Jon Huntsman Jr.
About Jon M. Huntsman Jr.
Jon M. Huntsman Jr. (age 65) is an independent director of Chevron, serving since September 2020, and currently Vice Chairman and President, Strategic Growth at Mastercard Incorporated (since April 2024) . His background includes serving as Governor of Utah (2005–2009), U.S. Ambassador to Russia (2017–2019), China (2009–2011), and Singapore (1992–1993), and Deputy U.S. Trade Representative and Deputy Assistant Secretary of Commerce for Asia . He previously served eight years as Vice Chairman of Huntsman Corporation and Chairman and CEO of Huntsman Holdings Corporation, bringing business leadership and finance credentials; the Board explicitly lists him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Utah | Governor | 2005–2009 | Oversaw environmental policy, signed Western Climate Initiative (GHG reduction targets) |
| U.S. Federal Government | Ambassador to Russia; Ambassador to China; Ambassador to Singapore; Deputy U.S. Trade Representative; Deputy Assistant Secretary of Commerce for Asia | Various: 1992–1993; 2001–2003; 2009–2011; 2017–2019 | Global affairs, trade, regulatory and policy experience across five U.S. administrations |
| Huntsman Corporation | Vice Chairman | Eight years | Business leadership/operations; environmental and finance experience |
| Huntsman Holdings Corporation | Chairman & CEO | Not disclosed | Business leadership; environmental oversight |
| Atlantic Council | Chairman | 2014–2017 | Leadership in international affairs; governance perspective |
| Huntsman Cancer Foundation | Chairman | 2012–2017 | Nonprofit governance and community engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mastercard Incorporated | Vice Chairman & President, Strategic Growth | Since Apr 2024 | Global business expansion; strategic growth |
| Ford Motor Company | Director; Vice Chair of Policy | Director since 2020; Vice Chair 2021–2022 | Member, Sustainability and Innovation Committee; advisor to CEO |
| Mobileye (prior 5 years) | Director (prior) | Not disclosed | Prior public company directorship |
| U.S. Defense Policy Board | Member | Not disclosed | Defense and geopolitical risk advisory |
| U.S. Dept. of State Foreign Affairs Policy Board | Member | Not disclosed | Foreign affairs advisory |
| Center for a New American Security; National Committee on U.S.-China Relations; Nuclear Threat Initiative Board | Member/Trustee | Not disclosed | Policy, international relations, nonproliferation |
Board Governance
- Committee assignments: Management Compensation Committee (member) and Public Policy & Sustainability Committee (member) as of April 9, 2025 .
- Independence: Board determined Huntsman (and all non-employee directors) are independent under NYSE listing standards; no material relationship with Chevron other than as a Director .
- Attendance: In 2024, the Board held 6 regular meetings and 25 committee meetings; all Directors attended at least 93% of their Board and Committee meetings, and all Directors attended the 2024 Annual Meeting .
- Executive sessions: Each regular Board meeting included an executive session of independent Directors led by the independent Lead Director .
- Committee activity levels: MCC held 4 meetings in 2024; PP&S held 7 meetings in 2024 (including joint sessions with other committees); each committee composed of independent directors .
- Outside board service policy: Amended December 2024—limits include no more than four public boards for Directors; compliance confirmed for all Directors .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash Retainer | $155,000 | Standard non-employee director cash retainer |
| Equity (RSUs) – Grant Date Fair Value | $235,000 | RSUs granted on Annual Meeting date; grant-date FV computed under ASC 718 |
| RSU Unit Grant Price | $159.04 per unit | Closing price on May 28, 2024 |
| Committee/Lead Director Fees | $0 | No chair or lead director role |
| All Other Compensation (Perqs/Charitable) | $0 | No perquisites or matching gifts reported for Huntsman |
| Total 2024 Director Compensation | $390,000 | Cash + RSUs; Chevron provides no meeting fees |
- RSU vesting: RSUs vest on the earlier of 12 months or the day preceding the first Annual Meeting following the grant; payout in stock unless deferred .
Performance Compensation
Chevron’s non-employee director program does not include performance-based incentives (no annual bonus, no performance metrics, no non-equity incentives, and no meeting fees) .
| Incentive Type | Exists? | Metrics | Vesting/Terms |
|---|---|---|---|
| Annual Bonus | No | N/A | N/A |
| Performance RSUs/PSUs | No | N/A | Director RSUs are time-based and vest as disclosed |
| Options (current elections) | No (ended in 2021) | N/A | Outstanding legacy options may remain until expiry; no new option elections for directors after 12/31/2021 |
| Meeting Fees | No | N/A | N/A |
Other Directorships & Interlocks
| Company | Role | Start/End | Committee/Notes |
|---|---|---|---|
| Ford Motor Company | Director | Since 2020 | Sustainability and Innovation Committee; Vice Chair of Policy 2021–2022 |
| Mobileye (prior 5 years) | Director | Prior | Prior public company directorship |
- Independence thresholds for interlocks/transactions: The Board deems certain relationships categorically immaterial (e.g., ordinary-course transactions under specified dollar/percentage limits), and reviews/approves any related person transactions; Directors abstain on decisions involving themselves/family .
Expertise & Qualifications
- Business leadership/operations: Senior roles at Huntsman Corporation/Huntsman Holdings; Mastercard strategic growth leadership .
- Environmental affairs: Led Utah environmental policy (Western Climate Initiative); sustainability committee experience at Ford .
- Finance: Former executive officer at Huntsman entities (finance oversight) .
- Global business/international affairs: Ambassadorial posts, trade policy roles, memberships on foreign policy boards; leadership at Atlantic Council .
- Government/regulatory/public policy: Extensive executive/government service and policy advisory background; advisor to Ford’s CEO .
Equity Ownership
| As-of Date | Beneficial Shares | Stock Units | Total | % of Class |
|---|---|---|---|---|
| March 17, 2025 | 7,329 | 1,527 | 8,856 | <1% (total shares outstanding: 1,749,715,780) |
| December 31, 2024 (outstanding awards snapshot) | — | RSUs: 1,510; Deferred Units: 0; Stock Options: 0 | — | — |
- Director stock ownership guidelines: Within five years, each non-employee Director is expected to own Chevron shares equal to seven times the annual cash retainer, or 15,000 shares; Board reports all Directors with less than five years of service have met or are on track to meet guidelines, and those with more than five years have met guidelines (individual compliance status not itemized) .
- RSU deferral/settlement: RSUs can be deferred; settled in shares upon vest or in installments post-retirement; RSUs accrue dividend equivalents .
Governance Assessment
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Board effectiveness and engagement: Huntsman’s dual committee roles (MCC and PP&S) place him in core oversight of executive pay and ESG/public policy, with robust 2024 committee activity (MCC: 4 meetings; PP&S: 7 meetings), and overall Board/committee attendance ≥93%—positive for governance rigor and engagement .
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Independence and conflicts: The Board explicitly determines Huntsman is independent; related person transactions process and categorical immaterial thresholds reduce conflict risk; no Huntsman-specific related-party transactions disclosed—supportive of investor confidence .
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Compensation alignment: Director pay is a simple cash/RSU mix ($155k/$235k) with time-based vesting and no performance incentives or meeting fees; Huntsman reported zero perquisites/matching-gift amounts in 2024—clean structure with limited perqs .
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Ownership alignment: Huntsman’s reported stake (7,329 beneficial shares plus 1,527 stock units) supports alignment; company-wide guidelines are stringent (7× cash retainer or 15,000 shares), though individual compliance status is not disclosed—continued monitoring warranted .
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Committee expertise signals: Huntsman’s policy, geopolitical, and sustainability credentials are well-matched to PP&S oversight, and prior corporate leadership/finance experience is relevant for MCC deliberations—enhances board skill coverage .
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RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, attendance shortfalls, or director-specific perquisite anomalies for Huntsman in 2024 .