Jim Umpleby
Director at CVX
Board
About D. James “Jim” Umpleby III
Jim Umpleby (age 67) is Chairman and CEO of Caterpillar Inc. and has served as an independent director of Chevron since March 2018. He holds a B.S. in mechanical engineering from Rose‑Hulman Institute of Technology and brings deep experience in global operations, strategy, and engineering; at Chevron he serves on the Board Nominating & Governance Committee and the Public Policy & Sustainability Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Chairman (since 2018); CEO (since 2017); Group President, Energy & Transportation (2013–2016); Vice President (2010–2013) | 2010–present | Led long-term profitable growth strategy; expanded offerings and services; record adjusted EPS in 2024; revenue up >68% since becoming CEO |
| Caterpillar (Asia assignments) | Various management roles in Singapore and Kuala Lumpur | 1984–1990 | International operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caterpillar Inc. | Director (public company) | Current | CEO/Chairman; interlock potential at CVX given another CVX director (Debra Reed‑Klages) also sits on Caterpillar’s board |
| Business Roundtable | Member | Current | Public policy engagement |
| The Business Council | Member | Current | CEO forum participation |
| National Petroleum Council | Member | Current | Energy policy advisory |
| Peterson Institute for International Economics | Director | Current | Global economics perspective |
| Rose‑Hulman Institute of Technology | Board role | Current | Education engagement |
| U.S.-China Business Council | Director | Current | International business policy |
| U.S.-India Strategic Partnership Forum | Director | Current | International business policy |
Board Governance
- Independence: The Board determined all non-employee directors (including Umpleby) are independent under NYSE standards; no material relationship with Chevron other than as a director .
- Committees: Member, Board Nominating & Governance Committee (7 meetings in 2024; charter link: www.chevron.com/investors/corporate-governance/board-nominating-governance) . Member, Public Policy & Sustainability Committee (7 meetings in 2024; charter link: www.chevron.com/investors/corporate-governance/public-policy) .
- Attendance and engagement: In 2024 the Board held six regular meetings; all directors attended at least 93% of Board and committee meetings and all attended the 2024 Annual Meeting .
- Related-person oversight: Governance Committee reviews and pre-approves ordinary-course transactions involving entities where directors hold roles if below specified quantitative thresholds; directors abstain on decisions involving their own relationships .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $155,000 | Standard non-employee director cash retainer; Umpleby elected to defer all or a portion under the NED Plan |
| Annual RSU grant | $235,000 | Granted at 2024 Annual Meeting; RSUs vest at the earlier of 12 months or the day before the next Annual Meeting; grant-date fair value per unit $159.04 (May 28, 2024) |
| All other compensation | $189,002 | Includes perquisites ($179,002) and charitable matching ($10,000) tied to board site travel and Humankind program |
| Total (2024) | $579,002 | Sum of cash, RSUs, and other compensation |
Additional structural details:
- No meeting fees; no non-equity incentive awards; no director retirement plan; independent consultant Pearl Meyer reviewed program and recommended no 2025 changes .
- RSU and deferral mechanics: RSUs accrue dividend equivalents; directors may defer cash retainers into tracked accounts or defer RSU payout until retirement .
Performance Compensation
Chevron does not provide performance-based incentives (bonuses, PSUs, options elections post-2021) to non-employee directors; compensation is a fixed cash/RSU mix aligned with shareholder interests via stock ownership .
| Performance Metric | Target/Weight | Outcome/Pay Link |
|---|---|---|
| Not applicable for non-employee directors | N/A | No bonus/PSU/option awards granted to directors |
Other Directorships & Interlocks
| Company | Role | Committee Roles (Elsewhere) | Interlock/Conflict Considerations |
|---|---|---|---|
| Caterpillar Inc. | Chairman & CEO; Director | Executive leadership; board responsibilities | Another Chevron director (Debra Reed‑Klages) also serves on Caterpillar’s board; CVX pre-approves ordinary-course transactions under quantitative thresholds to manage related-person risks |
Expertise & Qualifications
- Business leadership/operations; strategy and transformation; expanded offerings and services; record adjusted EPS in 2024 under Caterpillar strategy .
- Finance and global business; extensive international operations and policy forums .
- Environmental/sustainability oversight from industrial operations and prior conservation roles .
- Engineering/technology; mechanical engineering degree; decades in product/operations .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned (as of March 17, 2025) | 12,219 | Less than 1% of class |
| Stock units (director RSUs/deferrals) | 1,527 | Ownership table total includes stock units |
| RSUs outstanding (12/31/2024) | 1,510 | RSUs plus dividend equivalents, rounded; settles on vest or in installments if deferred |
| Options outstanding | None | Directors cannot elect stock options in lieu of retainer post‑12/31/2021 |
| Ownership guidelines | 7x cash retainer or 15,000 shares within 5 years | All non-employee directors >5 years of service have met guidelines; others on track |
Insider trading and alignment safeguards:
- Directors are prohibited from hedging, short sales, derivative trading in Chevron securities, purchasing on margin, monetization transactions, or pledging Chevron stock as collateral .
Governance Assessment
- Strengths: Independent status; high attendance; active roles on Governance and Public Policy committees overseeing board effectiveness, stockholder engagement, and E&S risk; strong ownership alignment via RSUs and compliance with ownership guidelines for >5-year directors .
- Potential conflicts/interlocks: Dual role as Caterpillar CEO and director, with another CVX director (Reed‑Klages) on Caterpillar’s board; Chevron’s related-person transaction policy and categorical immaterial thresholds mitigate risk and require abstention where applicable .
- Pay optics: Meaningful perquisites associated with international board site visits and spouse/family participation; amounts disclosed and partially tax non-deductible; may draw investor scrutiny though framed as operational oversight and engagement .
- Alignment safeguards: Strict prohibition on hedging/pledging; fixed director pay structure without performance bonuses; RSU-based equity aligns interests with shareholders .
Overall, Umpleby’s operating CEO experience, committee service on governance and sustainability, and strong attendance support board effectiveness; interlocks with Caterpillar warrant ongoing monitoring under Chevron’s related-person framework, and disclosed perquisites should be weighed against the value of global operational oversight trips .