Chevron Proxy Statement 2022

1 2022 Proxy statementNotice of 2022 annual meeting of stockholders to be held on May 25, 20222022 notice of the Chevron CorporationAnnual meeting of stockholdersWednesday, May 25, 20228:00 PDTO nline by live audio webcast ( )Record dateMonday, March 28, 2022 Agenda Elect 12 Directors named in this Proxy Statement ; Vote on a Board proposal to ratify the appointment of PricewaterhouseCoopers LLP ( PwC ) as our independent registered publicaccounting firm for 2022; Vote on a Board proposal to approve, on an advisory basis, Named Executive Officer ( NEO ) compensation; Vote on a Board proposal to approve the 2022 Long-Term Incentive Plan of Chevron Corporation; Vote on six stockholder proposals, each if properly presented at the meeting ; and Transact any other business that is properly presented at the meeting by or at the direction of the or their legal Proxy holders may attend the 2022 annual meeting of notice regarding admission to the 2022 annual meetingVirtual annual MeetingWe are pleased to announce that the Company will conduct its 2022 annual meeting of Stockholders ( annual meeting ) on the abovedate and time solely by live audio webcast in lieu of an in-person meeting .

2 Your Board believes this format will enhance and facilitateattendance by providing convenient access for all of our stockholders with access to the internet. In addition, this meeting format shouldeliminate public health concerns around the COVID-19 pandemic and thesignificant costs associated with holding an in-person have planned and designed the meeting to encourage stockholder participation, protect stockholder rights, and encourage participationStockholders of record owning Chevron common stock at the close of business on Monday, March 28, 2022, are entitled to participate inand vote at the annual meeting . To participate in the annual meeting , including to vote, ask questions, and view the list of registeredstockholders as of the record date during the meeting , stockholders should go to the meeting website ,enter the 16-digit control number found on your Proxy card, voting instruction form, orNotice Regarding the Availability of Proxy Materials, and follow the instructions on the website.

3 If your voting instruction form or NoticeRegarding the Availability of Proxy Materials does not indicate that you may vote those shares through the websiteand it does not include a 16-digit control number, you should contactyour bank, broker, or other nominee (preferably at least five daysbefore the annual meeting ) and obtain a legal Proxy in order to beable to attend, participate in, or vote at the annual meeting . TheAnnual meeting will be opened for access beginning at 7:45 PDT on May 25, 2022. Proponents of the stockholder proposals includedin this Proxy Statement will be given the option to prerecord or call inlive through a dedicated line to ensure their ability to present welcome questions from stockholdersQuestions may be submitted in advance of the meeting at or live during the meeting If we are not able toget to every question submitted, we will post a summary of theremaining questions and answers on difficulties and additional questionsIf you have difficulty accessing the annual meeting , please call 844-976-0738 (toll free) or 303-562-9301 (international).

4 Technicians willbe available to assist you. Please submit any additional questions,comments, or suggestions by emailat or bytelephone by calling the event of a technical malfunction or other situation that the meeting Chair determines may affect the ability of the meeting to satisfythe requirements for a stockholder meeting to be held by means of remote communication under the Delaware General Corporation Law,or that otherwise makes it advisable to adjourn the meeting , theChair will convene the annual meeting at 8:30 PDT on the datespecified above at the Company s headquarters in San Ramon, California, solely for the purpose of adjourning the meeting to reconveneat a date, time, and physical or virtual location announced by the meeting Chair. Under either of the foregoing circumstances, we will postinformation regarding the announcement on the investor relations page of the Company s website at owning Chevron common stock at the close of business on Monday, March 28, 2022, or their legal Proxy holders,are entitled to vote at the annual meeting .

5 Please refer to pages 102 and 103 of this Proxy Statement for information aboutvoting at the annual of Proxy materialsOn Thursday, April 7, 2022, we will commence distributing to our stockholders (1) a copy of this Proxy Statement , a Proxy cardor voting instruction form, and our annual Report (the Proxy Materials ), (2) a Notice Regarding the Availability of ProxyMaterials, with instructions to access the Proxy Materials and vote on the internet, or (3) for stockholders who receive materialselectronically, an email with instructions to access the Proxy Materials and vote on the Order of the Board of Directors,Mary A. FrancisCorporate Secretary and Chief Governance OfficerApril 7, 2022 Dear Stockholder,As we write this, a war rages in Ukraine. Our hearts are with the people, families and communities directly impacted by thistragedy, and we hope that peace is restored as quickly as pandemic and recent geopolitical events remind us of the critical role that energy has in supporting and advancingsociety, including in supporting economic stability, essential supply chains, and national security.

6 As a company, we areever mindful of the vital role we play in society and the responsibility we have to our stakeholders as we pursue ourpurpose of delivering the affordable, reliable, ever-cleaner energy that enables human 2021, we delivered strong financial performance, with ourhighest free cash flow ever, including times when prices weremuch higher. At the same time we made progress toward a lower carbon future. We re a much better company than wewere just a few years strategy is clear: Leverage our strengths to deliver lower carbon energy to a growing world. Chevron s capabilities,assets and customers are distinct advantages. We re building on these strengths as we aim to lead in lower carbonintensity oil, products and natural gas and advance new products and solutions that reduce the carbon emissions of majorindustries. The formation last year of Chevron New Energies highlights our ambition to grow lower carbon businesses inhydrogen; carbon capture, utilization and storage; offsets; and other emerging is executing a straightforward plan, grounded in capital and cost discipline.

7 We aim to grow cash flow and returnmore of it to stockholders. Our financial priorities remain steadfast: sustain and grow the dividend, reinvest to grow futurecash flows, maintain a strong balance sheet, and return excess cash to seek to demonstrate our leadership through increased transparency. We support efforts to enhance the comparabilityand consistency of climate-related information in public disclosures. We have voluntarily reported our greenhouse gasemissions for nearly two decades. In October, we released ourlatest Climate Change Resilience Report, detailing insightsabout the new targets we ve set and the concrete steps we re taking to help deliver lower carbon the world rapidly evolves, we remain optimistic. It s an optimism that comes naturally to a company of problem believe profound challenges can be overcome with human ingenuity, and we intend to demonstrate this withChevron s performance in 2022 and ,Michael K.

8 WirthChairman and CEOR onald D. SugarLead DirectorChevron Corporation6001 Bollinger Canyon Road, San Ramon, CA 94583 Table of contentsProxy statement1virtual annual meeting1items of business1 Election of directors (item 1 on the proxycard)2director election requirements2director qualifications and nomination processes2nominees for director5vote required17your board s recommendation17 Director compensation182021 non-employee director compensation19 Corporate governance22overview22role of the board of directors22corporate governance guidelines22business conduct and ethics code22board leadership structure22independent lead director23board oversight of risk24board oversight of strategy25human capital management25board oversight of environmental, social, andgovernance matters26board oversight of environmental issues27chevron s approach to the energy transition27director independence29board committees30board and committee meetings and attendance30board and committee evaluations30director orientation and education32hedging, pledging, and other transactions32related person transactions32year-round environmental, social.

9 Andgovernance engagement33our response to stockholders34board nominating and governance committeereport38management compensation committee report39audit committee report39communicating with the board39 Executive compensation40compensation discussion and analysis40summary compensation table62grants of plan-based awards in fiscal year 202165outstanding equity awards at 2021 fiscal year-end66option exercises and stock vested in fiscal year202168pension benefits table70nonqualified deferred compensation table71potential payments upon termination or change-in-control74 Equity compensation plan information76 CEO pay ratio77 Stock ownership information78security ownership of certain beneficial ownersand management78 Board proposal to ratifyPricewaterhouseCoopers LLP as theindependent registered public accountingfirm for 2022 (item 2 on the Proxy card)79auditor review and engagement79 PwC s fees and services80audit committee preapproval policies andprocedures80 PwC s attendance at the annual meeting80vote required80your board s recommendation80 Board proposal to approve, on an advisorybasis, named executive officercompensation (item 3 on the Proxy card)81vote required81your board s recommendation81 Board proposal to approve 2022 Long-TermIncentive Plan of Chevron Corporation(item 4 on the Proxy card)82key terms of the 2022 LTIP84key features of the 2022 LTIP84vote required88your board s recommendation88 Rule 14a-8 stockholder proposals89vote required89your board s recommendation89 Voting and additional information102vote results102appointment of Proxy holders102record date.

10 Who can vote102quorum102how to vote103revoking your Proxy or voting instructions103confidential voting104notice and access104method and cost of soliciting and tabulatingvotes104householding information105email delivery of future Proxy materials105stockholder of record account maintenance105submission of stockholder proposals for 2023annual meeting106rules for admission for the virtual annual meeting107attending the virtual annual meeting107 Appendix A: 2022 Long-term Incentive Planof Chevron CorporationA-1 Cautionary statements relevant to forward-looking information for the purpose of safeharbor provisions of the private securities litigation reform act of 1995 The statements in this Proxy Statement , including without limitation those relating to the action areas of Chevron s energytransition strategy in the Chevron s Approach to the Energy Transition section, are forward-looking statements based onmanagement s current expectations, estimates and projections and, accordingly, involve risks and uncertainties that could causeactual outcomes and results to differ materially from those expressed or forecasted herein.