John Frank
Director at CVX
Board
About John B. Frank
Independent Director of Chevron Corporation; age 68; Director since November 2017. Vice Chairman of Brookfield Oaktree Holdings, LLC (formerly Oaktree Capital Group), with prior roles as Managing Principal and General Counsel at Oaktree, and partner at Munger, Tolles & Olson LLP; designated an Audit Committee financial expert at Chevron. Law degree from the University of Michigan; core credentials include finance, legal, global business, and business transformation leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Capital Management | Vice Chairman; Director; Executive Committee Member | Vice Chairman since 2014; Director since 2007 | Led transition from private partnership to public company; integrated acquisitions; oversight in more rigorous regulatory environment |
| Oaktree Capital Management | Managing Principal | 2005–2014 | Senior executive leadership; investor-focused company evaluation |
| Oaktree Capital Management | General Counsel | 2001–2005 | Legal leadership on M&A and corporate governance |
| Munger, Tolles & Olson LLP | Partner (M&A, corporate counseling) | Not specified | Corporate and transactional legal expertise |
External Roles
| Type | Organization | Role/Committees |
|---|---|---|
| Current public company boards | Daily Journal Corporation | Director |
| Current public company boards | Brookfield Oaktree Holdings, LLC | Director |
| Current public company boards | Oaktree Specialty Lending Corporation | Director |
| Prior public company boards (last 5 years) | Oaktree Acquisition Corporation | Director |
| Prior public company boards (last 5 years) | Oaktree Acquisition Corporation II | Director |
| Prior public company boards (last 5 years) | Oaktree Acquisition Corporation III Life Sciences | Director |
| Other directorships/memberships | The James Irvine Foundation; XPRIZE Foundation; The John Randolph Haynes and Dora Haynes Foundation | Director/Trustee |
Board Governance
- Committee assignments: Member, Audit Committee; designated “audit committee financial expert.” Audit Committee met 10 times in 2024 (including one joint meeting); Chevron’s Board held six regular meetings in 2024 .
- Independence and attendance: Board determined Mr. Frank is independent under NYSE standards; all Directors attended at least 93% of Board/Committee meetings and the 2024 Annual Meeting .
- Executive sessions: Independent Directors held executive sessions at each regular Board meeting, led by the Lead Director .
Fixed Compensation
Program design (non-employee directors):
| Position | Cash Retainer | RSUs | Notes |
|---|---|---|---|
| Non-Employee Director | $155,000 | $235,000 | No meeting fees; RSUs vest at 12 months or day before next Annual Meeting; RSUs forfeitable with limited exceptions; no director retirement plan |
| Independent Lead Director | $50,000 | — | Additional cash retainer |
| Audit Chair | $30,000 | — | Additional cash retainer |
| Board Nominating & Governance Chair | $20,000 | — | Additional cash retainer |
| Management Compensation Chair | $25,000 | — | Additional cash retainer |
| Public Policy & Sustainability Chair | $20,000 | — | Additional cash retainer |
2024 compensation for John B. Frank:
| Component | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $155,000 (deferral election noted) |
| Stock awards (grant-date fair value) | $235,000 |
| All other compensation | $10,000 (charitable matching) |
| Total | $400,000 |
Additional equity program details:
- 2024 RSU grant-date fair value per unit: $159.04 (closing price on May 28, 2024) .
- RSUs accrue dividend equivalents; vesting as above; RSUs forfeitable except upon death, disability, change in primary occupation, entry into government service, or reaching mandatory retirement age of 74 .
Independent compensation consultant:
- Pearl Meyer retained by the Governance Committee to review director pay relative to peer groups; recommended no changes for 2025; consultant provides no other services to the Company .
Performance Compensation
| Element | Defined Metrics | Status |
|---|---|---|
| Non-equity incentive awards | Revenue/EBITDA/TSR/ESG metrics | None – non-employee Directors do not receive non-equity incentive awards |
| Equity award conditions | Time-based vesting only | RSUs vest at 12 months or before next Annual Meeting; time-based, not performance-based |
Other Directorships & Interlocks
- Outside board service policy: Directors limited to four public boards; chairs/lead directors limited to three; public company CEOs limited to two; all Directors currently in compliance .
- Related-person transactions oversight: Governance Committee reviews and pre-approves ordinary-course transactions under categorical thresholds; Directors must report affiliations; Directors abstain from decisions on transactions involving themselves/family members .
- No specific related-person transactions involving Mr. Frank are disclosed in the 2025 proxy; insider trading policies prohibit pledging/hedging of Chevron securities by Directors .
Expertise & Qualifications
- Finance: 35+ years of financial responsibility as senior executive at Oaktree and partner managing firm financial affairs; investor-centered company evaluation experience .
- Legal: Former General Counsel at Oaktree; M&A and governance expertise; law degree (University of Michigan) .
- Global business: Oaktree operates worldwide from 20+ offices; frequent global client engagement .
- Business transformation: Led Oaktree’s transition to a public company, integrating acquisitions amid heightened regulation .
- Government/public policy: Testified to U.S. Senate Finance Committee; prior legislative and judicial clerk roles .
Equity Ownership
Beneficial ownership (as of March 17, 2025):
| Holder | Shares Beneficially Owned | Stock Units | Total | % of Class |
|---|---|---|---|---|
| John B. Frank | 17,063 (includes 14,413 options exercisable within 60 days) | 16,568 | 33,631 | <1% |
Outstanding awards and deferrals (as of December 31, 2024):
| Category | Units/Shares |
|---|---|
| RSUs (incl. dividend equivalents) | 16,389 |
| Stock units from deferral of cash retainer | — |
| Stock options (nonqualified; legacy elections pre-12/31/2021) | 14,413 |
Ownership alignment:
- Director stock ownership guideline: 7× annual cash retainer or 15,000 shares within five years; all non-employee Directors with >5 years of service have met the guideline (Mr. Frank joined in 2017 and beneficially owns ≥15,000 shares) .
- Hedging/pledging prohibited for Directors under insider trading policy .
Governance Assessment
- Strengths: Independent status; Audit Committee service and financial expert designation; strong board attendance culture (≥93% for all Directors) and executive-session practice; robust insider trading policy (no hedging/pledging); formal related-party review thresholds; disciplined director pay structure with time-based equity, no meeting fees or non-equity incentives .
- Alignment: Meets director ownership guideline; RSU vesting is time-based and short-dated, reinforcing ongoing engagement; charitable matching comprises Mr. Frank’s “all other compensation” (no perquisites), indicating low personal benefits reliance .
- Potential watch-items: Multiple outside boards necessitate monitoring for time commitments; Chevron tightened outside board service limits in December 2024, and all Directors are in compliance; legacy stock options exist but no new option elections since 2021, limiting repricing/underwater option risks .
RED FLAGS
- Pledging/hedging risk: Mitigated—explicitly prohibited for Directors .
- Related-party exposure: Managed via Governance Committee policy and categorical immaterial thresholds; no specific transactions disclosed for Frank .
- Option repricing: Not applicable—no new director stock option elections since December 31, 2021; existing options remain on original terms .