| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure and Appointment of Directors
On December 4, 2025, Andrew B. Walz resigned from the Board of Directors (the “Board”) of Hess Midstream GP LLC (“GP LLC”), the general partner of Hess Midstream GP LP, a Delaware limited partnership (the “General Partner”) and the general partner of Hess Midstream LP, a Delaware limited partnership (the “Company”), effective immediately. Mr. Walz’s resignation follows his appointment as an executive officer of Chevron Corporation1 and was not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Walz’s resignation, Kristi H. McCarthy was designated Chairman of the Board. Also on December 4, 2025, in connection with the vacancy created by the resignation described above, Barbara F. Harrison was appointed as a member of the Board, effective immediately.
Ms. Harrison is vice president, Crude Supply and Trading at Chevron U.S.A. Inc., a subsidiary of Chevron (“CUSA”), a position she has held since April 2024. In this role, she is responsible for the function that trades crude and condensate products and manages price exposure through paper trading. From November 2021 to April 2024, Ms. Harrison served as vice president, Offsets & Emerging, Chevron New Energies at CUSA, where she was responsible for investing in new energy solutions. From October 2019 to November 2021, she served as the general manager of Value Chain Optimization (“VCO”), International Fuels and Lubricants (“IF&L”), based in Asia, where she was responsible for strategic planning for IF&L and optimizing crude supply and product placements within Chevron’s refining and marketing systems across Asia and Australia. Ms. Harrison joined Chevron in 2000, and, in addition to the roles described above, has held positions in the Planning and Change Management Office as well as several positions of increasing responsibility across the Downstream and Chemicals business, including Manufacturing, Strategy, VCO and Retail. From November 2020 to November 2021, Ms. Harrison served as a director of Star Petroleum Refining Public Company Limited, Chevron’s 60.6 percent-owned refinery that is publicly traded on the Stock Exchange of Thailand.
The Company is managed and controlled by GP LLC. GP LLC is wholly owned by Hess Infrastructure Partners GP LLC (“HIP GP”), and HIP GP is owned 100% by Hess Investments North Dakota LLC, a Delaware limited liability company (“HINDL”). Chevron, as the indirect parent of HINDL, the sole member of HIP GP, has the right to appoint all of the members of the Board. Ms. Harrison, as the successor of Mr. Walz, was nominated by Chevron and elected to the Board by HIP GP. Ms. Harrison is not expected to serve on any committee of the Board.
Certain individuals, including officers and directors of Chevron, HINDL, HIP GP and the General Partner, serve as officers and/or directors of more than one of such other entities. The officers or employees of CUSA or any subsidiary of Chevron who serve as members of the Board do not receive additional compensation from the Company or the General Partner for their service as a member of the Board. Accordingly, Ms. Harrison will not receive additional compensation from the Company or the General Partner for her service on the Board. Ms. Harrison will have rights to indemnification by the Company pursuant to the Company’s Amended and Restated Agreement of Limited Partnership.
Ms. Harrison does not have any direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K other than through her employment with CUSA or any subsidiary of Chevron.
Relationships
For relationships between the Company, the General Partner, GP LLC, HIP GP and Hess Corporation, a direct, wholly owned subsidiary of Chevron Corporation, see Item 13 “Certain Relationships and Related Party Transactions and Director Independence” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated into this Item 5.02 by reference.
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Unless expressly stated otherwise herein, the term “Chevron” may refer to Chevron Corporation, one or more of its consolidated subsidiaries, or to all of them taken as a whole. All of these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs. |
