to director pay	None	Chevron does not use performance metrics for non‑employee director compensation; program is cash + RSUs; no meeting fees

Other Directorships & Interlocks

Link	Nature	Potential Exposure
CVX–Caterpillar	Reed‑Klages (Director at CAT) and D. James Umpleby III (CAT CEO; CVX director)	Perceived interlock; vendor/customer interactions possible though not disclosed as related‑party transactions in proxy
CVX–Lockheed Martin	Reed‑Klages (Director at LMT)	Industry adjacency (energy/security); no related‑party transactions disclosed

Related‑party policy sets categorical immateriality thresholds (e.g., <$5mm/5% of revenues for director-affiliated entities), and the Governance Committee reviews/approves items; directors abstain on transactions involving themselves/family members .

Expertise & Qualifications

Finance and controls: Former CFO roles; Audit Chair; audit financial expert .
Regulatory/public policy: Extensive California PUC exposure; four years on National Petroleum Council .
Environmental/sustainability: Led utility portfolio transformation toward renewables; oversaw environmental policies at Sempra .
Engineering/operations: B.S. civil engineering; multi‑decade operating leadership in utilities/infrastructure .

Equity Ownership

As of	Beneficial Shares	Stock Units (RSUs & deferred)	Total	% of Shares Outstanding
March 17, 2025	4,275	15,087	19,362	<1%

Ownership guidelines: Directors expected within 5 years to own shares equal to 7× cash retainer or 15,000 shares; all non‑employee directors with >5 years of service (includes Reed‑Klages) have met guidelines .
RSUs/deferrals outstanding at 12/31/2024: RSUs 13,630; stock units from deferral 1,295 .
Note: Stock units do not carry voting rights but represent economic ownership; RSUs payable in Chevron common stock .

Governance Assessment

Strengths:
- Audit Committee leadership and financial expertise bolster oversight of financial reporting, internal controls, compliance, and risk (including cyber and sustainability financial exposure) .
- Independence affirmed; high attendance; robust board evaluation and investor engagement processes .
- Ownership alignment via stock ownership guidelines met (>15,000‑share expectation or 7× retainer) .
- Insider trading policy prohibits hedging, shorting, derivatives, margin purchases, and pledging for Board members, reducing alignment risks .
Watch items:
- Interlock with Caterpillar given cross‑board presence of Umpleby III and Reed‑Klages may create perceived conflicts if material transactions occur, though none disclosed; Chevron’s related‑party framework and categorical immateriality thresholds help mitigate .
- Elevated perquisites in 2024 linked to international board trip optics; while disclosed and policy‑consistent, such non‑essential benefits can attract scrutiny on cost discipline for directors. Amount attributed to Reed‑Klages: $179,094 .
- Director time commitments: She serves on two other public boards; updated outside board limits adopted in Dec 2024 (≤4 boards; tighter limits for chairs/CEOs) with all directors in compliance .
RED FLAGS:
- No explicit performance‑based component in director pay; equity grants are time‑vested RSUs (common market practice but limited pay‑for‑performance signaling for directors) .
- Potential interlock perception with Caterpillar; monitor for any disclosed transactions in future filings .