Harsh Goyal

About Harsh Goyal

Harsh Goyal was appointed a director of Hess Corporation at the Effective Time of the Chevron–Hess merger on July 18, 2025; this appointment coincided with all prior Hess directors ceasing to serve as the company became a wholly owned subsidiary of Chevron . In post-merger disclosures, he is listed as a Hess director with Singapore citizenship, indicating international corporate oversight alignment under Chevron’s ownership . As Hess was delisted and reconstituted with only 1,000 authorized common shares, traditional NYSE “independence” designations no longer apply to Hess’s board structure .

Past Roles

External Roles

• No additional public company directorships or committee roles were disclosed in Hess filings at or following the merger close .

Board Governance

• Board reconstitution at merger close: prior Hess directors/officers ceased, and Harsh Goyal, Andrew D. Stead, and Nicola E. Woods were appointed as directors; Bruce L. Niemeyer was appointed President, all aligned with Chevron’s post-merger control .
• Hess delisted from NYSE at closing; post-merger charter authorized 1,000 shares and amended bylaws centralize board authority—indicative of a private, wholly owned subsidiary governance model where independence and standard NYSE committee structures are not applicable .
• Committee assignments, chair roles, lead independent director, meeting cadence/attendance for the post-merger Hess board were not disclosed in the 8-K filed on July 18, 2025 .
• Pre-merger (FY2024) Hess board met seven times and all incumbent directors met at least 75% attendance; note this pertains to the public pre-merger board and not to Goyal’s tenure .

Board Composition Change at Effective Time

Fixed Compensation

• Director cash retainer, committee fees, or benefits for the post-merger Hess board have not been disclosed. Pre-merger 2024 director compensation (for a different slate of independent directors) included $120,000 annual cash retainer, committee fees, and ~$200,000 in fully vested stock, but this predates Goyal’s appointment and the July 2025 structural change .

Performance Compensation

• No equity grants, options, PSUs, or performance metrics for Harsh Goyal as a post-merger Hess director have been disclosed in Hess filings .
• Pre-merger NEO incentive structures and PSU outcomes (e.g., 2022–2024 PSU payout at 175%) applied to executive officers, not directors; they do not pertain to Goyal’s director role established at merger close .

Other Directorships & Interlocks

• The post-merger Hess board’s composition (Goyal, Stead, Woods) and Niemeyer’s appointment as President reflect Chevron-aligned governance; this represents a parent–subsidiary interlock rather than independent oversight .
• No disclosures identify Goyal serving on other public company boards beyond his Hess directorship .

Expertise & Qualifications

• Technical accounting and SEC reporting leadership in Chevron’s upstream business suggests strong financial reporting, controls, and compliance expertise aligned with E&P operations and capital programs .
• International profile (Singapore) adds cross-border governance perspective useful for Hess’s global assets integrated under Chevron .

Equity Ownership

• At merger close, Hess common stock was converted into Chevron shares at a fixed exchange ratio of 1.025 Chevron shares per Hess share, and Hess was delisted; Hess’s post-merger charter authorizes only 1,000 shares, evidencing wholly owned subsidiary status under Chevron .
• Director-level beneficial ownership disclosure for Hess stock post-merger is not applicable in the same manner as a public issuer; no individual Hess share ownership details for Goyal have been disclosed .

Post-Merger Capital Structure & Listing

Governance Assessment

• Parent-controlled board: Goyal’s appointment, alongside two other Chevron-aligned directors and a Chevron senior executive as President, indicates direct parent oversight with minimal independence—appropriate for a wholly owned subsidiary but a material change from pre-merger public-company governance .
• Committees/compensation transparency: No disclosure of post-merger board committees, director fees, or equity for directors; the amended bylaws concentrate board authority, and absent committee/compensation transparency limits external assessment of board effectiveness and incentive alignment .
• Related-party exposure: As a Chevron subsidiary, Hess’s transactions, capital allocation, and policies will inherently be related-party to the parent—distinct from pre-merger Hess which reported no related-party transactions >$120,000 for 2024; investors should expect Chevron-driven strategic and financial decisions at the sub-level .
• Signal for investor confidence: For Chevron shareholders (post exchange), the installation of upstream technical accounting expertise (Goyal) and Americas E&P leadership (Niemeyer) points to disciplined reporting and operational integration; however, traditional minority shareholder protections at Hess no longer apply due to the change in control and private structure .