John Hess

About John Hess

John Hess, 70, joined the Goldman Sachs Board as an independent director on June 24, 2024. He serves on the Compensation, Governance, and Risk Committees. Hess is the long‑tenured CEO of Hess Corporation (1995–present; Chairman 1995–2013) and CEO of Hess Midstream LP (2014–present). He is a graduate of Harvard College and Harvard Business School, bringing deep strategic, operations, and global leadership experience to GS’s boardroom .

Past Roles

Organization	Role	Tenure	Committees/Impact
Hess Corporation	Chief Executive Officer	1995–Present	Led strategic transformation; global operations expertise
Hess Corporation	Chairman	1995–2013	Long-tenured public company leadership
Hess Corporation	Various positions	1978–1995	Progressively senior roles building industry expertise
Hess Midstream LP	Chief Executive Officer	2014–Present	CEO of owner/operator/developer of midstream assets

External Roles

Organization	Role	Tenure	Notes
Hess Corporation	Director	Current	U.S.-listed public company board
Hess Midstream LP	Director	Current	U.S.-listed public company board
KKR & Co., Inc.	Director	Former (past 5 years)	Prior independent director service
Dow Chemical Company	Director	Former	Prior board service (outside past 5 years)
Center for Strategic and International Studies	Trustee	Current	Non-profit governance
Council on Foreign Relations	Member	Current	Policy network
Lincoln Center for the Performing Arts	Director	Current	Cultural institution governance
Harvard Business School	Board of Dean’s Advisors	Current	Academic advisory role
Mount Sinai Hospital	Trustee	Current	Healthcare non-profit governance
The Business Council	Member	Current	Senior business forum
American Petroleum Institute	Chairman	Current	Industry leadership

Board Governance

Committee assignments: Compensation; Governance; Risk (no chair roles) .
Independence: GS designates Hess as an independent director (“*” indicator) and unanimously recommended him for election; independence determinations reviewed under Annex B with immaterial transactions thresholds .
Attendance and engagement: In 2024, GS had 86 total Board/Committee meetings; all current directors attended over 75% of meetings; overall group attendance ~97%. Executive sessions of independent directors: 7; additional sessions without management: 12. New directors receive >25 hours of orientation programming .
Lead Director engagement: Lead Director met investors representing over 30% of shares outstanding, and independent leadership structure is emphasized .

Fixed Compensation

Component	Amount	Form & Timing	Notes
Annual Retainer (Non-Employee Director)	$100,000	Cash or RSUs; paid quarterly in arrears	Part of $450k fixed program; directors can elect form .
Committee Chair Fee	$25,000	Cash or RSUs; paid quarterly in arrears	Applies only if chair; not applicable to Hess in 2024 .
Total Annual Base Compensation (Non-Chair)	$450,000	Cash and/or RSUs	Fixed Amount per SIP; $475,000 if chair .

2024 director-specific compensation:

Director	2024 Fees Earned/Paid in Cash ($)	Stock Awards ($) 2023 Program	Stock Awards ($) 2024 Program	All Other Compensation ($)	Total ($)
John Hess	58,333	—	—	—	58,333

Notes: Hess joined in June 2024 and elected to receive his Annual Retainer in cash (prorated for months served). RSUs related to Q4 2024 and the 2024 Annual Grant were made on January 16, 2025 and will appear in GS’s 2026 proxy per SEC rules; thus, they are not included in the 2024 table .

Performance Compensation

GS director pay emphasizes equity and long-term alignment rather than short-term performance metrics.

At least 70% of director compensation in the form of vested RSUs; directors may elect 100% RSUs .
Hold-through-retirement: All RSUs are vested at grant but underlying shares are delivered only after retirement from the Board .

Program structure and RSU metrics:

Metric/Feature	Policy/Value	Detail
Annual RSU Grant	$350,000	Granted annually in arrears; vested at grant; delivered post-retirement .
Equity Mix	≥70% RSUs	Majority of director compensation in RSUs; elections permitted up to 100% RSUs .
Hedging/Pledging	Prohibited	No hedging of RSUs or Common Stock; no director has shares subject to a pledge .
Ownership Guideline	5,000 shares or vested RSUs	Transition period for new directors; hold-through-retirement requirement on RSUs .

Compensation governance:

FW Cook reappointed in 2024 as independent consultant; program deemed competitive and aligned with long-term shareholder interests .
SIP caps director compensation program at fixed amounts ($450k non-chair; $475k chair) and requires shareholder approval to increase limits .

Other Directorships & Interlocks

Company	Relationship to GS	Independence/Materiality Determination
Hess Corporation	Ordinary course transactions with GS	Aggregate 2024 revenues to/from GS did not exceed 0.08% of Hess Corporation’s 2024 consolidated gross revenues; deemed immaterial under GS policy .
Hess Midstream LP	Ordinary course transactions with GS	Included in immaterial ordinary course categories assessed by Governance Committee .
Client Relationships (Hess and family)	GS client accounts (e.g., brokerage/funds)	Aggregate 2024 revenues from each such account ≤0.01% of GS’s 2024 consolidated gross revenues; immaterial .

Expertise & Qualifications

Strategy development and execution from leading Hess Corporation’s transformation; deep business and operational experience across global markets; extensive leadership and governance as public company Chairman/CEO and independent director (including at KKR and Dow Chemical) .

Equity Ownership

Item	Value	Notes
Beneficial ownership (Common Stock + vested RSUs)	333 shares	As of February 24, 2025; table includes vested RSUs where applicable; excludes PSUs and unvested RSUs .
Ownership guideline	5,000 shares or vested RSUs	With transition period for new directors .
Hedging/Pledging status	No pledging; hedging prohibited	No director has Common Stock subject to a pledge; hedging of RSUs/Common Stock not permitted .

Alignment assessment: As a new director with 333 shares at Feb 24, 2025, Hess remains within the disclosed transition period toward GS’s 5,000‑share guideline, with RSU delivery deferred until retirement, supporting long‑term alignment .

Governance Assessment

Strengths
- Independent director with deep operating and strategic experience; immediate impact noted by GS’s Lead Director upon his June 2024 appointment .
- Robust committee engagement (Compensation, Governance, Risk) on an all‑independent committee structure; technology risk oversight strengthened via the Risk Committee’s TRiS formation (Hess is not on TRiS) .
- Strong director pay governance: equity‑heavy, hold‑through‑retirement RSUs, ownership guidelines, no hedging/pledging; independent compensation consultant validation .
Conflicts and related‑party exposure
- GS conducts ordinary course business with entities where Hess is an executive officer (Hess Corp/Hess Midstream) and maintains client relationships for Hess/family; all relationships were reviewed and determined immaterial under GS policy (≤0.08% of counterparty CGR; ≤0.01% of GS revenues), supporting the independence determination .
- Overboarding/time‑commitment is explicitly evaluated in GS’s re‑nomination process, mitigating risk; Hess’s multiple executive roles are flagged for review within that process .
Attendance and engagement
- Board and committees met frequently in 2024 (86 total meetings); all directors met SEC’s 75% attendance threshold; overall attendance ~97%; executive sessions of independent directors held regularly, reinforcing independent oversight .
Compensation signals
- Hess elected cash retainer upon joining (2024 total $58,333, prorated), consistent with flexibility for new directors; program emphasizes equity via RSUs with post‑retirement delivery, which will increase his equity alignment over time as grants accrue .

RED FLAGS

None disclosed regarding pledging, hedging, loans, legal proceedings, or related‑party transactions exceeding immaterial thresholds. Watch items: dual CEO roles and ongoing client/ordinary course relationships—currently mitigated by GS’s independence framework and materiality thresholds .