Enrique Hernandez, Jr.
Director at CVX
Board
About Enrique Hernandez, Jr.
Independent director at Chevron (CVX) since December 2008; age 69. Executive Chairman of Inter-Con Security Systems, Inc.; Harvard Law School J.D. Hernandez chairs Chevron’s Public Policy & Sustainability Committee and serves on the Management Compensation Committee; the Board classifies him as independent under NYSE standards. Board attendance was robust in 2024, with all directors attending at least 93% of meetings .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Inter-Con Security Systems, Inc. | Executive Chairman | Since 2021 | Led multinational security provider; technology-enabled transformation |
| Inter-Con Security Systems, Inc. | Chairman & CEO; President; EVP & Assistant GC | CEO 1986–2021; President 1986–2018; EVP/AGC 1984–1986 | Long-tenured leadership and legal background |
| Brobeck, Phleger & Harrison (law firm) | Litigation Associate | 1980–1984 | Legal training and litigation experience |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| The Macerich Company | Director | Current | Public company directorship |
| McDonald’s Corporation | Director; former Chairman; former Audit Committee Chair | Prior (within past 5 years – director) | Governance and audit leadership experience |
| Wells Fargo & Company | Director (former) | Historical | Former Chair, Finance and Risk Committees; former Audit Committee member |
| Nordstrom, Inc. | Director (former) | Historical | Former Audit Committee member |
| Washington Mutual, Inc.; Great Western Financial Corp. | Director (former) | Historical | Former Audit Committee member |
| Harvard College Visiting Committee; Harvard University Resources Committee; John Randolph Haynes & Dora Haynes Foundation | Committee/Trustee roles | Current | Public policy and civic engagement |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent (NYSE) |
| Chevron committees | Public Policy & Sustainability (Chair); Management Compensation (Member) |
| Committee activity (2024) | PP&SC held 7 meetings; MCC held 4 meetings |
| Board meetings (2024) | 6 regular board meetings, each with independent director executive session |
| Attendance (2024) | All directors attended at least 93% of Board and Committee meetings |
| PP&SC scope | Oversight of environmental, social, human rights, political, public policy; reviews lobbying/political spending; stockholder proposal coordination with Governance Committee |
| MCC scope | CEO evaluation/comp; exec comp design and risk oversight; independent consultant (Meridian) |
| Lead Independent Director | Dr. Wanda M. Austin (not Hernandez) |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount/Details |
|---|---|
| Annual cash retainer | $175,000 (includes $20,000 chair fee for PP&SC) |
| Equity (RSUs) | $235,000 grant value; RSUs granted at 2024 Annual Meeting |
| RSU grant detail | Grant-date fair value per unit: $159.04 on May 28, 2024; vest earlier of 12 months or day before next Annual Meeting; accrue dividend equivalents |
| All other compensation | $188,848 perquisites + $10,000 charitable match (Chevron Humankind) |
| Total 2024 director comp | $598,848 |
| Program structure | $390,000 total target per director (~$155k cash, ~$235k RSUs); additional retainers for leadership roles; no meeting fees; deferral allowed; no retirement plan |
Performance Compensation (Structure and Metrics)
| Element | Performance Link | Metrics | Vesting/Terms |
|---|---|---|---|
| Annual bonus | None for directors | N/A | N/A |
| Performance shares | Not applicable to directors | N/A | N/A |
| RSUs | Time-based (not performance-based) | N/A | Vest at earlier of 12 months or day before next Annual Meeting; dividend equivalents accrue |
| Stock options | Not available for directors after 12/31/2021; Hernandez has none | N/A | Legacy options program ended; outstanding pre-2022 options honored until expiry |
| Meeting fees | None | N/A | Not paid |
| Deferrals | Cash retainer may be deferred into plan units; earnings not above-market | N/A | Can elect distributions per plan; stock-fund tracked units payable in shares |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| The Macerich Company (current) | Real estate REIT; no Chevron-related transaction disclosed in proxy sections reviewed . |
| McDonald’s (prior 5 yrs) | Prior directorship and chair roles; no Chevron-related transaction disclosed in proxy sections reviewed . |
| Potential related-party exposure | Hernandez is Executive Chairman of Inter-Con (security services). Chevron’s related person policy governs review/approval of any such transactions; categories and thresholds specified; no specific transaction involving Hernandez is identified in the related person transactions section excerpted here . |
Expertise & Qualifications
- Security operations and global risk: decades leading Inter-Con; experience in high-risk environments .
- Finance and audit oversight: chaired finance and risk committees (Wells Fargo) and audit roles across multiple public companies; former Audit Chair at McDonald’s .
- Legal and public policy: Harvard Law School; prior litigation associate; LA Police Commission leadership; U.S. National Infrastructure Advisory Committee .
- Board leadership: former chairman (McDonald’s); extensive committee leadership and transformation experience .
Equity Ownership
| Metric | 12/31/2024 | 3/17/2025 (ownership table date) |
|---|---|---|
| Beneficially owned shares | — | — |
| RSUs | 30,149 units | Included within stock units total |
| Stock units from deferred cash retainer | 1,612 units | Included within stock units total |
| Total stock units (economic exposure) | 31,761 | 32,106 |
| Stock options | 0 | — |
| Ownership as % of outstanding | — | <1% (asterisk) |
| Hedging/pledging | Directors are prohibited from hedging, margin purchases, monetizations, or pledging Chevron securities | |
| Director ownership guidelines | 7x annual cash retainer or 15,000 shares; all non-employee directors >5 years have met guidelines; stock units under the plan count toward economic ownership |
Governance Assessment
-
Board effectiveness and engagement
- Strengths: Long-tenured independent director with deep committee leadership (Chair, Public Policy & Sustainability) and executive compensation oversight (MCC member). Committees active (PP&SC 7 meetings; MCC 4) and full Board attendance ≥93% in 2024, indicating high engagement .
- Investor alignment: Strong director stock ownership guidelines (7x retainer or 15,000 shares) and policy bans on hedging/pledging; Hernandez holds substantial stock units (economic exposure) meeting guideline expectations for long-serving directors .
-
Conflicts and related-party risk
- Potential exposure: As Executive Chairman of Inter-Con (security services), transactional overlap could arise with Chevron’s global operations; Chevron’s related person policy requires advance review/approval of such transactions, with specified thresholds and categorical preapprovals. No specific Hernandez-related transactions are identified in the related-person section excerpted here; continued monitoring is warranted given the industry adjacency .
-
Compensation signals
- Mix and structure: Director pay is ~40% cash/$155k and ~60% RSUs/$235k, with a $20k chair fee for PP&SC. No performance-conditioned equity for directors; options no longer available post-2021. This is a standard, alignment-focused design for non-employee directors .
- Optics: 2024 “All other compensation” reflects significant perquisites from the biennial international Board trip (Angola/Zambia/Zimbabwe), including spousal travel — Hernandez’s reported perquisites were $178,848 plus a $10,000 charitable match. Not a control weakness per se, but can be an external optics risk for some investors focused on director perquisite restraint .
-
Independence and attendance
- Independence: Affirmed by Board under NYSE standards; no material relationship beyond directorship. Attendance levels indicate active participation .
-
Climate/public policy oversight
- As PP&SC Chair, Hernandez oversees ESG/climate, human rights, political spending/lobbying, and stockholder proposal coordination — a high-visibility remit for risk management and investor confidence around sustainability claims and disclosures .
RED FLAGS to monitor:
- Perquisite magnitude tied to Board travel ($178,848 reported in 2024; overall “all other compensation” $188,848) may draw scrutiny from governance-focused investors even if policy-based .
- Potential related-party exposure due to executive role at Inter-Con; ensure any engagements (if any) follow the Related Person Transactions policy and are disclosed as required .
- Zero directly held shares as of March 17, 2025 (economic exposure via stock units is substantial and counted toward guidelines). Some investors prefer direct share ownership with voting rights; stock units lack voting rights .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| The Macerich Company | Director (current) | Public board seat |
| McDonald’s Corporation | Director; former Chairman; former Audit Chair | Prior public company directorship within last five years; governance leadership experience |
| Wells Fargo & Company | Director (former) | Former Chair, Finance & Risk Committees; audit experience |
| Nordstrom, Inc.; Washington Mutual, Inc.; Great Western Financial Corp. | Director (former) | Former Audit Committee member roles |
Director Compensation (2024 detail)
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $175,000 (includes PP&SC chair retainer) |
| Stock awards (RSUs) | $235,000 |
| All other compensation | $188,848 perqs + $10,000 match = included in $188,848 line per director table (match itemized separately in All Other Compensation schedule) |
| Total | $598,848 |
Equity Ownership (unit detail at FY-end)
| Category | Units |
|---|---|
| RSUs outstanding (incl. dividend equivalents) at 12/31/2024 | 30,149 |
| Stock units from deferred cash retainer | 1,612 |
| Stock options | 0 |
| Total units (12/31/2024) | 31,761 |
| Beneficially owned shares (as of 3/17/2025) | —; stock units 32,106; total 32,106; <1% of class |
Governance Policies Relevant to Director Alignment
- No hedging, margin purchases, monetizations, or pledging of Chevron securities by directors; preclearance and blackout period compliance required .
- Director ownership guideline: 7x cash retainer or 15,000 shares; all directors >5 years have met guidelines; stock units under the NED plan count toward economic ownership .
- No meeting fees for directors; no director retirement plan; RSUs vest within one year or before the next Annual Meeting .