EOG RESOURCES INC, DEF 14A filed on 3/28/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name EOG Resources, Inc.
Entity Central Index Key 0000821189
v3.25.1
Pay vs Performance Disclosure
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2021
Sep. 30, 2021
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Pay-Versus-Performance
Disclosure
 
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of SEC Regulation
S-K,
we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our
non-CEO
NEOs and certain financial performance of the company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by, or paid to, our NEOs during a covered year. For further information regarding the company’s
pay-versus-performance
philosophy and how the company aligns executive compensation with the company’s performance, refer to the “Compensation Discussion and Analysis” section above. For purposes of the below tables and related disclosures, “CEO 1” refers to William R. Thomas (our CEO in 2020 and in 2021, until his retirement effective September 30, 2021) and “CEO 2” refers to Ezra Y. Yacob (our CEO in 2021, effective October 1, 2021, and in 2022, 2023 and 2024).
 
                           
Value of Initial Fixed
$100 Investment
Based On:
        
 Year
  
Summary
Compensation
Table Total
for CEO 1
(a)
  
Compensation
Actually Paid
to CEO 1
(b)
  
Summary
Compensation
Table Total
for CEO 2
(c)
  
Compensation
Actually Paid
to CEO 2
(d)
  
Average
Summary
Compensation
Table Total
for
Non-CEO
NEOs
(e)
  
Average
Compensation
Actually Paid to
Non-CEO
NEOs
(f)
  
TSR
  
Peer Group
TSR
(g)
  
Net
Income/
(Loss)
(in
millions)
  
ROCE*
(h)
  
2024
       n/a         n/a     $ 16,214,625       $17,100,529       $4,544,310      $ 4,925,008     $ 185.56     $ 181.25      $ 6,403       25.1 %
2023
       n/a         n/a     $ 14,558,772       $11,497,316       $5,462,270      $ 3,490,889     $ 177.90     $ 191.57      $ 7,594       27.5 %
2022
       n/a         n/a     $ 12,641,202     $ 18,973,135       $ 5,102,832      $ 8,514,455     $ 181.58     $ 191.50      $ 7,759       35.8 %
2021
      
$8,602,291
        $ 23,431,751     $ 9,752,887     $ 13,893,824       $4,687,403      $ 8,701,274     $ 115.74     $ 120.82      $ 4,664       23.0 %
2020
      
$7,891,608
       ($ 4,041,765 )       n/a       n/a       $ 2,845,816     ($ 121,066 )     $ 61.36     $ 64.58     ($ 605 )       4.3 %
 
(a)
Amounts represent the total compensation reported for Mr. Thomas in the Summary Compensation Table for his service as CEO in 2021 (until his retirement effective September 30, 2021) and 2020.
 
(b)
Amounts reported in this column are based on the total compensation reported for Mr. Thomas in the Summary Compensation Table for his service as CEO in 2021 (until his retirement effective September 30, 2021) and 2020, adjusted in accordance with SEC rules, for each year, by: (1) deducting the grant date fair value of equity awards reported in the Stock Awards column of the Summary Compensation Table for such year, (2) adding the year-end fair value of equity awards granted in each year that remained unvested at the end of such year, (3) adding the change in fair value of equity awards granted in prior years that vested in such year, (4) adding the change in fair value of outstanding and unvested equity awards granted in prior years, and (5) adding the value of dividends on stock awards not otherwise reflected in fair value or total compensation. Fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes.
 
(c)
Amounts represent the total compensation reported for Mr. Yacob in the Summary Compensation Table for his service as CEO in 2024, 2023, 2022 and 2021 (effective October 1, 2021).
 
(d)
Amounts reported in this column are based on the total compensation reported for Mr. Yacob in the Summary Compensation Table for his service as CEO in 2024, 2023, 2022 and 2021 (effective October 1, 2021), adjusted in accordance with SEC rules, for each year, by: (1) deducting the grant date fair value of equity awards reported in the Stock Awards column of the Summary Compensation Table for such year, (2) adding the year-end fair value of equity awards granted in each year that remained unvested at the end of such year, (3) adding the change in fair value of equity awards granted in prior years that vested in such year, (4) adding the change in fair value of outstanding and unvested equity awards granted in prior years, and (5) adding the value of dividends on stock awards not otherwise reflected in fair value or total compensation. Fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes. The adjustments for 2024 are shown in the table below.
 
   
Summary
Compensation
Table Total
for CEO 2
  
Reported
Fair Value
of Equity
Awards for
CEO 2
  
Year-end
Fair Value
of Equity
Awards for
CEO 2
  
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in the
Year for CEO 2
  
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year for CEO 2
  
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in Prior
Years for
CEO 2
  
Value of
Dividends on
Stock Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
for CEO 2
  
Compensation
Actually Paid
to CEO 2
CEO 2
     $ 16,214,625     ($ 11,439,317 )     $ 11,165,966     ($ 109,549 )     $ 0       $617,377     $ 651,427     $ 17,100,529
Non-CEO NEOs
     $ 4,544,310     ($ 2,905,259 )     $ 2,828,403      $ 54,352     $ 0       $207,813     $ 195,389     $ 4,925,008
 
(e)
Amounts represent the average of the total compensation reported in the
Summary
Compensation Table for our NEOs, other than the then-CEO(s) (our “non-CEO NEOs”), for 2024, 2023, 2022, 2021 and 2020. Our non-CEO NEOs for the covered years were as follows: for 2024, Ms. Janssen and Messrs. Leitzell, Donaldson and Helms; for 2023, Messrs. Helms, Timothy K. Driggers, Donaldson and Leitzell; for 2022, Messrs. Helms, Driggers, Donaldson and Kenneth W. Boedeker; for 2021, Messrs. Helms, Driggers, Donaldson and Leitzell; and for 2020, Messrs. Helms, Driggers, Donaldson and Yacob.
 
(f)
Amounts reported in this column are based on the average of the total compensation reported in the Summary Compensation Table for our non-CEO NEOs for 2024, 2023, 2022, 2021 and 2020, adjusted in accordance with SEC rules, for each year, by: (1) deducting the grant date fair value of equity awards reported in the Stock Awards column of the Summary Compensation Table for such year, (2) adding the year-end fair
value
of equity awards granted in each year that remained unvested
 
 
  at the end of such year, (3) adding the change in fair value of equity awards granted in prior years that vested in such year, (4) adding the change in fair value of outstanding and unvested equity awards granted in prior years, and (5) adding the value of dividends on stock awards not otherwise reflected in fair value or total compensation. Fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes. The adjustments for 2024 are shown in the table above.
 
(g)
Value represents the TSR of the Standard & Poor’s 500 Oil & Gas Exploration & Production Index (“S&P O&G E&P”) based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019, through and including December 31 of each respective year. TSR calculations reflect reinvestment of dividends. The S&P O&G E&P is the peer group used by EOG for purposes of Item 201(e) of Regulation S-K under the Exchange Act in EOG’s Annual Report on Form 10-K for the year ended December 31, 2024.
 
(h)
ROCE* has
been
identified as our company-selected measure as it is the most important financial measure used to link compensation actually paid to our NEOs to company performance for the most recently completed fiscal year. ROCE* is a heavily weighted performance metric under our short-term incentive plan (i.e., in the determination of annual bonuses) and was added as a performance modifier for the performance units awarded under our long-term incentive plan in September 2022. Refer to Annex A for the calculation of ROCE for each of the fiscal years.
       
Company Selected Measure Name     ROCE        
Named Executive Officers, Footnote    
(e)
Amounts represent the average of the total compensation reported in the
Summary
Compensation Table for our NEOs, other than the then-CEO(s) (our “non-CEO NEOs”), for 2024, 2023, 2022, 2021 and 2020. Our non-CEO NEOs for the covered years were as follows: for 2024, Ms. Janssen and Messrs. Leitzell, Donaldson and Helms; for 2023, Messrs. Helms, Timothy K. Driggers, Donaldson and Leitzell; for 2022, Messrs. Helms, Driggers, Donaldson and Kenneth W. Boedeker; for 2021, Messrs. Helms, Driggers, Donaldson and Leitzell; and for 2020, Messrs. Helms, Driggers, Donaldson and Yacob.
 
(f)
Amounts reported in this column are based on the average of the total compensation reported in the Summary Compensation Table for our non-CEO NEOs for 2024, 2023, 2022, 2021 and 2020, adjusted in accordance with SEC rules, for each year, by: (1) deducting the grant date fair value of equity awards reported in the Stock Awards column of the Summary Compensation Table for such year, (2) adding the year-end fair
value
of equity awards granted in each year that remained unvested
       
Peer Group Issuers, Footnote     Value represents the TSR of the Standard & Poor’s 500 Oil & Gas Exploration & Production Index (“S&P O&G E&P”) based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019, through and including December 31 of each respective year. TSR calculations reflect reinvestment of dividends. The S&P O&G E&P is the peer group used by EOG for purposes of Item 201(e) of Regulation S-K under the Exchange Act in EOG’s Annual Report on Form 10-K for the year ended December 31, 2024.        
Adjustment To PEO Compensation, Footnote    
(d)
Amounts reported in this column are based on the total compensation reported for Mr. Yacob in the Summary Compensation Table for his service as CEO in 2024, 2023, 2022 and 2021 (effective October 1, 2021), adjusted in accordance with SEC rules, for each year, by: (1) deducting the grant date fair value of equity awards reported in the Stock Awards column of the Summary Compensation Table for such year, (2) adding the year-end fair value of equity awards granted in each year that remained unvested at the end of such year, (3) adding the change in fair value of equity awards granted in prior years that vested in such year, (4) adding the change in fair value of outstanding and unvested equity awards granted in prior years, and (5) adding the value of dividends on stock awards not otherwise reflected in fair value or total compensation. Fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes. The adjustments for 2024 are shown in the table below.
 
   
Summary
Compensation
Table Total
for CEO 2
  
Reported
Fair Value
of Equity
Awards for
CEO 2
  
Year-end
Fair Value
of Equity
Awards for
CEO 2
  
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in the
Year for CEO 2
  
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year for CEO 2
  
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in Prior
Years for
CEO 2
  
Value of
Dividends on
Stock Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
for CEO 2
  
Compensation
Actually Paid
to CEO 2
CEO 2
     $ 16,214,625     ($ 11,439,317 )     $ 11,165,966     ($ 109,549 )     $ 0       $617,377     $ 651,427     $ 17,100,529
Non-CEO NEOs
     $ 4,544,310     ($ 2,905,259 )     $ 2,828,403      $ 54,352     $ 0       $207,813     $ 195,389     $ 4,925,008
       
Non-PEO NEO Average Total Compensation Amount     $ 4,544,310 $ 5,462,270 $ 5,102,832 $ 4,687,403 $ 2,845,816
Non-PEO NEO Average Compensation Actually Paid Amount     $ 4,925,008 3,490,889 8,514,455 8,701,274 (121,066)
Adjustment to Non-PEO NEO Compensation Footnote    
(d)
Amounts reported in this column are based on the total compensation reported for Mr. Yacob in the Summary Compensation Table for his service as CEO in 2024, 2023, 2022 and 2021 (effective October 1, 2021), adjusted in accordance with SEC rules, for each year, by: (1) deducting the grant date fair value of equity awards reported in the Stock Awards column of the Summary Compensation Table for such year, (2) adding the year-end fair value of equity awards granted in each year that remained unvested at the end of such year, (3) adding the change in fair value of equity awards granted in prior years that vested in such year, (4) adding the change in fair value of outstanding and unvested equity awards granted in prior years, and (5) adding the value of dividends on stock awards not otherwise reflected in fair value or total compensation. Fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes. The adjustments for 2024 are shown in the table below.
 
   
Summary
Compensation
Table Total
for CEO 2
  
Reported
Fair Value
of Equity
Awards for
CEO 2
  
Year-end
Fair Value
of Equity
Awards for
CEO 2
  
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in the
Year for CEO 2
  
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year for CEO 2
  
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in Prior
Years for
CEO 2
  
Value of
Dividends on
Stock Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
for CEO 2
  
Compensation
Actually Paid
to CEO 2
CEO 2
     $ 16,214,625     ($ 11,439,317 )     $ 11,165,966     ($ 109,549 )     $ 0       $617,377     $ 651,427     $ 17,100,529
Non-CEO NEOs
     $ 4,544,310     ($ 2,905,259 )     $ 2,828,403      $ 54,352     $ 0       $207,813     $ 195,389     $ 4,925,008
       
Compensation Actually Paid vs. Total Shareholder Return    
The chart below reflects how the compensation actually paid (“CAP”) over the five-year period ended December 
31
, 2024 aligns to trends in EOG’s TSR over the same period. In addition, the chart reflects that EOG’s TSR over the five-year period aligns closely to the TSR of the S&P O&G E&P index over the same period. In 2020, the negative compensation actually paid to Mr. Thomas and the
non-CEO
NEOs was primarily impacted by EOG’s stock price depreciation of 40%. In 2021, the compensation actually paid was primarily impacted by EOG’s stock price appreciation of 78%. For 2022, the compensation actually paid to Mr. Yacob and the
non-CEO
NEOs was primarily impacted by EOG’s stock price appreciation of 46%. For 2023, the compensation actually paid to Mr. Yacob and the
non-CEO
NEOs was primarily impacted by EOG’s stock price depreciation of 7%. For 2024, the compensation actually paid to Mr. Yacob and the
non-CEO
NEOs was primarily impacted by EOG’s stock price appreciation of 1%.
 
 

        
Compensation Actually Paid vs. Net Income    
The chart below reflects how the compensation actually paid (“CAP”) over the five-year period ended December 31, 2024 aligns to trends in EOG’s net income (loss) over the same period.
 
 
LOGO
       
Compensation Actually Paid vs. Company Selected Measure    
The chart below reflects how the compensation actually paid (“CAP”) over the five-year period ended December 31, 2024 aligns to trends in EOG’s ROCE* over the same period.
 
 
LOGO
       
Total Shareholder Return Vs Peer Group    
The chart below reflects how the compensation actually paid (“CAP”) over the five-year period ended December 
31
, 2024 aligns to trends in EOG’s TSR over the same period. In addition, the chart reflects that EOG’s TSR over the five-year period aligns closely to the TSR of the S&P O&G E&P index over the same period. In 2020, the negative compensation actually paid to Mr. Thomas and the
non-CEO
NEOs was primarily impacted by EOG’s stock price depreciation of 40%. In 2021, the compensation actually paid was primarily impacted by EOG’s stock price appreciation of 78%. For 2022, the compensation actually paid to Mr. Yacob and the
non-CEO
NEOs was primarily impacted by EOG’s stock price appreciation of 46%. For 2023, the compensation actually paid to Mr. Yacob and the
non-CEO
NEOs was primarily impacted by EOG’s stock price depreciation of 7%. For 2024, the compensation actually paid to Mr. Yacob and the
non-CEO
NEOs was primarily impacted by EOG’s stock price appreciation of 1%.
 
 

        
Tabular List, Table    
The following table sets forth an unranked list of the most important financial performance measures, including the company-selected measure, used by the company to link compensation actually paid for all NEOs to company performance for 2024.
 
Financial Performance Measures
Absolute Total Stockholder Return
Relative Total Stockholder Return
Return on Capital Employed*
        
Total Shareholder Return Amount     $ 185.56 177.9 181.58 115.74 61.36
Peer Group Total Shareholder Return Amount     181.25 191.57 191.5 120.82 64.58
Net Income (Loss)     $ 6,403,000,000 $ 7,594,000,000 $ 7,759,000,000 $ 4,664,000,000 $ (605,000,000)
Company Selected Measure Amount     25.1 0.275 0.358 0.23 0.043
Measure:: 1              
Pay vs Performance Disclosure              
Name     Absolute Total Stockholder Return        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Relative Total Stockholder Return        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Return on Capital Employed        
Mr. Thomas [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount           $ 8,602,291 $ 7,891,608
PEO Actually Paid Compensation Amount           23,431,751 $ (4,041,765)
PEO Name   Mr. Thomas         Mr. Thomas
Mr. Yacob [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 16,214,625 $ 14,558,772 $ 12,641,202 9,752,887  
PEO Actually Paid Compensation Amount     $ 17,100,529 $ 11,497,316 $ 18,973,135 $ 13,893,824  
PEO Name Mr. Yacob   Mr. Yacob Mr. Yacob Mr. Yacob    
PEO | Mr. Yacob [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ (11,439,317)        
PEO | Mr. Yacob [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     11,165,966        
PEO | Mr. Yacob [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     617,377        
PEO | Mr. Yacob [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Mr. Yacob [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (109,549)        
PEO | Mr. Yacob [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     651,427        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (2,905,259)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     2,828,403        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     207,813        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     54,352        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 195,389        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We did not grant any SARs or stock options to our NEOs in 2024, as grants of SARs and stock options are not a component of our executive compensation program. Further, we do not have a formal policy with respect to the timing of such grants and, therefore, (i) do not grant SARs or stock options in anticipation of the release of material nonpublic information (“MNPI”), (ii) do not time the release of MNPI based on SAR or stock option grant dates or for the purpose of affecting the value of executive compensation and (iii) do not take MNPI into account when determining the timing and terms of SAR or stock option grants.
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true