Form 4: Hess Corp Executive Timothy B. Goodell Reports Share Transactions Following Performance Share Unit Vesting

EVP, Gen Counsel & Secretary of Hess Corporation, Timothy B. Goodell, reports acquisition of shares from vested performance share units and subsequent disposal to cover tax obligations.

Summary

• On February 5, 2025, Timothy B. Goodell, EVP, Gen Counsel & Secretary of Hess Corporation, reported transactions involving Hess common stock.
• These transactions include the acquisition of 22,908 shares upon the vesting of Performance Share Units granted on March 6, 2022.
• The vesting was based on Hess's total shareholder return compared to its peers over the three-year period ending December 31, 2024.
• Goodell also disposed of 11,627 shares to satisfy tax obligations related to the vesting at a price of $142.74 per share.
• Following these transactions, Goodell beneficially owns 173,425 shares of Hess common stock, including 25,507 shares held in escrow under the Corporation's Long Term Incentive Plans.

Sentiment

Score: 6

Explanation: The document is a standard regulatory filing detailing routine transactions. It doesn't contain information that would significantly sway investor sentiment positively or negatively.

Positives

• The vesting of Performance Share Units indicates that Hess Corporation met certain performance criteria related to shareholder return compared to its peers.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders and their holdings in the company. This filing indicates the vesting of performance-based equity awards, which are common in executive compensation packages to align management's interests with those of shareholders.

Comparison to Industry Standards

• Performance Share Units (PSUs) are a common component of executive compensation packages in the oil and gas industry, aligning executive incentives with shareholder returns.
• Companies like ExxonMobil (XOM) and Chevron (CVX) also utilize PSUs as part of their long-term incentive plans, with vesting typically tied to metrics such as total shareholder return (TSR) relative to peers, return on capital employed (ROCE), and production growth.
• The vesting of Hess's PSUs based on relative TSR is consistent with industry practice, as it directly links executive compensation to the company's stock performance compared to its competitors.

Stakeholder Impact

• The vesting of performance share units reflects the company's performance relative to its peers, which is of interest to shareholders.
• The transactions do not have a direct impact on employees, customers, suppliers, or creditors.

Key Dates