When Chevron Corporation announced its $53 billion acquisition of Hess Corporation in October 2023, Chairman and CEO Michael Wirth (pictured above) called it the largest deal of his tenure — the strategic centerpiece of Chevron’s growth plan, anchored by Hess’s 30 percent stake in Guyana’s prolific Stabroek Block. What it became was one of the costliest deal delays in the Company’s recent history.
ExxonMobil and CNOOC Ltd. invoked a right-of-first-refusal clause buried in the Stabroek Block joint operating agreement and dragged Chevron through more than a year of arbitration at the International Chamber of Commerce.
The deal that was supposed to close in mid-2024 did not close until July 2025 — more than a year late. Reuters estimated the delay kept approximately 180,000 barrels per day of Hess’s Guyana production out of Chevron’s hands, costing the Company an estimated $6 to $7 billion in gross sales and roughly $3 billion in profit, with an additional $50 to $100 million in arbitration fees and legal costs. Chevron also pre-committed $2.2 billion to purchase Hess shares on the open market and issued $5.5 billion in long-term debt to prepare for an integration it could not guarantee would occur.
The preemption clause was not a surprise. It was on the page.
Compare the outcome to Exxon’s own comparable deal. Exxon announced its $60 billion acquisition of Pioneer Natural Resources the same month Chevron announced Hess. Pioneer closed cleanly by May 2024. Even the climate-conscious board insurgents from Engine No. 1 voted for the deal.
Same industry. Same era. Same regulatory environment. Different execution.
This is the environment in which National Legal and Policy Center is circulating its new Independent Chair Exempt Solicitation for Chevron to Chevron investors ahead of the Company’s May 27 annual meeting. The report — full PDF available here — makes the case for Item 4 on the 2026 proxy, a stockholder proposal asking the Board to adopt a policy separating the roles of Chair and Chief Executive Officer, which Wirth has held in combination since February 2018.
Hess was not Wirth’s first large-deal reversal. He had previously walked away from Chevron’s bid for Anadarko Petroleum in 2019 after a higher offer from Occidental. Two major M&A attempts under his combined Chair/CEO leadership. Two imperfect outcomes.
Pattern behavior on capital allocation decisions of strategic magnitude is exactly the territory in which an independent board Chair functions as a structural backstop — the person positioned to ask whether the deal team has genuinely pressure-tested the downside before tens of billions of dollars move.
The Hess record is not isolated. It fits alongside a broader pattern of decisions reached under the same governance structure.
Chevron’s full-year 2025 return on capital employed was 6.6 percent. Exxon’s was 9.3 percent. Chevron’s 2025 earnings were $12.3 billion; Exxon’s were $28.8 billion — more than twice Chevron’s figure. Across Wirth’s full tenure as combined Chair/CEO, Chevron has consistently trailed its closest domestic peer on the metrics that matter most to integrated-oil investors.
In February 2025, Chevron announced it was cutting 15 to 20 percent of its global workforce — roughly 6,000 to 8,000 employees. Approximately one month later, the Company’s proxy filing disclosed that Wirth’s 2024 compensation had risen 23.4 percent, to $32.7 million. Median Chevron employee pay fell 6.8 percent over the same period.
And earlier this year, Wirth personally lobbied President Donald Trump for a revised Treasury Department license governing Chevron’s operations in sanctions-bound Venezuela. Chevron got one in July — under terms that, as The New York Times later reported, positioned a trading firm tied to a U.S.-sanctioned Maduro associate to benefit from Chevron’s in-kind royalty payments to PDVSA. The CEO doing the personal lobbying was also the Chairman of the board supposed to evaluate whether that personal advocacy was in shareholders’ long-term interest.
Chevron’s defense of its combined structure rests on a Lead Independent Director the Chair/CEO himself helps select, and on an assertion that the Board retains “flexibility” to choose its leadership model. A growing majority — 60 percent — of S&P 500 companies have already concluded that separation is the sounder default, the highest share in the history of the Spencer Stuart Board Index.
Chevron shareholders do not need to wait until May 27 to act. Vote FOR Item 4 now at www.proxyvote.com (you will need a control number or your account number).
(Post references PX14A6G Notice of exempt solicitation)
