Hess Midstream LP Stock Compensation Disclosure
Note 9. Equity-Based Compensation
We adopted the Hess Midstream LP 2017 Long-Term Incentive Plan (the “LTIP”). Awards under the LTIP are available for officers, directors and employees of our general partner or its affiliates, and any individuals who perform services for the Company. The LTIP provides the Company with the flexibility to grant restricted share awards, restricted shares, phantom units, share options, share appreciation rights, distribution equivalent rights, profits interest shares and other equity‑based awards. The LTIP limits the number of shares that may be delivered pursuant to vested awards to 3,000,000 Class A Shares.
Under the LTIP, we granted phantom unit awards with distribution equivalent rights to certain officers, employees and directors. These phantom units and distribution equivalent rights vest ratably over a three‑year period for officers and employees, and vest after one year for directors. Each phantom unit represents the right to receive one Class A Share upon vesting (or an equivalent amount of cash). Cash distributions on the phantom units accumulate and are paid upon vesting. Fair value of phantom units is based on the fair value of Class A Shares on the grant date.
Equity‑based award activity for the year ended December 31, 2022 was as follows:
|
|
|
|
|
Weighted Average |
|
||
|
|
|
|
|
Award Date |
|
||
|
|
Number of Shares |
|
|
Fair Value |
|
||
Outstanding and unvested shares at December 31, 2021 |
|
|
187,931 |
|
|
$ |
16.75 |
|
Granted |
|
|
53,548 |
|
|
|
33.52 |
|
Vested |
|
|
(95,778 |
) |
|
|
16.89 |
|
Outstanding and unvested shares at December 31, 2022 |
|
|
145,701 |
|
|
$ |
22.82 |
|
(in millions) |
2022 |
|
|
2021 |
|
|
2020 |
|
||||||
Fair value of shares granted |
$ |
|
1.8 |
|
|
$ |
|
1.8 |
|
|
$ |
|
1.9 |
|
Fair value of shares vested |
$ |
|
1.6 |
|
|
$ |
|
1.8 |
|
|
$ |
|
1.5 |
|
During the year ended December 31, 2022, we recognized compensation expense related to the outstanding awards of $1.6 million (2021: $1.4 million, 2020: $1.5 million). As of December 31, 2022, $1.9 million of compensation cost related to our unvested restricted shares awarded under the LTIP remains to be recognized over an expected weighted‑average period of 1.8 years.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.