SEC Form DEF 14A filed by Hess Corporation

HESS CORPORATION

April 4, 2025

Dear Stockholder:

You are cordially invited to participate in our annual meeting of stockholders, which will be held as a virtual meeting, on Wednesday, May 14, 2025 at 9:00 a.m., Central Time. The formal notice of annual meeting and proxy statement, which are contained in the following pages, outline the action to be taken by the stockholders at the meeting.

We are pleased to furnish our proxy materials to our stockholders over the internet, as permitted by U.S. Securities and Exchange Commission (“SEC”) rules. We believe this process will enable us to provide you with a convenient way to access our proxy materials, while reducing the costs and environmental impact of our annual meeting. A paper copy of our proxy materials may be requested through one of the methods described in the Notice of Internet Availability of Proxy Materials.

This proxy statement relates only to the annual meeting. As previously disclosed, on October 22, 2023, the company entered into an agreement and plan of merger (the “merger agreement”) with Chevron Corporation (“Chevron”) and Yankee Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”). The merger agreement provides that, among other things and subject to the terms and conditions of the merger agreement, Merger Subsidiary will be merged with and into Hess, and Hess will be the surviving corporation in the merger as a direct, wholly-owned subsidiary of Chevron (such proposed transaction, the “merger”). On May 28, 2024, holders of a majority of our outstanding common stock voted to approve the merger. Completion of the merger remains subject to the satisfaction of certain closing conditions, including the outcome of the ongoing arbitration proceedings regarding preemptive rights in the Stabroek Block joint operating agreement. For additional information related to the merger, please refer to the company’s definitive merger proxy statement and information included in our other filings with the SEC.

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,

TABLE OF CONTENTS

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; future economic and market conditions in the oil and gas industry; and expected benefits, timing and completion of the proposed merger with Chevron.

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:

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.

HESS CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 14, 2025, at 9:00 a.m.

To the Stockholders:

The annual meeting of stockholders of Hess Corporation will be held on Wednesday, May 14, 2025, at 9:00 a.m., Central Time, for the following purposes:

The annual meeting will be held as a virtual only meeting of stockholders. If you are a stockholder of record at the close of business on March 21, 2025, the record date for the annual meeting, you will be able to attend the annual meeting as well as submit questions and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/HES2025. You will not be able to attend the annual meeting in person. Additional information on how to participate in the virtual annual meeting can be found on page 58.

By order of the board of directors,

Timothy B. Goodell

Secretary

April 4, 2025

YOUR VOTE IS IMPORTANT

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.

2025 Annual Meeting Information

Voting Matters

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								At the Annual Meeting
		Follow the instructions on your proxy card or voting instruction form.								Stockholders are invited to attend the virtual annual meeting and vote electronically. To participate, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card (or on your voting instruction form or as provided by your bank, broker or other nominee in the case of beneficial holders). See page 59 for more information.

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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.

Corporate Culture and Human Capital Management

Our workplace culture is guided by the Hess values and reinforced by developing quality leadership, fostering an inclusive environment where everyone can perform at their best, emphasizing continuous learning, creating opportunities for engagement, driving innovation and embracing Lean processes. Our Life at Hess initiative is designed to optimize the work experience for our multigenerational and demographically diverse 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 2024, we held several employee surveys throughout the year to understand employee sentiment and engagement in a time of change given the pending merger with Chevron and made improvements in response to employee feedback.

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Workforce data and trends such as demographics, employee turnover, promotions, compensation and development metrics, along with qualitative information such as program development and progress, are considered by executive leadership. 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.

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. We describe our environment, health, safety and social responsibility (“EHS & SR”) strategy, including our five year greenhouse gas (“GHG”) reduction targets, on our website at www.hess.com/sustainability. We also have committed to eliminate routine flaring from our operations by the end of 2025 and to achieve net zero scope 1 and 2 GHG emissions on an equity basis by 2050.

Pending Merger with Chevron

As previously disclosed, on October 22, 2023, the company entered into the merger agreement with Chevron. The merger agreement provides that, among other things and subject to the terms and conditions of the merger agreement, Merger Subsidiary will be merged with and into Hess, and Hess will be the surviving corporation in the merger as a direct, wholly-owned subsidiary of Chevron. On May 28, 2024, holders of a majority of our outstanding common stock voted to approve the merger. Completion of the merger remains subject to the satisfaction of certain closing conditions, including the outcome of the ongoing arbitration proceedings regarding preemptive rights in the Stabroek Block joint operating agreement. For additional information related to the merger, please refer to the company’s definitive merger proxy statement and information included in our other filings with the SEC.

2024 Corporate Performance Highlights

In 2024, we continued to successfully execute our strategy and achieve strong operational and financial performance.

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Director Nominees

Independent Director Nominee Characteristics

When evaluating nominees for our board of directors, the corporate governance and nominating committee considers diversity of viewpoints, background and experience.

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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.

Strong Governance Practices Promote Alignment with Stockholder Interests

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Executive Compensation Tied to Company Performance

Compensation Objective

We strive to attract and retain talented executives and motivate them to achieve our business goals through a combination of cash and stock-based compensation, which includes a base salary, annual incentive, and long-term incentives. The board believes that the compensation program should set short-term targets that lead to long-term success and long-term awards that align with stockholder interests.

Broad Outreach to Stockholders Representing ~70% of Outstanding Shares

We regularly engage with stockholders to ensure we fully understand the factors they consider to be the most important when evaluating our executive compensation program. Our board and the compensation and management development committee (“committee”) were disappointed with the results of the 2024 Say on Pay vote (approximately 75% of shares present and entitled to vote at the 2024 annual meeting of stockholders cast in favor), which was a departure from the high support we have had over past years. In response, we sought feedback through engagement meetings with our stockholders and other stakeholders. Our independent board chair attended several engagements, including with our largest stockholders. During 2024, we conducted a broad outreach effort to stockholders representing, in the aggregate, approximately 70% of our outstanding shares. Through this outreach, we learned that stockholders and other stakeholders were generally supportive of the design of our executive compensation program, consistent with prior feedback and the previously high level of support for our Say-on-Pay vote (approximately 98% and 97% of votes cast in favor at the 2023 and 2022 annual meetings of stockholders, respectively). However, stockholders wanted a better understanding of the rigor of our incentive programs and how our annual incentive plan (“AIP”) payouts are determined. In response, we have taken steps to address these concerns, as described in the “Compensation Discussion and Analysis” on page 21, by providing additional transparency around our incentive programs through our disclosures.

In addition to engaging with our stockholders on compensation-related topics, we continued to engage with our stockholders to solicit and consider feedback on a wide range of issues, including our strategy, business plan, EHS & SR matters, human capital management, corporate governance and other matters of concern, including the pending merger with Chevron.

Key Compensation Actions

Each year, the committee takes thoughtful action to respond to the impacts of the evolving operating environment and market conditions on our business outlook and performance. For 2024, the committee approved certain updates to total direct compensation for our named executive officers (“NEOs”) to reflect the pending merger with Chevron, which could have potentially closed during 2024, as well as results of a competitive, industry-based compensation review of market practices, including for companies undergoing similar merger transactions. These updates included moderate increases for our NEO compensation, while maintaining the same proportion of base salaries, target award opportunities under our AIP and target long term incentive (“LTI”) awards as a percent of total compensation. These updates also reflect the importance of retaining senior leadership continuity to promote enterprise performance and execution of our strategic and operational priorities as we work toward completion of our pending merger with Chevron.

Rigorous Target Setting Process. The committee follows a rigorous target setting process each year to ensure the AIP includes challenging, yet achievable, targets for all employees, including the NEOs. Enterprise metrics are selected annually to reflect core operating functions through the business cycle utilizing a thorough process informed by multiple inputs including our public guidance, budgets for the year and other business factors deemed to be relevant to the target setting process. The committee believes that targets for 2024 were set with sufficient rigor to create the proper incentives for each of the enterprise performance metrics, thereby holding management to challenging performance expectations in our AIP.

In addition to this rigorous target setting process undertaken each year, the committee also considers a number of factors when determining appropriate individual AIP target percentages, including the executive’s position within the company, his or her corresponding responsibilities, and the competitive annual incentive opportunity for similar

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positions at other companies in our industry. LTI compensation is an important tool to drive behavior that supports our long-term business strategy, which supports retention and aligns employee interests with stockholder interests. As a result, LTI compensation represents the largest portion of each NEO’s target total direct compensation package.

AIP Program Changes. In 2024, as part of its ongoing assessment of the company’s compensation programs, the committee determined to make changes to our AIP program for all employees, including the NEOs, to simplify the enterprise performance scorecard to focus on core existing performance metrics that are within the management team’s control during a year that could potentially have been a partial performance period due to the pending merger with Chevron. As a result, metrics requiring a full calendar year to measure performance or those outside of management control were removed. The committee retained metrics intended to drive critical organizational focus to promote a safe, reliable and high performing organization, delivering value to stockholders. The committee also determined to continue to include a strategic modifier, first introduced in 2023, to increase or decrease payout of the AIP by up to 25%, with total enterprise payout capped at 200%. Use of a strategic modifier is consistent with peer company practices. The strategic modifier is based on five evaluation themes aligned with our business objectives, which are not otherwise measured by our quantitative performance metrics: strategy execution; capital allocation and risk management; social responsibility and stakeholder engagement; culture, people and leadership; and environment and sustainability. Objectives for these evaluation themes are pre-determined and set by the committee at the beginning of the year. The committee believes that the strategic modifier accounts for key enterprise-wide qualitative achievements that are difficult to forecast and quantify, which are especially important in navigating times of change due to the pending merger with Chevron.

LTI Mix. Further, in 2024 the committee determined to make appropriate adjustments to the LTI awards in the context of our pending merger with Chevron. These adjustments depart from our historical practice of granting NEOs a LTI mix of 60% performance share units (“PSUs”); 20% stock options (40% for CEO); and 20% restricted stock (0% for CEO). When determining the appropriate mix of LTI awards, the committee considers the typical time horizons of investment decisions for Hess’ business and industry, the current commodity price environment and market practice. For 2024, the committee determined to utilize only restricted stock awards in order to provide incentives to work toward growth of profitability that will enhance stockholder returns while acknowledging the pending merger with Chevron would disrupt the typical three year performance period associated with our PSUs and the longer time horizon associated with stock options. Use of restricted stock promotes retention as we work toward completion of our merger and aligns the interests of employees and stockholders. It is also consistent with practices of companies undergoing similar merger transactions.

Accordingly, the committee made the following determinations for 2024 compensation:

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Pay Mix

The majority of executive compensation is variable and performance based. For our CEO and other NEOs, approximately 90% and 84%, respectively, of 2024 target total direct compensation was variable. Variable pay directly ties each NEO’s pay to company performance outcomes, including financial results, operational results, strategic initiatives, and stock price performance.

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PROXY STATEMENT

The enclosed proxy is solicited by the board of directors of Hess Corporation for use at the annual meeting of stockholders to be held on Wednesday, May 14, 2025, at 9:00 a.m. Central Time virtually, via live webcast. You will be able to attend the annual meeting as well as submit questions and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/HES2025.

On or about April 4, 2025, we commenced mailing this proxy statement, the notice of annual meeting and the proxy card to stockholders. Holders of record of common stock of the company at the close of business on March 21, 2025 will be entitled to vote at the annual meeting. Each share of common stock will be entitled to one vote. As of March 21, 2025, there were 309,309,743 shares of common stock outstanding and entitled to vote at the annual meeting. There are no other voting securities of the company outstanding. A majority of the outstanding shares of common stock, present in person or represented by proxy, will constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted as shares present for purposes of determining the presence of a quorum for the transaction of business.

In accordance with SEC rules, we are making our proxy materials available to stockholders over the internet. On or about April 4, 2025, we mailed the Notice of Internet Availability of Proxy Materials to our stockholders (the “Notice”). The Notice contains instructions on how to access this proxy statement and our annual report and submit a proxy over the internet. If you received the Notice by mail, you will not receive a paper copy of the proxy materials unless you request such materials by following the instructions contained in the Notice.

If at the close of business on March 21, 2025 your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the proxy materials, as applicable, are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. If that organization is not given specific direction, shares held in the name of that organization may not be voted and will not be considered as present and entitled to vote on any matter to be considered at the annual meeting, except with respect to the ratification of the company’s independent auditors. Brokers are not permitted to vote your shares with respect to Proposal 1, the election of directors, or Proposal 2, the advisory vote on executive compensation, without your instructions as to how to vote. Please instruct your broker how to vote your shares using the voting instruction form provided by your broker so that your vote can be counted.

If you are a stockholder of record, you can vote by using the internet or by calling a toll-free telephone number. Internet and telephone voting information is provided on the proxy card or the Notice. A control number, located on the instruction sheet attached to the proxy card or the Notice, is designated to verify your identity and allow you to vote your shares and confirm that your voting instructions have been recorded properly. If you vote via the internet or by telephone, there is no need to return a signed proxy card. However, you may still vote by proxy by using the proxy card.

Proxies will be voted at the annual meeting in accordance with the specifications you make on the proxy. If you sign the proxy card or submit a proxy by telephone or over the internet and do not specify how your shares are to be voted, your shares will be voted in accordance with the recommendations of the board of directors. For more information, see “Questions and Answers About the Annual Meeting and Voting” beginning on page 58.

This proxy statement relates only to the annual meeting. As previously disclosed, on October 22, 2023, the company entered into the merger agreement with Chevron. The merger agreement provides that, among other things and subject to the terms and conditions of the merger agreement, Merger Subsidiary will be merged with and into Hess, and Hess will be the surviving corporation in the merger as a direct, wholly-owned subsidiary of Chevron. On May 28, 2024, holders of a majority of our outstanding common stock voted to approve the merger. Completion of the merger remains subject to the satisfaction of certain closing conditions, including the outcome of the ongoing arbitration proceedings regarding preemptive rights in the Stabroek Block joint operating agreement. For additional information related to the merger, please refer to the company’s definitive merger proxy statement and information included in our other filings with the SEC.

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PROPOSAL 1: ELECTION OF DIRECTORS

Majority Voting Standard

It is intended that proxies will be voted for the nominees set forth below. The company’s by-laws provide for majority voting in uncontested elections of directors, which is the case for the election of directors at the annual meeting. To be elected as a director of the company at the annual meeting, nominees must receive a majority of the votes cast. A majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Abstentions and broker non-votes are not counted as votes cast.

If a director is not elected at the annual meeting and no successor has been elected at the annual meeting, the director is required to promptly tender his or her resignation to the board. The corporate governance and nominating committee is then required to make a recommendation to the board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The board will act on the tendered resignation and will publicly disclose its decision and rationale within 90 days following certification of the election results. These procedures are described in full in our by-laws, which may be found on the company’s website at www.hess.com.

It is expected that all candidates will be able to serve. However, if before the annual meeting any nominee in this proxy statement is unable to serve, or for good cause will not serve as a director, the proxy holders will vote the proxies for the remaining nominees and for substitute nominees chosen by the board of directors to fill the vacancy unless the board reduces the number of directors to be elected at the annual meeting.

Nominees for Director

The following table presents information as of January 17, 2025 about the nominees for election as directors of the company at the annual meeting, including the specific experience, qualifications, attributes and skills that led the board to conclude that such person should serve as a director. All of the directors on the board are elected for a one-year term expiring in 2026, unless the closing of the merger with Chevron occurs prior to such date.

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Director Nominations

The corporate governance and nominating committee is responsible for recommending to the board qualified candidates for election as directors. In advance of each annual meeting, the committee meets to recommend nominees for election at the annual meeting. From time to time throughout the year, the committee reviews the mix of skills, qualifications and experience of the directors currently on the board and seeks to identify individuals whose skills, qualifications and experience will supplement and contribute to the effectiveness of the board.

The corporate governance and nominating committee and the board believe that the board collectively should encompass a broad range of skills, expertise, general industry knowledge and diversity of opinion. New perspectives and ideas are essential to the proper functioning of the board as is the experience and institutional knowledge of longer-tenured directors.

The corporate governance and nominating committee, in making its recommendations for nominees, will also consider carefully how nominees’ other directorships as well as other business and professional commitments may affect a nominee’s ability to commit adequate time to board and committee matters. The corporate governance and nominating committee affirmatively determined that all director nominees are fully capable of continuing to fulfill their duties on the Hess board. In light of the pending merger with Chevron, the corporate governance and nominating committee paused refreshment efforts given the impracticality to add new directors and did not retain outside director search firms or other third parties to assist in identifying or evaluating potential nominees in 2024. Accordingly, the corporate governance and nominating committee did not recommend any changes to the 2025 nominees. Each of the nominees for election at the 2025 annual meeting were recommended by the non-management directors of the corporate governance and nominating committee, with the input of senior management.

Board Characteristics

As noted above, among the criteria used to evaluate nominees for the board is diversity of viewpoints, background and experience. The board believes that such diversity provides varied perspectives which promote active and constructive dialogue among board members and between the board and management, resulting in more effective oversight. The board believes this diversity is demonstrated in the varied qualifications, skills, industry knowledge and demographic characteristics of the current members of the board. In the board’s executive sessions and in annual performance evaluations conducted by the board and its committees, the board from time to time considers whether the members of the board reflect such characteristics and contribute to a constructive and collegial environment.

In accordance with the company’s corporate governance guidelines, the board is committed to seeking out qualified diverse candidates who meet the applicable search criteria to include in the pools from which potential nominees are considered. Prior to the announcement of the pending merger with Chevron, our corporate governance and nominating committee prioritized sourcing director candidates with key skills that are important to the company’s strategy.

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Stockholder Recommendations and Proxy Access

Stockholders may suggest candidates by writing to the corporate governance and nominating committee, in care of the corporate secretary of the company at the address set forth on page 63. Stockholder suggestions should include a summary of the candidate’s qualifications, the information required by SEC rules for director nominees and contact information for the candidate. Stockholder suggestions should be submitted no later than December 1 for consideration as nominees for election at the next annual meeting and otherwise in accordance with the company’s policy and by-laws. The committee follows the same process of identifying and evaluating nominees recommended by stockholders as that for candidates recommended by any other source.

In 2015, our board adopted a proxy access by-law that permits a stockholder, or group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials up to the greater of two directors or 20% of our board of directors. Stockholders and nominees must satisfy the requirements set forth in the by-laws in connection with such nominations. We believe that this by-law provision provides meaningful and effective proxy access rights to our stockholders, and balances those benefits against the risk of misuse by stockholders with interests that are not shared by a significant percentage of our stockholders.

Board Evaluation

Our board is committed to continuous improvement and recognizes the importance of a thorough evaluation process to enhance board performance and effectiveness. Our corporate governance and nominating committee oversees the annual performance evaluation of the board and ensures that each of the board’s committees conducts an annual self-evaluation. The chair of the corporate governance and nominating committee also oversees the evaluation of our board chair.

In light of the pending merger with Chevron, the corporate governance and nominating committee changed the design and format of the annual evaluation process to hold a live discussion with the full board and with the independent directors based on questions previously presented as a written questionnaire. The corporate governance and nominating committee believed this format was most appropriate to solicit feedback to ensure the board continues to exercise its oversight responsibilities related to the company’s operations and strategy during this interim period. In December 2024, directors met in an executive session to provide an opportunity for open and constructive feedback about board and director performance. Each committee also conducted an annual self-evaluation, which was shared by the committee chair with the full board. Feedback from the self-evaluation informs changes to board policies, practices and procedures, as appropriate, and matters requiring further consideration are addressed at subsequent board or committee meetings.

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Board Leadership Structure / Independent Chair

Our by-laws provide separate positions for the chair of the board and chief executive officer. Mr. Quigley serves as the independent chair of the board and Mr. Hess serves as CEO and a director of the board.

The board currently believes that having a separate chair and chief executive officer allows for better alignment of corporate governance with stockholder interests and aids in the board’s oversight of management and the board’s ability to carry out its roles and responsibilities on behalf of the stockholders. The board also believes that the separation of the roles of chair and chief executive officer allows the chief executive officer to focus more of his time and energy on operating and managing the company and leverages the chair’s leadership and financial, governance and regulatory experience.

The chair, an independent member of the board who has not previously served as an executive officer of the company, is appointed by the board annually.

Director and Nominee Independence

The board of directors has affirmatively determined that eleven of the twelve current directors on the board and nominees for election at the annual meeting, namely, Mr. Checki, Mr. Coleman, Ms. Glatch, Ms. Holiday, Mr. Lipschultz, Mr. McGuire, Mr. McManus, Dr. Meyers, Ms. Ovelmen, Mr. Quigley, and Mr. Schrader, are independent within the meaning of the rules and standards of the New York Stock Exchange (“NYSE”). The board determined that these directors and nominees not only met all “bright-line” criteria under these rules, but also that, based on all known relevant facts and circumstances, there did not exist any relationship that would compromise the independence of these directors.

Meeting Attendance

The board of directors met seven times in 2024. Each incumbent director attended at least 75% of the aggregate of all meetings of the board of directors and all meetings of the committees of the board of directors on which he or she served during 2024.

Non-management directors meet without members of management present after each regularly scheduled board meeting. The chair of the board of directors presides at these meetings.

All of the current directors attended last year’s annual meeting.

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Committees of the Board

The board has four standing committees: the compensation and management development committee, the corporate governance and nominating committee, the audit committee and the environmental, health and safety committee. Each committee’s written charter is available on our website at www.hess.com and also available without charge upon request to the company’s corporate secretary at the address set forth on page 63. The board receives regular reports from each committee and discusses matters of particular concern or importance.

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Report of the Audit Committee

The audit committee of the board of directors oversees the company’s financial reporting on behalf of the board. Management is responsible for the system of internal controls and for preparing financial statements. Ernst & Young LLP, the company’s independent registered public accountants, are responsible for expressing an opinion on the effectiveness of internal controls over financial reporting and the fair presentation of the financial statements in conformity with generally accepted accounting principles. The audit committee is composed of independent directors and operates in accordance with a charter approved by the board of directors, which is available at www.hess.com. The charter sets forth the audit committee’s responsibilities, which are summarized under “Committees of the Board” on page 11. The committee reviews its charter annually and, when appropriate, makes recommendations for changes to the board.

2024 Actions of the Audit Committee

The audit committee met five times during 2024 and met in executive session after each of those meetings. Additionally, the audit committee met four times to review quarterly financial results.

During 2024, the audit committee met with management, Ernst & Young LLP and internal auditors and among other things:

The audit committee also met separately with Ernst & Young LLP and the internal auditors without management present.

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Assessment of Independent Registered Public Accountants

The audit committee reviews the scope of and overall plans for the annual audit and negotiates fees and approves the other terms of Ernst & Young LLP’s engagement. The audit committee also oversees the periodic required rotation of the lead audit partner, as required by SEC rules, and is directly involved in the selection of such partner.

The audit committee discussed with Ernst & Young LLP their independence from management and the company and considered the compatibility of all non-audit services with the auditors’ independence. The audit committee also assessed the qualifications and performance of Ernst & Young LLP in determining whether to retain them. In conducting this assessment, the audit committee considered, among other things: information relating to audit effectiveness, including the results of PCAOB inspection reports; the depth and expertise of the audit team, including their demonstrated understanding of the company’s businesses, significant accounting practices, and system of internal control over financial reporting; the quality and candor of Ernst & Young LLP’s communications with the audit committee and management; the accessibility, responsiveness, technical competence, and professionalism of the lead audit partner and other members of the audit team assigned to our account; the impact to the company of changing auditors; the appropriateness of Ernst & Young LLP’s fees; and Ernst & Young LLP’s ability to employ professional skepticism, objectivity, integrity, and trustworthiness.

The audit committee reviewed the audited December 31, 2024 financial statements of the company with management and the independent registered public accountants. Management represented to the committee that the financial statements were prepared in accordance with generally accepted accounting principles. In reliance on the reviews and discussions with management and the independent registered public accountants, the audit committee recommended to the board of directors, and the board approved, the inclusion of the audited financial statements in the annual report on Form 10-K for the year ended December 31, 2024 filed with the SEC. Based on its assessment and review as described in this report, the audit committee has determined that selecting Ernst & Young LLP as independent registered public accountants for 2024 is in the best interest of the company and its stockholders. The board has unanimously proposed that the stockholders ratify this selection at the annual meeting.

Committee Members:

Terrence J. Checki, Chair

Kevin O. Meyers

Karyn F. Ovelmen

James H. Quigley

William G. Schrader

The Report of the Audit Committee does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the company specifically incorporates the Report of the Audit Committee by reference therein.

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Broad Outreach to Stockholders Representing ~70% of Outstanding Shares

We engage with our stockholders on a regular basis to ensure we fully understand the factors they consider to be most important when evaluating our company. During 2024, our CEO and members of senior management, including at times our independent board chair, conducted a broad outreach effort to stockholders representing, in the aggregate, approximately 70% of our outstanding shares.

The purpose of our stockholder engagement program is to discuss and solicit stockholder views on our strategy, business plan, EHS & SR matters, human capital management, corporate governance and other matters of concern, including executive compensation and the pending merger with Chevron.

Robust Stockholder Engagement Program Throughout the Year

Risk Oversight

The board of directors has oversight of the company’s risk management policies with an emphasis on understanding the key enterprise risks affecting the company’s business and the ways in which the company attempts to prudently mitigate such risks, to the extent reasonably practicable and consistent with the company’s long-term strategy. Additionally, each of the board’s committees is assigned with overseeing risk management specific to their scope of responsibilities, as illustrated below. Management applies a comprehensive, standardized approach to identifying and managing risks of all types across our operations and the functions that support our operations. Our enterprise risk management process is used to develop a holistic risk profile for each asset and major project, drawing input from subject matter experts, performance data, incident investigations, lessons learned and recent internal audits. In these risk assessments, we identify each risk and assess its likelihood and potential impact to people, the environment, our reputation and our business, as well as other risks, as appropriate.

Periodically, the chief risk officer presents a comprehensive review of the company’s enterprise level risks, the status of the enterprise risk program and risk management strategies utilized by the company under its corporate risk policy to the audit committee, which has been delegated primary responsibility for oversight of the company’s risk management practices. The audit committee and the board will also receive updates at meetings during the year on any particular matters relating to specific risks that management believes needs to be brought to the attention of the committee or the board. In addition, the company conducts an annual risk assessment to determine the extent, if any, to which the company’s compensation programs and practices may create incentives for excessive risk-taking. For a discussion of this assessment, see “Compensation and Risk” on page 54.

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2025 PROXY STATEMENT

Board Oversight of Cybersecurity

Cybersecurity is an integral part of enterprise risk management at Hess. The board appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents on the company. The audit committee receives updates from management at least twice a year regarding cybersecurity, including the nature of threats, defense and detection capabilities, incident response plans and employee training activities. The company has not experienced a material cybersecurity incident within the past three years. In addition, management updates the audit committee, as necessary, regarding any cybersecurity incidents that have the potential to be material as well as other incidents with lesser impact potential. The audit committee reports to the full board regarding its activities, including those related to cybersecurity. The company has an ongoing information security training and compliance program that occurs quarterly and is mandatory for all employees, maintains property and casualty insurance that may cover damages caused as a result of a cybersecurity incident, and is externally assessed based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework.

Board Oversight of Corporate Culture and Human Capital Management

We are committed to having a fair and inclusive workplace, taking into account a broad range of knowledge, skills, backgrounds and perspectives that fosters learning, development and innovation. The board is actively engaged in overseeing our values and its connection to our long-term strategy. Directors have the opportunity to participate in our culture first-hand through interactions with employees and visits to our assets and offices. Through the compensation and management development committee, the board meets with management to understand and monitor company culture and its alignment with our values and strategic business priorities. Additionally, workforce activity and trends such as employee turnover, promotions, compensation and development metrics, along with qualitative information such as program development and progress, are considered by our executives. They are also discussed at the compensation and management development committee meetings regularly throughout the year and shared with the full board of directors. The entire board attends the compensation and management development committee meetings that involve reviews and discussions of CEO performance objectives, evaluations and compensation.

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Board Oversight of Sustainability Practices and Climate Literacy

The board is actively engaged in overseeing our 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 EHS committee has specific oversight responsibility and makes recommendations to the full board of directors so that sustainability practices, including those related to climate change, 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. 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. 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.

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, NYSE listing standards and our Corporate Governance Guidelines. EHS committee members have extensive oil and gas industry experience, including operational, regulatory and financial expertise. Lisa Glatch, a member of the board and EHS committee, is a Former President LNG & Net-Zero Solutions at Sempra Infrastructure. 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 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 to create a culture of innovation and improve efficiency.

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2025 PROXY STATEMENT

Ownership of Voting Securities by Certain Beneficial Owners

The following table sets forth, as of March 21, 2025 for Mr. Hess and as noted below for the other beneficial owners identified in the table, information as to the ownership of more than 5% of any class of the company’s voting securities by beneficial owners known by the company to hold more than 5% of any such class:

2025 PROXY STATEMENT

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Ownership of Equity Securities by Management

The table below sets forth as to each director and named executive officer, and all directors and executive officers as a group, information regarding their ownership of equity securities of the company on March 21, 2025. The persons listed below have sole voting and investment power as to all shares indicated except as set forth in the footnotes to the table. Where no information appears in the column “Percentage of outstanding shares of common stock owned,” the securities held represent less than 1% of the common stock outstanding.

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Director Compensation

The following table shows compensation for services rendered by our non-employee directors during 2024.

During 2024, each director who was not an employee of the company or any of its subsidiaries received an annual cash retainer of $120,000 for membership on the board of directors and the independent chair of the board received an additional annual cash retainer of $200,000. Directors received an additional annual cash fee of $25,000 for service on the audit committee and $10,000 for service on each of the other standing committees of the board of directors on which such director serves. The chair of the audit committee received an annual cash fee of $30,000, the chair of the compensation and management development committee received an annual cash fee of $20,000 and the chair of each of the other board standing committees received an annual cash fee of $17,500. In addition, each non-employee director received shares of fully vested common stock constituting approximately $200,000 in value on the date of award.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) explains the key elements of our executive compensation program and 2024 compensation decisions for our named executive officers (“NEOs”). The compensation and management development committee of our board of directors (the “compensation committee” or the “committee”), with input from its independent compensation consultant, oversees these programs and determines compensation for our NEOs.

For fiscal year 2024, our NEOs were:

This CD&A, as well as certain compensation disclosures included in this proxy statement, are presented without regard to the terms of the pending merger with Chevron. For further information regarding the terms, conditions and interests of certain persons under the merger, please refer to the company’s merger proxy statement and information included in our other filings with the SEC.

CD&A Table of Contents

Executive Summary

Our compensation program is focused on building long-term value in an industry where oil and gas reserves are depleted annually and investments require significant capital and generally take several years before yielding returns. It is critical we maintain and grow our resource base in a capital disciplined manner while ensuring our cost of production is sufficiently low to generate returns for our stockholders given the volatility in oil prices. The board believes that the compensation program should set short-term targets that lead to long-term success and long-term awards that align with stockholder interests. As a result, our AIP is designed to maintain an annual focus on management’s day-to-day efforts on outcomes largely within its control, with a strong emphasis on formulaic, metrics-driven enterprise results. Our LTI plan focuses on alignment of management’s interests with those of our stockholders. Each year, the committee takes thoughtful action to respond to the impacts of the evolving operating environment and market conditions on our business outlook and performance, including the pending merger with Chevron.

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Executive Compensation + Compensation Discussion and Analysis

Summary of Business and Strategy. Hess Corporation is a global E&P company engaged in the exploration, development, production, transportation, purchase and sale of crude oil, natural gas liquids, and natural gas. 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 grow cash returns to our stockholders. Our strategy has been and continues to be to grow our resource base, deliver a low cost of supply and generate industry leading cash flow growth.

Key Compensation Actions. For 2024, the committee approved certain updates to total direct compensation for our NEOs to reflect the pending merger with Chevron, which could have potentially closed during 2024, as well as results of a competitive, industry-based compensation review of market practices, including for companies undergoing similar merger transactions. These updates included moderate increases for our NEO compensation, while maintaining the same proportion of base salaries, target award opportunities under our AIP and target LTI awards as a percent of total compensation. These updates also reflect the importance of retaining senior leadership continuity to promote enterprise performance and execution of our strategic and operational priorities as we work toward completion of our pending merger with Chevron.

Rigorous Target Setting Process. The committee follows a rigorous target setting process each year to ensure the enterprise performance metrics of our AIP include challenging, yet attainable, targets for all employees, including our NEOs. Enterprise metrics are selected annually to reflect core operating functions through the business cycle utilizing a thorough process informed by multiple inputs including our public guidance, budgets for the year and other business factors deemed to be relevant to the target setting process. The committee believes that targets for 2024 were set with sufficient rigor to create the proper incentives for each of the enterprise performance metrics, thereby holding management to challenging performance expectations in our AIP. The committee also considers a number of factors when determining appropriate individual AIP target percentages, including the participant’s position within the company, his or her corresponding responsibilities, and the competitive annual incentive opportunity for similar positions at other companies in our industry. LTI compensation is an important tool to drive behavior that supports our long-term business strategy, which supports retention and aligns employee interests with stockholder interests. As a result, LTI compensation represents the largest portion of each NEO’s target total direct compensation package.

AIP Program Changes. In 2024, as part of its ongoing assessment of the company’s compensation programs, the committee determined to make changes to our AIP program for all employees, including the NEOs, to simplify the enterprise performance scorecard to focus on core existing performance metrics that are within the management team’s control during a year that could potentially have been a partial performance period due to the pending merger with Chevron. As a result, metrics requiring a full calendar year to measure performance or those outside of management control were removed. The committee retained metrics intended to drive critical organizational focus to promote a safe, reliable and high performing organization, delivering value to stockholders. The committee also determined to continue to include a strategic modifier, first introduced in 2023, to increase or decrease payout of the AIP by up to 25%, with total enterprise payout capped at 200%. Use of a strategic modifier is consistent with peer company practices. The strategic modifier is based on five evaluation themes aligned with our business objectives, which are not otherwise measured by our quantitative performance metrics: strategy execution; capital allocation and risk management; social responsibility and stakeholder engagement; culture, people and leadership; and environment and sustainability. Objectives for these evaluation themes are pre-determined and set by the committee at the beginning of the year. The committee believes that the strategic modifier accounts for key enterprise-wide qualitative achievements that are difficult to forecast and quantify, which are especially important in navigating times of change due to the pending merger with Chevron.

LTI Mix. Further, in 2024 the committee determined to make appropriate adjustments to the LTI awards in the context of our pending merger with Chevron. These adjustments depart from our historical practice of granting NEOs a LTI mix of 60% PSUs; 20% stock options (40% for CEO); and 20% restricted stock (0% for CEO). When determining the appropriate mix of LTI awards, the committee considers the typical time horizons of investment decisions for Hess’ business and industry, the current commodity price environment and market practice. For 2024, the committee determined to utilize only restricted stock awards in order to provide incentives to work toward growth of profitability that will enhance stockholder returns while acknowledging the pending merger with Chevron would disrupt the typical three year performance period associated with our PSUs and the longer time horizon associated with stock options. Use of restricted stock promotes retention as we work toward completion of our merger and aligns the interests of employees and stockholders. It is also consistent with practices of companies undergoing similar merger transactions.

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Executive Compensation + Compensation Discussion and Analysis

Accordingly, the committee made the following determinations for 2024 compensation:

Corporate Performance. In 2024, our company continued to successfully execute our strategy and achieve strong operational performance, delivering strong financial returns and cash flow while maintaining a robust balance sheet. Our overall production in 2024 was 481,000 boepd, an increase of more than 20% compared to 2023, due to strong performance of our assets in Guyana and the Bakken. In 2024, we continued to operate four rigs in the Bakken to optimize our infrastructure, drilling 136 wells and bringing 131 new wells online, representing a 15% increase compared to 2023 due to improvements in drilling cycle time. In the Gulf of America, we achieved first oil at Pickerel-1 well in June 2024. In Guyana, we sanctioned a sixth development at Whiptail on the Stabroek Block, submitted environmental permits for a seventh development at Hammerhead for government approval and accelerated the purchase of the Liza Destiny and Prosperity floating production, storage and offloading vessels (“FPSOs”) to the fourth quarter of 2024 instead of later years. Net cash provided by operating activities during 2024 was approximately $5.6 billion, an increase of more than 40% compared to 2023, and the company had total liquidity of approximately $4.5 billion as of December 31, 2024, excluding Midstream and including committed credit facilities. The company also returned significant cash to stockholders, increasing annual dividends on common stock to $2.00 per share on an annualized basis, up from $1.75 per share in 2023, $1.50 per share in 2022 and $1.00 per share in 2021.

2024 AIP Enterprise Performance Metrics. The enterprise performance metrics of our AIP are designed to reward management for progress made against challenging, measurable goals that align with our overall company strategy and incentivize strong near- and long-term performance, without promoting excessive risk-taking. Given 2024 could have been a partial performance period due to the pending merger with Chevron, the committee removed 2023 AIP enterprise performance metrics on returns and cash flow as well as exploration resource additions, which would be difficult to measure on an interim basis and are influenced by commodity prices and other factors outside management’s control. The committee also determined that it was appropriate to set and measure production against Hess-operated assets only, in contrast to how this metric was evaluated for 2023, consistent with its emphasis on driving performance on outcomes that were in management’s control during this unique performance year. For 2024, the committee considered the progress made against each of the below metrics, which are closely tied to our strategic priorities, in order to determine executive compensation payouts under the annual incentive program:

2025 PROXY STATEMENT

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Executive Compensation + Compensation Discussion and Analysis

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2025 PROXY STATEMENT