EOG RESOURCES INC
For the period ended May 21, 2025. Filed Mar 28, 2025.
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May 21, 2025 · Filed Mar 28, 2025
Contents
Key Compensation Program Features
Our 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, cash flow, safety and environmental performance, unit costs and stock price performance |
| ✓ | 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 referenced above and 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 guidelines 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 |
20 EOG RESOURCES, INC.
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