Marillyn Hewson
Director at CVX
Board
About Marillyn A. Hewson
Marillyn A. Hewson (age 71) is an independent director of Chevron Corporation, serving since January 2021, and is designated an Audit Committee Financial Expert; she is a retired Chairman, President, and CEO of Lockheed Martin, and currently serves on Johnson & Johnson’s board as Independent Lead Director, Compensation and Benefits Committee Chair, and Audit Committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | Chairman | 2014–2021 | Oversaw energy/environmental stewardship initiatives; portfolio rebalancing, Sikorsky acquisition; digital transformation |
| Lockheed Martin Corporation | Executive Chairman | 2020–2021 | Strategic oversight, government/public policy engagement |
| Lockheed Martin Corporation | President & CEO | 2013–2020 | Led large, complex global organization; tech innovation awards; government/public policy engagement |
| Lockheed Martin (prior roles) | President, COO; EVP Electronic Systems; President Systems Integration | Various | Senior executive positions requiring engineering/technology expertise; chair of Sandia National Laboratories; former chair AIA |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Johnson & Johnson | Independent Lead Director; Chair, Compensation & Benefits; Member, Audit Committee | Effective Apr 25, 2024; current | Governance and compensation leadership; financial oversight |
| Council on Foreign Relations; Trilateral Commission; CEO Academy Advisory Board; National Academy of Engineering; AIAA Fellow; Royal Aeronautical Society Fellow; American Academy of Arts and Sciences | Member/Fellow/Advisor | Current | Broad policy, technology, and governance networks |
Board Governance
- Committee assignments: Audit Committee member (financial expert); Chevron’s Audit Committee held 10 meetings in 2024 and each member is independent and financially literate .
- Independence: Board determined Hewson and all non-employee directors (except CEO) are independent under NYSE standards; no material relationship beyond service as director .
- Attendance: In 2024, the Board held six regular meetings, 25 committee meetings; all directors attended at least 93% of Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Time-commitment governance: Board tightened outside board service limits in Dec 2024 (max four public boards; three if chair/lead director; two if CEO); all directors in compliance .
Fixed Compensation (Non-Employee Director Program)
| Component | 2024 Amount (USD) | Program Detail |
|---|---|---|
| Annual Cash Retainer | $155,000 | Deferrable under NED Plan into investment fund options (including Chevron Stock Fund) |
| Equity (RSUs) | $235,000 | Granted at Annual Meeting; RSUs vest on earlier of 12 months or day before next Annual Meeting; payable in Chevron stock unless deferred |
| Hewson 2024 Fees Earned (Cash) | $155,000 | Hewson elected to defer all or a portion of her cash retainer in 2024 |
| Hewson 2024 Stock Awards (RSUs) | $235,000 | Grant date fair value per RSU $159.04 (closing price on May 28, 2024) |
| Hewson 2024 All Other Compensation | $10,000 | Charitable matching under Chevron Humankind; no perquisites reported for Hewson |
| Hewson 2024 Total | $400,000 | Sum of components |
Performance Compensation
| Item | Metrics/Design | Notes |
|---|---|---|
| Director non-equity incentives | None | Chevron does not provide non-equity incentive awards or retirement plans to non-employee directors |
| RSU vesting | Time-based | Vest earlier of 12 months or day before next Annual Meeting; accrues dividend equivalents; grant-date fair value per unit $159.04 (May 28, 2024) |
Other Directorships & Interlocks
| Company | Role | Interlock/Exposure | Notes |
|---|---|---|---|
| Johnson & Johnson | Independent Lead Director; Comp Chair; Audit member | Healthcare; not a Chevron competitor | Governance roles may inform compensation and audit oversight practices |
| Lockheed Martin | Prior director; retired Chairman/CEO | Defense; procurement/customer of energy | Another Chevron director (Debra Reed‑Klages) is a current LMT director, representing a network tie, though no related-party transactions disclosed |
Expertise & Qualifications
- Business leadership/operations: Former Fortune 100 CEO; extensive transformation and M&A execution (e.g., Sikorsky acquisition) .
- Finance/Audit: Audit Committee member at J&J; decades of financial responsibility at LMT; designated audit committee financial expert at Chevron .
- Government/regulatory/public policy: Presidential/VP-appointed advisory roles; deep experience with government contracting and national security .
- Science/technology/engineering: Senior roles in advanced aerospace and technology; Fellow in major aeronautical societies; member National Academy of Engineering .
- Global business/international: Led global operations; served on international advisory boards and councils .
Equity Ownership
| Metric (as of Mar 17, 2025) | Amount | % of Class |
|---|---|---|
| Beneficially Owned Shares | 3,200 | <1% |
| Stock Units (RSUs + deferred units) | 13,125 | n/a (no voting) |
| Total (Shares + Units) | 16,325 | <1% |
| Additional Detail (as of Dec 31, 2024) | Units |
|---|---|
| RSUs outstanding (incl. dividend equivalents) | 8,325 |
| Stock units from deferral of cash retainer | 4,406 |
- Ownership guidelines: Non-employee directors are expected within five years to own Chevron stock equal to 7x annual cash retainer or 15,000 shares; all with <5 years have met or are on track to meet guidelines (Hewson director since Jan 2021) .
Insider Trades (Form 4)
| Date | Filing Type | Transaction | Units/Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| May 29, 2025 | Form 4 | Director award/retainer deferral activity (per NED Plan) | Notional reporting | — | https://www.sec.gov/Archives/edgar/data/1217496/000112760225015942/0001127602-25-015942-index.htm |
| Jul 22, 2025 | Form 4 | Director equity activity (NED Plan) | Notional reporting | — | https://chevroncorp.gcs-web.com/static-files/b84ee718-ea5d-460a-bef4-dd0b15b7bf07 |
| Aug 29, 2025 (filed Sep 3, 2025) | Form 4 | Award of 242 phantom stock units under NED Plan; 1-for-1 convertible to common stock upon termination | 242 units; ref. price $160.60 | Beneficially owned 5,291 shares reported (incl. 57 dividend equivalents) | https://www.sec.gov/Archives/edgar/data/1217496/000009341025000086/xslF345X05/form4.xml |
Governance Assessment
- Board effectiveness: Hewson’s deep operating and finance experience, audit expertise, and government/regulatory background align with Chevron’s oversight needs; she serves on Chevron’s Audit Committee as a financial expert, supporting robust financial reporting and risk oversight .
- Independence and attendance: Independent under NYSE standards; Board/committee attendance robust in 2024 (≥93% for all directors) and Annual Meeting attendance confirmed, reinforcing engagement .
- Alignment and incentives: Director pay mix is balanced (40% cash, 60% RSUs) with deferral options and stock ownership guidelines; Hewson deferred part/all of her cash retainer and holds RSUs/stock units, evidencing alignment with shareholders .
- Conflicts/related-party exposure: Proxy discloses related-person transaction review processes and lists service-provider relationships with certain >5% holders; no related-person transactions involving Hewson are disclosed .
- Time-commitment risk: As J&J’s Independent Lead Director, she remains within Chevron’s tightened limits on outside board service; the Board monitors director commitments and confirmed compliance in 2024 .
RED FLAGS: None disclosed specific to Hewson (no related-party transactions, hedging/pledging not disclosed; director compensation follows standard program without performance-based cash incentives) .