Andrew Stead
HESSAbout Andrew Stead
Andrew D. Stead was appointed a director of Hess Corporation on July 18, 2025, concurrent with Chevron’s closing of the Hess acquisition; he serves on the post-merger subsidiary board alongside Harsh Goyal and Nicola Woods, with Bruce L. Niemeyer named President . Prior to and around this appointment, Stead was a Principal M&A Consultant in Chevron’s Corporate Business Development group and joined the board of ION Clean Energy following a Chevron New Energies-led financing round . Age and education are not disclosed in Hess filings; Bloomberg profiles list him as a Hess board member without further biography details .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Principal M&A Consultant, Corporate Business Development | Not disclosed | Corporate development/M&A; associated with strategic investment boards (e.g., ION Clean Energy) |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| ION Clean Energy, Inc. | Director | Sep 17, 2024 | Appointed following $45M Series A led by Chevron New Energies and Carbon Direct Capital; reflects decarbonization domain exposure |
Board Governance
| Attribute | Detail |
|---|---|
| Appointment to HES Board | Became director at Effective Time of merger closing (July 18, 2025) |
| Independence Status | Not designated in post-merger filings; Hess is now a wholly owned subsidiary of Chevron (no NYSE independence framework applies) |
| Committee Assignments | Not disclosed in merger 8-K |
| Attendance | Not disclosed post-merger; 2024 attendance metrics pertained to prior public board cohort |
| Board Structure Signal | Board reconstituted with Chevron personnel; President appointed from Chevron; indicates parent-controlled oversight |
- Hess ceased NYSE trading and delisted upon closing, shifting governance to a private-sub model under Chevron; committee charters/meetings are not publicly reported, reducing transparency versus prior DEF 14A practices .
- Pre-merger public board governance (independent chair, four standing committees) does not apply to the new subsidiary board formed at closing .
Fixed Compensation
| Component | 2025 Post-Merger Disclosure | Notes |
|---|---|---|
| Cash Retainer | Not disclosed for subsidiary directors | Prior public director cash/equity schedule covered 2024 and legacy board; not applicable to Stead post-merger |
| Committee Fees | Not disclosed | |
| Other Cash | Not disclosed |
Performance Compensation
| Component | 2025 Post-Merger Disclosure | Performance Metrics |
|---|---|---|
| Equity Awards | Not disclosed for subsidiary directors | N/A |
| Options/PSUs | Not disclosed | N/A |
| Performance Metric Framework | Not disclosed for directors; NEO metrics (EHS measures, controllable production/costs, capex) pertained to executives, not directors |
Other Directorships & Interlocks
| Entity | Type | Nature of Interlock | Implication |
|---|---|---|---|
| Chevron Corporation | Employer | Chevron-appointed director to Hess subsidiary post-merger | Parent-affiliation; strong alignment with Chevron strategic priorities |
| ION Clean Energy | Private company | Board seat associated with Chevron New Energies investment | Exposure to carbon capture ecosystem; potential informational advantages for decarbonization strategy |
Expertise & Qualifications
- Corporate development and M&A expertise via Chevron Corporate Business Development role; suitable for integration oversight and portfolio optimization at the Hess subsidiary .
- Decarbonization/CCUS exposure through ION Clean Energy directorship, relevant to energy transition considerations .
Equity Ownership
| Item | Disclosure |
|---|---|
| Beneficial Ownership (HES) | Not publicly disclosed post-merger; Hess delisted and became a wholly owned subsidiary of Chevron (no ongoing Section 16 reporting) |
| Shares Pledged/Hedging | Not disclosed |
| Options/RSUs (Director) | Not disclosed |
Governance Assessment
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Alignment: As a Chevron corporate development professional seated on Hess’s post-merger subsidiary board, Stead’s incentives align with Chevron’s strategic and financial objectives, supporting integration and capital allocation discipline. This is positive for parent-level execution, but reduces independent oversight at the subsidiary level relative to public company norms .
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Transparency: Post-merger disclosures do not specify committee structures, director compensation, or attendance for the reconstituted subsidiary board, limiting visibility for external investors compared to pre-merger DEF 14A standards .
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Potential conflicts: Parent-controlled board composition is inherently affiliated; independence is not asserted and would not be applicable under NYSE rules after delisting. Related-party risks are largely internalized within Chevron’s consolidated governance rather than public market conflicts, but third-party transactions involving Chevron affiliates (e.g., Chevron New Energies portfolio companies) warrant customary related-party oversight at Chevron’s level .
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RED FLAGS:
- Independence not designated; board comprises Chevron personnel post-merger (parent-controlled) .
- Director compensation and committee responsibilities for the subsidiary are not disclosed, reducing governance transparency vs. prior public regime .
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Investor implications: For Hess (delisted), direct governance considerations are no longer a public market factor; for Chevron investors, Stead’s appointment signals focus on integration and M&A-informed oversight at the subsidiary. Lack of granular subsidiary governance disclosure is typical but limits external assessment of board effectiveness at Hess post-merger .