Mary Francis
About Mary Francis
Mary A. Francis serves as Corporate Secretary and Chief Governance Officer of Chevron, signing the company’s proxy statements and acting as the official contact for stockholder communications and proposals; she has appeared in these roles consistently across Chevron’s 2017–2025 SEC filings . In addition, she is referenced as agent for service or signatory on multiple SEC filings (e.g., S-8 and 8‑K), underscoring her function as Chevron’s principal corporate governance officer and legal corporate secretary . Chevron’s 10-K executive officers roster does not include a biography or age entry for Ms. Francis, and she is not listed among the company’s Executive Committee members in that filing . For company performance context in her tenure window, Chevron reported record production of ~3.3 Mboe/d in 2024 (+7% YoY) and returned a record $27B to stockholders, including $15.2B in buybacks; the Board also noted debt ratio and net debt ratio of 13.9% and 10.4%, respectively, as of year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chevron Corporation | Corporate Secretary and Chief Governance Officer | 2017–2025 (evidenced across filings) | Oversees stockholder communications/proposals, Board governance processes, and insider-trading preclearance administration for designated insiders |
External Roles
- No public company directorships or external roles are disclosed for Ms. Francis in the Chevron 10-K executive officers list or the 2025 Proxy materials reviewed .
Fixed Compensation
| Component | 2024 |
|---|---|
| Base salary | Not disclosed (Ms. Francis is not a Named Executive Officer in the Summary Compensation Table) |
| Target bonus (CIP) | Not disclosed (NEO-specific figures provided; Ms. Francis not listed) |
| Actual bonus paid | Not disclosed (NEO-specific results only) |
Reference: The Proxy provides detailed cash and equity compensation solely for Named Executive Officers (NEOs) and does not include Ms. Francis .
Performance Compensation
Company executive program design (context; Ms. Francis’s individual awards are not disclosed):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| LTIP Performance Shares – Relative TSR vs. BP, XOM, Shell, TotalEnergies and the S&P 500 TR Index | 70% | Not disclosed for Ms. Francis | Not disclosed for Ms. Francis | Payout based on 3-year relative rank; above-target TSR multiplier reduced 20% if absolute TSR is negative (executives) | Vests at end of 3-year period (2025–2027 window in current NEO design) |
| LTIP Performance Shares – ROCE Improvement vs. peer set | 30% | Not disclosed for Ms. Francis | Not disclosed for Ms. Francis | Payout based on 3-year relative ROCE improvement rank | Vests at end of 3-year period |
| LTIP RSUs (standard) | — | Not disclosed for Ms. Francis | — | — | Time-vest 1/3 annually over 3 years; 2-year post-vesting holding period for executive officers |
| LTIP Stock Options | — | Not disclosed for Ms. Francis | — | — | Time-vest 1/3 annually over 3 years; 10-year term |
CIP (annual bonus) program design context: Chevron includes a “Lower Carbon” category that focuses on GHG management and New Energies in the companywide scorecard affecting CIP payouts for eligible employees (NEOs explicitly included); Ms. Francis’s target/actuals are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | Not individually reported for Ms. Francis in the “Security ownership of certain beneficial owners and management” table; she is not listed individually among Directors and NEOs . |
| Ownership as % of shares outstanding | Not disclosed for Ms. Francis . |
| Hedging/pledging of Chevron shares | Prohibited for designated insiders (Board members, GLF members, certain finance VPs and their affiliates); pre‑clearance is required via the Corporate Secretary’s office . |
| Stock ownership guidelines (executives) | CEO: 6x salary; Vice Chairman/EVPs/CFO: 4x; All other executive officers: 2x; the Proxy reports compliance for NEOs; applicability/compliance for Ms. Francis is not disclosed . |
Employment Terms
- Change-in-control/severance: The Proxy details “Potential payments upon termination or change-in-control” for NEOs only; Ms. Francis is not covered in those tables .
- Clawback: Chevron maintains a Dodd-Frank Clawback Policy mandating recovery of certain incentive-based compensation from Section 16 reporting officers in the event of a required accounting restatement (supplementing existing forfeiture/repayment provisions); applicability to Ms. Francis is not specified, and she is not listed among executive officers in the 10-K .
- Non-compete / non-solicit / post-termination consulting: Not disclosed for Ms. Francis in the filings reviewed .
Investment Implications
- Alignment and trading risk: As Corporate Secretary and Chief Governance Officer, Ms. Francis is the gatekeeper for board governance, stockholder communications, and insider-trading preclearance—functions that enhance process integrity and reduce hedging/pledging risk among covered insiders due to explicit prohibitions and preclearance requirements .
- Transparency: Compensation, equity awards, and individual ownership for Ms. Francis are not disclosed (she is not an NEO and not listed among executive officers in the 10-K), limiting pay-for-performance and retention-risk assessment at the individual level .
- Company performance context: Strong operating and capital return execution in 2024 (record production, $27B of shareholder returns) underpins the governance environment Ms. Francis oversees; however, the absence of role-specific incentive data for her constrains direct analysis of her compensation alignment with those outcomes .
Sources: Chevron 2025 Proxy Statement (DEF 14A) and 2024 Form 10-K, plus related 8‑K and S‑8 filings .