Stock-Based Compensation | Stock-Based Compensation As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2023 Annual Report, EOG maintains various stock-based compensation plans. Stock-based compensation expense is included on the Condensed Consolidated Statements of Income and Comprehensive Income based upon the job function of the employees receiving the grants as follows (in millions): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Lease and Well $ 22 $ 16 $ 50 $ 39 Gathering, Processing and Transportation Costs 2 1 5 3 Exploration Costs 8 8 20 18 General and Administrative 26 32 73 66 Total $ 58 $ 57 $ 148 $ 126 At September 30, 2024, approximately 13 million common shares remained available for grant under the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Plan). EOG's policy is to issue shares related to the 2021 Plan grants from previously authorized unissued shares or treasury shares to the extent treasury shares are available. Stock Options and Stock-Settled Stock Appreciation Rights and Employee Stock Purchase Plan . The fair value of stock option grants and of stock-settled stock appreciation rights (SARs) grants is estimated using the Hull-White II binomial option pricing model. The fair value of Employee Stock Purchase Plan (ESPP) grants is estimated using the Black-Scholes-Merton model. Stock-based compensation expense related to stock option, SAR and ESPP grants totaled $8 million for both the three months ended September 30, 2024 and 2023, and $17 million and $20 million for the nine months ended September 30, 2024 and 2023, respectively. EOG did not grant any stock options or SARs during the nine-month periods ended September 30, 2024 and 2023. Weighted average fair values and valuation assumptions used to value ESPP grants during the nine-month periods ended September 30, 2024 and 2023 are as follows: ESPP Nine Months Ended 2024 2023 Weighted Average Fair Value of Grants $ 26.03 $ 29.39 Expected Volatility 25.78 % 38.07 % Risk-Free Interest Rate 5.17 % 5.02 % Dividend Yield 2.87 % 2.67 % Expected Life 0.5 years 0.5 years Expected volatility is based on an equal weighting of historical volatility and implied volatility from traded options in EOG's common stock. The risk-free interest rate is based upon United States Treasury yields in effect at the time of grant. The expected life is based upon historical experience and contractual terms of ESPP grants. The following table sets forth stock option and SAR transactions for the nine-month periods ended September 30, 2024 and 2023 (stock options and SARs in thousands): Nine Months Ended Nine Months Ended Number of Weighted Number of Weighted Outstanding at January 1 2,843 $ 79.22 4,225 $ 77.49 Exercised (1) (882) 75.46 (924) 76.88 Forfeited (33) 86.69 (78) 86.69 Outstanding at September 30 (2) 1,928 $ 80.81 3,223 $ 77.45 Vested or Expected to Vest (3) 1,928 $ 80.81 3,175 $ 77.38 Exercisable at September 30 (4) 1,926 $ 80.80 2,646 $ 76.53 (1) The total intrinsic value of stock options/SARs exercised during the nine months ended September 30, 2024 and 2023 was $46 million in both periods. The intrinsic value is based upon the difference between the market price of EOG's common stock on the date of exercise and the exercise price of the stock options/SARs. (2) The total intrinsic value of stock options/SARs outstanding at September 30, 2024 and 2023 was $83 million and $159 million, respectively. At September 30, 2024 and 2023, the weighted average remaining contractual life was 2.7 years and 3.6 years, respectively. (3) The total intrinsic value of stock options/SARs vested or expected to vest at September 30, 2024 and 2023 was $83 million and $157 million, respectively. At September 30, 2024 and 2023, the weighted average remaining contractual life was 2.7 years and 3.6 years, respectively. (4) The total intrinsic value of stock options/SARs exercisable at September 30, 2024 and 2023 was $83 million and $133 million, respectively. At September 30, 2024 and 2023, the weighted average remaining contractual life was 2.7 years and 3.3 years, respectively. At September 30, 2024, unrecognized compensation expense related to non-vested stock option, SAR and ESPP grants totaled $1 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 0.2 years. Restricted Stock and Restricted Stock Units. Employees may be granted restricted (non-vested) stock and/or restricted stock units without cost to them. Stock-based compensation expense related to restricted stock and restricted stock units totaled $39 million and $43 million for the three months ended September 30, 2024 and 2023, respectively, and $113 million and $95 million for the nine months ended September 30, 2024 and 2023, respectively. The following table sets forth restricted stock and restricted stock unit transactions for the nine-month periods ended September 30, 2024 and 2023 (shares and units in thousands): Nine Months Ended Nine Months Ended Number of Weighted Number of Weighted Outstanding at January 1 4,364 $ 111.24 4,113 $ 80.77 Granted 1,822 122.35 1,629 131.33 Released (1) (1,264) 85.21 (1,208) 40.27 Forfeited (143) 113.78 (85) 84.25 Outstanding at September 30 (2) 4,779 $ 122.28 4,449 $ 110.21 (1) The total intrinsic value of restricted stock and restricted stock units released during the nine months ended September 30, 2024 and 2023, was $155 million and $156 million, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date the restricted stock and restricted stock units are released. (2) The total intrinsic value of restricted stock and restricted stock units outstanding at September 30, 2024 and 2023, was $588 million and $564 million, respectively. At September 30, 2024, unrecognized compensation expense related to restricted stock and restricted stock units totaled $396 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.0 years. Performance Units. EOG grants restricted stock units with performance-based conditions (Performance Units) annually to its executive officers without cost to them. For the grants made prior to September 2022, as more fully discussed in the grant agreements, the applicable performance metric is EOG's total shareholder return (TSR) over a three-year performance period (Performance Period) relative to the TSR over the same period of a designated group of peer companies. Upon the application of the applicable performance multiple at the completion of the Performance Period, a minimum of 0% and a maximum of 200% of the Performance Units granted could be outstanding. For the grants made beginning in September 2022, as more fully discussed in the grant agreements, the applicable performance metrics are 1) EOG's TSR over the Performance Period relative to the TSR over the same period of a designated group of peer companies and 2) EOG's average return on capital employed (ROCE) over the Performance Period. At the end of the Performance Period, a performance multiple based on EOG's relative TSR ranking will be determined, with a minimum performance multiple of 0% and a maximum performance multiple of 200%. A specified modifier ranging from -70% to +70% will then be applied to the performance multiple based on EOG's average ROCE over the Performance Period, provided that in no event shall the performance multiple, after applying the ROCE modifier, be less than 0% or exceed 200%. Furthermore, if EOG's TSR over the Performance Period is negative (i.e., less than 0%), the performance multiple will be capped at 100%, regardless of EOG's relative TSR ranking or average ROCE over the Performance Period. The fair value of the Performance Units is estimated using a Monte Carlo simulation. Stock-based compensation expense related to the Performance Unit grants totaled $2 million and $6 million for the three months ended September 30, 2024 and 2023, respectively, and $9 million and $11 million for the nine months ended September 30, 2024 and 2023, respectively. The following table sets forth the Performance Unit transactions for the nine-month periods ended September 30, 2024 and 2023 (units in thousands): Nine Months Ended Nine Months Ended Number of Weighted Number of Weighted Outstanding at January 1 630 $ 95.49 688 $ 83.82 Granted 109 130.31 109 141.59 Released (1) (45) 43.33 (86) 79.98 Forfeited for Performance Multiple (2) (135) 43.33 (86) 79.98 Outstanding at September 30 (3) 559 (4) $ 119.05 625 $ 94.94 (1) The total intrinsic value of Performance Units released was $5 million and $10 million for the nine months ended September 30, 2024 and 2023, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date the Performance Units are released. (2) Upon completion of the Performance Period for the Performance Units granted in 2020 and 2019, a performance multiple of 25% and 50%, respectively, was applied to each of the grants resulting in a forfeiture of Performance Units in February 2024 and February 2023. (3) The total intrinsic value of Performance Units outstanding at September 30, 2024 and 2023, was $69 million and $79 million, respectively. (4) Upon the application of the relevant performance multiple at the completion of each of the remaining Performance Periods, a minimum of zero and a maximum of 1,118 Performance Units could be outstanding. At September 30, 2024, unrecognized compensation expense related to Performance Units totaled $24 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.6 years. Other Stock Awards. In August 2024, and in recognition of EOG's 25th anniversary as an independent public company, EOG awarded 25 shares of EOG common stock to each of its non-executive officer employees. Stock-based compensation expense related to the awards totaled $9 million for both the three months and nine months ended September 30, 2024, and the intrinsic value of the awards was $9 million (based upon the closing price of EOG's common stock on the August 16, 2024 award date). A gross-up to account for income taxes was also recognized. |