Nicola Woods
HESSAbout Nicola Woods
Nicola E. Woods was appointed a director of Hess Corporation at the Effective Time of the Chevron–Hess merger on July 18, 2025; post-merger Hess became a direct, wholly owned subsidiary of Chevron and was delisted from the NYSE . Woods is a Chevron executive, serving as VP Strategy and Marketing at Chevron Gas and Midstream based in San Ramon, California, indicating core credentials in strategy, marketing, and midstream energy . Tenure on the Hess board began on July 18, 2025; age and education were not disclosed in SEC filings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Gas and Midstream | VP Strategy and Marketing | Not disclosed publicly | Strategy and marketing leadership in gas/midstream; indicates expertise relevant to parent oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in SEC filings | — | — | No public company directorships disclosed beyond appointment to Hess post-merger |
Board Governance
- Appointment and control: Woods joined Hess’s reconstituted three-person board (with Harsh Goyal and Andrew D. Stead) at the merger Effective Time; Bruce L. Niemeyer was appointed President, reflecting Chevron’s control of the subsidiary .
- Corporate status: Hess is a direct, wholly owned subsidiary of Chevron; its common stock was suspended and delisted from the NYSE on July 18, 2025, and deregistration commenced via Form 25 .
- Governance documents: Hess amended and restated its Certificate of Incorporation and By-Laws at the Effective Time; authorized capital was reduced to 1,000 shares of $0.01 par value, consistent with private subsidiary status .
- Board structure and procedures: The By-Laws authorize the Board to create committees by resolution; special meetings require minimal notice, and one-third of the authorized number of directors constitutes a quorum .
- Chair/leadership: Under the amended By-Laws, the President presides at meetings of stockholders and the Board and serves as chief executive officer, implying no independent chair structure post-merger .
- Independence and engagement: As a Chevron executive on the board of Chevron’s wholly owned subsidiary, Woods is affiliated with the controlling shareholder; NYSE independence standards no longer apply to Hess following delisting .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Relationship |
|---|---|---|---|
| Hess Corporation | Director (appointed July 18, 2025) | Not disclosed | Subsidiary of Chevron; director appointed at Effective Time |
| Chevron Gas and Midstream | VP Strategy & Marketing | Not applicable (executive role) | Parent–subsidiary interlock; indicates direct affiliation with controlling shareholder |
Expertise & Qualifications
- Strategy and midstream energy expertise via executive role at Chevron Gas and Midstream; relevant to oversight of a Chevron-controlled upstream/midstream portfolio .
- Governance context: Appointment as part of post-merger reconstitution of Hess’s board under Chevron control .
Equity Ownership
| Metric | Detail |
|---|---|
| Chevron ownership of Hess | Hess is a direct, wholly owned subsidiary of Chevron (100% ownership) |
| Hess authorized shares | 1,000 authorized common shares, $0.01 par value (indicative of private subsidiary capital structure) |
| Nicola Woods beneficial ownership in Hess | Not disclosed in SEC filings post-merger |
Governance Assessment
- Board effectiveness: Governance is parent-led; By-Laws centralize authority with the President as chair of Board meetings, and committees can be formed by resolution, which may streamline oversight but limits independent counterbalance typical of a public company board .
- Independence and conflicts: Woods’ concurrent Chevron executive role and appointment to the Hess board immediately upon change of control signal strong parent influence and limited independence of subsidiary oversight; this is structurally normal for wholly owned subsidiaries but reduces independent governance signals for public investors .
- Disclosure gaps: Post-merger Hess ceased SEC proxy reporting; director committee assignments, attendance, and compensation are not disclosed, constraining pay-for-performance and alignment analysis .
- Compensation signals (contextual): At the merger Effective Time, outstanding Hess equity awards were converted to Chevron awards at the exchange ratio; PSUs were deemed earned at maximum and converted into restricted cash awards based on Chevron’s average price, removing performance conditions post-close—this is common in change-of-control mechanics but can be viewed as generous vesting acceleration for award holders broadly (not specific to directors) .
RED FLAGS
- Parent–subsidiary interlock: Chevron executive serving as director of Chevron’s wholly owned subsidiary reduces independence and may limit minority investor protections (pre-merger holders now Chevron shareholders) .
- Absence of public disclosure on director compensation, attendance, and committee roles post-merger, impairing transparency for governance benchmarking .
- No independent chair under amended By-Laws; President presides over Board meetings .
Note: Pre-merger governance (e.g., 2025 proxy committees, attendance, say‑on‑pay 95.6% approval) pertained to the prior public board and does not apply to Woods, who joined only at the merger Effective Time .