Stock Options and Other Share-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock Options and Other Share-Based Compensation

Compensation expense for stock options for 2022, 2021 and 2020 was $60 ($46 after tax), $60 ($47 after tax) and $94 ($74 after tax), respectively. In addition, compensation expense for stock appreciation rights, restricted stock, performance shares and restricted stock units was $1,013 ($770 after tax), $701 ($554 after tax) and $96 ($76 after tax) for 2022, 2021 and 2020, respectively. No significant stock-based compensation cost was capitalized at December 31, 2022, or December 31, 2021.

Cash received in payment for option exercises under all share-based payment arrangements for 2022, 2021 and 2020 was $5,835, $1,274 and $226, respectively. Actual tax benefits realized for the tax deductions from option exercises were $216, $(15) and $8 for 2022, 2021 and 2020, respectively.

Cash paid to settle performance shares, restricted stock units and stock appreciation rights was $556, $163 and $95 for 2022, 2021 and 2020, respectively.

On May 25, 2022, stockholders approved the Chevron 2022 Long-Term Incentive Plan (2022 LTIP). Awards under the 2022 LTIP may take the form of, but are not limited to, stock options, restricted stock, restricted stock units, stock appreciation rights, performance shares and non-stock grants. From May 2022 through May 2032, no more than 104 million shares may be issued under the 2022 LTIP. For awards issued on or after May 25, 2022, no more than 48 million of those shares may be issued in the form of full value awards such as share-settled restricted stock, share-settled restricted stock units and other share-settled awards that do not require full payment in cash or property for shares underlying such awards by the award recipient. For the major types of awards issued before January 1, 2017, the contractual terms vary between three years for the performance shares and restricted stock units, and 10 years for the stock options and stock appreciation rights. For awards issued after January 1, 2017, contractual terms vary between three years for the performance shares and special restricted stock units, five years for standard restricted stock units and 10 years for the stock options and stock appreciation rights. Commencing for grants issued in January 2023 and after, standard restricted stock units vest ratably on an annual basis over a three-year period. Forfeitures of performance shares, restricted stock units, and stock appreciation rights are recognized as they occur. Forfeitures of stock options are estimated using historical forfeiture data dating back to 1990.

Noble Share-Based Plans (Noble Plans) When Chevron acquired Noble in October 2020, outstanding stock options granted under various Noble Plans were exchanged for Chevron options. These awards retained the same provisions as the original Noble Plans. Awards issued may be exercised for up to five years after termination of employment, depending upon the termination type, or the original expiration date, whichever is earlier. Other awards issued under the Noble Plans included restricted stock awards, restricted stock units, and performance shares, which retained the same provisions as the original Noble Plans. Upon termination of employment due to change-in-control, all unvested awards issued under the Noble Plans, including stock options, restricted stock awards, restricted stock units and performance shares vested on the termination date. If not exercised, awards will expire between 2023 and 2029.

Fair Value and Assumptions The fair market values of stock options and stock appreciation rights granted in 2022, 2021 and 2020 were measured on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:


	Year ended December 31
	2022			2021			2020
Expected term in years1	6.9			6.8			6.6
Volatility2	31.3		%	31.1		%	20.8		%
Risk-free interest rate based on zero coupon U.S. treasury note	1.79		%	0.71		%	1.50		%
Dividend yield	5.0		%	6.0		%	4.0		%
Weighted-average fair value per option granted	$	23.56		$	12.22		$	13.00

1 Expected term is based on historical exercise and post-vesting cancellation data.

2 Volatility rate is based on historical stock prices over an appropriate period, generally equal to the expected term.

A summary of option activity during 2022 is presented below:


	Shares (Thousands)	Weighted-Average Exercise Price			Averaged Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2022	77,399		$	108.10
Granted	3,870		$	132.69
Exercised	(55,275)		$	105.56
Forfeited	(729)		$	208.46
Outstanding at December 31, 2022	25,265		$	114.61	6.62		$	1,794
Exercisable at December 31, 2022	16,421		$	117.20	5.18		$	1,178

The total intrinsic value (i.e., the difference between the exercise price and the market price) of options exercised during 2022, 2021 and 2020 was $2,369, $152 and $92, respectively. During this period, the company continued its practice of issuing treasury shares upon exercise of these awards.

As of December 31, 2022, there was $78 of total unrecognized before-tax compensation cost related to nonvested share-based compensation arrangements granted under the plan. That cost is expected to be recognized over a weighted-average period of 1.8 years.

At January 1, 2022, the number of LTIP performance shares outstanding was equivalent to 5,023,065 shares. During 2022, 1,552,624 performance shares were granted, 1,652,839 shares vested with cash proceeds distributed to recipients and 169,584 shares were forfeited. At December 31, 2022, there were 4,753,266 performance shares outstanding that are payable in cash. The fair value of the liability recorded for these instruments was $996 and was measured largely using the Monte Carlo simulation method.

At January 1, 2022, the number of restricted stock units outstanding was equivalent to 4,386,637 shares. During 2022, 989,715 restricted stock units were granted, 979,382 units vested with cash proceeds distributed to recipients and 109,144 units were forfeited. At December 31, 2022, there were 4,287,826 restricted stock units outstanding that are payable in cash. The fair value of the liability recorded for the vested portion of these instruments was $548, valued at the stock price as of December 31, 2022. In addition, outstanding stock appreciation rights that were granted under the LTIP totaled 686,573 equivalent shares as of December 31, 2022. The fair value of the liability recorded for the vested portion of these instruments was $50.