| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Director
On February 2, 2022, at the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors (the “Board”) of Hess Corporation (the “Company”) elected Raymond J. McGuire to serve as a director of the Company, effective immediately.
Mr. McGuire has over 35 years of experience in finance and corporate strategy, most recently as Vice Chairman of Citigroup from 2018 to 2020. He was also a candidate in the 2021 New York City Democratic mayoral primary, with a focus on shared prosperity, racial equity and economic recovery from the COVID-19 pandemic. He joined Citigroup in 2005, serving as Global Co-Head of Investment banking from 2005 to 2008, Global Head of Corporate and Investment Banking from 2008 to 2018 and as Vice Chairman from 2018 to 2020. Prior to that, Mr. McGuire served as Global Co-Head of Mergers and Acquisitions at Morgan Stanley from 2003 to 2005 and held various senior roles at Merrill Lynch & Co., Inc., Wasserstein Perella & Co., Inc. and The First Boston Corporation (Credit Suisse). Mr. McGuire received a Bachelor’s degree, a Master of Business Administration and a Juris Doctorate degree from Harvard University.
The Board has determined that Mr. McGuire is “independent” in accordance with the rules and standards of the New York Stock Exchange, the Securities and Exchange Commission and the Company’s corporate governance guidelines. Mr. McGuire does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. McGuire and any other person pursuant to which he was selected as a director. Mr. McGuire has not yet been appointed to any committees of the Board.
Mr. McGuire’s compensation for service as a director will be consistent with the compensation paid to other non-employee directors of the Company as described in the Company’s 2021 proxy statement, filed with the Securities and Exchange Commission on April 23, 2021.
Departure of Director
On January 27, 2022, Joaquin Duato, a member of the Board, notified the Board that he will resign effective immediately due to increased professional commitments as Chief Executive Officer of Johnson & Johnson. His decision to resign is not the result of any disagreement with management or the Board related to the Company’s operations, policies, or practices.
