Mark Nelson
Vice Chairman at CVX
Executive
About Mark Nelson
Mark A. Nelson is Vice Chairman of Chevron and, effective October 1, 2024, also Executive Vice President, Oil, Products & Gas, after leading the enterprise Strategic Business Solutions organization through most of 2024 to drive execution efficiency and cross‑functional alignment . He has 40 years of service at Chevron (actual service years disclosed in pension footnotes), indicating deep company tenure and institutional knowledge . Pay-for-performance signals include a 99% payout on his 2022–2024 performance share cycle (TSR and ROCE‑I relative performance) and 2024 annual bonus discretion applied positively on individual performance, aligning incentives to operational and strategic outcomes .
Company performance context (for Nelson’s tenure): revenue and EBITDA declined from the 2022 commodity peak but remained robust across 2023–2024; see table below. Performance share metrics emphasize relative TSR (70%) and ROCE‑Improvement (30%), reinforcing long‑term alignment .
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $234,526,000,000* | $195,985,000,000* | $192,477,000,000* |
| EBITDA | $57,447,000,000* | $42,177,000,000* | $40,081,000,000* |
Values retrieved from S&P Global*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chevron | Executive Vice President, Downstream & Chemicals | 2019 – Sep 2022 | Led downstream and chemicals portfolio; foundation for later corporate strategy remit . |
| Chevron | Executive Vice President, Strategy, Policy & Development | Oct 2022 – Jan 2023 | Corporate strategy and portfolio leadership; prepared for Vice Chairman transition . |
| Chevron | Vice Chairman (corporate officer) | Feb 2023 – present | Enterprise leadership; chairing corporate committees; strategic alignment and execution . |
| Chevron | Lead, Strategic Business Solutions (as Vice Chairman) | Jan 2024 – Sep 2024 | Drove operating model evolution, execution efficiency, and enterprise performance . |
| Chevron | EVP, Oil, Products & Gas (in addition to Vice Chairman) | Oct 1, 2024 – present | Took responsibility for integrated OPG business following transition from retiring EVP . |
External Roles
Not disclosed in the proxy for Nelson (no public company directorships listed for him) .
Fixed Compensation
Multi‑year summary compensation (as reported):
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,039,583 | $1,187,500 | $1,259,375 |
| Stock awards | $3,275,929 | $4,433,692 | $4,566,114 |
| Option awards | $1,015,436 | $1,379,182 | $1,398,400 |
| Non‑equity incentive plan (CIP) | $2,100,000 | $1,436,400 | $1,848,000 |
| Change in pension value & NQDC earnings | — | $3,653,842 | $4,269,130 |
| All other compensation | $129,730 | $127,248 | $361,682 |
| Total | $7,560,678 | $12,217,864 | $13,702,701 |
2024 base salary rate was $1,275,000 (6.3% increase y/y), with a 120% bonus target under the Chevron Incentive Plan (CIP) . His 2024 CIP award was $1,848,000, reflecting a 1.10 corporate performance multiplier and +$150,000 individual adjustment recognizing sustained leadership and expanded scope .
Performance Compensation
Chevron’s incentive architecture and Nelson’s awards:
- Annual incentive (CIP) design and weightings: Financial 35%, Capital & cost 30%, Operating & safety 25%, Lower carbon 10% .
- LTIP design: 50% performance shares (70% relative TSR vs peer set and S&P 500 with a negative TSR adjustment; 30% relative ROCE‑Improvement), 25% RSUs (3‑yr ratable vesting, 2‑yr post‑vest hold for exec officers), 25% stock options (10‑yr term; 3‑yr ratable vesting) .
2024 LTIP grants to Mark Nelson (grant date Feb 6, 2024):
| Award | Grant date | Target quantity/terms | Valuation/Fair value |
|---|---|---|---|
| Performance Shares | 2/6/2024 | 18,360 target (0–200% payout based on 3‑yr TSR/ROCE‑I) | $3,167,541 grant date fair value |
| RSUs | 2/6/2024 | 9,180; vest 1/3 each Feb 10 starting ≥1‑yr after grant; 2‑yr post‑vest hold | $1,398,573 grant date fair value |
| Stock Options | 2/6/2024 | 36,800; $152.35 exercise price; 10‑yr term; 1/3 vests each Feb 10 | $1,398,400 grant date fair value |
2025 LTIP targets (approved for Feb 4, 2025 grant): $6,902,500 total target value comprising 22,520 performance shares, 11,260 RSUs, and 45,900 options .
Performance share settlement/payouts:
| Cycle | Performance outcome | Payout detail |
|---|---|---|
| 2022–2024 | 99% multiplier (TSR 3rd, ROCE‑I 4th) | Nelson received cash value $2,550,616 on vesting of the 2022 grant (shares plus dividend equivalents x $150.10) . |
Equity Ownership & Alignment
- Beneficial ownership: 446,776 shares beneficially owned; 20,656 stock units; total reported economic exposure 467,432 . Shares outstanding were 1,749,715,780 as of March 17, 2025, implying ~0.026% beneficial ownership (446,776 / 1,749,715,780) .
- Stock options exercisable within 60 days (as of March 17, 2025): 342,732 for Nelson .
- Outstanding equity at FY‑end 2024 (selected recent grants):
- Options: 36,800 unexercisable at $152.35 expiring 2/6/2034 (2024 grant); 10,033 exercisable / 20,067 unexercisable at $179.08 expiring 1/25/2033 (2023 grant); 28,733 exercisable / 14,367 unexercisable at $132.69 expiring 1/26/2032 (2022 grant) .
- RSUs (unvested): 9,584 units (aggregate across grants) .
- Performance shares (unearned): 38,336 units outstanding (aggregate across grants) .
- Ownership guidelines: Vice Chairman guideline is 4x base salary; all other NEOs met requirements; NEOs not at guideline must hold LTIP shares until met .
- Hedging/pledging: Executives are prohibited from hedging, shorting, trading derivatives, or pledging Chevron securities; margin purchases are also prohibited .
- RSU tax events/withholding: Proxy reports RSUs withheld for taxes at year‑end when substantial risk lapses; Nelson had 248 shares withheld (12/17/2024) from a 1/25/2023 grant .
- Deferred compensation and elections (2024 activity and balances):
- 2024 deferrals: Salary $18,288; CIP $359,100; LTIP $745,682 .
- Year‑end balances: DCP $12,678,645; ESIP‑RP $1,094,560 .
- Distribution elections: DCP – 10 annual installments; ESIP‑RP post‑2004 – 10 installments; ESIP‑RP pre‑2005 – 1 installment (all commencing ≥1 year post‑separation) .
Employment Terms
- Employment/severance/CoC: No employment, severance, change‑in‑control, “golden parachute” or “golden coffin” agreements for NEOs; no tax gross‑ups for NEOs .
- Clawbacks/forfeitures: Dodd‑Frank compliant clawback; discretionary forfeiture provisions across incentive plans for misconduct (including restatements, fraud, disclosure violations, unfair competition) .
- Vesting and retirement eligibility (“points” system): With ≥90 points (age + service), unvested portions meeting minimum holding may be deemed vested on termination for reasons other than misconduct: 100% of 2023 PSUs and outstanding standard RSUs (2020–2023), remaining 2022 options third and remaining 2023 options two‑thirds; vested options exercisable through remaining term. Nelson has more than 90 points per proxy footnote .
- Vesting schedules for new grants: RSUs vest 1/3 each Feb 10 starting ≥1 year after grant with a 2‑year post‑vest holding period for executive officers; options vest 1/3 each Feb 10 with 10‑year term; 2024+ PSUs settle in stock after certification .
- Relocation/perquisites: In connection with HQ relocation (San Ramon to Houston), Chevron provided standard relocation benefits to executives including Nelson (no tax gross‑ups on relocation benefits); additional closing/commission cost support expected in 2025 .
Performance Compensation – Detail Table
| Element | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| CIP (2024) | Financial; Capital & cost; Operating & safety; Lower carbon | 35% / 30% / 25% / 10% | $1,530,000 (120% of $1.275m base) | $1,848,000 (1.10 corporate x $1,680,000 IBC incl. +$150k) | Cash paid Mar 2025 |
| PSUs (2024 grant) | Relative TSR (peer set + S&P 500) & ROCE‑I | 70% / 30% | 18,360 target | 0–200% in 3 years (settles in stock) | 3‑year performance period (2024–2026) |
| RSUs (2024 grant) | Service | — | 9,180 | — | 1/3 vests each Feb 10; 2‑yr post‑vest hold |
| Options (2024 grant) | Service; stock price | — | 36,800 @ $152.35 | — | 1/3 vests each Feb 10; 10‑yr term |
| PSUs (2022–2024 cycle) | Relative TSR & ROCE‑I | 70% / 30% | — | 99% multiplier; $2,550,616 cash value for Nelson | Vested/paid Feb 2025 |
Compensation Structure Analysis
- Cash vs equity mix (2022→2024): Equity comprised the largest share; 2024 included $4.57m stock awards and $1.40m options vs $1.85m cash CIP and $1.26m salary, maintaining strong at‑risk weighting .
- Shift to RSUs and post‑vest holding: RSUs moved to 3‑year ratable vesting with a mandatory 2‑year holding for executives beginning in 2023; PSUs add a negative TSR adjustment, tightening alignment and downside sensitivity .
- Discretion in bonuses: 2024 CIP included positive discretion for Nelson (+$150k) based on enterprise leadership and expanded scope .
- No repricing/exchanges: No stock option repricing/reloads/exchanges without stockholder approval .
Risk Indicators & Governance Safeguards
- Hedging/pledging banned for executives; no margin purchases; restricted windows and pre‑clearance, mitigating misalignment and inadvertent trading risks .
- Clawback and forfeiture provisions across plans; no loans; no golden parachutes .
- Ownership guideline met; post‑vesting RSU holding further aligns long‑term interests .
Investment Implications
- Alignment and long-term focus: High equity mix, PSU metrics (relative TSR/ROCE‑I), a 2‑year RSU holding period, and strong ownership (guideline compliance) support long‑term alignment and reduce short‑term trading pressure .
- Potential selling pressure windows:
- RSU vesting events occur annually in February with a 2‑year post‑vest hold for executive officers, moderating near‑term liquidity; tax withholding may cause small share netting (e.g., 248 withheld in Dec 2024 for prior grant) .
- Option exercises are governed by 10‑year terms and trading windows; recent grants (2023–2024) had exercise prices above 12/31/2024 stock levels, lowering immediate exercise incentives; older grants may be in‑the‑money depending on price .
- Retention vs retirement optionality: With >90 points, deemed vesting upon retirement for certain outstanding equity can reduce retention friction, creating optionality for retirement but also lowering the risk of forced retention spend; however, the 2‑year RSU holding period and PSU performance conditions still anchor long‑term focus .
- Compensation trajectory: Nelson’s 2024 total comp rose modestly vs 2023 on higher pension accruals and at‑risk equity values; 2025 LTIP target was raised to $6.9m, reflecting expanded scope (OPG) and sustained enterprise responsibilities .
Note: For a complete view of insider selling/buying cadence, a Form 4 analysis would be required; proxy statements do not enumerate real‑time transactions.
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