Contrarian Corpus
activist full deck proxy fight
2013-01-29 · 48 pages

Hess Corporation HES

N 5 Narrative
V 4 Visual
C 4 Craft
Original source ↗

The three reasons

  1. 1

    Hess intrinsic value is over $126/share — 94-153% upside to the current price

  2. 2

    Board has zero independent directors with oil & gas operating experience and 13-year average tenure

  3. 3

    Management destroyed 20%+ of market cap through failed exploration and Bakken cost overruns

Primary demands

  • Elect 5 highly qualified independent Shareholder Nominees to the board (Chase, Golub, Kurz, McManus, Smith)
  • Refocus portfolio via tax-free spin-off of Bakken/Eagle Ford/Utica into Hess Resource Co.
  • Divest downstream assets and monetize midstream (Tioga gas plant, Bakken rail terminal)
  • Streamline Hess International by focusing conventional portfolio on core areas
  • Improve operational focus to halt cost overruns in Bakken
  • Instill capital discipline: cut exploration budget and return cash to shareholders

KPIs cited

Intrinsic value per share
$96.71 to $126.24 vs. Hess Today at $49.85 (94-153% upside)
CEO tenure total return
Hess +234.7% vs. Proxy Peers +567.6% over John Hess's 17-year tenure (332.9pp underperformance)
5-year total shareholder return
Hess -26.1% vs. Proxy Peers +4.5% (30.6pp underperformance)
Independent directors with oil & gas operating experience
0% at Hess vs. 31% peer average
Non-management director tenure
~13 years at Hess vs. ~8 years peer average
Exploration value destruction
$4.0 billion lost over 5 years (~20% of market cap) per Wood Mackenzie
Bakken cost overruns NAV impact
$5.6 billion potential loss in NAV (~30% of market cap) if unchecked
EBITDAX multiple
Hess 3.0x vs. Bakken operators 8.4x vs. Large Cap Int'l 4.3x (2012E)
Say on Pay support
Hess received 51% vs. 87% S&P 500 average — 427th of 450
Votes withheld from directors
Brady 38.8%, Kean 39.2%, Olson 33.2% vs. <5% S&P 500 non-contested average
Dividend CAGR 2002-2012E
0.0% at Hess, bottom of peer set (vs. 21.7% EOG, 21.0% Devon)
Bakken acreage
750,000 net acres — second-largest public holder after CLR
Management directors on board
3 at Hess vs. peer average of 1.4
Cumulative CEO compensation percentile
73rd percentile vs. TSR in 20th percentile over 5 years

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Notable slides (8)

Notes

Classic Elliott proxy-fight deck. Strong SCQA structure: Situation (Hess underperforms on any timeframe), Complication (unfocused portfolio + weak governance + failed execution), Question (what to do), Answer (spin-off Bakken + elect 5 new directors). Notable rhetorical devices: (1) CEO quote-contradiction used repeatedly — e.g., John Hess 'you can't judge us on one-year basis' paired with 17-year underperformance table; 'we want to live within our cash flow' quotes from 2006-2012 vs. actual FCF shortfalls; 2003 exploration focus areas vs. 2012 reality showing drift into Kurdistan/Paris Basin. (2) Co-opts Hess's own green branding for the deck (HESS logo on every slide). (3) Uses shareholder nominees' own quotes from prior careers to contrast with Hess management. (4) Sum-of-parts waterfall on page 9 is the money slide: $49.85 today → $126.24 pro forma. (5) Website www.ReassessHess.com as campaign hub. Appendix continues with full bios and supporting detail. Deck sets up the 2013 proxy contest at Hess's 2013 Annual Meeting — filed Jan 29, 2013 per disclaimer.