Definitive Proxy Statement

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DEF 14A 1 d230820ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

Hess Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

HESS CORPORATION

April 14, 2022

Dear Stockholder:

In 2021, our company continued to successfully execute our strategy and achieve strong operational performance. We are proud of our employees for their commitment to keeping our workplace and the communities where we operate safe throughout the COVID-19 pandemic.

Our strategy has been and continues to be to deliver high return resource growth, a low cost of supply and industry leading cash flow growth. We have built a differentiated portfolio offering a unique value proposition – delivering durable cash flow growth that enables us to invest in some of the highest return projects in the industry and also to grow cash returns to our stockholders. Our portfolio is focused on the Bakken, deepwater Gulf of Mexico, Southeast Asia and Guyana, with its multiple phases of low cost oil developments. As our portfolio becomes increasingly free cash flow positive in the coming years, we commit to return up to 75% of our adjusted free cash flow annually to stockholders by continuing to grow the dividend and accelerating share repurchases.

Key to our strategy is Guyana, the largest new oil province discovered in the last decade. On the Stabroek Block, where Hess has a 30% interest and ExxonMobil is the operator, our four sanctioned oil developments have world class economics, with a Brent breakeven oil price of between $25 and $35 per barrel. In 2027, at least six floating production, storage and offloading vessels (“FPSOs”) are expected to be online on the block with a production capacity of more than 1 million gross barrels of oil per day, with the potential for up to 10 FPSOs to develop the gross discovered recoverable resources.

The Bakken, our largest operated asset, remains an important part of our portfolio with a robust inventory of high return future drilling locations. In 2021, with continued strength in oil prices, we added a second and third rig, which will enable us to accelerate cash flow growth, lower our unit cash costs and further optimize our infrastructure.

As we continue to execute our strategy, our company will be guided by our longstanding commitment to sustainability. Our strategy aligns with the world’s growing need for affordable, reliable and cleaner energy that is necessary for human prosperity and global economic development. We recognize that climate change is the greatest scientific challenge of the 21st century and support the aim of the Paris Agreement and a global ambition to achieve net zero emissions by 2050. Our board and senior leadership have set aggressive five year targets for greenhouse gas (“GHG”) emissions reduction for 2025, which are to reduce operated Scope 1 and 2 GHG emissions intensity and methane emissions intensity by approximately 50% from 2017, and to eliminate routine flaring from our operations by the end of 2025.

We are honored to have been recognized throughout 2021 as an industry leader in our environmental, social and governance performance and disclosure. In keeping with our Hess Values, we are committed to diversity, equity and inclusion, which we believe creates value for all of our stakeholders, and to the safety of our workforce and the communities where we operate.

You are cordially invited to participate in our annual meeting of stockholders, which will be held at our offices, 1501 McKinney Street, Houston, Texas 77010, on Thursday, May 26, 2022 at 9:00 a.m., Central Time. Thank you for your continued support and interest in our company. We look forward to sharing more about our company at our annual meeting.

Sincerely,

LOGO

Independent Chair

of the Board of Directors

LOGO

Chief Executive Officer

TABLE OF CONTENTS


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			i

PROXY SUMMARY			ii
2022 Annual Meeting Information			ii
Voting Matters			ii
How to Vote			ii
Our Purpose: To Be The World’s Most Trusted Energy Partner			iii
Corporate Culture and Human Capital Management			iii
Strategy of Value Creation			iv
Corporate Performance Highlights			iv
Commitment to Sustainability			v
Board Oversight of Sustainability Practices			vi
Environmental, Social and Governance Disclosure and Transparency			vi
Director Nominees			vii
Strong Governance Practices Promote Alignment with Stockholder Interests			viii
Executive Compensation Tied to Company Performance			ix

PROXY STATEMENT			1

PROPOSAL 1: ELECTION OF DIRECTORS			2
Majority Voting Standard			2
Nominees for Director			2
Director Nominations			6
Board Evaluation			7
Board Leadership Structure / Independent Chair			8
Director and Nominee Independence			8
Meeting Attendance			8
Corporate Governance Guidelines			9
Stockholder and Interested Party Communications			9
Related Party Transactions			9
Committees of the Board			10
Report of the Audit Committee			12
Stockholder Engagement			14
Risk Oversight			14
Ownership of Voting Securities by Certain Beneficial Owners			16
Ownership of Equity Securities by Management			18
Director Compensation			19


EXECUTIVE COMPENSATION			20
Compensation Discussion and Analysis			20
Executive Summary			20
Compensation Program Key Practices Promote Alignment with Stockholder Interests			25
Compensation Objective and Philosophy			26
2021 Total Direct Compensation			26
Peer Group			33
Process for Determining Compensation and Role of Compensation Consultants			34
Additional Information			34
Compensation Committee Report			37
Compensation Committee Interlocks and Insider Participation			37
Summary Compensation Table			38
Grants of Plan-Based Awards			39
Outstanding Equity Awards at Fiscal Year End			40
Option Exercises and Stock Vested			42
Pension Benefits			42
Nonqualified Deferred Compensation			43
Employment Agreements and Termination Agreements			43
Potential Payments upon Termination or Change in Control			44
CEO Pay Ratio			47
Compensation and Risk			47

PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS			49

PROPOSAL 3: RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			50

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			52

ADDITIONAL INFORMATION			57

OTHER MATTERS			58

Cautionary Note Regarding Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “would,” “believe,” “intend,” “project,” “plan,” “predict,” “will,” “target” and similar expressions identify forward-looking statements, which are not historical in nature. Our forward-looking statements may include, without limitation: our future financial and operational results; our business strategy; estimates of our crude oil and natural gas reserves and levels of production; benchmark prices of crude oil, natural gas liquids and natural gas and our associated realized price differentials; our projected budget and capital and exploratory expenditures; expected timing and completion of our development projects; information about sustainability goals and targets and planned social, safety and environmental policies, programs and initiatives; and future economic and market conditions in the oil and gas industry.

Forward-looking statements are based on our current understanding, assessments, estimates and projections of relevant factors and reasonable assumptions about the future. Forward-looking statements are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations of future results expressed or implied by these forward-looking statements. The following important factors could cause actual results to differ materially from those in our forward-looking statements:

•

fluctuations in market prices of crude oil, natural gas liquids and natural gas and competition in the oil and gas exploration and production industry, including as a result of the global COVID-19 pandemic (“COVID-19”);

•

reduced demand for our products, including due to COVID-19, perceptions regarding the oil and gas industry, competing or alternative energy products and political conditions and events;

•

potential failures or delays in increasing oil and gas reserves, including as a result of unsuccessful exploration activity, drilling risks and unforeseen reservoir conditions, and in achieving expected production levels;

•

changes in tax, property, contract and other laws, regulations and governmental actions applicable to our business, including legislative and regulatory initiatives regarding environmental concerns, such as measures to limit greenhouse gas emissions and flaring, fracking bans as well as restrictions on oil and gas leases;

•

operational changes and expenditures due to climate change and sustainability related initiatives;

•

disruption or interruption of our operations due to catastrophic events, such as accidents, severe weather, geological events, shortages of skilled labor, cyber-attacks, health measures related to COVID-19, or climate change;

•

the ability of our contractual counterparties to satisfy their obligations to us, including the operation of joint ventures under which we may not control and exposure to decommissioning liabilities for divested assets in the event the current or future owners are unable to perform;

•

unexpected changes in technical requirements for constructing, modifying or operating exploration and production facilities and/or the inability to timely obtain or maintain necessary permits;

•

availability and costs of employees and other personnel, drilling rigs, equipment, supplies and other required services;

•

any limitations on our access to capital or increase in our cost of capital, including as a result of limitations on investment in oil and gas activities or negative outcomes within commodity and financial markets;

•

liability resulting from environmental obligations and litigation, including heightened risks associated with being a general partner of Hess Midstream LP; and

•

other factors described in Item 1A – Risk Factors in our Annual Report on Form 10-K and any additional risks described in our other filings with the Securities and Exchange Commission.

As and when made, we believe that our forward-looking statements are reasonable. However, given these risks and uncertainties, caution should be taken not to place undue reliance on any such forward-looking statements since such statements speak only as of the date when made and there can be no assurance that such forward-looking statements will occur and actual results may differ materially from those contained in any forward-looking statement we make. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.

LOGO

HESS CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Thursday, May 26, 2022, at 9:00 a.m.

To the Stockholders:

The annual meeting of stockholders of Hess Corporation will be held at our offices, 1501 McKinney Street, Houston, Texas 77010, on Thursday, May 26, 2022, at 9:00 a.m., Central Time, for the following purposes:

To elect twelve directors for the ensuing one-year term (pages 2 to 19 of the accompanying proxy statement);

To conduct a non-binding advisory vote to approve the compensation of our named executive officers (page 49);

To act upon the ratification of the selection by the audit committee of Ernst & Young LLP as our independent registered public accountants (pages 50-51); and

To transact any other business which properly may be brought before the meeting.

All stockholders are cordially invited to attend, although only stockholders of record at the close of business on April 1, 2022, the record date for the annual meeting, will be entitled to vote at the meeting.

By order of the board of directors,

Timothy B. Goodell

Secretary

April 14, 2022

YOUR VOTE IS IMPORTANT

You are urged to date, sign and promptly return the proxy card in the envelope provided to you, or to use the telephone or internet method of voting described in your proxy card, so that if you are unable to attend the meeting and vote electronically your shares can be voted.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 26, 2022:

Hess Corporation’s notice of meeting, proxy statement and 2021 annual report are available at www.proxyvote.com.

The attached proxy statement is dated April 14, 2022 and is first being mailed to stockholders on or about April 14, 2022.

PROXY SUMMARY

The following section is only a summary of key elements of the proxy statement. This summary is intended to assist you in reviewing the proxy statement in advance of the annual meeting of stockholders. It does not contain all of the information you should consider, and we encourage you to read this entire proxy statement before submitting your vote.

2022 Annual Meeting Information

Date & Time

Thursday, May 26, 2022

at 9:00 a.m., Central Time

Place

Hess Tower

1501 McKinney Street

Houston, Texas 77010

Record Date

April 1, 2022

Voting Matters



Proposals		Board Vote Recommendation	Page Reference

1.	Election of twelve director nominees for one-year term expiring in 2023	ü FOR each nominee	2

2.	Advisory approval of the compensation of our named executive officers	ü FOR	49

3.	Ratification of the selection of Ernst & Young LLP as our independent registered public accountants for the year ending December 31, 2022	ü FOR	50

Your vote is important to us. Please exercise your right to vote.

How to Vote


		Over the Internet								By Telephone
		Visit the website listed on your Notice of Internet Availability of Proxy Materials or proxy card or voting instruction form.								Call the toll-free telephone number listed on your proxy card or voting instruction form.

		By Mail								In Person at the Annual Meeting
		Follow the instructions on your proxy card or voting instruction form.								Stockholders are invited to attend the annual meeting and vote in person. If you are a beneficial owner of shares you must obtain a legal proxy from the holder of record to vote those shares in person at the annual meeting. See page 54 for more information.

2022 PROXY STATEMENT

Proxy Summary

Our Purpose: To Be the World’s Most Trusted Energy Partner

Hess Corporation is a global Exploration and Production (“E&P”) company engaged in the exploration, development, production, transportation, purchase and sale of crude oil, natural gas liquids, and natural gas.

As a leading independent energy company, our purpose is to be the world’s most trusted energy partner through our strong company values and focus on long-term strategy. We are committed to developing oil and gas resources in an environmentally responsible and sustainable manner. We are focused on building a company that makes a positive impact for all stakeholders: our investors, employees, partners, suppliers and the communities where we operate.

Hess Values

Our company values set the framework and establish the ethical standards by which we conduct our business.

• INTEGRITY: We are committed to the highest level of integrity in all our relationships.

• PERFORMANCE: We are committed to a culture of performance that demands and rewards outstanding results throughout our business.

• SOCIAL RESPONSIBILITY: We are committed to meeting the highest standards of corporate citizenship by protecting the health and safety of our employees, safeguarding the environment and creating a long-lasting, positive impact on the communities where we do business.

• INDEPENDENT SPIRIT: We are committed to preserving the special qualities and unique personality that have made us a successful independent enterprise.

• VALUE CREATION: We are committed to creating stockholder value based on sustained financial performance and long-term profitable growth.

• PEOPLE: We are committed to attracting, retaining and energizing the best people by investing in their professional development and providing them with challenging and rewarding opportunities for personal growth.

Corporate Culture and Human Capital Management

Our workplace culture is guided by the Hess values and reinforced by developing quality leadership, fostering diversity, equity and inclusion, emphasizing continuous learning, creating opportunities for engagement, driving innovation and embracing Lean processes. We are pursuing a Life at Hess initiative to optimize the work experience for our multigenerational workforce and unlock the discretionary effort that is required to perform at a high level on a sustained basis. The Life at Hess framework encompasses programs, policies and practices, and a listening system that draws on in-person dialogues, pulse polls and data analytics to help leaders understand employees’ perspectives and to ensure the health of our company culture and alignment with our values and strategic business priorities. During 2021, we evolved our Life at Hess initiative for managing culture in periods of change. Particularly in a hybrid remote working environment, the work experience has changed and continues to evolve through virtual learning opportunities and training, support for remote working effectiveness, mental well-being support, and leadership training and development. In 2021, we hired a diversity, equity and inclusion leader to develop a

iii

2022 PROXY STATEMENT

Proxy Summary

tailored, long-term strategy that defines our objectives and strategies and began publishing our EEO-1 Report to enhance transparency of our workforce demographics. Additionally, workforce activity and trends such as employee turnover, promotions, diversity and leadership development metrics, along with qualitative information such as program development and progress, are considered by our executive-led diversity, equity and inclusion council. They are also discussed at the compensation and management development committee of our board of directors regularly throughout the year and shared with the full board. Directors have opportunities throughout the year to meet with employees, which were done virtually during 2021 due to COVID-19.

Strategy of Value Creation

Our strategy has been and continues to be to deliver high return resource growth, a low cost of supply and industry leading cash flow growth. We have built a differentiated portfolio offering a unique value proposition – delivering durable cash flow growth that enables us to invest in some of the highest return projects in the industry and also to grow cash returns to our stockholders. The International Energy Agency’s (“IEA”) 2021 World Energy Outlook provides four scenarios of global energy demand in 2040 based on varying levels of global response to climate change. Under all of the IEA scenarios, oil and gas is expected to be needed for decades to come, and we expect significant investment will be required to meet the world’s projected growing energy needs, both in renewable energy sources and in oil and gas. Our strategy aligns with the energy transition needed to achieve the IEA’s scenarios, while continuing to create long-term value for stockholders.

LOGO

Corporate Performance Highlights

In 2021, our company continued to successfully execute our strategy and achieve strong operational performance. We are well positioned to deliver increasing financial returns and accelerating free cash flow while maintaining financial strength.

Operations

Exploration

Reserves

Monetization

Cash Flows

Increased to 3 rigs in the Bakken during 2021 in response to increasing oil prices

5 discoveries during 2021 on the Stabroek Block offshore Guyana, bringing total major discoveries to 23

295% organic

reserve replacement for 2021 (204% excluding price revisions)

Over $1 billion cash consideration during 2021 for the sale of the company’s interests in Denmark, nonstrategic acreage interests in the Bakken, and from the Midstream equity transactions

Net cash provided by operating activities was $2.9 billion in 2021, compared with $1.3 billion in the prior year

2022 PROXY STATEMENT

Proxy Summary

Commitment to Sustainability

Hess is committed to helping meet the world’s growing energy needs in a safe, environmentally responsible, socially sensitive and profitable way. Our purpose is to be the world’s most trusted energy partner and sustainability is fundamental to our long-term strategy. We believe our focus on sustainability creates value for our stockholders and helps position us to continuously improve business performance. After our company significantly outperformed our five year emissions reduction targets for 2020, in 2021 we announced our updated environment, health, safety and social responsibility (“EHS & SR”) strategy, including our new five year greenhouse gas (“GHG”) reduction targets, as discussed in our 2020 sustainability report. We also have committed to eliminate routine flaring from our operations by the end of 2025.

2021 Sustainability Highlights


Strategy and reporting aligned with TCFD recommendations Support aim of Paris Agreement and a global ambition to achieve net zero emissions by 2050	Outperformed 5-year emission reduction targets for 2020 Reduced operated Scope 1 and 2 GHG emissions intensity by 46% vs. 25% target vs. 2014 Reduced flaring intensity by 59% vs. 50% target vs. 2014	Set new 5-year emission reduction targets for year end 2025 Reduce operated Scope 1 and 2 GHG emissions intensity by ~50% vs. 2017 Reduce methane emissions intensity by ~50% vs. 2017 Zero routine flaring

Account for cost of carbon in capital investment decisions Test resilience of portfolio under supply/demand scenarios including IEA’s ambitious Sustainable Development and Net Zero Scenarios	Contributing to groundbreaking R&D at Salk Institute Research and development of plants capable of storing potentially billions of tons of atmospheric carbon per year	Executive compensation tied to EHS and climate change goals Bakken flaring reduction target part of 2021 annual incentive plan for all employees

Climate Change Strategy

We support the aim of the Paris Agreement and a global ambition to achieve net zero emissions by 2050. Our climate strategy is closely aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”) established by the G20 Financial Stability Board, and its implementation is led by senior members of our leadership team with oversight by our board. As part of our commitment to implement a substantive climate strategy, an executive led taskforce is currently developing a plan for our company to achieve net zero Scope 1 and 2 emissions. Our climate change strategy ties to our broader business strategy, strategic planning and capital allocation decisions, including applying a theoretical price of carbon in our economic evaluations for significant new projects and conducting annual scenario planning exercises which incorporate the IEA’s scenarios for future energy demand and carbon pricing. These efforts help position Hess for the long term as a low-cost producer providing the energy necessary to ensure human welfare and global economic development, even in a low-carbon future.

Sustainability Focus Across Our Company

Safety

Social Responsibility

ü Multidisciplinary team overseeing Hess’ COVID-19 response; safety of workforce and local communities is our top priority

ü Reduced our severe safety incident rate by 45% since 2016

ü Reduced Tier 1 process safety incidents by 60% since 2016

ü Achieved 65% reduction in loss of primary containment rate since 2016

ü Guided by commitments to international voluntary initiatives including the U.N. Global Compact

ü Invest in community programs that address societal inequities with a focus on education and workforce development

ü Committed to making a positive impact on communities where we operate and fostering a diverse and inclusive work environment

2022 PROXY STATEMENT

Proxy Summary

Board Oversight of Sustainability Practices

The board is actively engaged in overseeing Hess’ sustainability practices and works alongside senior management to evaluate sustainability risks and global scenarios in making strategic decisions, including those related to climate change. Furthermore, our independent board chair periodically accompanies our chief executive officer and other members of senior management to meet with investors to discuss stockholder views on EHS & SR and other topics.

The environmental, health and safety (“EHS”) committee has specific oversight responsibility and makes recommendations to the full board of directors so that sustainability risks and opportunities are taken into account when making strategic decisions. The EHS committee assists the board in identifying, evaluating and monitoring EHS & SR strategies and material risks with the potential to affect the people, environment and communities where we operate as well as our company’s business activities, performance and reputation. In 2021, the EHS committee’s charter was amended to further clarify the EHS committee’s responsibilities with regard to oversight of climate change related policies and practices. The EHS committee makes recommendations to the full board on how to address EHS & SR strategies and risks and monitors the company’s performance against such policies, programs and practices. The EHS committee reviews emergency response preparedness and planning and EHS & SR legal and regulatory matters that could affect the company’s business and operations, including the company’s ongoing response to COVID-19. The EHS committee also advises the board’s compensation and management development committee regarding executive compensation measures to advance the EHS & SR goals of the company.

Board Climate Literacy

Our board is climate change literate, and these and other environmental issues are discussed at the board level and taken into account in strategic decisions. Each member of the EHS committee is independent and qualified under the standards established by applicable law, New York Stock Exchange (“NYSE”) listing standards and our Corporate Governance Guidelines. EHS committee members have extensive oil and gas industry experience, including operational, regulatory and financial expertise. To supplement the expertise of EHS committee members and the full board of directors, we bring in outside subject matter experts to advise members on current and developing issues relevant to our business, such as climate change. Board members, together with our executive leadership, also participate in field visits to Hess operated and non-operated assets to better understand our key EHS & SR strategies and risks. During these visits, the EHS committee engages with the Hess workforce and observes how Hess is managing EHS & SR risks and opportunities, such as leveraging Lean and technology-focused initiatives in the field.

Environmental, Social and Governance Disclosure and Transparency

Hess is committed to transparency. The company’s disclosures, including our annual sustainability report, are aligned with the TCFD and informed by the oil and gas industry metrics published by the Sustainability Accounting Standards Board (“SASB”). Our website www.hess.com contains information on our environmental and social policies and programs. Hess is recognized as an industry leader in environmental, social and governance disclosure and transparency:

2022 PROXY STATEMENT

Proxy Summary

Director Nominees



	Diverse	Committee Memberships**
	Diverse	Audit	Compensation	Governance	EHS

Terrence J. Checki* Former EVP, Federal Reserve Bank of NY		Chair	●	●

Leonard S. Coleman, Jr.* Former President of the National League of Major League Baseball; Former Commissioner of the New Jersey Department of Energy	ü			●	●

Lisa Glatch* Former President LNG & Net-Zero Solutions, Sempra Infrastructure	ü

John B. Hess Chief Executive Officer

Edith E. Holiday* Corporate Director and Trustee	ü			Chair

Marc S. Lipschultz* Co-President and Director of Blue Owl Capital Inc.			Chair

Raymond J. McGuire* Former Vice Chairman of Citigroup	ü

David McManus* Former EVP, Pioneer Natural Resources			●		●

Kevin O. Meyers* Former SVP of Americas E&P, ConocoPhillips		●			Chair

Karyn F. Ovelmen* Former Gas and Power Transformation Leader, General Electric Company and Former EVP and CFO, Flowserve Corporation	ü	●

James H. Quigley* Independent Chair of the Board; Former Chief Executive Officer, Deloitte, Touche Tohmatsu Limited		●	●

William G. Schrader* Former COO, TNK-BP Russia		●			●

*	Independent Director

**	Raymond J. McGuire was appointed to the board in February 2022 and has not yet been appointed to any committees. Lisa Glatch is a director nominee who has not yet been appointed to the board or to any committees.

Independent Director Nominee Characteristics

When evaluating nominees for our board of directors, the corporate governance and nominating committee considers diversity of viewpoints, backgrounds and experience, including diversity of race, gender, nationality, ethnicity and sexual orientation, as well as tenure and age.

vii

2022 PROXY STATEMENT

Proxy Summary

Director Skills, Experiences and Expertise

When evaluating nominees for our board of directors, the corporate governance and nominating committee considers the following attributes to ensure effective oversight of our strategy and culture and effective representation of the interests of all stockholders.

13 consecutive years

Leadership status

12 consecutive years on

North America Index

10 consecutive years

with AA Rating; upgraded to

AAA rating in 2021

8 consecutive years on

U.S. Index

No. 1 energy; No. 35 overall

14 consecutive years on list

Only U.S.

oil & gas producer

100% score on

Corporate Equality Index

Top (Level 4) ranking for

climate leadership

SEC Form DEF 14A filed by Hess Corporation