XML 41 R21.htm IDEA: XBRL DOCUMENT v3.24.0.1
Share-based Compensation
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Share-based Compensation
13.  Share-based Compensation
We have established and maintain LTIP for the granting of restricted common shares, PSUs and stock options to our employees.  At December 31, 2023, the total number of authorized common stock under the LTIP was 63.5 million shares, of which we have 19.9 million shares available for issuance.  Share‑based compensation expense consisted of the following:
 202320222021
 (In millions)
Restricted stock$55 $52 $49 
Performance share units21 20 18 
Stock options11 11 10 
Share-based compensation expense before income taxes$87 $83 $77 
Income tax benefit on share-based compensation expense$— $— $— 
Based on share‑based compensation awards outstanding at December 31, 2023, unearned compensation expense, before income taxes, of $89 million is expected to be recognized over a weighted average period of 1.8 years.
Our share-based compensation plans can be summarized as follows:
Restricted stock:
Restricted stock generally vests equally on an annual basis over a three-year term and is valued based on the prevailing market price of our common stock on the date of grant.  The following is a summary of restricted stock award activity in 2023:
 Shares of Restricted Common StockWeighted - Average Price on Date of Grant
 (In thousands, except per share amounts)
Outstanding at January 1, 20231,312 $80.61 
Granted470 141.76 
Vested (a)(735)73.24 
Forfeited(26)104.14 
Outstanding at December 31, 20231,021 $113.47 
(a)In 2023, restricted stock with a vesting date fair value of $104 million were vested (2022: $86 million; 2021: $72 million).
Performance share units:
PSUs generally vest three years from the date of grant and are valued using a Monte Carlo simulation on the date of grant.  
For the PSU's granted in 2021 and 2022, the number of shares of common stock to be issued under a PSU agreement is based on a comparison of the Corporation’s total shareholder return (TSR) to the TSR of a predetermined group of peer companies and the S&P 500 index over a three-year performance period ending December 31 of the year prior to settlement of the grant.  Payouts of the performance share awards will range from 0% to 200% of the target awards based on the Corporation’s TSR ranking within the peer
group.  Dividend equivalents for the performance period will accrue on performance shares but will only be paid out on earned shares after the performance period.  
For the PSU's granted in 2023, the number of shares of common stock to be issued under a PSU agreement is based on a comparison of the Corporation’s total shareholder return compound annual growth rate (TSR CAGR) to the TSR CAGR of the SPDR S&P Oil & Gas Exploration and Production ETF (XOP), with a modifier determined by comparing the Corporation’s TSR CAGR to the TSR CAGR of the S&P 500 index, over a three-year performance period ending December 31, 2025. Payout of the performance share awards will range from 0% to 200% of the target awards based on the comparison of the Corporation’s TSR CAGR to the XOP's TSR CAGR. The modifier can only adjust the payout percentage by plus or minus 10%, up to a maximum of 210% or a minimum of 0%. Dividend equivalents for the performance period will accrue on performance shares but will only be paid out on earned shares after the performance period.
The following is a summary of PSU activity in 2023:
 Performance Share UnitsWeighted - Average Fair Value on Date of Grant
 (In thousands, except per share amounts)
Outstanding at January 1, 2023686 $81.25 
Granted130 178.80 
Vested (a)(303)57.93 
Forfeited(1)104.54 
Outstanding at December 31, 2023512 $119.77 
(a)In 2023, PSU’s with a vesting date fair value of $55 million were vested (2022: $37 million; 2021: $30 million).
The following weighted average assumptions were utilized to estimate the fair value of PSU awards:
 202320222021
Risk free interest rate4.61 %1.59 %0.29 %
Stock price volatility0.4780.5840.579
Contractual term in years3.03.03.0
Grant date price of Hess common stock$141.95 $101.17 $75.04 
Stock options:  
Stock options vest over three years from the date of grant, have a 10‑year term, and the exercise price equals the market price of our common stock on the date of grant.  The following is a summary of stock options activity in 2023:
 Number of options
(In thousands)		Weighted Average Exercise Price per ShareWeighted Average Remaining Contractual Term
Outstanding at January 1, 20231,481 $69.31 6.6 years
Granted189 141.71 
Exercised(157)64.34 
Forfeited(3)90.73 
Outstanding at December 31, 20231,510 $78.85 6.1 years
At December 31, 2023, there were 1.5 million outstanding stock options (1.0 million exercisable) with a weighted average exercise price of $78.85 per share ($64.07 per share for exercisable options), a weighted average remaining contractual life of 6.1 years (5.1 years for exercisable options) and an aggregate intrinsic value of $105 million ($88 million for exercisable options). The intrinsic value of stock options exercised in 2023 was $13 million (2022: $44 million, 2021: $45 million).
The following weighted average assumptions were utilized to estimate the fair value of stock options:
 202320222021
Risk free interest rate4.20 %1.66 %0.95 %
Stock price volatility0.4690.4570.470
Dividend yield1.24 %1.48 %1.33 %
Expected life in years6.06.06.0
Weighted average fair value per option granted$63.45 $39.51 $29.66 
In estimating the fair value of PSUs and stock options, the risk-free interest rate is based on the expected term of the award and is obtained from published sources.  The stock price volatility is determined from the historical stock prices of the Corporation using the expected term.