Marillyn Hewson
CHEVRONAbout 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) .