EOG Resources (EOG) DEF 14ADefinitive proxy

EOG Resources, Inc.

Notice of Annual Meeting of Stockholders

May 22, 2024

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2024 annual meeting of stockholders (“Annual Meeting”) of EOG Resources, Inc. will be held in a virtual-only format, via live webcast, on Wednesday, May 22, 2024 at 2:00 p.m., Central Time, for the following purposes:

1. To elect nine directors to hold office until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2. To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as our auditors for the year ending December 31, 2024;

3. To hold a non-binding advisory vote on executive compensation; and

4. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Holders of record of our Common Stock as of the close of business on March 25, 2024 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. Beginning on or about March 28, 2024, the company is mailing a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) containing instructions on how to access the proxy materials (including our 2023 annual report) via the Internet, as well as instructions on voting shares via the Internet. The Notice also contains instructions on how to request a printed copy of the proxy materials by mail or an electronic copy of the proxy materials by email.

Stockholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be held at www.virtualshareholdermeeting.com/EOG2024. To participate in, and vote at, the live webcast of the Annual Meeting, you must enter the 16-digit control number included in the Notice, on your proxy card or in the voting instruction form provided to you with the proxy statement.

Whether or not stockholders plan to participate in the live webcast of the Annual Meeting, stockholders are encouraged to vote and submit their proxies in advance of the Annual Meeting via the Internet at www.proxyvote.com, using the instructions on the Notice or, if you received a printed copy of the proxy materials (which includes the proxy card), by signing and returning the proxy card in the pre-paid envelope provided or by voting via the Internet or by phone using the instructions provided on the proxy card.

Houston, Texas

March 28, 2024

EOG Resources, Inc.

Proxy Statement

The accompanying form of proxy is solicited by the Board of Directors (“Board”) of EOG Resources, Inc. (“EOG,” “we,” “us,” “our” or “company”) to be used at our 2024 annual meeting of stockholders (“Annual Meeting”) to be held in a virtual-only format, via live webcast, on Wednesday, May 22, 2024 at 2:00 p.m., Central Time. The proxy materials, including this proxy statement, the accompanying notice of annual meeting of stockholders and form of proxy and our 2023 annual report, are being first distributed and made available to our stockholders on or about March 28, 2024.

Any stockholder giving a proxy may revoke it at any time provided written notice of the revocation is received by our Corporate Secretary (Michael P. Donaldson) before the proxy is voted; otherwise, if received prior to the Annual Meeting, properly executed proxies will be voted at the Annual Meeting in accordance with the instructions specified on the proxy or, if no such instructions are given, in accordance with the recommendations of the Board described herein. Stockholders participating in the live webcast of the Annual Meeting may revoke their proxies and vote during the Annual Meeting via the meeting website.

You will not be able to attend the Annual Meeting in person. We believe the live-webcast format for the Annual Meeting will provide stockholders with a consistent experience and will allow you to participate in the Annual Meeting regardless of your location. You will be able to submit questions during the Annual Meeting via the meeting website.

You are entitled to participate in, and vote at, the live webcast of the Annual Meeting if you were a stockholder of record of our Common Stock as of the close of business on March 25, 2024 (the “Record Date”). The Annual Meeting will be held at www.virtualshareholdermeeting.com/EOG2024. To participate in, and vote at, the live webcast of the Annual Meeting, you must enter the 16-digit control number included in the Notice Regarding the Availability of Proxy Materials, on your proxy card or in the voting instruction form provided to you with this proxy statement. Further, to vote during the Annual Meeting, click the “Vote Now” button on the meeting website and follow the instructions provided. Guests without a control number may also participate in the Annual Meeting, but will not be permitted to vote or submit questions.

As part of the Annual Meeting, we will hold a live Q&A session during which we intend, time permitting, to answer questions submitted during the meeting that are pertinent to EOG’s business and meeting matters. As noted above, you will be able to submit questions during the Annual Meeting by following the instructions available on the meeting website. Questions and answers may be grouped by topic and substantially similar questions will be grouped and answered once. Further, we reserve the right to edit or reject questions we deem inappropriate.

Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which will be available at www.proxyvote.com during the 10 days prior to the Annual Meeting and on the meeting website during the Annual Meeting.

You may log into the meeting website beginning at 1:30 p.m., Central Time, on May 22, 2024. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting. If you experience any technical difficulties accessing the meeting website, dial the toll-free technical support number posted on the meeting website log-in page for assistance. The meeting website is fully supported across browsers (Chrome, Firefox, Safari and Edge) and devices (desktops, laptops and cell phones) running the most updated version of applicable software and plug-ins.

If you are not able to participate in the Annual Meeting, a webcast playback will be available at www.virtualshareholdermeeting.com/EOG2024 approximately 24 hours after the completion of the Annual Meeting and for a period of 30 days thereafter.

Whether or not you plan to participate in the live webcast of the Annual Meeting, it is important that your shares be represented and voted. We encourage you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting further discussed below.

EOG RESOURCES, INC.

If you received a printed copy of the proxy materials, you also received a copy of our 2023 annual report. However, the 2023 annual report does not constitute a part of, and shall not be deemed incorporated by reference into, this proxy statement or the accompanying form of proxy.

In addition to solicitation by mail, certain of our officers and employees (or a duly appointed representative of EOG) may solicit the return of proxies personally or by telephone, electronic mail or facsimile. The cost of any solicitation of proxies will be borne by us. Arrangements may also be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of materials to, and solicitation of proxies from, the beneficial owners of our Common Stock held of record as of the Record Date by such persons. We will reimburse such brokerage firms, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by them in connection with any such activities.

In some cases, one paper copy of this proxy statement and the accompanying notice of annual meeting of stockholders and the 2023 annual report is being delivered to multiple stockholders sharing an address, at the request of such stockholders. We will deliver promptly, upon written or oral request, an additional paper copy of this proxy statement, the accompanying notice of annual meeting of stockholders and/or the 2023 annual report to such a stockholder at a shared address to which a single paper copy of such document was delivered.

Stockholders sharing an address who receive multiple printed copies of our proxy materials and who wish to receive a single printed copy of our proxy materials may also submit requests for delivery of a single paper copy of this proxy statement or the accompanying notice of annual meeting of stockholders or the 2023 annual report, but, in such event, will still receive separate forms of proxy for each account. To request separate or single delivery of these materials now or in the future, a stockholder may submit a written request to our Corporate Secretary (Michael P. Donaldson) at our principal executive offices at 1111 Bagby, Sky Lobby 2, Houston, Texas 77002, or a stockholder may make a request by calling our Corporate Secretary at (713) 651-7000.

A complete list of stockholders entitled to vote during the Annual Meeting will be available for inspection at our principal executive offices, for any purpose germane to the Annual Meeting, during ordinary business hours, for a period of 10 days prior to the Annual Meeting.

The mailing address of our principal executive offices is 1111 Bagby, Sky Lobby 2, Houston, Texas 77002.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

This proxy statement, the accompanying notice of annual meeting of stockholders and form of proxy and our 2023 annual report are available via the Internet at www.proxyvote.com. Pursuant to United States Securities and Exchange Commission (“SEC”) rules related to the Internet availability of proxy materials, we have elected to provide access to our proxy materials on the Internet instead of mailing a printed copy of the proxy materials to each stockholder of record. Therefore, stockholders will not receive printed copies of the proxy materials unless they request (or have previously requested) such form of delivery.

Accordingly, beginning on or about March 28, 2024, we are mailing a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) in lieu of mailing the printed proxy materials. Instructions on how to access the proxy materials via the Internet, on voting shares via the Internet and on how to request a printed or electronic copy of the proxy materials may be found in the Notice. All stockholders will have the option to access our proxy materials on the website referred to above. Printed copies of the proxy materials will be provided upon request at no charge.

Stockholders may request to receive future proxy materials in printed form by mail or electronically by email on an ongoing basis, which will remain in effect until the stockholder terminates such request.

Stockholders who do not expect to participate in the live webcast of the Annual Meeting are encouraged to vote in advance of the Annual Meeting via the Internet using the instructions on the Notice or, if you received a printed copy of the proxy materials (which includes the proxy card), by signing and returning the proxy card in the pre-paid envelope provided or by voting via the Internet or by phone using the instructions provided on the proxy card.

Voting Rights and Principal Stockholders

Holders of record of our Common Stock as of the Record Date will be entitled to one vote per share on all matters properly presented at the Annual Meeting. As of the Record Date, there were 575,215,700 shares of our Common Stock outstanding. Other than our Common Stock, we have no other voting securities currently outstanding.

Our stockholders do not have dissenters’ rights or similar rights of appraisal with respect to the proposals described herein and do not have cumulative voting rights with respect to the election of directors.

Stock Ownership of Certain Beneficial Owners

The following table sets forth certain information regarding the beneficial ownership of our Common Stock by each person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 (as amended, “Exchange Act”)) whom we know beneficially owned more than 5% of our Common Stock as of December 31, 2023, based on filings with the SEC as of March 15, 2024. We have prepared the table and the related notes below based on such filings with the SEC, and we have not sought to independently verify any of such information.

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS

Stock Ownership of the Board and Management

The following table sets forth certain information regarding the ownership of our Common Stock by (1) each director and director nominee of EOG, (2) each “Named Executive Officer” of EOG named in the “Summary Compensation Table” in the “Executive Compensation” section below and (3) all current directors and executive officers of EOG as a group, in each case as of March 15, 2024. Under Rule 13d-3 under the Exchange Act, a person shall be deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. May 14, 2024 is the date 60 days from March 15, 2024, the date as of which ownership is reported in this table.

Corporate Governance

Board of Directors

Board Composition

In evaluating the composition of our Board and Board committees and considering individual director nominees and Board committee appointments, our Nominating, Governance and Sustainability Committee (“Nominating Committee”) seeks to achieve a balance of knowledge, experience and capability on the Board and Board committees and to identify individuals who can effectively assist EOG in achieving our short-term and long-term goals, protecting our stockholders’ interests and creating and enhancing value for our stockholders. In so doing, the Nominating Committee considers, among other things, a person’s diversity attributes (e.g., professional experiences, skills, background, race/ethnicity and gender) as a whole and does not necessarily attribute greater weight to any one attribute.

In evaluating prospective candidates, the Nominating Committee also considers whether the individual has personal and professional integrity, good business judgment and relevant experience and skills as well as other credentials and qualifications, including, but not limited to, the credentials and qualifications set forth in our Corporate Governance Guidelines with respect to director age, director independence and director service on the boards of directors of other public companies.

In addition, the Nominating Committee will consider whether such individual is willing and able to commit the time necessary for Board and Board committee service. The Nominating Committee also evaluates each individual in the context of the Board as a whole, with the objective of recommending individuals who can best perpetuate the success of our business and represent stockholder interests through the exercise of sound business judgment using their diversity of experience in various areas.

Our Corporate Governance Guidelines, which are available at www.eogresources.com/company/board-of-directors, mandate that:

We believe our current directors possess diverse professional experiences, skills and backgrounds, in addition to (among other characteristics) high standards of personal and professional ethics, proven records of success in their respective fields and valuable knowledge of our business and of the oil and gas industry. Key skills and areas of experience our directors bring to the Board are illustrated in the skills and experience matrix set forth under “Item 1. Election of Directors” below.

In addition, we believe our director nominees reflect an appropriate balance between newer and longer-tenured directors, as well as diversity in gender and race/ethnicity, as illustrated in the following charts (which are as of May 22, 2024, the date of our Annual Meeting).

CORPORATE GOVERNANCE

Board and Committee Evaluation Process

Our Board recognizes that a robust evaluation process is an essential component of good corporate governance and Board effectiveness. Our Board and Board committees each conduct an annual self-evaluation to determine whether the Board and the committees are functioning effectively. The Nominating Committee is responsible for overseeing the Board’s annual self-evaluation. As part of its self-evaluation, each Board committee annually reviews and reassesses the adequacy of its responsibilities and recommends any proposed changes to the Board for approval. The annual self-evaluation processes facilitate constructive feedback and discussion at all levels of the Board, including with respect to Board composition and refreshment, and helps enhance the Board’s overall effectiveness and efficiency.

Board Refreshment

Our Board recognizes that periodic refreshment can help ensure that (i) fresh ideas and viewpoints are available to our Board and (ii) our Board composition appropriately serves EOG’s current and evolving strategic and operational needs. Accordingly, in the last five years, we appointed four new directors to our Board: Ms. Robertson (in 2019), Mr. Kerr (in 2020), Mr. Yacob (in 2021) and Ms. Dugle (in 2023).

As set forth in our Corporate Governance Guidelines, our Board believes that fixed term limits for directors may result in EOG losing the valuable contributions and insights of our longer-tenured directors who develop, over time, in-depth knowledge of our business, operations, strategy and policies and, as a result, continue to make important contributions to our Board and Board committees. While EOG does not have a mandatory retirement age for directors, any director having reached 80 years of age shall discuss with the Chairman of the Board and the Nominating Committee, and the Nominating Committee shall affirmatively determine, whether it is appropriate for such director to stand for re-election as a director of the company at the end of his or her current term.

As an alternative to term limits for directors, the Nominating Committee annually reviews each director’s continuation on the Board and regularly assesses the appropriate size of the Board. Our Board and the Nominating Committee also regularly review the composition, performance and skill sets of the Board and Board committees. In deciding the Board’s priorities for further refreshment, our Board and the Nominating Committee take into account the results of the Board and Board committee self-evaluations; the current composition of the Board; the areas of experience, skill sets and diversity of our directors; and the attributes of potential director candidates.

The Board and the Nominating Committee also actively seek to create a pipeline of individuals qualified to become Board members, including candidates with diverse ethnic and racial backgrounds and gender diversity.

The Nominating Committee uses a variety of methods for identifying and evaluating director nominees and considers various potential candidates for directorships. Candidates may come to the attention of the Nominating Committee through current or former directors, members of executive management, other sources of referral or EOG’s contacts in the business and other professional communities. These candidates may be evaluated at regular or special meetings of the Nominating Committee and may be considered at any point during the year.

When appropriate and at its discretion, the Nominating Committee may retain a search firm to assist in identifying candidates for the Board. In such instance, and consistent with the charter of the Nominating Committee and our Corporate Governance Guidelines, such search firm will be affirmatively instructed to include qualified women and minority candidates for consideration by the Board and the Nominating Committee.

In addition, the Nominating Committee will consider nominees recommended by stockholders in accordance with the procedures outlined under “Stockholder Proposals and Director Nominations — Nominations for 2025 Annual Meeting of Stockholders and for Any Special Meetings of Stockholders” below. The Nominating Committee will evaluate such nominees according to the same criteria, and in the same manner, as any other director nominee.

While our Board has no current plans to increase its size, if the Board determines that it is appropriate to add a director, the Nominating Committee will take into account diversity in professional experience, skills and background, diversity in race/ethnicity and gender, the credentials and qualifications set forth in our Corporate Governance Guidelines and the other attributes and factors described above, in evaluating candidates.

CORPORATE GOVERNANCE

Director Independence

The Board has affirmatively determined that eight of our nine current directors, namely Mses. Clark, Dugle and Robertson and Messrs. Crisp, Daniels, Gaut, Kerr and Textor, have no direct or indirect material relationship with EOG and thus meet the criteria for independence of Article III, Section 12 of our bylaws, which are available on our website at www.eogresources.com/company/board-of-directors, as well as the independence requirements of the NYSE and the SEC.

In assessing director independence, the Board considered, among other matters, the nature and extent of any business relationships, including transactions conducted, between (i) EOG and each director, (ii) EOG and an immediate family member of a director and (iii) EOG and any organization for which one of our directors or an immediate family member is a director, executive officer or is otherwise affiliated. Specifically, the Board considered, among other things, (1) various transactions in connection with the exploration and production of crude oil and natural gas, such as payments for midstream services (i.e., gathering, processing and transportation-related services) or oilfield services (including related equipment and supplies) and payments for crude oil and natural gas, between EOG and certain entities engaged in certain aspects of the oil and gas business for which one of our directors is a director or executive officer or is otherwise directly or indirectly affiliated, (2) any payments of dues or contributions to certain not-for-profit entities (such as trade associations) with which one of our directors or an immediate family member is affiliated and (3) any relationships (employment, contractual or otherwise) between EOG and immediate family members of directors.

Except with respect to Mr. Yacob, the Board has determined that all such relationships and transactions that it considered were not material relationships or transactions with EOG and did not impair the independence of our directors. The Board has determined that Mr. Yacob is not independent because he is our Chief Executive Officer (“CEO”).

Director Skills and Experience Matrix; Director Diversity and Tenure Charts

Please see “Item 1. Election of Directors” below for a description of certain key skills and areas of experience that we believe are relevant to our business, and an accompanying matrix setting forth the skills and areas of experience possessed by each of our director nominees. Also included in “Item 1. Election of Directors” below (and above under “Board Composition”) are charts regarding the diversity and tenure of our director nominees.

Meetings

The Board held eight meetings during the year ended December 31, 2023.

Each director attended at least 75% of the total number of meetings of the Board and Board committees on which the director served. Our directors are expected to attend our annual meeting of stockholders. All of our then-current directors attended our 2023 annual meeting of stockholders.

Executive Sessions of Non-Employee Directors

Our Corporate Governance Guidelines provide that all non-management directors will meet in executive session at least quarterly, and the presiding director will preside at such sessions. The presiding director also has the authority to call, and establish the agenda for, additional meetings of the non-management directors.

Our non-employee directors held eight executive sessions during the year ended December 31, 2023. Mses. Clark and Robertson and Messrs. Crisp, Daniels, Gaut, Kerr and Textor attended each of the eight executive sessions. Ms. Dugle attended each of the six executive sessions held following her appointment to the Board (effective March 1, 2023).

Mr. Crisp was appointed by the non-employee directors as the presiding director for the executive sessions in 2023, and Mr. Daniels has been appointed by the non-employee directors as the presiding director for executive sessions in 2024. As discussed below, the presiding director is elected annually by and from the non-employee directors of our Board.

CORPORATE GOVERNANCE

Board Leadership Structure

The Board does not have a policy on whether or not the roles of Chairman of the Board and CEO should be separate or combined and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee. The directors serving on our Board possess considerable professional and industry experience, significant and diverse experience as directors of both public and private companies and a unique knowledge of the challenges and opportunities that EOG faces. As such, the Board believes that it is in the best position to evaluate the needs of EOG and to determine how best to organize EOG’s leadership structure to meet those needs.

The Board believes that the most effective leadership structure for EOG at the present time is for Mr. Yacob to serve as both Chairman of the Board and CEO. This model makes clear that the Chairman of the Board and CEO is responsible for managing our business, under the oversight and review of our Board. This structure also enables our CEO to act as a bridge between management and the Board, helping both to act with a common purpose.

Further, we believe that combining the roles of Chairman of the Board and CEO enhances the Board’s administration of its risk oversight function because, through his role as Chairman of the Board, and based on his experiences with the daily management of our business as our CEO and previously as our President and in other leadership positions, Mr. Yacob provides the Board with valuable insight on risk oversight.

Mr. Yacob has been our Chairman of the Board and CEO since October 2022 and has been with EOG for over 18 years. Prior to becoming our Chairman of the Board and CEO, Mr. Yacob had served as CEO of the company from October 2021 through September 2022, and as President of the company from January 2021 through September 2021. Prior to January 2021, Mr. Yacob served in various leadership positions at EOG, including leadership positions in our Houston, Texas headquarters office and leadership positions in our Fort Worth, Texas and Midland, Texas offices, where he was instrumental in EOG’s successful exploration, development and exploitation of various key resource plays.

Independent Oversight

The Board believes that there is substantial independent oversight of EOG’s management and a strong counterbalancing governance structure in place, as demonstrated by the following:

CORPORATE GOVERNANCE

Role of Board and Board Committees in Risk Oversight

Our Board retains primary responsibility for risk oversight and, in overseeing our enterprise risk management, is assisted by our Audit Committee. To help ensure that the Board has a broad view of our overall risk management program, the Board regularly reviews our long-term strategic plans. The principal issues and risks that we may face in executing those plans are evaluated along with the processes through which we identify, assess, manage and mitigate risks.

Our Board committees consider specific areas of risk inherent in their respective areas of oversight and report to the full Board regarding their activities. For example, our Audit Committee periodically discusses with management our major financial and other risk exposures and the steps management has taken to assess, monitor and manage such exposures. In addition, as part of its oversight responsibility, our Audit Committee oversees our policies, strategies and initiatives for mitigating cybersecurity and information technology risks and receives reports from our management, including the assessments performed regarding EOG’s cybersecurity technologies, controls and procedures.

Our Compensation Committee incorporates risk considerations, including any risks that may be presented by our compensation and human capital management strategies, policies and practices, as it evaluates the performance of our CEO and other executive officers, determines our executive and director compensation arrangements and evaluates our compensation policies and practices and other human capital management matters.

Our Nominating Committee focuses on issues relating to Board and Board committee composition and provides oversight with respect to environmental, social and governance (“ESG”), environmental compliance, safety and sustainability-related matters as well as our trade association and political activities.

To assist our Board and Board committees in carrying out their oversight responsibilities, members of our management, as part of our overall risk management program, regularly report to the Board and our Board committees on areas of risk to our company. For example, to assist our Board and Board committees in carrying out their oversight responsibilities with respect to climate change-related risks, members of our management report on our safety and environmental performance, climate-related scenario analyses, sustainability disclosures and stakeholder feedback on ESG and other issues, in addition to reviewing trends and other industry information.

Director Orientation and Continuing Education

In accordance with our Corporate Governance Guidelines, all new EOG directors participate in a company orientation program promptly after his or her election or appointment to our Board. Such orientation includes presentations by our senior management to familiarize new directors with our business and operations; our corporate governance structure and related policies; financial, accounting, internal audit, legal and financial reporting matters (including our risk management and compliance programs and policies); our investor relations and stakeholder engagement functions; and human capital management/human resources matters (including our compensation policies and practices).

Members of our senior management also present and discuss emerging topics with the Board throughout the year, including regulatory and corporate governance developments, risk management-related topics and ESG matters. Such continuing director education also includes outside speakers on selected topics, and we make available news articles and analyst publications relevant to EOG and the exploration and production industry to our directors on a periodic basis. In addition, our directors are invited to our annual management conference, at which our operations and headquarters personnel present on various topics relevant to EOG’s business and operations.

CORPORATE GOVERNANCE

In addition, our Board encourages directors to pursue external continuing education opportunities with respect to the responsibilities of directors of public companies. As is stated in our Corporate Governance Guidelines, we will reimburse directors for reasonable expenses incurred in connection with such external continuing education.

Committees of the Board

The Board has three standing committees: Nominating; Audit; and Compensation. Each Board committee is comprised exclusively of independent directors. The charter for each committee of the Board identified below is available on our website at www.eogresources.com/company/board-of-directors. Copies of the committee charters are also available upon written request to our Corporate Secretary (Michael P. Donaldson).

The tables below describe each committee’s membership, primary responsibilities, and meetings held in 2023.

CORPORATE GOVERNANCE

Compensation Committee Interlocks and Insider Participation

Mses. Robertson (Chairperson), Clark and Dugle and Messrs. Crisp, Daniels, Gaut, Kerr and Textor serve as members of the Compensation Committee and none of them is a current or former officer or employee of EOG. During the year ended December 31, 2023, none of our executive officers served as a director or member of the compensation committee (or other committee of the board performing equivalent functions) of another entity where an executive officer of such entity served as a director of EOG or on our Compensation Committee.

Stockholder Communications with the Board

Pursuant to the process adopted by the Board, our stockholders and other interested parties may communicate with members of the Board by submitting such communications in writing to our Corporate Secretary (Michael P. Donaldson), who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note the date the communication was received in a log established for that purpose, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,” our Corporate Secretary will not open the communication, but will note the date the communication was received in a log established for that purpose and promptly forward the communication to the director(s) to whom it is addressed. Further information regarding this process can be found on our website at www.eogresources.com/company/board-of-directors.

Our stockholders and other interested parties can also communicate directly with the presiding director for the executive sessions of the non-employee directors, or the non-employee directors as a group, using the same procedure outlined above for general communications with the Board, except any such communication should be addressed to the presiding director or to the non-employee directors as a group, as appropriate.

Environmental, Social and Governance Matters

Engagement with Stockholders

EOG is committed to open, collaborative communications with our stockholders; transparency; providing our stockholders with the ability to effectively voice their opinions and provide feedback; and operating in an environmentally responsible and safe manner.

CORPORATE GOVERNANCE

We engage in substantial, collaborative discussions and correspondence with various EOG stockholders regarding a range of ESG matters. In addition, we have maintained a productive, ongoing dialogue with our investors regarding our public disclosures addressing a range of ESG topics. EOG intends to continue engaging in such discussions and correspondence with our stockholders and to periodically update and expand our related public disclosures, as needed.

2022 Sustainability Report

Our 2022 Sustainability Report, published in September 2023, details our 2022 activities and accomplishments, achieving our near-term emissions targets and areas of focus moving forward. The report also reflects our ongoing commitment to transparency and enhancing our ESG-related disclosures. Subjects featured highlight EOG’s decentralized structure and focus on enabling innovation. Our 2022 Sustainability Report reflects the contributions of many employees across multiple functions throughout the company and, we believe, is a great example of EOG’s multi-disciplinary teamwork, culture and our commitment to sustainability.

Our 2022 Sustainability Report and our 2022 EEO-1 report are each available in the “Sustainability” section of our corporate website. Our 2023 Sustainability Report (to be published in the second half of 2024) will contain updated narrative and quantitative disclosures regarding our ESG-related activities. In addition, our 2023 EEO-1 report, to be filed later this year, will be made available on our corporate website.

2024 Safety and Environmental Goals for Executive Compensation

As further discussed in the “Compensation Discussion and Analysis” section below, as part of our compensation program, EOG’s executive officers are eligible to receive annual bonuses under the EOG Resources, Inc. Amended and Restated Annual Bonus Plan (“Annual Bonus Plan”) based on the achievement of financial, strategic, operational and organizational goals established by the Compensation Committee.

These goals have historically included goals focused on our continued commitment to strong safety and environmental performance, including, beginning with our goals for 2020 and based on stockholder feedback, a separately weighted safety and environmental goal based on specified performance metrics.

The separately weighted safety and environmental goal established for 2023 encompassed our total recordable incident rate, oil spill and oil recovery rates, GHG, methane and flaring emissions intensity rates and wellhead gas capture rate, in each case with specified target performance as further discussed in the “Annual Bonus” discussion on pages 24-27. In addition, the Compensation Committee increased the weighting of the goal, from 10% to 15%, with the total recordable incident rate (i.e., safety) portion of the goal weighted 7.5% and the environmental performance metrics collectively weighted 7.5%.

To evaluate our 2024 performance, the Compensation Committee has again established separate safety and environmental goals, each weighted 7.5%, based on specified performance metrics. The safety performance metrics include our total recordable incident rate, severity index rate and safety leadership program attendance, and the environmental performance metrics include our oil spill and oil recovery rates, GHG and flaring emissions intensity rates, methane emissions percentage and wellhead gas capture rate.

Please see the “Glossary of Terms” included in Annex A for definitions of certain of the terms used above.

CORPORATE GOVERNANCE

Codes of Conduct and Ethics and Corporate Governance Guidelines

Pursuant to NYSE and SEC rules, we have adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all of our directors, officers and employees, and a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer and controllers.

You can access our Code of Conduct and Code of Ethics on our website at www.eogresources.com/company/board-of-directors, and any stockholder who so requests may obtain a copy of our Code of Conduct or Code of Ethics by submitting a written request to our Corporate Secretary (Michael P. Donaldson). We intend to disclose any amendments to our Code of Conduct or Code of Ethics and any waivers with respect to our Code of Conduct or Code of Ethics granted to our principal executive officer, our principal financial officer, our principal accounting officer, any of our controllers or any of our other employees performing similar functions on our website at www.eogresources.com within four business days after the amendment or waiver. In such case, the disclosure regarding the amendment or waiver will remain available on our website for at least 12 months after the initial disclosure. There have been no waivers granted with respect to our Code of Conduct or our Code of Ethics to any such officers or employees or to any of our directors.

Further, we have adopted, pursuant to NYSE rules, Corporate Governance Guidelines, which may be accessed on our website at www.eogresources.com/company/board-of-directors. Any stockholder may obtain a copy of our Corporate Governance Guidelines by submitting a written request to our Corporate Secretary.

Report of the Audit Committee

In connection with the fiscal year 2023 audited financial statements of EOG Resources, Inc. (“EOG”), the Audit Committee of the Board of Directors of EOG, during its February 2024 meeting, (1) reviewed and discussed the audited financial statements with EOG’s management; (2) discussed with EOG’s independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the United States Securities and Exchange Commission; (3) received the written disclosures and the letter from the independent auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence; (4) discussed with the independent auditors the independent auditors’ independence; and (5) considered whether the provision of non-audit services by EOG’s principal auditors is compatible with maintaining auditor independence.

Based upon these reviews and discussions, the Audit Committee has recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements for fiscal year 2023 be included in EOG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the United States Securities and Exchange Commission.

Compensation and Human Resources Committee Report

The Compensation and Human Resources Committee, in connection with its February 2024 meeting, has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. Based on such review and discussions, the Compensation and Human Resources Committee has recommended to the Board of Directors, and the Board of Directors has approved, that the Compensation Discussion and Analysis be included in the proxy statement relating to the 2024 Annual Meeting of Stockholders.

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis section, in the executive compensation tables and notes thereto in the “Executive Compensation” section below and elsewhere in this proxy statement, “Named Executive Officers” or “NEOs” refers to the following individuals:

Additionally, (1) “peer group,” “peer companies,” “peer group companies” or similar phrases refers to the companies identified under “Compensation Process — Compensation Assessment Tools” below, except as otherwise specified or indicated herein; and (2) certain of the measures referenced below and identified with an asterisk (*) are non-GAAP measures, for which reconciliations to comparable GAAP measures and related definitions and discussion are included in Annex A. A glossary of certain terms is also included in Annex A.

Executive Transitions

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis focuses on EOG’s 2023 compensation programs, actions and outcomes relative to our 2023 performance. The Compensation Committee believes that our executive management team continues to foster a unique culture that has firmly established EOG as a leader in the exploration and production industry and supports our strategy to maximize long-term stockholder value. Our decentralized structure supports EOG’s culture of continuous improvement and innovation and creates a sustainable competitive advantage for EOG. We are focused on being among the highest-return, lowest-cost, and lowest-emissions producers, playing a significant role in the long-term future of energy. Our key strategic priorities include:

In 2023, we continued to deliver on our strategy of creating sustainable value for stockholders with operational and financial results exceeding our objectives. The following are key highlights of our achievements in 2023:

COMPENSATION DISCUSSION AND ANALYSIS

2023 and 2024 Executive Compensation Decisions and Program Enhancements

Our Compensation Committee took the following key actions in 2023 and in 2024 (to-date) to recognize EOG’s results, strengthen the linkage between NEO compensation and organizational performance and enhance NEOs’ alignment with stockholders’ interests. These actions are discussed in more detail below:

Summary of Pay and Performance Alignment

Our compensation program is designed to align our executives’ long-term realizable pay with long-term performance, with a significant weighting on long-term incentives that are tied to the stock price returns our stockholders experience.

The following charts illustrate that the largest portion of target compensation for our NEOs as of December 31, 2023 is in long-term equity compensation, consistent with our belief that our executive compensation program should be heavily influenced by our absolute stock price performance to further align the interests of our NEOs with those of our stockholders. In the case of performance units, the largest single component of our program, compensation is further influenced by relative stock price performance compared to our peers and the broader market and our ROCE* performance.

In addition, each of our NEOs owns a substantial amount of our stock, in accordance with our stock ownership guidelines applicable to our executive officers and senior management (see “Other Compensation Matters — Stock Ownership Guidelines” below).

COMPENSATION DISCUSSION AND ANALYSIS

Stockholder Engagement and 2023 Say-on-Pay Vote

The Compensation Committee values the feedback of our stockholders. In 2023, we continued to engage with our stockholders and solicit their feedback on a wide range of topics, including our strategic direction, our financial and operational performance and our overall executive compensation structure. During the course of our conversations in 2023, our stockholders expressed overall support for our compensation programs and performance-based compensation outcomes.

Following these conversations, we have increased the weighting of the quantitative metrics from 70% to 80% of the total performance goals scorecard, effective beginning with the determination of annual bonuses for 2024.

At our 2023 annual meeting, approximately 92% of the shares were voted “For” our Say-on-Pay proposal, indicating continued stockholder support.

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 DISCUSSION AND ANALYSIS

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:

COMPENSATION DISCUSSION AND ANALYSIS

Each of the components of our executive compensation program plays a unique role in meeting our compensation objectives:

Compensation Process

During each year, the Compensation Committee periodically reviews our executive compensation program and determines whether each component continues to promote our compensation objectives.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee’s Decision-Making Process

The Compensation Committee oversees a rigorous process to set performance goals, evaluate progress toward such goals, monitor external trends, measure competitiveness and determine compensation outcomes. The Compensation Committee meets at least once per calendar quarter, with standing agenda items that support a disciplined process and address the responsibilities outlined in the Compensation Committee’s charter.

Role of Chief Executive Officer and Other Officers

The Compensation Committee considers input from our CEO in making determinations regarding our executive compensation program and the individual compensation of each executive officer, other than our CEO. Our CEO meets with each executive officer at the beginning of the year to identify and discuss individual performance goals related to the executive officer’s expected contribution to the achievement of our performance goals for the upcoming year. Further, in approving our performance goals for the upcoming year, the Compensation Committee affirms that such performance goals shall also be our CEO’s individual performance goals for the upcoming year.

Our CEO provides performance feedback to each executive officer throughout the year. Our CEO and his officer team also provide information to the Compensation Committee regarding the performance of the company for the Compensation Committee’s determination of annual bonuses. The Compensation Committee makes the final determination of NEO compensation. Our CEO makes no recommendations regarding, and does not participate in discussions about, his own compensation.

Role of Independent Consultants

For 2023, the Compensation Committee continued its engagement of Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant. Meridian reports solely to the Compensation Committee, and the Compensation Committee determines Meridian’s compensation and the scope of Meridian’s engagement, which includes:

COMPENSATION DISCUSSION AND ANALYSIS

Meridian meets periodically with members of our management in carrying out these duties. The Compensation Committee has evaluated the independence of Meridian based on the SEC’s factors affecting independence and has concluded that Meridian is independent and that there are no conflicts of interest associated with Meridian’s engagement.

Compensation Assessment Tools

In order to attract, motivate and retain talented executive officers, we must ensure that our executive compensation program remains competitive with the types and ranges of compensation paid by our peer companies who compete for the same executive talent. On an annual basis, the Compensation Committee reviews and discusses compensation data for our CEO and our other NEOs as compared to compensation data for similarly situated executive officers at peer companies selected by the Compensation Committee.

The Compensation Committee selects peer companies with similar market capitalizations and similar lines of business to EOG (i.e., independent exploration and production companies). The peer group changes from time to time as a result of fluctuations in company size, changes in the business lines of our peers, acquisitions, developments in the oil and gas industry and other factors.

In February and May 2023, the Compensation Committee reviewed the peer group with the assistance of Meridian. No changes were made to the core benchmarking peer group for 2023. The Compensation Committee considered the following peer group of eight companies in making 2023 compensation decisions:

As indicated above, as of August 2023, EOG was at or above the 75th percentile of this peer group in terms of enterprise value, market capitalization and total assets.

In September 2023, Meridian provided the Compensation Committee with a Top Officer Benchmarking Study based on Meridian’s 2023 North America Oil and Gas Exploration & Production Compensation Survey. The report provided information on the amounts, opportunities and forms of compensation used across our peer group. As a secondary reference, the Compensation Committee also reviewed data from a broader group of oil and gas companies of varying sizes in addition to general industry compensation survey data.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Program for 2023

The following discussion describes the components of our executive compensation program and explains how we determined the amounts for our NEOs.

Base Salary

The following table presents the base salaries for each of our NEOs as of December 31, 2022 and 2023, respectively. The Compensation Committee increased the base salaries of all NEOs in February 2023 to maintain alignment with the competitive market and recognize their continued growth in their roles; such increases included an increase in Mr. Leitzell’s base salary from $445,000 to $535,000. In connection with his promotion to Chief Operating Officer, Mr. Leitzell’s base salary was increased from $535,000 to $615,000 effective December 18, 2023.

Annual Bonus

Our CEO and other NEOs are eligible to receive annual bonuses under the Annual Bonus Plan. The Compensation Committee believes that a subjective determination utilizing specific weighted metrics for bonus funding based on a retrospective evaluation of performance against goals yields the most appropriate bonus outcome. The Compensation Committee also believes that setting specific performance goals in advance helps establish important benchmarks and communicates our top priorities to our NEOs and employees. As noted above, in approving our performance goals for the upcoming year, the Compensation Committee also affirms that such performance goals shall also be our CEO’s individual performance goals for the upcoming year. Pursuant to the Annual Bonus Plan, bonus payouts for NEOs are capped at 200% of target.

In addition to, or instead of, the categories of performance goals listed below, the Compensation Committee in the future may establish performance goals based on other financial and strategic measures as well as goals with respect to operational and organizational execution relevant to our annual operating plan. Further, in a commodity business like ours, certain performance goals can lose their relevance with material fluctuations in commodity prices. In addition, strict adherence to established performance goals may also prevent us from modifying our business strategy during the year as appropriate. Accordingly, the Compensation Committee has the discretion to revise or modify the performance goals during the year to address material fluctuations in commodity prices, changes to our operating plan or business strategy and other factors.

The Compensation Committee established the following goals and weightings to evaluate our 2023 performance, including quantitative goals related to financial and strategic performance weighted 70% in total (increased from 62.5% for 2022). These quantitative financial and strategic performance goals represented the heaviest-weighted goals for our 2023 performance and included six (6) goals related to returns, free cash flow*, unit costs, stock price-related performance and safety and environmental-related performance.

As discussed above, effective beginning with annual bonuses for 2024, quantitative goals related to financial and strategic performance will represent 80% of the total performance goals scorecard (increased from 70% in 2023).

COMPENSATION DISCUSSION AND ANALYSIS

Operational and organizational execution goals, weighted 30% in total for 2023, encompassed our other goals, including goals with respect to furthering our returns-focused drilling strategy, achieving certain operational targets, maintaining peer leadership in our crude oil, natural gas and NGLs price realizations, well inventory and acreage additions, effective risk management and reaffirming EOG’s unique culture.

Annual Bonus Plan Metric Weighting

Annual goals are based on EOG’s annual operating plan and reflect, among other factors, broader macro-environment factors such as commodity prices and market conditions. The Compensation Committee approves targets it believes are rigorous and aligned with EOG’s strategic objectives. As a result, targets for goals for a particular year may be set above or below the prior year’s target and/or actual performance. The 2023 after-tax rate of return*, ROCE* and free cash flow* targets were set lower than 2022 based on lower commodity prices and weaker market conditions entering 2023.

The Compensation Committee evaluated and scored each goal, within a range of 0% to 200% of target, with performance exceeding target scored above 100% and below-target performance scored below 100%.

In determining the overall result for the goals with respect to our operational and organizational execution, the Compensation Committee evaluated the results for each of the goals individually as well as collectively, with a focus on performance that supports our returns-focused strategy. The Compensation Committee then made an assessment of our overall performance in respect of such goals, utilizing the same range of 0% to 200% of target (with collective performance exceeding the targets encompassed in such goals to be scored above 100% and below-target collective performance to be scored below 100%).

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee’s assessment of our performance against the goals is provided below.

Performance Goal

Weight

Result

Assessment

Achieve 20% all-in after-tax rate of return* on total capital expenditures based on our internal “premium” price deck of flat $40/Bbl WTI oil and $2.50/Mcf HH natural gas prices

15%

Achieved a 23% all-in after-tax rate of return*

Achieved

Achieve 20% ROCE*

15%

Achieved 28% ROCE* (calculated based on non-GAAP adjusted net income)

Significantly exceeded

Generate free cash flow* of $4.5 billion before dividends

15%

Generated $5.1 billion of free cash flow* before dividends

Exceeded

Achieve median in peer group in TSR performance and forward-year cash flow multiple

5%

Finished fifth out of nine peers in TSR performance and fourth out of nine peers in forward-year cash flow multiple

Achieved median in TSR performance and exceeded median in forward-year cash flow multiple

Achieve unit cost targets:   • ≤$19.0 MM/MBoed Capital Efficiency   • ≤$10.50/Boe DD&A   • ≤$10.50/Boe Controllable Cash Operating Costs (LOE, G&A, Transportation, G&P Expenses)   • Specified All-in Finding Cost per Boe

5%

Realized actual unit costs:   • Capital Efficiency > $19.0 MM/MBoed (did not achieve)   • DD&A – $9.72/Boe (significantly exceeded)   • Controllable Cash Operating Costs – $10.33/Boe (exceeded)   • All-in Finding Cost per Boe exceeded target (did not achieve)

Overall, achieved

Realize total recordable incident rate below 0.5

7.5%

Achieved total recordable incident rate below 0.5 (based on preliminary estimate of 2023 metric)

Exceeded

Continued commitment to strong environmental record:   • Oil spill rate below 0.01 per Mboe gross volumes   • Oil recovery rate > 50%   • Methane emissions intensity below 0.6 metric tons of CO2e per Mboe gross volumes   • GHG emissions intensity below 13.5 metric tons of CO2e per Mboe gross volumes   • Flaring intensity below 1.4 metric tons of CO2e per Mboe gross volumes   • Wellhead gas capture rate of 99.8% or higher

7.5%

Attained or surpassed specified environmental metric targets (based on preliminary estimates of 2023 metrics)

Exceeded

Total Weight

70%

Executing on our 2023 plan through goals related to well economics, acreage additions, well inventory, effective risk management and reaffirming EOG’s unique culture, including by seeking to:

Executed on our 2023 plan as follows:

Overall, exceeded

• Drill 80% “premium” wells

• Drilled 80% “premium” wells

• Capture > 50,000 net acres with “premium” resource potential

• Captured > 50,000 net acres with “premium” resource potential

• Achieve the following production targets

• Attained the following:

–  473 MBbld crude oil and condensate production

–  475.8 MBbld crude oil and condensate production

–  1,000 MBoed total production

–  984.8 MBoed total production

• Maintain peer leadership in product marketing

• Led peers in product marketing, as measured by price realizations for crude oil, natural gas and NGLs

• Minimize total well cost increase at or below 10%

• Achieved total well cost increase < 10%

• Continually improve EOG’s safety culture

• Advanced EOG’s established safety culture, including increased safety leadership program attendance

Total Weight

30%

COMPENSATION DISCUSSION AND ANALYSIS

Consistent with its determination of bonuses in prior years, the Compensation Committee applied the results above to the NEOs’ 2023 bonus target percentages. The Compensation Committee did not make changes to the NEO bonus target percentages for 2023. In connection with his promotion to Chief Operating Officer, the Compensation Committee increased the bonus target percentage for Mr. Leitzell from 90% to 100% of base salary, effective beginning with compensation to be paid in respect of fiscal year 2024 performance.

The performance factors reflect each NEO’s contribution to the company’s achievement of 2023 performance goals and the officer’s achievement of his individual performance goals. Based on the results of the Compensation Committee’s assessment set forth above, the Compensation Committee awarded a bonus, paid entirely in cash, to each of the NEOs for 2023 performance as follows:

Long-Term Incentives

The long-term incentive component of our executive compensation program comprises a substantial majority of our NEOs’ compensation, tying a significant portion of NEOs’ compensation to our stock price performance, both on an absolute and relative basis. The long-term incentive awards are granted under the terms of the 2021 Stock Plan. In 2023, our NEOs’ long-term incentives consisted of two vehicles:

The Compensation Committee discontinued the granting of Stock Appreciation Rights (SARs) to our NEOs in 2022 in favor of granting performance units and restricted stock/RSUs to align NEO compensation with EOG’s focus on disciplined growth and free cash flow* and dividend priorities.

COMPENSATION DISCUSSION AND ANALYSIS

The table below summarizes the key features of each vehicle.

COMPENSATION DISCUSSION AND ANALYSIS

The long-term incentive awards granted to each NEO are generally determined at the Compensation Committee’s third quarter meeting each year (with grant dates established generally within one week of the date of Compensation Committee approval to allow time to administer the grants), based on the following factors:

In September 2023, based on a review of benchmark data, the Compensation Committee determined to hold September 2023 target long-term incentive award opportunities flat to 2022 for our NEOs, other than Mr. Yacob. In recognition of his continued growth in the role of Chief Executive Officer, the Compensation Committee approved an increase for Mr. Yacob’s September 2023 annual award.

Additionally, in connection with Mr. Leitzell’s promotion to Chief Operating Officer in December 2023, the Compensation Committee approved a promotional long-term incentive award for Mr. Leitzell, effective December 18, 2023. Such award had an aggregate target grant date value of $1,200,000, comprised of (i) 60% performance units subject to the same vesting and TSR/performance multiple provisions as the September 2023 award and (ii) 40% restricted stock subject to a three-year “cliff” vesting period.

Awards provided to our NEOs in 2023 are summarized in the table below.

The number of performance units and shares of restricted stock/RSUs granted on September 15, 2023 was based on the closing price of our Common Stock on the NYSE on September 15, 2023 of $132.18 per share (with the resulting number of shares/units rounded down to a whole share/unit). The number of performance units and shares of restricted stock granted on December 18, 2023 was based on the closing price of our Common Stock on the NYSE on December 18, 2023 of $121.62 per share (with the resulting number of shares/units rounded down to a whole share/unit). As noted in footnote (d) to the “Grants of Plan-Based Awards Table for 2023” below, the grant value per performance unit used for accounting purposes for the September 15, 2023 grant, based on the Monte Carlo simulation, was $143.12 per unit. The grant value per performance unit used for accounting purposes for the December 18, 2023 grant, based on the Monte Carlo simulation, was $125.305 per unit.

COMPENSATION DISCUSSION AND ANALYSIS

2023 Performance Unit Awards

Relative TSR Performance (Primary Performance Metric)

The performance unit awards granted in September 2023 (and Mr. Leitzell’s December 2023 promotion award) are subject to the performance multiple specified below based on our TSR relative to the TSR of the Performance Peer Group over the first three full calendar years following the grant date, according to the following scale (as specified in the grant agreement):

This payout scale requires EOG’s TSR to be above the median (i.e., the 50^th percentile) of the Performance Peer Group in order to earn target (100% of the award).

Performance Peer Group

EOG’s TSR is measured relative to our Performance Peer Group which consists of the S&P 500 index and a specified group of E&P companies. The Performance Peer Group for the 2023 performance unit awards was initially defined as the same eight core peers used for compensation benchmarking and the S&P 500 index. Following the September 2023 grant, and prior to the beginning of the performance period on January 1, 2024, two peer companies announced acquisitions: ExxonMobil’s acquisition of Pioneer Natural Resources Company (“Pioneer”) and Chevron’s acquisition of Hess Corporation (“Hess”). As a result, in December 2023 the Compensation Committee approved the replacement of Pioneer and Hess with two other E&P companies: Coterra Energy Inc. and Ovintiv Inc.

Therefore, the Performance Peer Group for the 2023 performance unit awards is:

COMPENSATION DISCUSSION AND ANALYSIS

Return on Capital Employed (Modifier to Performance Multiple)

The 2023 performance unit awards include an absolute ROCE* modifier. The absolute modifier diversifies the metrics for performance award vesting and aligns with our long-term commitment to deliver industry-leading returns, at a level above our cost of capital. The ROCE* modifier can adjust the relative TSR payout by a factor of minus 70% (-70%) to plus 70% (+70%) based on EOG’s average ROCE* over the three-year performance period. In no event will the performance multiple, after applying the absolute ROCE* modifier, exceed 200%. The goal ranges for the modifier are outlined below, with interpolation used between 15% and 25% average ROCE* and between 0% and 10% average ROCE*, as further specified in the grant agreement.

Negative TSR Cap (Modifier to Final Performance Multiple)

The overall 2023 performance award payout (after considering both relative TSR performance and the impact of the ROCE* modifier) is capped at target (100%) if EOG’s absolute TSR is negative over the three-year performance period.

Summary of 2023 Performance Unit Award Design

September 2020 and January 2021 Performance Unit Awards Payout

Effective February 8, 2024, the Compensation Committee certified a performance multiple of 25% for the performance units award granted to the NEOs in September 2020 and the promotional performance units award granted to Mr. Yacob in January 2021 (which each “cliff” vested on February 28, 2024) based on (1) our TSR over the applicable three-year performance period relative to the TSR of each of the applicable peer companies and (2) our resulting “TSR Rank” (as defined in the grant agreements) of “8”.

COMPENSATION DISCUSSION AND ANALYSIS

Other Compensation Programs and Policies

Post-Termination Compensation and Benefits

The components of our post-termination compensation and benefits, and the events that trigger those benefits, are discussed under “Potential Payments Upon Termination of Employment or Change of Control” below. We do not have employment agreements with our NEOs. Each NEO has a change of control agreement that provides benefits in the event of a change of control of EOG and subsequent qualified termination of their employment. The Compensation Committee believes that these change of control benefits, which are a significant component of our executive compensation program, are an appropriate retention device in a competitive market and believes that our NEOs should be compensated if they (1) are involuntarily terminated (other than for cause) after a change of control of EOG or (2) voluntarily terminate their employment with EOG after a change of control of EOG under circumstances that constitute “good reason” (as defined in the change of control agreements).

Other Compensation and Benefits

Savings and Retirement Plan. For fiscal year 2023, we maintained the EOG Resources, Inc. Savings and Retirement Plan (as amended, the “Savings and Retirement Plan”), a defined contribution plan that qualified under Section 401(a) of the Code, under which we matched 100% of an employee’s pre-tax contributions up to 6% of the employee’s annual base salary, overtime pay (if any) and annual cash bonus, subject to applicable statutory limits. Under this plan, we also contribute an additional 3% to 9% (depending on the employee’s age and years of EOG service) of the employee’s annual base salary, overtime pay (if any) and annual cash bonus, subject to applicable statutory limits. In 2023, the contribution percentage for each of the NEOs was 9%, except for Mr. Leitzell for whom the contribution percentage was 7%. We have no supplemental retirement benefits for our executive officers, other than the Make-Whole Contributions described under “Deferral Plan” below.

Deferral Plan. To allow certain key employees, including the NEOs, to reduce their current compensation, thereby reducing current taxable income, we maintain the Deferral Plan under which a percentage of annual base salary, annual cash bonus and Savings and Retirement Plan refunds resulting from excess deferrals into our Savings and Retirement Plan may be deferred to a later specified date.

The Deferral Plan pays at-market mutual fund investment returns or treats deferrals as if they were invested in our Common Stock, based upon participant elections, and does not credit above-market or preferential earnings.

We may make contributions to the Deferral Plan on behalf of the NEOs in the event of a reduction in benefits under our Savings and Retirement Plan due to either applicable statutory and/or plan earnings limits or because the NEO elects to defer annual base salary and/or annual cash bonus into the Deferral Plan. These contributions (“Make-Whole Contributions”) are intended to provide the entire contribution amount to the NEO’s retirement accounts as if there were no statutory or other limitations.

Perquisite Allowances. In 2023, the NEOs each received an annual perquisite allowance of $2,600. The perquisite allowance is not “grossed up” to account for income taxes. We provide a perquisite allowance rather than pay for perquisites on an individual basis to lessen the administrative burden of documentation for individual items. NEOs do not have to submit reimbursement requests for the enumerated items and are able to select among various perquisites as they believe appropriate.

Matching Gifts. To encourage charitable giving, we will match qualifying donations to charitable organizations up to $100,000 annually per eligible employee or director, generally at a dollar-for-dollar rate. From time to time, we will offer special charitable giving opportunities to our employees, pursuant to which we will match contributions at a higher rate and, as a result of which, charitable matching contributions made by EOG in respect of a particular employee may exceed $100,000 in a given year. NEOs may participate in our matching gifts program and special charitable giving opportunities to the same extent as other eligible employees.

Employee Stock Purchase Plan. Each NEO has the opportunity to participate in the EOG Resources, Inc. Employee Stock Purchase Plan (as amended, the “ESPP”) to the same extent as all other employees. The ESPP allows employees to purchase our Common Stock at a 15% discount to the closing price of our Common Stock as of certain dates, with no commission or fees, subject to applicable statutory limits.

Medical, Fitness/Wellness, Vacation, Life and Disability Plans. Each NEO participates in the same benefit plans available to all of our employees. We have no executive officer medical, fitness/wellness, vacation, life or disability plans.

COMPENSATION DISCUSSION AND ANALYSIS

Service Awards. NEOs participate in our service award program that recognizes years of service provided to EOG to the same extent as all other employees.

Subsidized Parking. We offer subsidized parking to all of our employees in Houston, Texas. Income is imputed for the amount of the parking subsidy that exceeds the maximum allowable as a nontaxable fringe benefit under the Code. The imputed income does not include “gross-ups” to account for income taxes.

Other Compensation Matters

Tax and Accounting Considerations

In setting the components of our executive compensation program, the Compensation Committee considers the impact of the following tax and accounting provisions:

Code Section 162(m). Prior to January 1, 2018, Section 162(m) of the Code generally disallowed a tax deduction by public companies for compensation over $1 million paid individually to covered employees, as defined in the Code. Qualifying performance-based compensation was not subject to the deduction limit if certain requirements were met. The Tax Cuts and Jobs Act of 2017 (the “TCJA”) eliminated the qualified performance-based compensation exception to the $1 million annual deduction limit and made certain other changes that expand the pool of covered employees, in each case for tax years beginning on or after January 1, 2018. Therefore, portions of the compensation we pay to our Named Executive Officers may not be deductible due to the application of Section 162(m) of the Code. The Compensation Committee believes that any lost deduction on compensation payable in excess of the $1 million annual deduction limit for the Named Executive Officers is not material relative to the benefit of being able to attract and retain a highly qualified and motivated management team.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation” (“ASC Topic 718”). ASC Topic 718 requires a public company to measure the cost of employee services received in exchange for an award of equity based on the grant date fair value of the award. Our long-term incentive awards to the NEOs (and to our other employees) are structured to maintain the appropriate accounting treatment.

Code Section 409A. Section 409A of the Code provides that deferrals of compensation under a nonqualified deferred compensation plan or arrangement are to be included in an individual’s current gross income to the extent that such deferrals are not subject to a substantial risk of forfeiture and have not previously been included in the individual’s gross income, unless certain requirements are met. We structure our Deferral Plan, stock plans, change of control agreements, severance plans and agreements and other incentive plans and agreements, each to the extent they are subject to Section 409A, to be in compliance with Section 409A. We do not currently grant any discounted SARs to which Section 409A may apply.

Code Sections 280G and 4999. The change of control agreements in effect for our executive officers provide that, upon a change of control, we will either (i) reduce the amount of severance benefits otherwise payable to the executive officer so that such severance benefits will not be subject to excise tax for purposes of Code Sections 280G and 4999 or (ii) pay the full amount of severance benefits to the executive officer (but with no tax “gross-up”), whichever produces the better after-tax result for the executive officer (often referred to as the “best-of-net” approach).

Stock Ownership Guidelines

The Compensation Committee believes that it is in the best interests of our stockholders for all of our executive officers and senior management to maintain a significant ownership position in EOG to create substantial alignment between our senior management and our stockholders. Therefore, the Compensation Committee has established stock ownership guidelines ranging from 40,000 shares to 160,000 shares for our NEOs. Each NEO currently satisfies these guidelines, which are reviewed annually by the Compensation Committee.

COMPENSATION DISCUSSION AND ANALYSIS

Anti-Hedging Policy Statement and Insider Trading Policy

EOG’s Insider Trading Policy prohibits hedges or short sales of EOG stock by EOG directors and Section 16 officers (including the NEOs). In addition to our Insider Trading Policy, all transactions involving EOG stock must comply with EOG’s Code of Conduct and applicable law, including the public reporting provisions of Section 16 of the Exchange Act. Under our Code of Conduct, officers and employees are prohibited from trading in EOG stock when in possession of material, non-public information about EOG.

Our Insider Trading Policy also provides that our directors and Section 16 officers shall not hold EOG securities in a margin account or pledge (with certain limited exceptions) EOG securities as collateral for a loan. The limited exception to this prohibition is in instances where a director or Section 16 officer wishes to pledge his or her EOG securities as collateral for a personal loan (other than a margin loan to purchase EOG securities) and clearly demonstrates the financial ability to repay the loan without resort to the pledged securities. Requests for such an exception must be submitted to our CEO or General Counsel prior to pledging any securities. In the limited circumstance where an exception may be granted, EOG’s stock ownership guidelines specifically provide that any pledged stock would not be counted in determining compliance with such ownership guidelines. However, none of our Section 16 officers or directors has pledged EOG securities as collateral for a loan pursuant to this exception under our Insider Trading Policy.

Clawback Policy

In 2023, the Compensation Committee adopted a Policy for the Recovery of Erroneously Awarded Compensation (“Clawback Policy”) which complies with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act. In the event EOG is required to prepare an accounting restatement, EOG’s Clawback Policy requires the recovery of any erroneously awarded compensation received by covered individuals on or after October 2, 2023, unless such recovery would be impracticable, as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act.

Compensation Risk Assessment

The Compensation Committee has reviewed the relationship between our risk management policies and compensation policies and practices and concluded that we do not have any compensation policies or practices that expose us to risks that are reasonably likely to have a material adverse effect on EOG.

Executive Compensation

Summary Compensation Table

The following table summarizes certain information regarding compensation paid or accrued during 2023, 2022 and 2021 to the NEOs.

EXECUTIVE COMPENSATION

Grants of Plan-Based Awards Table for 2023

The following table summarizes certain information regarding grants made to each of the NEOs during 2023 under the 2021 Stock Plan.