Form 4: Chevron Director Acquires Phantom Stock

Chevron Director Marillyn A. Hewson acquired 242 shares of phantom stock under the company's equity compensation plan, increasing her beneficial ownership to 5,291 shares.

Summary

• Marillyn A. Hewson, a Director of Chevron Corp (CVX), acquired 242 shares of phantom stock on August 29, 2025.
• The phantom stock was issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan.
• Each share of phantom stock converts on a 1-for-1 basis into Chevron common stock.
• The phantom stock becomes payable in common stock upon Ms. Hewson's termination of service.
• Following this transaction, Ms. Hewson beneficially owns 5,291 shares of derivative securities, which includes 57 dividend equivalent accruals.
• The price of the derivative security at the time of transaction was $160.6.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director is a routine compensation event that generally signals alignment of interests, contributing a slightly positive sentiment due to insider ownership, but does not indicate a significant change in company fundamentals.

Positives

• The acquisition of phantom stock by a director aligns their interests with those of shareholders, as the value of their compensation is tied to the company's stock performance.
• The transaction is part of a structured equity compensation plan, indicating a standard practice for director remuneration.

Future Outlook

The acquired phantom stock will become payable in Chevron common stock upon Marillyn A. Hewson's termination of service as a director.

Industry Context

The grant of phantom stock as part of a non-employee director's compensation package is a common practice across large, publicly traded corporations, particularly in the energy sector, to attract and retain qualified board members and align their interests with long-term shareholder value.

Comparison to Industry Standards

• This type of equity-based compensation for non-employee directors, where shares vest or become payable upon termination of service, is a standard practice in corporate governance, comparable to plans at companies like ExxonMobil or BP, which also utilize deferred stock units or phantom stock for director remuneration.
• The structure of the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan is consistent with best practices aimed at fostering long-term commitment and aligning director incentives with company performance.

Corporate Governance

Related Party Transactions

• The grant of phantom stock to Marillyn A. Hewson, a director, under the company's equity compensation plan constitutes a related party transaction, as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: Benefit from increased alignment of director interests with long-term company performance through equity-based compensation.
• Employees: No direct impact mentioned, but a well-governed company with aligned leadership can indirectly benefit all stakeholders.

Next Steps

• The phantom stock will convert into Chevron common stock and be paid out to Marillyn A. Hewson upon her termination of service as a director.

Key Dates

Recommendation

This Form 4 reports a routine grant of phantom stock to a non-employee director as part of their established compensation plan. While it indicates continued alignment of interests between the director and shareholders, it does not present new information that would fundamentally alter the investment thesis for Chevron. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals and market conditions rather than this specific, expected transaction.

Keywords

Chevron, CVX, Marillyn Hewson, Director, Phantom Stock, Equity Compensation, Insider Transaction, Form 4