HESS CORPORATION (NYSE:HES) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Annual Cash Incentive Plan
On February28, 2017, the Compensation and Management Development
Committee (the Committee) of the Board approved annual incentive
targets under the Companys Annual Cash Incentive Plan (the Plan)
for all of the Companys full-time employees worldwide, including
the Companys chief executive officer, chief financial officer and
three other most highly compensated executive officers (the Named
Executive Officers). The Plan is intended to promote alignment of
pay and performance and an enhanced focus on creating long-term
stockholder value.
Payout on awards is determined based on attainment of
pre-established enterprise level metrics and individual
performance objectives. There are six enterprise metrics, each
with pre-established threshold, target and maximum performance
goals:
| Environment, health and safety; |
| Exploration resource additions; |
| Production; |
| Controllable operated cash costs; |
| Capital and exploratory spend; and |
| Cash return on capital employed. |
The Committee establishes annual incentive targets for each Named
Executive Officer based upon position, responsibilities and
competitive practice.
Payout for the Named Executive Officers range from 0% to 175% of
target based on attainment of the pre-established enterprise
metrics. A multiplier may be applied to adjust the bonus down to
0% or up by an additional 25% (capped at 200%) of target based on
individual performance compared with individual goals
pre-established at the beginning of the fiscal year.
Long-Term Incentive Program
On February28, 2017, the Committee approved the value of awards
to the Named Executive Officers under the Companys long-term
incentive program for 2017, effective March6, 2017. The long-term
incentive mix for Mr. Hess for 2017 consists of performance share
units (PSU), which account for 70% of the target value of his
award under the program, and stock options, which account for the
remaining 30% of the target value of his award under the program
for 2017. As a result, 50% of the target value of Mr.Hess awards
under the program will be performance-contingent. For the
Companys other Named Executive Officers, 80% of the target value
of awards under the program for 2017 will be
performance-contingent, with 60% in the form of PSUs, 20% in the
form of stock options and the remaining 20% in the form of
restricted stock. The Committee believes this mix of awards
encourages sustained long-term performance and further supports
alignment of the interests of senior management and stockholders.
Restricted stock awards in 2017 vest in equal installments over a
three-year period beginning on the first anniversary of the grant
date. Payouts on the PSUs awarded in 2017 will be determined
based on the Companys total shareholder return (TSR) for the
three-year performance period ending December31, 2019 compared to
the TSR of 12 peer companies over the same period. The 12 peer
companies are: Anadarko Petroleum Corporation, Apache
Corporation, Chesapeake Energy Corporation, ConocoPhillips, Devon
Energy Corporation, EOG Resources, Inc., Marathon Oil
Corporation, Murphy Oil Corporation, Noble Energy, Inc.,
Occidental Petroleum Corporation, Pioneer National Resources Co.
and Continental Resources, Inc. Potential payouts range from 0%
to 200% of the target award based on the schedule below:
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TSR Ranking |
Percentageof Performance SharesEarned | |||
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1st |
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2nd |
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3rd |
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6th |
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10th |
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11th |
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12th |
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13th |
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If the Companys total shareholder return for the performance
period is negative, the percentage of PSUs earned may not exceed
50% of target.
About HESS CORPORATION (NYSE:HES)
Hess Corporation is an exploration and production (E&P) company. The Company is engaged in exploration, development, production, transportation, purchase and sale of crude oil, natural gas liquids, and natural gas. Its segments include E&P, which is engaged in the sale of crude oil, natural gas liquids and natural gas, and Bakken Midstream, which provides services, including crude oil and natural gas gathering, processing of natural gas and the fractionation of natural gas liquids, transportation of crude oil by rail car, terminaling and loading crude oil and natural gas liquids, and the storage and terminaling of propane, located in the Bakken shale play of North Dakota. Its Bakken Midstream assets include Tioga gas plant, Tioga gas plant, Crude oil train units, Ramberg truck facility, Gathering pipelines and Gathering pipelines. It has production operations located in the United States, Denmark, Equatorial Guinea, the Joint Development Area of Malaysia/Thailand, Malaysia and Norway. HESS CORPORATION (NYSE:HES) Recent Trading Information
HESS CORPORATION (NYSE:HES) closed its last trading session 00.00 at 51.03 with 2,407,239 shares trading hands.