Counsel/Senior Counsel

Chevron is seeking an experienced corporate and securities lawyer to join its Corporate Governance team. This role serves as a key legal advisor on corporate governance, including Board of Directors and committee matters, and securities law compliance, with a particular emphasis on supporting the Board Nominating and Governance Committee.

The successful candidate combines strong technical expertise with disciplined execution and assumes hands-on responsibility for Board and committee processes, including materials, minutes, and follow-through. This role requires close collaboration with cross-functional stakeholders and provides regular exposure to senior leadership and direct interaction with members of the Board of Directors.

This position is well-suited for a flexible, business-oriented advisor who exercises sound judgment, distills complex legal issues into practical guidance, and operates effectively in a dynamic, high-impact environment. The role may evolve over time and include rotation across other securities law and corporate governance responsibilities based on business needs.

Responsibilities for this position may include but are not limited to:

Board & Corporate Governance

• Advise the Board of Directors, Board committees, and senior management on corporate governance matters, including governance best practices, fiduciary duties, and Delaware corporate law.

• Support the Board Nominating and Governance Committee, including Board composition, director independence, related person transactions, and stockholder proposals.

• Draft and review governance-related disclosures in the proxy statement and other public filings.

• Lead and support the planning and execution of Board and committee meetings, including preparing materials, drafting minutes and resolutions, and coordinating logistics and follow-up.

• Advise on interlocking directorate matters, including assessing compliance with Section 8 of the Clayton Act, evaluating board overlaps, and coordinating risk mitigation efforts with antitrust counsel.

Annual Meeting, SEC Disclosure & Stockholder Engagement

• Lead the drafting, review, and filing of the annual proxy statement.

• Lead and coordinate the planning and execution of the annual meeting of stockholders.

• Advise on stockholder proposals, including Rule 14a-8 matters, and participate in stockholder engagement initiatives.

• Support the preparation and review of SEC reports and public disclosures.

• Provide legal counsel on U.S. securities laws and regulations and NYSE listing standards.

• Advise on disclosure controls, compliance matters, and executive compensation disclosures, as appropriate.

• Monitor SEC rulemaking and emerging regulatory developments and translate implications into actionable guidance.

Governance, Compliance & Cross-Functional Leadership

• Provide legal support for governance and compliance processes, including Section 16 reporting, insider trading compliance, Rule 10b5-1 plans, and director compensation.

• Partner with cross-functional teams—including Finance, Investor Relations, Corporate Affairs, and Human Resources—to support public company obligations and strategic initiatives.

• Support corporate policies, compliance initiatives, and broader enterprise governance programs.

• Contribute to the development, enhancement, and scaling of internal governance and disclosure processes.

• Support corporate transactions and other strategic initiatives.

• Coordinate with and manage outside counsel, as appropriate.

• Operate independently, manage competing priorities, and proactively drive matters to completion.

• Provide guidance and mentoring to legal analysts, including reviewing work product and coordinating deliverables across governance and securities workstreams.

Required Qualifications:

• Juris Doctor (J.D.) and active bar membership

• Minimum of 5+ years of relevant experience in corporate governance and securities law

Preferred Qualifications:

• Experience advising boards of directors and supporting board committees

• Experience drafting board and committee materials and minutes

• Experience with SEC reporting, proxy statements, and annual meetings

• Experience with stockholder proposals and stockholder engagement

• Strong knowledge of NYSE listing standards and Delaware corporate law

• Experience at a major law firm and/or in-house at a public company

Key Attributes for Success

• Exercises sound judgment and provides practical, business-oriented legal advice

• Communicates complex legal concepts clearly and concisely to diverse stakeholders

• Demonstrates exceptional attention to detail and commitment to accuracy in drafting, review, and governance processes

• Applies technology and digital tools, including AI, to improve efficiency, strengthen processes, and support continuous improvement

• Demonstrates strong organizational, analytical, and project management capabilities

• Builds effective relationships and collaborates across functions and levels of the organization

• Operates with flexibility, accountability, and a commitment to excellence in a dynamic, high-impact environment involving complex, high-visibility, enterprise-level legal and governance matters.

Houston, Texas

U.S. Regulatory Notice

Chevron is an Equal Opportunity employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, genetic information, age, disability, Veteran status, or other characteristics protected by applicable law.

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