Form 4: Chevron Director Charles Moorman Reports Acquisition of Phantom Stock as Compensation

Chevron Corporation Director Charles W. Moorman reported the acquisition of 328 shares of phantom stock valued at $137.84 per share, increasing his total beneficial ownership to 18,834 shares.

Summary

• Charles W. Moorman, a Director of Chevron Corp (CVX), acquired 328 shares of phantom stock on June 2, 2025.
• The phantom stock was acquired at a price of $137.84 per share.
• This acquisition was made under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan.
• Following this transaction, Mr. Moorman's total beneficial ownership of Chevron common stock, including phantom stock, stands at 18,834 shares.
• The total beneficial ownership includes 196 dividend equivalent accruals.
• The phantom stock is convertible into common stock upon the reporting person's termination of service.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it represents a routine compensation grant to a director, aligning their interests with shareholders, and does not indicate any negative corporate events.

Positives

• The acquisition of phantom stock aligns the director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The transaction is part of a pre-existing equity compensation plan for non-employee directors, indicating a structured approach to executive incentives.

Future Outlook

The phantom stock acquired by the director will become payable in common stock upon the reporting person's termination of service, linking future compensation to continued service and company performance.

Industry Context

This transaction is a routine compensation event for a director in a major energy company like Chevron, reflecting standard corporate governance practices where non-employee directors receive equity-based compensation to align their interests with long-term shareholder value.

Comparison to Industry Standards

• Equity compensation for non-employee directors, such as phantom stock, is a common practice across large-cap companies in the energy sector and broader S&P 500, including peers like ExxonMobil (XOM) and ConocoPhillips (COP), to incentivize long-term commitment and performance.
• The structure of the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan, where phantom stock converts to common stock upon termination, is a standard mechanism for deferred compensation in corporate governance.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic decisions.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• The acquired phantom stock will be converted into Chevron common stock upon Charles W. Moorman's termination of service as a director.

Key Dates

Keywords

Chevron, CVX, Charles W. Moorman, Director, SEC Form 4, Phantom Stock, Equity Compensation, Beneficial Ownership, Insider Transaction, Energy Sector