Mike Wirth
About Mike Wirth
Chairman and CEO of Chevron since February 2018; Director since February 2017; age 64; B.S. in Chemical Engineering (University of Colorado). Career spans refinery, trading, midstream, and downstream leadership, including turning around Chevron’s global Downstream & Chemicals business (2010–2012) and leading a comprehensive corporate restructuring in 2019–2020 while executing M&A initiatives . 2024 performance under his tenure: net income $17.7B; ROCE 10.1%; record $27.0B returned to shareholders; worldwide production 3.3 MBOE/d; Permian production up ~18%; quarterly dividend increased 8% in early 2024 (37th consecutive annual increase) . Pay-for-performance mechanisms include a 2024 Corporate Performance Rating of 1.10 for the annual bonus and a 2022–2024 performance share payout of 99% based on relative TSR and ROCE Improvement versus peers and the S&P 500 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chevron | Chairman & CEO | 2018–Present | Led portfolio discipline, record production, capital efficiency, lower carbon strategy; executed large restructuring and M&A efforts . |
| Chevron | Vice Chairman of the Board | 2017–2018 | Board leadership transition ahead of CEO appointment . |
| Chevron | EVP, Midstream & Development | 2016–2018 | Oversaw shipping/pipeline; environmental and operational policies . |
| Chevron | EVP, Downstream & Chemicals | 2006–2015 | Led major turnaround including portfolio rationalization, supply chain redesign, manufacturing improvements, driving safety, reliability, profitability . |
| Chevron | President, Global Supply & Trading | 2003–2006 | Managed global trading and supply . |
| Chevron | Design Engineer; various roles | 1982–2003 | Engineering, construction, marketing, operations experience; international marketing leadership in Asia/Middle East/Africa . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Petroleum Institute | Director | Current | Industry policy leadership . |
| Catalyst | Director | Current | Corporate inclusion and talent advocacy . |
| National Football Foundation | Director | Current | Non-profit governance . |
| National Petroleum Council | Member | Current | Energy advisory to U.S. DOE . |
| Business Roundtable; The Business Council; WEF International Business Council; AHA CEO Roundtable; American Society of Corporate Executives | Member | Current | Executive leadership forums . |
| Caltex Australia Ltd.; GS Caltex (Korea) | Director | Prior | International downstream governance experience . |
| Current public company boards | None | — | No other public boards; Chevron director (not independent) . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,689,583 | 1,818,750 | 1,889,583 |
| All Other Compensation ($) | 1,093,134 | 1,332,249 | 1,829,136 |
| Key 2024 perquisites detail | — | — | Corporate aircraft $241,313; security $131,503; security surveillance program $945,151; relocation $146,154; financial counseling $15,000; motor vehicles $21,004; international board trip $144,430; ESIP/ESIP-RP contributions $151,167 . |
Notes:
- 2024 annual salary rate set at $1,900,000 effective March 2024 .
- CEO is not paid additional compensation for service as a director .
Performance Compensation
Annual Bonus (Chevron Incentive Plan, CIP)
| Metric (weight) | Target/Plan context | 2024 result | Raw score | Weighted score |
|---|---|---|---|---|
| Financial Results (35%) | Plan assumed Brent ~$85; Adjusted ROCE 12.2%; FCF ex-WC $19.2B; relative EPS at median | ROCE 10.5%; FCF ex-WC $13.8B; EPS rank 4th vs LTIP peers | 0.80–0.90 | 0.28–0.32 |
| Capital & Cost (30%) | OpEx ex fuel $22.4B; Organic capex $15.5–16.5B; milestones | OpEx ex fuel $23.3B; Organic capex $15.9B; WPMP field conversion started 2Q24 | 1.30–1.40 | 0.39–0.42 |
| Operating & Safety (25%) | Threshold incidents set; production and availability targets | Reduced fatalities/serious injuries; Tier 1 incidents above threshold; production 3,364 MBOE/d; refinery availability 96.2% | 0.95–1.05 | 0.24–0.26 |
| Lower Carbon (10%) | GHG project abatement 0.4MM tCO2e; New Energies milestones | Achieved >0.7MM tCO2e designed abatement; Geismar/hydrogen delays; CCS pre-FEED at Pascagoula | 0.95–1.05 | 0.10–0.11 |
| Corporate Performance Rating | — | Final rating: 1.10 | — | — |
- CEO bonus target: $3,135,000 (165% of salary); individual performance adjustment +5% (IBC $3,291,750); 2024 award: $3,621,000 .
- 2024 Say-on-Pay vote approval: 95.8% .
Long-Term Incentive Plan (LTIP) design and 2024 grants
- Mix: Performance Shares (50%), RSUs (25%; 3-year ratable vest + 2-year holding for execs), Stock Options (25%; 3-year ratable, 10-year term). 2024 change: performance shares settle in stock for U.S. payroll employees; negative TSR above-target payout reduced by 20% for execs .
- Performance shares metrics: 70% relative TSR (vs BP, ExxonMobil, Shell, TotalEnergies + S&P 500); 30% relative ROCE Improvement vs LTIP peers; three-year cliff vest .
| 2024 LTIP grants (Feb 6, 2024) | Shares/Options |
|---|---|
| Performance Shares target (#) | 57,430 |
| RSUs (#) | 28,720 |
| Stock Options (#) | 115,100; strike $152.35 |
- 2022–2024 performance share payout multiplier: 99%; CEO vested shares value example: 66,960 shares x $150.10 = $10,050,760 cash (awards granted in 2022 settled in cash; 2024+ settle in stock) .
- CEO realizable pay aligns with stock price and relative TSR/ROCE outcomes; 2024 CAP reconciled per Item 402(v) .
Equity Ownership & Alignment
| Ownership/awards | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,898,817 | As of March 17, 2025; includes 1,624,932 options exercisable within 60 days . |
| Stock units | 65,909 | Deferred/RSUs; no voting rights . |
| Ownership % of outstanding | <1% | “*” less than 1% per table . |
| Unvested RSUs (market value) | 29,984 units; $4,342,855 | Based on $144.84 close at 12/31/2024 . |
| Unearned performance shares (value est.) | 119,914 units; $17,368,344 | Estimated at 200% multiplier for 2024 grant (proxy methodology) . |
| Options (exercisable/unexercisable) | 317,100 (2011) etc; multiple tranches | See outstanding schedule; 2024 tranche unexercisable 115,100 at $152.35 strike . |
| Insider transactions (2024) | Exercised 164,600 options; $9,286,172 value | Exercise at $160.13 vs $103.71 strike (2015 grant) . |
| Ownership guidelines | 6x base salary; Wirth at 19.1x | 250-day trailing price basis; executives have 2-year post-vest RSU holding . |
| Hedging/pledging | Prohibited | No hedging or pledging of Chevron securities; insider trading windows enforced . |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment/severance/change-in-control | No change-in-control agreements for NEOs; generally no special severance contracts; benefits per standard plans and LTIP rules . |
| Clawbacks/forfeiture | Discretionary forfeiture for misconduct (e.g., restatement, fraud, disclosure violations); Dodd-Frank Clawback Policy mandates recovery of erroneously awarded incentive comp upon restatement; no indemnification against clawback . |
| Vesting acceleration (“points” system) | Deemed vesting based on age+service points; ≥90 points: 100% vest of eligible RSUs and performance shares; options exercisable for remaining term; ≥75 and <90 points: pro-rata vest; <75: forfeiture (after 1-year minimum holding) . |
| Potential payments upon termination (12/31/2024) | Performance shares $7,458,654; RSUs $20,287,389; stock options $687,690; post-retirement office/admin support ~$45,000/year . |
Multi‑Year Compensation (Summary Compensation Table)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,689,583 | 1,818,750 | 1,889,583 |
| Stock awards | 12,909,537 | 13,669,951 | 14,283,545 |
| Option awards | 4,000,488 | 4,252,096 | 4,373,800 |
| Non‑equity incentive plan comp (CIP) | 4,500,000 | 2,610,000 | 3,621,000 |
| Change in pension value | — | 3,702,609 | 6,719,876 |
| All other compensation | 1,093,134 | 1,332,249 | 1,829,136 |
| Total | 24,192,742 | 27,385,655 | 32,716,940 |
Board Governance and Director Service
- Director service: Director since 2017; Chairman since 2018; not independent; no committee assignments; current public company directorships: none .
- Board leadership structure: Combined CEO/Chairman deemed optimal by independent directors given Chevron’s complexity and Mr. Wirth’s 42-year company/industry experience, offset by robust Lead Independent Director authority and frequent executive sessions of independent directors .
- Board attendance: In 2024, Board held six regular meetings and 25 committee meetings; all directors attended at least 93% of their meetings; CEO not paid additional director fees .
Director Compensation (as applicable)
- CEO receives no additional compensation for board service (non-employee director program does not apply) .
Compensation Structure Analysis
- Mix shift and risk: 2024 LTIP change to settle performance shares in stock increases equity ownership alignment; negative TSR adjustment reduces above-target payouts in down markets .
- At-risk pay: 92% of CEO pay at risk; strong governance features include clawbacks, mandatory RSU holding, no option repricing/reloads/exchanges without shareholder approval, no gross-ups, no hedging/pledging .
- Peer benchmarking: MCC uses oil and non‑oil peer groups to benchmark levels and design; LTIP peers: BP, ExxonMobil, Shell, TotalEnergies; disciplined committee oversight and independent consultant (Meridian) .
Say‑on‑Pay & Shareholder Feedback
- Say-on-Pay approval: 95.8% in 2024; investors cited improved transparency in bonus scorecard, increased stock settlement to boost ownership, and disciplined alignment of pay and performance; Board/committee engaged extensively with >40% of outstanding shares .
Investment Implications
- Alignment: Large beneficial ownership, strong stock ownership multiple (19.1x salary), mandatory holding, and prohibition of hedging/pledging support long-term incentive alignment; equity-heavy LTIP tied to TSR/ROCE fosters shareholder value focus .
- Insider selling pressure: 2024 option exercises ($9.29M value) and scheduled RSU/PSU vesting could create supply; however, RSU post-vest holding and continued unvested balances temper near-term selling risk .
- Governance risk: Dual role mitigated by strong Lead Independent Director oversight; no golden parachutes or change-in-control accelerations for NEOs; robust clawback/forfeiture reduce moral hazard; high say-on-pay indicates investor comfort .
- Performance levers: Bonus focuses on financials (ROCE, FCF), capital discipline, operations/safety, and lower carbon execution; LTIP relative measures encourage competitiveness vs integrated peers and S&P; continued dividend growth track record supports income-oriented shareholders .