Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On December 2, 2020, the Board of Directors (the "Board") of Chevron Corporation ("Chevron") elected Marillyn A. Hewson to the Board, effective January 1, 2021 (the "Effective Date.") Ms. Hewson will also serve on the Audit Committee of the Board.

On December 2, 2020, the Board also approved, to be granted on the Effective Date, a prorated grant of the annual restricted stock unit award granted to non-employee Directors under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan (the "NED Plan.") The number of restricted stock units to be received by Ms. Hewson shall be determined by multiplying $225,000 by a fraction, the numerator of which is the number of days remaining in the Annual Compensation Cycle (as defined in the NED Plan) beginning on the Effective Date and the denominator of which is the total number of days in the Annual Compensation Cycle, and dividing that product by the closing Chevron common stock price on December 31, 2020. Ms. Hewson will also be entitled to receive the annual cash retainer for non-employee Directors of $150,000, which will be prorated.

The press release announcing Marillyn Hewson's election to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d)   Exhibits.
Exhibit Number    Description
99.1                Chevron press release dated December 2, 2020
104               Cover Page Interactive Data File, formatted in Inline XBRL

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