EOG RESOURCES INC
For the period ended May 22, 2024. Filed Mar 28, 2024.
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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 22, 2024 · Filed Mar 28, 2024
Contents
Compensation Objectives
Our executive compensation program is designed to attract and retain a highly qualified and motivated management team and appropriately reward individual executive officers for their contributions to the achievement of our key short-term and long-term goals. The Compensation Committee is guided by the following key principles in determining the compensation of our CEO and other NEOs:
| Objective | Compensation Program Attributes |
|---|---|
| Competitive and Market-Based | • Target compensation opportunities reference the middle range of our peer group, while also considering general industry market data, job scope and individual situations • Three-year “cliff” vesting periods enhance the long-term retention of our NEOs |
| Pay for Company Performance | • Compensation opportunities are designed to reward our executive officers for achieving our critical financial, strategic, operational and organizational goals • Performance-based design incentivizes the achievement of a balance of short- and long-term business objectives, key to positioning EOG for long-term success • When goals are not achieved, compensation opportunities will result in below-target outcomes |
| Pay for Individual Performance | • NEOs are held accountable for achievement of individual performance goals • If individual performance goals are not achieved, compensation opportunities may result in below-target outcomes |
| Aligned with Stockholder Interests | • Long-term incentive awards comprised of performance units and restricted stock/RSUs make up a significant portion of each NEO’s compensation opportunity • 77% of CEO pay for 2023 is directly linked to stock price performance • NEOs are subject to stock ownership requirements |
20 EOG RESOURCES, INC.
Each of the components of our executive compensation program plays a unique role in meeting our compensation objectives:
| Compensation Element | Role in Total Compensation |
|---|---|
| Base Salary | • Provides a competitive level of fixed compensation based on the individual’s role, experience, qualifications and performance |
| Annual Bonus | • Aligns NEO compensation with our annual financial, strategic, operational and organizational performance • Recognizes individual contributions to our annual performance • Communicates the Board’s evaluation of our annual performance |
| Long-Term Incentives — Performance Units and Restricted Stock/RSUs | • Aligns NEO compensation with sustained long-term value creation • Creates a meaningful and sustained ownership stake in EOG • Fosters retention through forfeitable awards • Requires competitive stock performance against both industry and broader-market benchmarks as well as strong ROCE* performance to achieve or surpass targeted compensation levels • Requires compliance with a non-compete to receive continued vesting of equity awards upon retirement |
| Post-Termination Compensation and Benefits | • Provides a competitive level of income protection |
| Benefits — Retirement, Health and Welfare | • Provides financial security for various life events (e.g., disability or death) • Matches benefits generally provided to other EOG employees |
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