Form 4: Chevron Director Acquires Phantom Stock Under Equity Compensation Plan

Chevron Director Cynthia J. Warner acquired 28 shares of phantom stock on June 2, 2025, as part of the company's Non-Employee Directors' Equity Compensation and Deferral Plan.

Summary

• Cynthia J. Warner, a Director of Chevron Corp (CVX), acquired 28 shares of phantom stock.
• The transaction occurred on June 2, 2025.
• Each phantom stock unit is equivalent to one share of Chevron common stock (1-for-1 conversion).
• The acquisition price for the phantom stock was $137.84 per unit.
• These phantom stock units were issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan.
• The shares of phantom stock become payable in common stock upon Ms. Warner's termination of service.
• Following this transaction, Ms. Warner beneficially owns 298 shares of phantom stock, which includes dividend equivalent accruals.

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of director compensation, indicating standard corporate governance practices and director alignment with shareholder interests through equity participation.

Positives

• Director Cynthia J. Warner increased her beneficial ownership in Chevron, aligning her interests with shareholders.
• The acquisition of phantom stock under an equity compensation plan is a standard practice for non-employee directors, indicating ongoing participation in the company's long-term incentive programs.

Future Outlook

The acquired phantom stock units will convert into Chevron common stock upon the reporting person's termination of service, linking future compensation to long-term company performance.

Industry Context

The issuance of phantom stock to non-employee directors is a common practice in the energy industry and across large public corporations to align director interests with long-term shareholder value without immediate equity dilution.

Comparison to Industry Standards

• The use of phantom stock as part of a non-employee director's equity compensation plan is consistent with corporate governance best practices observed in major S&P 500 companies, including peers in the oil and gas sector like ExxonMobil or BP, which often utilize similar deferred equity mechanisms to retain and incentivize board members.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock by Director Cynthia J. Warner is part of the company's established Non-Employee Directors' Equity Compensation and Deferral Plan, a standard compensation arrangement for board members.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with the long-term performance of the company, potentially fostering more shareholder-centric decision-making.

Next Steps

• The phantom stock units will convert to common stock upon Cynthia J. Warner's termination of service from Chevron.

Key Dates

Recommendation

Keywords

Chevron, CVX, Form 4, Insider Trading, Director Compensation, Phantom Stock, Equity Compensation, SEC Filing