EOG RESOURCES INC

For the period ended May 20, 2026. Filed Mar 27, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2026 · Filed Mar 27, 2026

EOG$147.13+1.5%Stored close · as of Nov 6, 2026

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Contents

Key Compensation Program Features

Our executive compensation program continues to reflect an alignment with current governance trends, while maintaining a competitive compensation design to appropriately reward our executive officers for their contribution to the achievement of our short-term and long-term business goals and the creation and enhancement of stockholder value. Certain best practice, stockholder-friendly elements of our compensation program are described below.

Compensation Program Best Practices


✓	Strong pay-for-performance linkage between company performance, individual performance, and executive compensation outcomes
✓	Significant performance-based pay structure for our NEOs
✓	Structured Annual Bonus Plan, including bonus targets and metric weightings, tied to key financial, strategic, operational, and organizational goals
✓	Majority of Annual Bonus Plan goals tied to quantitative metrics measuring returns, free cash flow* generation, safety and environmental performance, unit costs, and well cost and quality
✓	Maximum payout opportunity of 200% under Annual Bonus Plan
✓	Long-term incentive program with majority of program tied to relative TSR against industry peers and broader market and absolute ROCE*
✓	Maximum payout opportunity of 200% for performance awards
✓	Performance awards may not be earned above target (100%) if EOG’s absolute TSR over the three-year performance period is negative
✓	EOG’s TSR performance is required to be above the median (i.e., the 50th percentile) of the Performance Peer Group (as defined below) in order to earn target (100% of the award) (subject to adjustment pursuant to the ROCE* modifier and negative TSR cap provisions discussed in further detail below)
✓	Clawback policy in place requiring recoupment of erroneously awarded incentive-based compensation in the event EOG is required to prepare a financial statement restatement
✓	Vesting of restricted stock/RSU and performance unit grants held by retiring NEOs based on original vesting date and subject to NEO’s compliance with non-compete agreement expiring on original vesting date
✓	Meaningful stock ownership by, and above market stock ownership requirements for, the NEOs
✓	Minimal perks and limited supplemental pension benefits
✓	No employment agreements
✓	No single-trigger change-in-control stock grant vesting or severance benefits and no excise tax gross-ups
✓	Anti-hedging and insider trading policies in place
✓	Engagement of an independent compensation consultant reporting to the Compensation Committee


2026 Proxy Statement	EOG Resources, Inc. \| 31

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.