Wanda Austin
Lead Independent Director at CVX
Board
About Wanda M. Austin
Independent Lead Director at Chevron since May 2022; Director since December 2016; age 70. Retired President and CEO of The Aerospace Corporation; currently Chairperson of the Board Nominating & Governance Committee and member of the Management Compensation Committee. Current public company directorships: Amgen Inc. and Apple Inc.; prior directorship (past five years): Virgin Galactic Holdings, Inc. Other memberships include National Academy of Engineering, Horatio Alger Association, and University of Southern California (Life Trustee). Independent within NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Aerospace Corporation | Retired President and CEO | Not disclosed | Executive leadership background in aerospace and technology. |
| MakingSpace Inc. | Co-founder and CEO | Since 2017 | Leadership and STEM consulting; adds human capital and leadership expertise. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Amgen Inc. | Director | Current | Listed as current public company directorship. |
| Apple Inc. | Director | Current | Listed as current public company directorship. |
| Virgin Galactic Holdings, Inc. | Director | Prior (within past five years) | Prior board role. |
| National Academy of Engineering | Member | Current | Professional membership. |
| Horatio Alger Association | Member | Current | Professional membership. |
| University of Southern California | Life Trustee | Current | Academic board role. |
Board Governance
- Roles: Independent Lead Director since May 2022; BN&GC Chair; MCC member.
- Independence: Board determined all non-employee directors (including Austin) were independent in 2024 under NYSE listing standards.
- Lead Director responsibilities: Chairs executive sessions; oversees CEO evaluation and succession; approves agendas/schedules; liaises with independent directors; participates in investor engagement; may call meetings of independent directors.
- Attendance: Board held 6 regular meetings and 25 committee meetings in 2024; all directors attended at least 93% of Board and Committee meetings; all directors attended the 2024 Annual Meeting.
- BN&GC activity: Committee composed entirely of independent directors; held 7 meetings in 2024 (including two joint meetings); oversees board composition/refresh, independence, evaluations, director pay, stockholder engagement, and governance policies.
- BN&GC report: Signed by Austin (Chair), confirming oversight of governance practices and annual evaluations.
- Investor engagement: Austin participated in engagements with largest stockholders over multiple years; Chevron received 95.8% Say-on-Pay support in 2024.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $155,000 | Standard for non-employee directors. |
| Lead Director cash retainer | $50,000 | Additional for independent Lead Director. |
| BN&GC Chair cash retainer | $20,000 | Additional for committee chair. |
| Total cash fees earned (Austin) | $225,000 | Includes chair and lead director retainers. |
| RSU grant (fair value) | $235,000 | Granted at Annual Meeting; vest on earlier of 12 months or day before next Annual Meeting. |
| RSU grant date fair value per unit | $159.04 | Closing price on May 28, 2024. |
| All Other Compensation (Austin) | $194,572 | Perquisites and charitable matching (see breakdown). |
All Other Compensation Breakdown (2024):
- Perquisites: $184,572 (includes costs for family attendance on international Board trip, travel on corporate/charter aircraft to non-company location, planning/coordination costs, lodging, meals, security, medical personnel, and event expenses; plus customary holiday gift and certain meeting-related perqs).
- Charitable matching: $10,000 under Chevron Humankind.
Program design notes:
- No meeting fees; no non-equity incentive awards; no director retirement plan.
- Independent compensation consultant (Pearl Meyer) reviewed director pay; BN&GC recommended no changes for 2025.
Performance Compensation
| Element | Status | Vesting/Performance Metrics |
|---|---|---|
| Non-equity incentive awards | Not provided | Chevron does not provide for directors. |
| RSUs | Time-based | Vest on earlier of 12 months or day preceding next Annual Meeting; dividend equivalents accrue; payable in stock unless deferred. |
| Options | No new elections post-2021 | Legacy options remain until exercise/expiry under prior NED Plan; directors cannot elect options in lieu of cash since Dec 31, 2021. |
Performance metrics tied to director compensation: None disclosed (director compensation is cash plus time-based RSUs; no scorecards or TSR-based awards for directors).
Other Directorships & Interlocks
| Company | Relationship to Austin | Potential Interlock Exposure | Disclosure Status |
|---|---|---|---|
| Amgen Inc. | Director (current) | Ordinary-course transactional exposure would be reviewed under related person policy thresholds; no specific related transactions disclosed. | |
| Apple Inc. | Director (current) | Ordinary-course transactional exposure would be reviewed under related person policy thresholds; no specific related transactions disclosed. | |
| Virgin Galactic | Director (prior, within past five years) | No Chevron related transactions disclosed. |
Chevron’s related person transactions policy requires Governance Committee review; 2024 disclosures list interactions only with affiliates of Vanguard, BlackRock, and State Street (asset management and advisory services), not with entities related to Austin.
Expertise & Qualifications
- Executive leadership: Aerospace/technology CEO experience; governance and board leadership expertise.
- Lead director/committee leadership: Governance oversight, evaluations, succession planning, investor engagement.
- Professional affiliations: National Academy of Engineering; USC Life Trustee; Horatio Alger Association.
Equity Ownership
| As of | Shares Beneficially Owned | Stock Units (RSUs/Deferrals) | Total | % of Class |
|---|---|---|---|---|
| March 17, 2025 | 15,208 | 1,527 | 16,735 | <1% |
Additional equity details:
- Outstanding stock awards/deferrals at Dec 31, 2024: 1,510 RSUs (rounded).
- Stock ownership guidelines: Expected to own 7x annual cash retainer or 15,000 shares within five years; Chevron states all non-employee directors with >5 years have met guidelines. Austin has >5 years and beneficially owns 15,208 shares.
- Hedging/pledging: Board members prohibited from hedging, margin purchases, monetization transactions, or pledging Chevron securities.
Governance Assessment
- Independence and leadership: Confirmed independent; serves as Lead Director with robust responsibilities that counterbalance combined Chair/CEO structure—positive for board effectiveness and investor confidence.
- Engagement: Participated in multiple engagements with large stockholders; 2024 Say-on-Pay support was 95.8%, signaling strong investor alignment.
- Attendance and diligence: Board/committee cadence was high in 2024 (6 Board, 25 Committee meetings) with ≥93% attendance for all directors; BN&GC held 7 meetings and Austin authored its report—indicates active oversight.
- Ownership alignment: Meets Chevron’s stringent ownership guideline (≥15,000 shares) and holds stock units; hedging/pledging prohibited—strong alignment and risk controls.
- Compensation structure: Cash plus time-based RSUs; no performance incentives for directors; external consultant review with no 2025 changes—supports independence of pay-setting and avoids pay-for-performance conflicts for directors.
- Potential optics risk (RED FLAG): Elevated 2024 perquisites ($184,572) driven by international Board trip and family attendance, including corporate/charter aircraft travel to non-company location; while permitted and disclosed, such perqs can be perceived negatively by some investors.
- Conflicts/related-party: No Austin-specific related person transactions disclosed in 2024; Chevron maintains robust review policies for related transactions and independence determinations.