XML 79 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay versus Performance

This

disclosure regarding executive compensation for our CEO and other NEOs has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the NEOs or how the committee evaluates compensation decisions in light of company or individual performance. For discussion of how the committee seeks to align pay with performance when making compensation decisions, please review the “Compensation Discussion and Analysis” section beginning on page 20.


Year	Summary Compensation Table Total for CEO(1) ($)		Compensation Actually Paid to CEO(1)(2) ($)		Average Summary Compensation Table Total for Non-CEO NEOs(1) ($)		Average Compensation Actually Paid to Non-CEO NEOs(1)(2) ($)		Value of Initial Fixed $100 Investment based on(3)				Net Income ($ Millions)			Ranking of One-Year Relative TSR Performance(4)
Year	Summary Compensation Table Total for CEO(1) ($)		Compensation Actually Paid to CEO(1)(2) ($)						TSR ($)		Peer Group TSR ($)		Net Income ($ Millions)			Ranking of One-Year Relative TSR Performance(4)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)			(i)
2022		14,042,178		53,284,794		5,394,542		16,672,001		222.88		193.17		2,574			2 of 12
2021		12,408,198		19,398,601		4,903,501		6,555,430		114.84		116.87		890			11 of 13
2020		11,147,723		4,863,722		5,648,735		2,626,215		80.81		59.61		(2,839	)		2 of 11

(1)	John Hess was our CEO for each year presented. Each of Messrs. Hill, Goodell, and Rielly and Ms. Lowery-Yilmaz comprised the Non-CEO NEOs for each year presented.

(2)	The calculation of Compensation Actually Paid reflects certain adjustments (deductions and increases) to the Total Compensation that is reflected in the Summary Compensation Table for the CEO and the Non-CEO NEOs as set forth below:


	2022						2021						2020
	CEO			Average Non-CEO NEOs			CEO			Average Non-CEO NEOs			CEO			Average Non-CEO NEOs
Summary Compensation Table Total Compensation		14,042,178			5,394,542			12,408,198			4,903,501			11,147,723			5,648,735
Deduction for amounts reported under Stock Awards and Option Awards columns in the Summary Compensation Table for the applicable fiscal year (“FY”)		(10,000,039	)		(3,262,506	)		(8,500,056	)		(2,762,528	)		(8,499,980	)		(2,887,523	)
Increase based on ASC 718 fair value of awards granted during applicable FY that remain unvested and outstanding as of applicable FY-end, determined as of applicable FY-end		18,133,777			5,565,366			7,112,128			2,320,886			10,897,989			3,498,999
Increase based on ASC 718 fair value of awards granted during applicable FY that vested during the same applicable FY, determined as of vesting date		—			—			—			—			—			—
Increase/Deduction for awards granted during prior FYs that were outstanding and unvested as of applicable FY-end, determined based on change in ASC 718 fair value from prior FY-end to applicable FY-end		24,787,403			7,362,923			4,642,939			1,241,801			(4,383,791	)		(1,396,591	)
Increase/Deduction for awards granted during prior FYs that vested during applicable FY, determined based on change in ASC 718 fair value from prior FY-end to vesting date		5,774,428			1,601,852			3,697,387			906,941			(4,556,992	)		(1,149,908	)
Deduction for change in the actuarial present values reported under the change in pension value and nonqualified deferred compensation earnings column of the summary compensation table for applicable FY		—			(293,347	)		—			(398,257	)		—			(1,481,594	)
Increase for service cost during applicable FY for pension plans		547,047			303,171			38,004			343,085			258,773			394,097
Total Adjustments		39,242,616			11,277,459			6,990,402			1,651,928			(6,284,001	)		(3,022,520	)
Compensation Actually Paid		53,284,794			16,672,001			19,398,601			6,555,430			4,863,722			2,626,215

The amounts above shown for Compensation Actually Paid do not represent the value of cash and shares of the company’s common stock received by NEOs during the year, but rather are amounts that are calculated in accordance with the SEC rules and include, among other things, year-over-year changes in the value of unvested equity-based awards. Fair value or change in fair value, as applicable, of equity awards was determined in accordance with ASC 718 and the methodology required by Item 402(v) of Regulation S-K.

(3)

The Peer Group TSR set forth in this table utilizes the peer group that we disclosed in the stock performance graph required by Item 201(e) of Regulation

S-K

included in our annual report for the year listed, which was based on the peer group companies for each respective year listed in the company’s annual proxy statement but excludes companies that had ceased to be publicly traded as of the end of each fiscal year and includes Coterra Energy Inc. and EQT Corporation beginning in 2021 to diversify the 2021 peer group in light of the consolidation of the company’s then existing peers (the “Proxy Peer Group”):


2020	2021	2022
APA Corporation	APA Corporation	APA Corporation
ConocoPhillips	ConocoPhillips	ConocoPhillips
Continental Resources, Inc.	Continental Resources, Inc.	Coterra Energy Inc.
Devon Energy Corporation	Coterra Energy Inc.	Devon Energy Corporation
EOG Resources, Inc.	Devon Energy Corporation	EOG Resources, Inc.
Marathon Oil Corporation	EOG Resources, Inc.	EQT Corporation
Murphy Oil Corporation	EQT Corporation	Marathon Oil Corporation
Occidental Petroleum Corporation	Marathon Oil Corporation	Murphy Oil Corporation
Pioneer Natural Resources Co.	Murphy Oil Corporation	Occidental Petroleum Corporation
	Occidental Petroleum Corporation	Pioneer Natural Resources Co.
	Pioneer Natural Resources Co.

The comparison assumes $100 was invested for the period starting December 31 and through the end of the listed year in the company and in the Proxy Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(4)

As described in the “Compensation Discussion and Analysis” section, the PSUs that were awarded in 2022 will be earned based on the relative performance of the company’s TSR over a three-year performance period ending December 31, 2024, compared with that of the company peer group described on page 34, which is the same as the Proxy Peer Group, and the S&P 500 Total Return Index. Payouts, if any, will occur following the committee’s certification of performance results in 2025 upon the completion of the three-year performance period. Given that the PSUs awarded to our CEO and our

Non-CEO

NEOs in 2022 was the largest portion of their total compensation, we selected our relative

one-year

TSR performance compared to that of the companies in the Proxy Peer Group and to the S&P 500 Total Return Index as the Company Selected Measure for 2022. The table above shows the ranking of our

one-year

relative TSR performance as compared with each of the Proxy Peer Group companies listed in footnote 3 above and the S&P 500 Total Return Index. TSR was calculated assuming dividend reinvestment during the year and using the closing price on the first and last days of each year. Similarly, the TSR for the S&P 500 Total Return Index was measured assuming reinvestment of dividends and using the closing price on the first and last trading day of the year.

Company Selected Measure Name

ranking of our one-year relative TSR performance

Named Executive Officers, Footnote [Text Block]

Each of Messrs. Hill, Goodell, and Rielly and Ms. Lowery-Yilmaz comprised the

Non-CEO

NEOs for each year presented.

Peer Group Issuers, Footnote [Text Block]

(3)

The Peer Group TSR set forth in this table utilizes the peer group that we disclosed in the stock performance graph required by Item 201(e) of Regulation

S-K


2020	2021	2022
APA Corporation	APA Corporation	APA Corporation
ConocoPhillips	ConocoPhillips	ConocoPhillips
Continental Resources, Inc.	Continental Resources, Inc.	Coterra Energy Inc.
Devon Energy Corporation	Coterra Energy Inc.	Devon Energy Corporation
EOG Resources, Inc.	Devon Energy Corporation	EOG Resources, Inc.
Marathon Oil Corporation	EOG Resources, Inc.	EQT Corporation
Murphy Oil Corporation	EQT Corporation	Marathon Oil Corporation
Occidental Petroleum Corporation	Marathon Oil Corporation	Murphy Oil Corporation
Pioneer Natural Resources Co.	Murphy Oil Corporation	Occidental Petroleum Corporation
	Occidental Petroleum Corporation	Pioneer Natural Resources Co.
	Pioneer Natural Resources Co.

PEO Total Compensation Amount

$ 14,042,178

$ 12,408,198

$ 11,147,723

PEO Actually Paid Compensation Amount

$ 53,284,794

19,398,601

4,863,722

Adjustment To PEO Compensation, Footnote [Text Block]

(2)	The calculation of Compensation Actually Paid reflects certain adjustments (deductions and increases) to the Total Compensation that is reflected in the Summary Compensation Table for the CEO and the Non-CEO NEOs as set forth below:


	2022						2021						2020
	CEO			Average Non-CEO NEOs			CEO			Average Non-CEO NEOs			CEO			Average Non-CEO NEOs
Summary Compensation Table Total Compensation		14,042,178			5,394,542			12,408,198			4,903,501			11,147,723			5,648,735
Deduction for amounts reported under Stock Awards and Option Awards columns in the Summary Compensation Table for the applicable fiscal year (“FY”)		(10,000,039	)		(3,262,506	)		(8,500,056	)		(2,762,528	)		(8,499,980	)		(2,887,523	)
Increase based on ASC 718 fair value of awards granted during applicable FY that remain unvested and outstanding as of applicable FY-end, determined as of applicable FY-end		18,133,777			5,565,366			7,112,128			2,320,886			10,897,989			3,498,999
Increase based on ASC 718 fair value of awards granted during applicable FY that vested during the same applicable FY, determined as of vesting date		—			—			—			—			—			—
Increase/Deduction for awards granted during prior FYs that were outstanding and unvested as of applicable FY-end, determined based on change in ASC 718 fair value from prior FY-end to applicable FY-end		24,787,403			7,362,923			4,642,939			1,241,801			(4,383,791	)		(1,396,591	)
Increase/Deduction for awards granted during prior FYs that vested during applicable FY, determined based on change in ASC 718 fair value from prior FY-end to vesting date		5,774,428			1,601,852			3,697,387			906,941			(4,556,992	)		(1,149,908	)
Deduction for change in the actuarial present values reported under the change in pension value and nonqualified deferred compensation earnings column of the summary compensation table for applicable FY		—			(293,347	)		—			(398,257	)		—			(1,481,594	)
Increase for service cost during applicable FY for pension plans		547,047			303,171			38,004			343,085			258,773			394,097
Total Adjustments		39,242,616			11,277,459			6,990,402			1,651,928			(6,284,001	)		(3,022,520	)
Compensation Actually Paid		53,284,794			16,672,001			19,398,601			6,555,430			4,863,722			2,626,215

Non-PEO NEO Average Total Compensation Amount

$ 5,394,542

4,903,501

5,648,735

Non-PEO NEO Average Compensation Actually Paid Amount

$ 16,672,001

6,555,430

2,626,215

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(2)	The calculation of Compensation Actually Paid reflects certain adjustments (deductions and increases) to the Total Compensation that is reflected in the Summary Compensation Table for the CEO and the Non-CEO NEOs as set forth below:


	2022						2021						2020
	CEO			Average Non-CEO NEOs			CEO			Average Non-CEO NEOs			CEO			Average Non-CEO NEOs
Summary Compensation Table Total Compensation		14,042,178			5,394,542			12,408,198			4,903,501			11,147,723			5,648,735
Deduction for amounts reported under Stock Awards and Option Awards columns in the Summary Compensation Table for the applicable fiscal year (“FY”)		(10,000,039	)		(3,262,506	)		(8,500,056	)		(2,762,528	)		(8,499,980	)		(2,887,523	)
Increase based on ASC 718 fair value of awards granted during applicable FY that remain unvested and outstanding as of applicable FY-end, determined as of applicable FY-end		18,133,777			5,565,366			7,112,128			2,320,886			10,897,989			3,498,999
Increase based on ASC 718 fair value of awards granted during applicable FY that vested during the same applicable FY, determined as of vesting date		—			—			—			—			—			—
Increase/Deduction for awards granted during prior FYs that were outstanding and unvested as of applicable FY-end, determined based on change in ASC 718 fair value from prior FY-end to applicable FY-end		24,787,403			7,362,923			4,642,939			1,241,801			(4,383,791	)		(1,396,591	)
Increase/Deduction for awards granted during prior FYs that vested during applicable FY, determined based on change in ASC 718 fair value from prior FY-end to vesting date		5,774,428			1,601,852			3,697,387			906,941			(4,556,992	)		(1,149,908	)
Deduction for change in the actuarial present values reported under the change in pension value and nonqualified deferred compensation earnings column of the summary compensation table for applicable FY		—			(293,347	)		—			(398,257	)		—			(1,481,594	)
Increase for service cost during applicable FY for pension plans		547,047			303,171			38,004			343,085			258,773			394,097
Total Adjustments		39,242,616			11,277,459			6,990,402			1,651,928			(6,284,001	)		(3,022,520	)
Compensation Actually Paid		53,284,794			16,672,001			19,398,601			6,555,430			4,863,722			2,626,215

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid vs. Net Income [Text Block]

Description of Relationship Between Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our

Non-CEO

NEOs, and our net income during the three most recently completed fiscal years. Payouts under the company’s cash incentive and LTI programs are determined based on attainment of

pre-established

metrics and remain highly sensitive to stockholder returns and our operational performance. As a result, while net income was not a specified metric under the company’s cash incentive and LTI programs, our significant improvement in net income over the three most recently completed fiscal years aligns with the Compensation Actually Paid to our CEO and the average of Compensation Actually Paid to our

Non-CEO

NEOs.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Description of Relationship Between Compensation Actually Paid and Ranking of Our

One-Year

Relative TSR Performance

The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our

Non-CEO

NEOs, and the ranking of our

one-year

TSR performance as compared to that of each company in the Proxy Peer Group and to the S&P 500 Total Return Index during each of the three most recently completed fiscal years, which we selected as the Company Selected Measure. As described in footnote 4 above, PSUs awarded to our CEO and our

Non-CEO

NEOs are a substantial portion of their total compensation and vesting and payouts under our PSUs are tied to our relative three-year TSR to effectively measure our performance compared to peers. As a result, Compensation Actually Paid to our CEO and the average of Compensation Actually Paid to our

Non-CEO

NEOs may not align with our one-year relative TSR performance.

Tabular List [Table Text Block]

Tabular List of Most Important Financial Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our CEO and

Non-CEO

NEOs for 2022 to company performance.


Performance Measures		Other Considerations
• Relative TSR is a metric under our PSU program to effectively measure our performance compared to peers and the S&P 500 Total Return Index over a three-year period. • Production is a metric under our AIP tied to our annual financial results and is the primary output of our E&P investments. • Capital and Exploratory Spend is a metric under our AIP aligned to sustainability and profitability of our business. • Controllable Operated Cash Costs is a metric under our AIP tied to our annual financial results to manage expenses and maximize cash margin. • CROCE is a metric under our AIP to measure the company’s use of capital. • EBITDAX is a metric under our AIP to measure the company’s ability to generate cash from operations. • Exploration Resource Additions is a metric under our AIP to measure the sustainability and growth of the company.		The measures in this table are not ranked. For additional details regarding these performance measures, please see “Compensation Discussion and Analysis” section beginning on page 20. In addition to the performance measures listed here, the committee also considers environment, health and safety goals that are included in our AIP and underscore the importance of sustainability, health and safety and its integration into our strategy and operations, incentivizing management to continue to build on our industry leading performance in these areas. The committee also assesses individual performance based on goals set at the beginning of each year, specific to each NEO, as described in “Assessment of Individual Performance” beginning on page 30.