John Hess
Director at CVX
Board
About John B. Hess
John B. Hess (age 71) was appointed as a non-employee director of Chevron Corporation effective July 28, 2025; he also joined the Public Policy and Sustainability Committee. He is the former CEO of Hess Corporation (1995–2025) and Chairman/CEO of Hess Midstream GP LLC (2014–2025). He holds a B.A. from Harvard College and an MBA from Harvard Business School.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hess Corporation | Chief Executive Officer | 1995–2025 | Led strategic transformation from integrated oil to focused independent E&P company |
| Hess Corporation | Director | 1978–2025 | Board member; previously Chairman of the Board 1995–2013 |
| Hess Midstream GP LLC (General Partner of Hess Midstream LP) | Chairman and CEO | 2014–2025 | Oversight of midstream operations and governance |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| The Goldman Sachs Group, Inc. | Director | Since June 2024 | Current public company directorship |
| KKR & Co. Inc. | Director | July 2011–June 2023 | Prior public company directorship |
| Center for Strategic and International Studies | Trustee | Ongoing | Non-profit board role |
| American Petroleum Institute | Former Chairman of the Board | Prior service | Industry association leadership |
| Lincoln Center for the Performing Arts; New York Philharmonic; Mount Sinai Hospital | Director/Trustee | Ongoing | Non-profit boards |
| The Business Council; Trilateral Commission; Council on Foreign Relations | Member | Ongoing | Policy/industry groups |
Board Governance
- Committee assignment: Member, Public Policy and Sustainability Committee (effective July 28, 2025).
- Board & committee cadence: In FY 2024, Chevron’s Board held 6 regular meetings; committees held 25 meetings. Executive sessions of independent directors occurred at each regular Board meeting. All directors attended at least 93% of Board and committee meetings in 2024.
Fixed Compensation
| Component | Amount/Formula | Details |
|---|---|---|
| Annual cash retainer (Non-Employee Director) | $155,000 | Paid in monthly installments; optional deferral under NED Plan |
| Annual RSU grant (Non-Employee Director) | $235,000 | Grants vest on the earlier of 12 months or the day preceding the next Annual Meeting; can be deferred |
| Additional cash retainers (Chair/Lead roles) | Lead Director $50,000; Audit Chair $30,000; Governance Chair $20,000; Compensation Chair $25,000; Public Policy & Sustainability Chair $20,000 | Paid to role holders; Hess is a member, not a chair |
| Prorated cash/RSUs for mid-cycle appointment | Cash: prorated portion of $155,000; RSUs: $235,000 × (days remaining in Annual Compensation Cycle ÷ total days) ÷ closing price on Effective Date | Applies to Mr. Hess starting July 28, 2025 |
Performance Compensation
| Metric Category | Applicability to Director Compensation |
|---|---|
| Non-equity incentive awards (e.g., bonus tied to revenue, EBITDA, TSR, ESG) | Not provided to non-employee Directors; Chevron’s NED program consists of cash retainer and RSUs only |
| Options (for current cycles) | No new stock options granted to Directors after December 31, 2021; legacy options, if any, remain under original terms |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlock With CVX (disclosed) |
|---|---|---|---|
| The Goldman Sachs Group, Inc. | Director | Not disclosed | None disclosed in CVX filings |
| KKR & Co. Inc. | Former Director | Not disclosed | None disclosed in CVX filings |
No shared directorships with Chevron’s competitors/suppliers/customers are disclosed in the cited filings.
Expertise & Qualifications
- Global E&P leadership: Decades as CEO/director of Hess with global portfolio exposure.
- Board governance: Extensive public company board experience (Goldman Sachs; prior KKR).
- Industry networks: Former API Chairman; member of leading policy/business councils.
- Education: Harvard College (B.A.), Harvard Business School (MBA).
Equity Ownership
| Policy/Status | Details |
|---|---|
| Director stock ownership guidelines | Within 5 years, each non-employee Director is expected to own shares equal to 7× annual cash retainer or 15,000 shares, whichever is met; shares may be held directly/jointly or in trust. |
| Compliance status | All non-employee Directors with >5 years of service have met guidelines; newer Directors are on track per policy timeline. Mr. Hess joined in July 2025 (new Director; specific holdings not disclosed in 2025 proxy). |
Insider trading/Form 4 data: Attempted to retrieve Mr. Hess’s Form 4 transactions via the insider-trades skill for CVX (2025-07-01 to 2025-11-19) filtered by “John Hess”; the API returned an authorization error (401). Data unavailable at this time; will update upon access restoration.
Related Party Transactions (Conflict Risk Analysis)
| Item | Counterparty | Key Terms | Financial Magnitude/Timing |
|---|---|---|---|
| Operation and sale of Hess Toy Truck LLC (“ToyCo”) | HFO Holdings LLC (wholly owned by Mr. Hess) | Chevron USA to operate ToyCo post-closing; expected transfer of interest to HFO effective April 1, 2026 at price set by independent appraisal | Price to be determined by independent appraisal; timing April 1, 2026 |
| Transfer of HG Aircraft LLC (“AirCo”) | HFO Holdings LLC | Effective October 1, 2025, Chevron USA to transfer interest in AirCo to HFO; terminate aircraft lease; HFO pays lessor fair market value of aircraft; Chevron USA pays balance of termination fee | Aircraft fair market value ≈ $25–$30 million; Chevron termination fee ≈ $5–$10 million; personal access before Oct 1, 2025 under timesharing agreement (incremental costs paid by Mr. Hess) |
| Assignment of “Hess” trademarks and domains (“HLOGO LLC”) | HFO Holdings LLC | Assign IP and domains to HFO; Chevron USA receives exclusive, perpetual, irrevocable, royalty-free worldwide license for oil & gas field; domain/social media license up to three years | Price determined by independent appraisal; trademark license is exclusive in oil & gas, perpetual/royalty-free |
| Transition Services Agreement (TSA) | HFO Holdings LLC | Storage/access/shipping of historical artifacts; IT support; sublease office space; facilities and admin support; retention of certain employees for up to ~50 days post-closing | Storage < $200,000; IT ≈ $50,000/month; Office space $50,000/month (to 6/30/2026; extendable to 6/30/2027); Facilities ≈ $20,000/month; Admin ≈ $60,000/month; Employee retention ≈ $255,000/month; up to $500,000 enhanced pension/post-retirement medical |
- RED FLAGS
- Direct, ongoing transactions between Chevron USA and HFO (wholly owned by Mr. Hess) involving assets (ToyCo, AirCo, trademarks) and material service arrangements (TSA) may pose related-party and independence perception risks.
- Aircraft lease termination economics allocate estimated $5–$10 million to Chevron USA; personal use access prior to transfer under timesharing (incremental costs paid by Mr. Hess) heightens scrutiny.
- Pricing set by independent appraisals mitigates risk but requires robust valuation governance and full Audit Committee oversight to avoid value leakage.
Governance Assessment
- Board effectiveness: Hess adds deep E&P strategy and capital allocation experience to the Public Policy and Sustainability Committee, complementing geopolitical and environmental oversight.
- Independence/Conflicts: Multiple proposed transactions and services with Mr. Hess’s wholly owned HFO trigger related-person considerations; Chevron should ensure Audit and Governance Committee oversight, independent valuations, clear disclosure, and recusal protocols to preserve investor confidence.
- Compensation/Alignment: Standard NED cash+RSU mix with proration upon appointment creates equity alignment; stock ownership guidelines (7× retainer or 15,000 shares within 5 years) support skin-in-the-game.
Notes on broader director compensation program context: Non-employee Directors receive $155,000 cash and $235,000 in RSUs annually, with additional cash retainers for specific leadership roles; no meeting fees or non-equity incentive awards are provided.
Board process and attendance: Chevron’s Board uses annual evaluations, executive sessions at each regular meeting, and strong meeting attendance (≥93% in 2024) to support governance quality; Hess-specific attendance data will be available after the 2025 reporting cycle.