We have established and maintain LTIP for the granting of restricted common shares, PSUs and stock options to our employees. At December 31, 2024, the total number of authorized common stock under the LTIP was 63.5 million shares, of which we have 18.4 million shares available for issuance. Share‑based compensation expense consisted of the following:


	2024		2023		2022

	(In millions)
Restricted stock	$	88	$	55	$	52
Performance share units	8		21		20
Stock options	4		11		11
Share-based compensation expense before income taxes	$	100	$	87	$	83
Income tax benefit on share-based compensation expense	$	—	$	—	$	—

Based on share‑based compensation awards outstanding at December 31, 2024, unearned compensation expense, before income taxes, of $100 million is expected to be recognized over a weighted average period of 1.8 years.

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 2024:


	Shares of Restricted Common Stock	Weighted - Average Price on Date of Grant

	(In thousands, except per share amounts)
Outstanding at January 1, 2024	1,021	$	113.47
Granted	827	142.77
Vested (a)	(580)	104.66
Forfeited	(39)	131.88
Outstanding at December 31, 2024	1,229	$	136.76

For the PSUs granted in 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 PSUs 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. There were no PSUs granted in 2024.


	Performance Share Units	Weighted - Average Fair Value on Date of Grant

	(In thousands, except per share amounts)
Outstanding at January 1, 2024	512	$	119.77
Granted	—	—
Vested (a)	(205)	86.70
Forfeited	(1)	155.62
Outstanding at December 31, 2024	306	$	141.81


	2024	2023			2022
Risk free interest rate	—	4.61		%	1.59		%
Stock price volatility	—	0.478			0.584
Contractual term in years	—	3.0			3.0
Grant date price of Hess common stock	—	$	141.95		$	101.17

Stock options vest equally on an annual basis 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 2024:


	Number of options (In thousands)	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term
Outstanding at January 1, 2024	1,510	$	78.85	6.1 years
Granted	—	—
Exercised	(273)	75.48

Forfeited	(3)	123.56
Outstanding at December 31, 2024	1,234	$	79.49	6.0 years

At December 31, 2024, there were 1.2 million outstanding stock options (1.0 million exercisable) with a weighted average exercise price of $79.49 per share ($70.07 per share for exercisable options), a weighted average remaining contractual life of 6.0 years (5.6 years for exercisable options) and an aggregate intrinsic value of $68 million ($65 million for exercisable options). The intrinsic value of stock options exercised in 2024 was $19 million (2023: $13 million, 2022: $44 million).


	2024	2023			2022
Risk free interest rate	—	4.20		%	1.66		%
Stock price volatility	—	0.469			0.457
Dividend yield	—	1.24		%	1.48		%
Expected life in years	—	6.0			6.0
Weighted average fair value per option granted	—	$	63.45		$	39.51

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.