DEF 14A of Eog Resources Inc
Filed Mar 27, 2026 · FY20250001104659-26-036125
Board of Directors
Board of Directors
Director Nominees
Director Nominees
Director Nominees
| | John D. Chandler |56 Independent Director Since: 2025 Other Public Company Boards: 2 Board Committees: A | Janet F. Clark |71 Independent Director Since: 2014 Other Public Company Boards: 1 Board Committees: A | | | | Charles R. Crisp |78 Independent Director Since: 2002 Other Public Company Boards: 1 Board Committees: NGS | Robert P. Daniels |67 Independent Director Since: 2017 Other Public Company Boards: 0 Board Committees: CHR | | | | Lynn A. Dugle |66 Independent Director Since: 2023 Other Public Company Boards: 3 Board Committees: NGS (Chair) | C. Christopher Gaut |69 Independent Director Since: 2017 Other Public Company Boards: 0 Board Committees: A (Chair) | | | | Michael T. Kerr |66 Independent Director Since: 2020 Other Public Company Boards: 1 Board Committees: CHR (Chair) | Julie J. Robertson |70 Independent Director Since: 2019 Other Public Company Boards: 2 Board Committees: NGS, CHR | | | | Ezra Y. Yacob |49 Non-Independent Director Since: 2021 Other Public Company Boards: 0 Board Committees: 0 | | |
Director Nominees
A: Audit Committee CHR: Compensation and Human Resources Committee NGS: Nominating, Governance and Sustainability Committee
Director Nominees
| 12 | EOG Resources, Inc. | 2026 Proxy Statement |
Director Nominees
At the Annual Meeting, nine directors are to be elected to hold office until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified (or until such director’s earlier resignation, removal, or death). All of the nominees are current directors. Our director nominees bring a wealth and variety of relevant experience, skills, and viewpoints to the Board. Below are descriptions of certain key skills and areas of experience that we believe are relevant to our business along with a matrix setting forth the skills and areas of experience possessed by each of our director nominees.
Director Nominees
| Key Director Skills and Areas of Experience | | CHANDLER | CLARK | CRISP | DANIELS | DUGLE | GAUT | KERR | ROBERTSON | YACOB | | | Executive Management Has a demonstrated record of leadership and valuable perspectives on issues affecting large and complex organizations | • | • | • | • | • | • | • | • | • | | | Financial Reporting, Accounting & Finance Has an understanding of, and experience with, financial reporting and accounting matters and capital markets matters (both debt and equity) relevant to a large, publicly traded company | • | • | • | | • | • | • | • | • | | | Energy Industry Contributes valuable perspective on issues specific to our operations in the oil and gas industry | • | • | • | • | | • | • | • | • | | | Corporate Governance & Risk Management Has an understanding of, and experience with, the roles of corporate strategy and risk management necessary for organizational performance | • | • | • | • | • | • | • | • | • | | | International Provides valuable insights into the international aspects of our business and operations | | • | • | • | • | • | • | • | • | | | Governmental & Regulatory Has an understanding of the effect governmental and regulatory actions and decisions may have on our business | | • | • | • | • | • | • | • | • | | | Environmental, Health & Safety Strengthens the Board’s oversight and understanding of the interrelationship between environmental and safety matters and our operational activities and strategy | | • | • | • | • | • | • | • | • | | | Human Resources & Compensation Has an understanding of compensation factors and components that influence the attraction, motivation, and retention of a talented workforce | • | • | • | • | • | • | • | • | • | | | Civic, Community & Charitable Organizations Contributes to a better understanding of sustainable engagements with the communities in which we do business | • | • | • | • | • | • | • | • | • | | | Technical, Geologic, and Engineering Education background brings an understanding of technical, geologic, and engineering disciplines necessary for the identification of our exploration plays and development of our prospect inventory | | | • | • | | • | • | | • | | | Information Technology Contributes to the Board’s understanding of innovative information technology applications utilized in our operations and business | | • | • | • | • | • | • | • | • |
Director Nominees
| 2026 Proxy Statement | EOG Resources, Inc. | 13 |
Director Nominees
As previously discussed, the charts below reflect the demographics and tenure of our director nominees as of May 20, 2026 (the date of our Annual Meeting). Assuming all of our director nominees are elected, the average tenure of our directors as of May 20, 2026 will be 8.4 years.
Director Nominees
| BOARD DEMOGRAPHICS | BOARD TENURE | | | | | Minority representation on the Board is 11% | |
Director Nominees
We believe that our director nominees possess high standards of personal and professional ethics, character, integrity, and values; an inquisitive and objective perspective; practical wisdom; mature judgment; varied professional experiences, skills, and backgrounds; a proven record of success in their respective fields; and, collectively, valuable knowledge of our business and of the oil and gas industry. Further, each of our director nominees is willing and able to devote sufficient time to carrying out his or her duties and responsibilities as a director effectively and is committed to serving EOG and our stockholders. Set forth below, in each director nominee’s biographical information, is additional discussion of the specific experience, qualifications, and skills attributable to such nominee that led the Board, as of the date of this proxy statement, to its conclusion that the nominee should serve as a director of EOG. Director nominee ages and biographical information set forth below are as of February 28, 2026. A majority of the votes cast in person or by proxy by the holders of our Common Stock entitled to vote at the Annual Meeting is required to elect a nominee. Under our bylaws, (1) a “majority of the votes cast” means that the number of shares voted “FOR” a nominee’s election exceeds 50% of the number of votes cast with respect to that nominee’s election and (2) votes cast shall include votes “FOR” and “AGAINST” and exclude abstentions with respect to that nominee’s election. Therefore, abstentions and broker non-votes (which occur if a broker or other nominee does not have discretionary authority and has not received instructions with respect to a particular director nominee within 10 days of the Annual Meeting) will not be counted in determining the number of votes cast with respect to that nominee’s election. Pursuant to our Corporate Governance Guidelines, any nominee for director who fails to receive a majority of the votes cast at the Annual Meeting must, promptly following certification of the stockholder vote, tender his or her resignation to the Nominating Committee. The Nominating Committee (excluding, if applicable, the nominee who tendered the resignation) will evaluate the resignation in light of the best interests of the company and our stockholders in determining whether to accept or reject the resignation or take other action. The Nominating Committee will make a recommendation to the Board, which will then act on the tendered resignation and publicly disclose its decision and rationale within 90 days following certification of the stockholder vote. Properly executed proxies will be voted at the Annual Meeting in accordance with the instructions specified on the proxy; if no such instructions are given, the persons named as agents and proxies in the accompanying form of proxy will vote such proxy “FOR” the election of the nominees named herein. Should any nominee become unavailable for election, discretionary authority is conferred to the persons named as agents and proxies in the accompanying form of proxy to vote for a substitute. Pursuant to our bylaws, the Board has set the number of directors that shall constitute the Board at nine. Accordingly, proxies cannot be voted for a greater number of persons than the number of nominees named on the accompanying form of proxy, and stockholders may not cumulate their votes in the election of directors.
Director Nominees
| 14 | EOG Resources, Inc. | 2026 Proxy Statement |
Director Biographies
Director Biographies
Director Biographies
| | Mr. Chandler has more than 30 years of experience in the energy industry, predominantly in financial leadership and business development roles. Mr. Chandler served as Senior Vice President and Chief Financial Officer for The Williams Companies, Inc. (“Williams”), a publicly traded energy infrastructure provider focused on the gathering, processing, transportation, and storage of natural gas, from 2017 until his retirement in 2022. From 2002 until his retirement in 2014, Mr. Chandler served as Chief Financial Officer, Treasurer and Chief Accounting Officer for Magellan Midstream Partners (a then-publicly traded limited partnership focused on the transportation, storage and distribution of refined petroleum products and crude oil) and, from 1992 to 2002, held various positions of increasing responsibility at Williams and at MAPCO Inc., including financial and strategic planning and accounting roles. Mr. Chandler currently serves as the Chairman of the Board and a member of the Strategy Committee of Matrix Services Company, a publicly traded specialty engineering and construction contractor for the energy and industrial markets, where he has been a director since 2017. Mr. Chandler has also served as a director for LSB Industries, Inc., a publicly traded ammonia manufacturer, since 2024, and is currently the Chairman of the Audit Committee. Mr. Chandler previously served as a director of the following public companies between 2013 and 2017: Green Plains Partners LP, a provider of fuel storage and transportation services (including Audit Committee service), Cone Midstream Partners LP, a provider of natural gas gathering and other midstream energy services (including Audit Committee service) and USA Compression Partners, LP, a provider of natural gas compression services (including service as Audit Committee chairman). | | John D. Chandler | | | Age: 56 Director since: 2025 | |
Director Biographies
| | Ms. Clark has extensive leadership and financial experience, having most recently served as Executive Vice President and Chief Financial Officer of Marathon Oil Corporation (“Marathon”) from January 2007 until her retirement in October 2013. Prior to that, she was Senior Vice President and Chief Financial Officer of Marathon from January 2004 to January 2007. From 2001 through 2003, Ms. Clark served as Senior Vice President and Chief Financial Officer of Nuevo Energy Company and, from 1997 until 2000, she held various roles at Santa Fe Snyder Corporation, including Chief Financial Officer and Executive Vice President of Corporate Development and Administration. Ms. Clark is also a director of Texas Instruments Incorporated (since 2015), a publicly traded global semiconductor design and manufacturing company, where she serves as Lead Director and Chair of the Audit Committee. Ms. Clark is also a member of the Board of Directors of Resources for the Future (since 2021), an independent, nonprofit research institution based in Washington, D.C. whose mission is to improve environmental, energy and natural resource decisions through impartial economic research and policy engagement. From 2015 to 2018, Ms. Clark served as a director of Goldman Sachs BDC, Inc., a specialty finance company and regulated management investment company, where she served as a member of the Audit, Compliance, Compensation, Contract Review, and Governance and Nominating Committees. Ms. Clark also previously served as a director of Goldman Sachs Private Middle Market Credit LLC, a regulated investment company and business development company, from 2016 to 2018. In addition, Ms. Clark served on the Board of Directors and Audit Committee of Dell Inc. from September 2011 to October 2013, including service as chairperson of the Audit Committee during 2013. Ms. Clark also served on the Board of Directors of Exterran Holdings, Inc. (and its predecessor company, Universal Compression Holdings, Inc.) from 2003 until 2011, including service as Audit Committee chairperson from 2004 to 2011. | | Janet F. Clark | | | Age: 71 Director since: 2014 | |
Director Biographies
| 2026 Proxy Statement | EOG Resources, Inc. | 15 |
Director Biographies
| | Mr. Crisp began his career in the oil and gas industry over 50 years ago with Conoco Inc. and has held senior management positions with numerous energy companies, including (i) Coral Energy, LLC, a subsidiary of Shell Oil Company, where he served as President and Chief Executive Officer from 1999 until his retirement in November 2000 and as President and Chief Operating Officer from 1998 to 1999; (ii) Houston Industries Incorporated, where he served as President of the power generation group from 1996 to 1998; and (iii) Tejas Gas Corporation, a major intrastate natural gas pipeline company, where he served as President, Chief Operating Officer, and a director from 1988 to 1996. Mr. Crisp has also accumulated over 20 years of experience as a director of publicly traded energy companies. Mr. Crisp is currently a director of Targa Resources Corp. (since 2005), a provider of midstream natural gas and natural gas liquids services, where he currently serves on the Sustainability and Nominating and Governance Committees. Mr. Crisp served as a director of Intercontinental Exchange, Inc. (“ICE”) from 2002 to 2022, including service on the Compensation and Audit Committees. ICE is an operator of regulated exchanges, trading platforms and clearing houses. Mr. Crisp continues to serve as a director of four of ICE’s wholly owned subsidiaries. In addition, Mr. Crisp served as a director of Southern Company Gas (formerly, AGL Resources Inc.) from 2016 to 2023. Southern Company Gas is a wholly owned subsidiary of Southern Company and a leading provider of natural gas and electric utilities. Mr. Crisp also served on the Board of Directors of AGL Resources Inc. (a then-publicly traded company providing natural gas distribution and marketing services) from 2003 to 2016, where he also served as a member of the Compensation Committee and Executive Committee and as chairperson of the Finance and Risk Management Committee. In 2016, AGL Resources Inc. was acquired by, and became a wholly owned subsidiary of, Southern Company. | | Charles R. Crisp | | | Age: 78 Director since: 2002 | |
Director Biographies
| | Mr. Daniels has extensive experience in the oil and gas exploration and production industry. Mr. Daniels served in various senior management positions during his 32 year career with Anadarko Petroleum Corporation (“Anadarko”), a publicly traded oil and gas exploration and production company. Prior to his retirement in December 2016, Mr. Daniels served as President, Anadarko Canada, from 2001 to 2004, as Senior Vice President, Exploration and Production, from 2004 to 2006, as Senior Vice President, Worldwide Exploration, from 2006 to 2013, and as Executive Vice President, International and Deepwater Exploration, from 2013 to 2016. Mr. Daniels was a member of Anadarko’s executive committee from 2004 to 2016 and also served as an executive committee representative to the Governance and Risk Committee of Anadarko’s Board of Directors. Since 2010, Mr. Daniels has served on the Board of Directors of MicroSeismic, Inc. (“MicroSeismic”) as an independent, non-executive director. Mr. Daniels is also a member of MicroSeismic’s Nominations & Governance Committee. MicroSeismic is an oilfield services company providing completions evaluation services and real-time monitoring and mapping of hydraulic fracture operations in unconventional oil and gas plays. | | Robert P. Daniels | | | Age: 67 Director since: 2017 | |
Director Biographies
| 16 | EOG Resources, Inc. | 2026 Proxy Statement |
Director Biographies
| | Ms. Dugle has more than 30 years of executive leadership and senior management experience in the defense, intelligence and high-tech industries. Ms. Dugle served as the Chief Executive Officer of Engility Holdings, Inc. (“Engility”), a publicly traded engineering and technology consulting company, from 2016 until the sale of the company in 2019. Ms. Dugle also served as Chairman and President of Engility. Prior to joining Engility in 2016, Ms. Dugle served more than a decade in senior management positions at Raytheon Company (“Raytheon”), a publicly traded company specializing in defense and other government markets worldwide, including Vice President, Engineering, Technology and Quality and President of Intelligence, Information and Services. Before joining Raytheon in 2004, Ms. Dugle held international and officer-level positions with ADC Telecommunications, Inc. Ms. Dugle began her career at Texas Instruments Incorporated, a global semiconductor design and manufacturing company, as a manufacturing engineer. Ms. Dugle currently serves as the Lead Independent Director of Micron Technology, Inc. (since 2020), a publicly traded developer of memory and storage solutions, where she also serves as a member of the Governance & Sustainability and Compensation Committees. Ms. Dugle also currently serves as a director of KBR, Inc. (since 2020), a publicly traded provider of science, technology and engineering solutions, where she serves as the Chair of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee. In addition, Ms. Dugle serves as a director of TE Connectivity Ltd. (since 2020), a publicly traded provider of connectivity, communications and sensing products, where she serves as a member of the Audit Committee and as co-chair of the Joint Committee on Cybersecurity. Ms. Dugle previously served on the board of directors of State Street Bank and Trust Company, including as Chair of the Technology, Operations and Cyber Committee and as a member of the Audit Committee. She also served as an Advisor Partner of First Light Acquisition Group Inc. and as a director of Avantus Federal before it was sold in 2022. | | Lynn A. Dugle | | | Age: 66 Director since: 2023 | |
Director Biographies
| | Mr. Gaut has extensive leadership experience and financial and operational expertise in the oilfield services, contract drilling and equipment sector of the oil and gas industry. He has served as a Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer for over 30 years for various public companies. Beginning in August 2010, Mr. Gaut served as the Chairman of the Board, President and/or Chief Executive Officer of Forum Energy Technologies, Inc. (“Forum”). Effective February 2022, Mr. Gaut retired from his positions as President and Chief Executive Officer of Forum, and he became Forum’s Executive Chairman of the Board. In December 2023, Mr. Gaut transitioned to the role of non-executive Chairman of the Board of Forum. Effective May 2025, Mr. Gaut retired from the Board of Forum and did not stand for re-election at Forum’s 2025 annual stockholders meeting. Forum is a leading energy manufacturing company, primarily serving oil service companies, drilling contractors as well as non-oil and gas customers. Prior to the formation of Forum, Mr. Gaut served as (i) a Managing Director of SCF Partners, a Houston based private equity firm investing in oilfield service and equipment companies, from 2009 until 2010; (ii) President of the Drilling and Evaluation Division of Halliburton Company (“Halliburton”), a publicly traded provider of oilfield services and products to the upstream oil and gas industry, from 2008 until 2009; and (iii) Halliburton’s Executive Vice President and Chief Financial Officer from 2003 to 2007. In addition, from 2008 until 2019, Mr. Gaut served on the Board of Directors of Valaris plc (formerly known as Ensco Rowan plc and as Ensco plc) (“Valaris”), a leading global offshore drilling contractor, where he also served as a member of the Nominating and Governance Committee. Mr. Gaut also previously served as Co-Chief Operating Officer of Valaris from January 2002 to February 2003, and as Senior Vice President and Chief Financial Officer of Valaris from December 1987 until February 2003. Further, from 2016 until 2019, Mr. Gaut served as a director of Key Energy Services, Inc., a publicly traded well service company, where he served as a member of the Audit Committee and as its lead independent director. | | C. Christopher Gaut | | | Age: 69 Director since: 2017 | |
Director Biographies
| 2026 Proxy Statement | EOG Resources, Inc. | 17 |
Director Biographies
| | Mr. Kerr, who retired from Capital Group effective October 1, 2020, has over 36 years of investment experience, including 35 years with Capital Group, one of the world’s oldest and largest investment management organizations. During his tenure with Capital Group, Mr. Kerr managed multiple funds as an equity portfolio manager and covered global oil and gas companies for Capital Group as an equity investment analyst. As a result, Mr. Kerr has acquired extensive knowledge of the oil and gas exploration and production industry. Prior to joining Capital Group, Mr. Kerr was an exploration geophysicist with Cities Service Company. Mr. Kerr currently serves as a board member for various civic and non-profit organizations. Mr. Kerr is also a director of Kerry Group plc (since 2021), a publicly traded company and global leader in the development of taste and nutrition solutions for the food, beverage and pharmaceutical markets, where he serves as a member of the Audit Committee, Remuneration Committee, and Governance and Nomination Committee. | | Michael T. Kerr | | | Age: 66 Director since: 2020 | |
Director Biographies
| | Ms. Robertson has extensive experience in the oil and gas industry and a wealth of knowledge of the drilling services sector from her 42-year career and various roles with Noble Corporation plc (“Noble”), a publicly traded company and one of the world’s largest offshore drilling companies. Ms. Robertson served in the role of Executive Chairman of Noble from May 2020 until her retirement from Noble in February 2021. Previously, Ms. Robertson served as Chairman of the Board, President and Chief Executive Officer of Noble from January 2018 until May 2020. Ms. Robertson previously served in various other management roles for Noble and its subsidiaries, including (i) Executive Vice President from 2006 to January 2018, (ii) Senior Vice President — Administration from 2001 to 2006 and (iii) Vice President — Administration from 1996 to 2001. Ms. Robertson also served continuously as Corporate Secretary of Noble from 1993 until assuming the Chairman’s role in 2018. Ms. Robertson joined a predecessor subsidiary of Noble in 1979. Ms. Robertson is also Chair of the Board of Seadrill Limited (since 2022), a publicly traded worldwide provider of offshore oil and gas drilling services, where she also serves as a member of the Joint Nomination and Remuneration Committee. In addition, Ms. Robertson is a director of Patterson-UTI Energy, Inc. (since 2022), a publicly traded provider of drilling and pressure pumping services, directional drilling, rental equipment and technology to the oil and gas industry, where she serves as a member of the Audit Committee and as Chair of the Nominating and Corporate Governance Committee. | | Julie J. Robertson | | | Age: 70 Director since: 2019 | |
Director Biographies
| | Mr. Yacob was appointed Chairman of the Board, effective October 2022. Mr. Yacob was previously named EOG’s Chief Executive Officer and appointed as a Director of EOG, effective October 2021. Mr. Yacob previously served as President from January 2021 through September 2021; Executive Vice President, Exploration and Production from December 2017 to January 2021; Vice President and General Manager in Midland from May 2014 to December 2017; and Division Exploration Manager in Midland and in Fort Worth from March 2012 to May 2014. Prior to that, Mr. Yacob served in various geoscience and leadership positions. He joined EOG in August 2005. Before joining EOG, Mr. Yacob worked for the Minerals Division at the United States Geological Survey. | | Ezra Y. Yacob | | | Age: 49 Director since: 2021 | |
Director Biographies
| 18 | EOG Resources, Inc. | 2026 Proxy Statement |
Director Compensation and Stock Ownership Guidelines
Director Compensation and Stock Ownership Guidelines In addition to its duties relating to executive compensation, the Compensation Committee is also responsible for determining, and making recommendations to the Board regarding, the compensation of our non-employee directors. At its meeting in the second quarter of 2025, the Compensation Committee conducted its annual review of EOG’s non-employee director compensation program relative to the programs of our peer group (as defined in the “Compensation Discussion and Analysis” section below). Based on the results of its review, the Compensation Committee recommended to the Board the following regarding the total annual compensation of our non-employee directors for the 2025-2026 term: (1) the annual cash retainer for each non-employee director would increase from $100,000 to $110,000 and (2) consistent with the prior year, each non-employee director would be granted restricted stock units (“RSUs”) having a value of $210,000 (the number of RSUs to be granted calculated based on the closing price of EOG’s Common Stock on May 27, 2025 (such date being the Tuesday following each director’s re- election to the Board at our 2025 annual meeting of stockholders (the Monday following being a market holiday)), with the resulting number of units rounded down to a whole unit). Additionally, at its second quarter 2025 meeting, the Compensation Committee recommended to the Board an annual committee chair fee of $20,000 (payable to the chairs of the Audit Committee, Compensation Committee, and Nominating Committee), as well as an annual presiding director fee of $20,000. The Board adopted this recommendation in connection with its approval of our annual non-employee director compensation at its meeting in the second quarter of 2025. The terms of the RSUs granted to our non-employee directors are described in footnote (b) to the “Director Compensation Table for 2025” below. In connection with Mr. Chandler’s appointment to the Board effective December 10, 2025, the Committee and the Board determined that Mr. Chandler would be granted RSUs having a value of $87,500 (representing a pro-rated amount of the $210,000 RSU grant value made to our other non-employee directors, effective May 27, 2025, for the 2025-2026 term). The number of RSUs granted to Mr. Chandler was calculated based on such pro-rated value and the closing price of EOG’s Common Stock on December 15, 2025 (such date being the Monday following the effective date of Mr. Chandler’s appointment), with the resulting number of units rounded down to a whole unit. In accordance with our stock ownership guidelines for non-employee directors (adopted by the Compensation Committee in December 2009 and most recently amended by the Compensation Committee effective February 11, 2026), each non-employee director is required to own EOG stock (whether in the form of shares of Common Stock or phantom stock issued pursuant to the EOG Resources, Inc. 409A Deferred Compensation Plan (as amended, the “Deferral Plan”), or both) in an aggregate amount equal to five times the annual cash retainer for non-employee directors as shall be in effect from time to time. A non-employee director must attain compliance with these stock ownership guidelines within five years from the date of his or her initial election to the Board. If a non-employee director is not at any time in compliance with such guidelines, such director (i) may only sell up to 35% of the shares of Common Stock resulting from a vesting of RSUs in order to cover the tax obligations arising from the vesting and (ii) is required to hold the remaining shares received upon the vesting until such time as the non-employee director is in compliance. These stock ownership guidelines apply only to the grants of RSUs to our non-employee directors effective on or after May 6, 2019 (until otherwise determined by the Compensation Committee and the Board). The stock ownership guidelines applicable to previous grants to our non-employee directors continue in full force and effect as to such grants. As of the date of this proxy statement, all of our non-employee directors were in compliance with the applicable stock ownership guidelines, except for Mr. Chandler, who (as referenced above) has five years from his December 10, 2025 appointment date to attain compliance. Mr. Yacob, as our CEO, is subject to the stock ownership guidelines applicable to our executive officers and other senior management discussed below, and does not receive any compensation in respect of his services as a director or as our Chairman of the Board.
Director Compensation and Stock Ownership Guidelines
| 2026 Proxy Statement | EOG Resources, Inc. | 19 |
Director Compensation and Stock Ownership Guidelines
Director Compensation and Stock Ownership Guidelines
Director Compensation Table for 2025
Director Compensation Table for 2025 The following table summarizes certain information regarding compensation paid or accrued during 2025 to each non-employee director.
Director Compensation Table for 2025
| | Fees | | | | | | Earned | | | | | | or Paid in | Stock | All Other | | | | Cash | Awards | Compensation | Total | | Name | ($)(a) | ($)(b) | ($)(c) | ($) | | John D. Chandler(d) | $0 | $87,498 | $0 | $87,498 | | Janet F. Clark | $115,000 | $209,891 | $100,000 | $424,891 | | Charles R. Crisp | $105,000 | $209,891 | $103,160 | $418,051 | | Robert P. Daniels | $125,000 | $209,891 | $103,160 | $438,051 | | Lynn A. Dugle | $115,000 | $209,891 | $100,000 | $424,891 | | C. Christopher Gaut | $125,000 | $209,891 | $100,360 | $435,251 | | Michael T. Kerr | $115,000 | $209,891 | $100,000 | $424,891 | | Julie J. Robertson | $115,000 | $209,891 | $19,650 | $344,541 | | Donald F. Textor(e) | $41,667 | $0 | $200,000 | $241,667 |
Director Compensation Table for 2025
| (a) Non-employee directors can defer all or a portion of their cash fees to a later specified date by participating in the Deferral Plan. Under the Deferral Plan, deferrals are invested into either (1) a flexible deferral account, in which deferrals are treated as if they had been invested into various investment funds as directed by the participant and in which returns vary based on the performance of the funds, or (2) a phantom stock account, in which deferrals are treated as if such amounts are used to purchase our Common Stock at the closing price on the date such deferred fees would otherwise have been paid, and includes reinvestment of dividends. In 2025, two of our non-employee directors deferred their cash fees by participating in the Deferral Plan. |
Director Compensation Table for 2025
| (b) Each non-employee director (other than Mr. Chandler) received, in connection with his or her re-election to the Board at our 2025 annual meeting of stockholders, 1,887 RSUs on May 27, 2025 (based on the closing price of our Common Stock on the NYSE of $111.23 per share on such date). Upon his initial election to the Board, Mr. Chandler received 826 RSUs on December 15, 2025 (based on the closing price of our Common Stock on the NYSE of $105.93 per share on such date). RSUs granted to non-employee directors were granted under the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (“2021 Stock Plan”) and vest 100% after one year. Non-employee directors can defer receipt of their RSU grant (and, if the non-employee director so elects, the dividends credited thereon) to a later specified date by participating in the phantom stock account of the Deferral Plan. The 1,887 RSUs granted to our non-employee directors (other than Mr. Chandler) and the 826 RSUs granted to Mr. Chandler are the only RSUs or other equity-based awards held by our non-employee directors as of December 31, 2025, and the market value of the unvested RSUs for each non-employee director (based on the closing price of our Common Stock on the NYSE of $105.01 per share on December 31, 2025) is as follows: Mr. Chandler, $86,738; Mses. Clark, Dugle, and Robertson and Messrs. Crisp, Daniels, Gaut, and Kerr, $198,154. |
Director Compensation Table for 2025
| (c) All Other Compensation for 2025 consists of: |
Director Compensation Table for 2025
| ● | Charitable matching contributions made by EOG for non-employee directors as follows: Mses. Clark and Dugle and Messrs. Crisp, Daniels, Kerr, and Textor, $100,000; Mr. Gaut, $97,200; and Ms. Robertson, $19,650. Please see “Other Compensation Programs and Policies — Other Compensation and Benefits — Matching Gifts” below for a description of our charitable gifts matching program applicable to all employees and non-employee directors. |
Director Compensation Table for 2025
| ● | A university endowed fund in the amount of $100,000 established by EOG in the name of Mr. Textor and his spouse, in recognition of Mr. Textor’s retirement from the Board. |
Director Compensation Table for 2025
| ● | Reimbursement for spousal travel for Messrs. Crisp, Daniels, and Gaut of $3,160. |
Director Compensation Table for 2025
| (d) Mr. Chandler was appointed to the Board effective December 10, 2025. |
Director Compensation Table for 2025
| (e) Mr. Textor retired from the Board effective at the end of the 2024-2025 term, which expired in conjunction with the 2025 annual meeting of stockholders. |
Director Compensation Table for 2025
| 20 | EOG Resources, Inc. | 2026 Proxy Statement |
Compensation and Human Resources Committee Report
Additionally, (1) “peer group,” “peer companies,” “peer group companies,” or similar phrases refers to the companies identified under “Compensation Process — Compensation Peer Group” 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.
Key Compensation Program Features
| ✓ | Strong pay-for-performance linkage between company performance, individual performance, and executive compensation outcomes | | ✓ | Significant performance-based pay structure for our NEOs | | ✓ | Structured Annual Bonus Plan, including bonus targets and metric weightings, tied to key financial, strategic, operational, and organizational goals | | ✓ | Majority of Annual Bonus Plan goals tied to quantitative metrics measuring returns, free cash flow* generation, safety and environmental performance, unit costs, and well cost and quality | | ✓ | Maximum payout opportunity of 200% under Annual Bonus Plan | | ✓ | Long-term incentive program with majority of program tied to relative TSR against industry peers and broader market and absolute ROCE* | | ✓ | Maximum payout opportunity of 200% for performance awards | | ✓ | Performance awards may not be earned above target (100%) if EOG’s absolute TSR over the three-year performance period is negative | | ✓ | EOG’s TSR performance is required to be above the median (i.e., the 50th percentile) of the Performance Peer Group (as defined below) in order to earn target (100% of the award) (subject to adjustment pursuant to the ROCE* modifier and negative TSR cap provisions discussed in further detail below) | | ✓ | Clawback policy in place requiring recoupment of erroneously awarded incentive-based compensation in the event EOG is required to prepare a financial statement restatement | | ✓ | Vesting of restricted stock/RSU and performance unit grants held by retiring NEOs based on original vesting date and subject to NEO’s compliance with non-compete agreement expiring on original vesting date | | ✓ | Meaningful stock ownership by, and above market stock ownership requirements for, the NEOs | | ✓ | Minimal perks and limited supplemental pension benefits | | ✓ | No employment agreements | | ✓ | No single-trigger change-in-control stock grant vesting or severance benefits and no excise tax gross-ups | | ✓ | Anti-hedging and insider trading policies in place | | ✓ | Engagement of an independent compensation consultant reporting to the Compensation Committee |
Compensation Objectives
| Objective | Compensation Program Attributes | | Competitive and Market-Based | ● Target compensation opportunities reference the middle range of our peer group, while also considering general industry market data, job scope, and individual circumstances ● Three-year “cliff” vesting periods enhance the long-term retention of our NEOs | | Pay for Company Performance | ● Compensation opportunities are designed to reward our executive officers for achieving our critical financial, strategic, operational, and organizational goals ● Performance-based design incentivizes the achievement of a balance of short- and long-term business objectives, key to positioning EOG for long-term success ● When goals are not achieved, compensation opportunities will result in below-target outcomes | | Pay for Individual Performance | ● NEOs are held accountable for achievement of individual performance goals ● If individual performance goals are not achieved, compensation opportunities may result in below-target outcomes | | Aligned with Stockholder Interests | ● Long-term incentive awards comprised of performance units and restricted stock/RSUs make up a significant portion of each NEO’s compensation opportunity ● 77% of CEO pay for 2025 was directly linked to stock price performance ● NEOs are subject to meaningful stock ownership requirements |
Compensation Objectives
| Compensation Element | Role in Total Compensation | | Base Salary | ● Provides a competitive level of fixed compensation based on the individual’s role, experience, qualifications, and performance | | Annual Bonus | ● Aligns NEO compensation with our annual financial, strategic, operational, and organizational performance ● Recognizes individual contributions to our annual performance ● Communicates the Board’s evaluation of our annual performance | | Long-Term Incentives — Performance Units and Restricted Stock/RSUs | ● Aligns NEO compensation with sustained long-term value creation ● Creates a meaningful and sustained ownership stake in EOG ● Fosters retention through forfeitable awards ● Requires competitive stock performance against both industry peers and the broader market as well as strong ROCE* performance to achieve or surpass targeted compensation levels ● Requires compliance with a non-compete to receive continued vesting of equity awards upon retirement | | Post-Termination Compensation and Benefits | ● Provides a competitive level of income protection | | Benefits — Retirement, Health, and Welfare | ● Provides financial security for various life events (e.g., disability or death) ● Matches benefits generally provided to other EOG employees |
The Compensation Committee’s Decision-Making Process
| | First Quarter | | | ● Discuss final company, CEO, and NEO performance reviews for prior year ● Determine annual bonus payouts for prior year based on financial and operational results against pre-established goals ● Establish NEO base salaries for new year ● Approve the company’s financial, strategic, operational, and organizational goals for new year (which also serve as the CEO’s individual performance goals) ● Evaluate and approve benchmarking peer group | | | Second Quarter | | | ● Participate in annual stockholder meeting and review voting results ● Review of governance trends and industry compensation updates ● Assess progress toward goals | | | Third Quarter | | | ● Review of industry and broad market compensation data and external compensation trends ● Determine and award annual long-term incentive awards ● Assess progress toward goals | | | Fourth Quarter | | | ● Early view of full-year company performance ● Review stock ownership guidelines applicable to non-employee directors and officers and assess compliance with guidelines ● Review of human capital management metrics and trends |
Role of Independent Consultants
Role of Independent Consultants For 2025, 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:
Role of Independent Consultants
| ● | Attending and participating in meetings of the Compensation Committee |
Role of Independent Consultants
| ● | Providing input into compensation program design discussions and individual compensation actions, as needed |
Role of Independent Consultants
| ● | Providing benchmarking (e.g., peer company and general industry) data on executive compensation for the Compensation Committee to use in its decision-making process |
Role of Independent Consultants
| ● | Reviewing and providing feedback on our SEC filings relating to executive compensation, including our Compensation Discussion and Analysis disclosures |
Role of Independent Consultants
| ● | Keeping the Compensation Committee apprised of trends and other developments affecting executive compensation |
Role of Independent Consultants
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 Peer Group
Compensation Peer Group 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 compensation peer companies with similar market capitalizations and similar lines of business to EOG in order to reflect the company’s competition for executive talent. The compensation peer group changes from time to time as a result of (i) fluctuations in company size, (ii) changes in the business lines of our peers or mergers and acquisitions involving our peer companies, (iii) other developments in the oil and gas industry, and (iv) other factors. In February 2025, the Compensation Committee reviewed the compensation peer group with the assistance of Meridian. The Compensation Committee approved the removal of Marathon Oil Corporation due to its acquisition by ConocoPhillips.
Compensation Peer Group
| | 2025 Peer Group | | | APA Corporation | Cheniere Energy, Inc. | ConocoPhillips | | Coterra Energy Inc. | Devon Energy Corporation | Diamondback Energy, Inc. | | EQT Corporation | Expand Energy Corporation | Halliburton Company | | Occidental Petroleum Corporation | Ovintiv Inc. | Phillips 66 | | SLB Limited | The Williams Companies, Inc. | |
Compensation Peer Group
| | Enterprise Value (MM) | Market Cap (MM) | Total Assets (MM) | | EOG Resources, Inc. | $63,895 | $64,515 | $46,284 | | Relative Percentile Rank Position | 57% | 86% | 57% |
Compensation Peer Group
In the above table, Enterprise Value and Market Cap are as of September 12, 2025 and Total Assets is based on our most recent quarterly public disclosure as of September 12, 2025. As indicated above, as of September 2025, EOG was above the 50th percentile of this peer group in terms of enterprise value, market capitalization, and total assets. In September 2025, Meridian provided the Compensation Committee with a Top Officer Benchmarking Study based on Meridian’s 2025 Exploration & Production and Large Oil & Gas Compensation Survey and proxy-disclosed data for peer companies that did not participate in the 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 general industry compensation survey data.
Compensation Peer Group
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Annual Bonus
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 2025 performance, including quantitative goals related to financial and strategic performance weighted 80% in total. These quantitative financial and strategic performance goals continued to represent the heaviest-weighted goals for our 2025 performance and included goals related to returns, free cash flow*, safety and environmental-related performance, unit costs, and well cost and quality.
Annual Bonus
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Annual Bonus
Operational and organizational execution goals, weighted 20% in total for 2025, encompassed our other goals, including goals with respect to improving free cash flow* and adjusted net income*, well inventory and acreage additions, maintaining peer leadership in our crude oil, natural gas and NGLs price realizations, enhancing the speed and capability of our information systems, effective risk management, and reaffirming and enhancing EOG’s unique culture.
Annual Bonus Plan Metric Weighting
Annual Bonus Plan Metric Weighting The Compensation Committee approves annual goals it believes are rigorous and aligned with EOG’s strategic objectives. Targets for our 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. As a result, targets for a particular year may be set above or below the prior year’s target and/or actual performance. 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 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%).
Annual Bonus Plan Metric Weighting
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Annual Bonus Plan Metric Weighting
The Compensation Committee’s assessment of our performance against the goals is provided below.
Annual Bonus Plan Metric Weighting
| | | Performance Goal | Weight | Result | Assessment | | Financial & Strategic Performance | Financial | Achieve 40% direct after-tax rate of return* and 20% all-in after-tax rate of return* on total capital expenditures based on a price deck of flat $45/Bbl WTI oil and $2.50/Mcf HH natural gas prices, and average well payout ≤ 1 year at $65/Bbl WTI oil and $3.50/Mcf HH natural gas prices | 15% | Achieved: ● 57% direct after-tax rate of return* (significantly exceeded) ● 27.2% all-in after-tax rate of return* (exceeded) ● < 1 year average well payout (exceeded) | Overall, exceeded | | | | Achieve 20% ROCE* | 15% | Achieved 18.7% ROCE* (calculated based on non-GAAP adjusted net income*) | Slightly missed | | | | Generate free cash flow* of $5.0 billion before dividends | 15% | Generated $4.7 billion of free cash flow* before dividends | Slightly missed | | | | Achieve the following unit cost targets: ● Specified All-in Finding Cost per Boe ● ≤$20.0 MM/MBoed All-in Capital Efficiency ● ≤$10.25/Boe DD&A ● ≤$10.25/Boe Controllable Cash Operating Costs* (LOE, G&A, and GP&T) | 10% | Realized actual unit costs: ● All-in Finding Cost per Boe less than target (significantly exceeded) ● All-in Capital Efficiency – $19.4 MM/MBoed (achieved) ● DD&A – $9.92/Boe (exceeded) ● Controllable Cash Operating Costs* – $10.09/Boe (exceeded) | Overall, exceeded | | | | Continue to improve well cost and well quality: ● Specified reduction in well cost ● Specified increase in consolidated gross EUR/foot ● Specified increase in lateral length ● Drill 50% “premium” wells | 10% | Surpassed well cost and well quality target metrics and drilled 83% “premium” wells | Overall, exceeded | | | Safety & Environmental | Continued commitment to strong safety record: ● Realize total recordable incident rate at or below 0.44 ● Achieve severity index rate at or below 5.0 ● Expand safety leadership training program participation by 1,000 attendees | 7.5% | Achieved total recordable incident rate and safety leadership training targets Missed severity index rate target (based on preliminary estimates of 2025 metrics) | Overall, slightly missed | | | | Continued commitment to strong environmental record: ● Oil spill rate at or below 0.01 per MBoe gross volumes ● Oil recovery rate > 75% ● Methane emissions percentage at or below 0.20% ● GHG emissions intensity at or below 16.4 metric tons of CO2e per MBoe gross volumes ● Flaring intensity at or below 1.0 metric tons of CO2e per MBoe gross volumes ● Wellhead gas capture rate of 99.9% or higher | 7.5% | Attained or surpassed specified environmental metric targets other than oil recovery rate (based on preliminary estimates of 2025 metrics) | Overall, exceeded | | | | Total Weight | 80% | | | | Operational & Organizational Execution | | Executing on our 2025 plan through goals related to improving financial metrics, acreage additions, well inventory, effective risk management and reaffirming and enhancing EOG’s unique culture, including by seeking to: | | Executed on our 2025 plan as follows: | Overall, exceeded | | | | ● Achieve improvement in free cash flow* and non-GAAP adjusted net income* on a fixed price, year-over-year basis | | ● Increased free cash flow* and non-GAAP adjusted net income* on a fixed price, year-over-year basis | | | | | ● Maintain > 10-year “premium” inventory with average F&D cost at or below current DD&A rate | | ● Maintained > 10-year “premium” inventory | | | | | ● Capture > 50,000 acres of “premium” resource potential | | ● Captured > 50,000 acres with “premium” resource potential | | | | | ● Maintain peer leadership in product marketing | | ● Among top two in peer group in crude oil and natural gas price realizations | | | | | Total Weight | 20% | | |
Annual Bonus Plan Metric Weighting
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Annual Bonus Plan Metric Weighting
The Compensation Committee also considered the company’s transformative Encino acquisition and the value that it will create for stockholders when evaluating 2025 performance. Consistent with its determination of bonuses in prior years, the Compensation Committee applied the results set forth in the table above to the NEOs’ 2025 bonus target percentages. The Compensation Committee increased the bonus target percentage for Ms. Janssen from 90% to 100% of base salary, effective January 1, 2025, reflecting her continued development in her role as Executive Vice President and Chief Financial Officer and, for Mr. Donaldson from 90% to 100% of base salary, effective September 26, 2025, upon his promotion to Executive Vice President and Chief Legal Officer. The performance factors reflect each NEO’s contribution to the company’s achievement of its 2025 performance goals and the officer’s achievement of his or her 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 2025 performance as follows:
Annual Bonus Plan Metric Weighting
| | | Bonus | | | | | Base Salary | Target | | | | | as of | (as a % of | Performance | Actual Bonus | | Name | 12/31/2025 | Base Salary) | Factor | Paid | | Ezra Y. Yacob | $1,450,000 | 150% | 125% | $2,718,800 | | Ann D. Janssen | $740,000 | 100% | 125% | $925,000 | | Jeffrey R. Leitzell | $792,000 | 100% | 125% | $990,000 | | Michael P. Donaldson(1) | $788,000 | 90%-100% | 125% | $912,600 |
Annual Bonus Plan Metric Weighting
| (1) Mr. Donaldson’s 2025 bonus target percentage was prorated for his time in his role as Executive Vice President, General Counsel and Corporate Secretary and then as Executive Vice President and Chief Legal Officer. For January 1, 2025 through September 25, 2025 in his role as Executive Vice President, General Counsel and Corporate Secretary, Mr. Donaldson’s bonus target percentage was 90% of base salary. Effective September 26, 2025 through December 31, 2025, Mr. Donaldson’s bonus target percentage was increased to 100% of base salary, reflecting his promotion to Executive Vice President and Chief Legal Officer, effective September 25, 2025. |
Long-Term Incentives
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 our 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 2025, our NEOs’ long-term incentives consisted of two vehicles to align NEO compensation with EOG’s focus on disciplined growth, free cash flow*, returns, and dividend priorities and to align the interests of our NEOs with those of our stockholders:
Long-Term Incentives
| ● | Performance Units (60% weighting) |
Long-Term Incentives
| ● | Restricted Stock/RSUs (40% weighting) |
Long-Term Incentives
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Long-Term Incentives
The table below summarizes the key features of each vehicle.
Long-Term Incentives
| Vehicle | Purpose | Key Terms | | Performance Units (60% weighting) | ● Reward our NEOs based on our performance over the three-year performance period for: – relative TSR performance versus a specified group of peer companies, including the S&P 500 index; – absolute ROCE*; and – absolute TSR performance ● Align the interests of our NEOs with those of our stockholders ● Emphasize our long-term strategy | ● Our TSR is measured relative to the TSR of our performance peer companies (as specified in the respective grant agreements) and the S&P 500 index (the “Performance Peer Group”), over the three full calendar years following the grant date ● Above-median relative TSR rank is required to earn target (100%) for the relative TSR performance multiple ● The performance multiple determined based on relative TSR performance will be adjusted by a specified modifier based on EOG’s average ROCE* (calculated based on non-GAAP adjusted net income* (loss)) over the three-year performance period (however, as adjusted, the performance multiple shall not exceed 200% or be less than 0%) ● The overall performance multiple shall be capped at target (100%) if EOG’s absolute TSR over the three-year performance period is negative ● 0-200% of award may be earned based on performance criteria outlined above; performance multiple scale and modifiers provided below ● Awards denominated and paid (upon vesting) in shares of our Common Stock, creating a further tie to our stock price performance during the vesting period ● Stockholder return calculated using December average closing stock prices at beginning and end of performance period ● “Cliff” vest the February 28th immediately following the completion of the three-year performance period and the certification of the applicable performance multiple by the Compensation Committee ● Dividends are subject to the applicable performance multiple and are credited to the holder and paid at the expiration of the vesting period or forfeited to the extent the performance units are forfeited | | Restricted Stock/RSUs (40% weighting) | ● Align the interests of our NEOs with those of our stockholders ● Enhance the retention of our NEOs ● Emphasize our long-term strategy ● May be issued in special situations to recognize achievements | ● “Cliff” vest three years from grant date ● Dividends are credited to the holder and paid at the expiration of the vesting period or forfeited if the restricted stock/RSUs are forfeited ● RSUs are granted instead of restricted stock if the NEO will reach age 62 prior to the grant’s vesting date, in order to avoid adverse tax consequences to the NEO under the Code |
Long-Term Incentives
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Long-Term Incentives
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:
Long-Term Incentives
| ● | Compensation benchmarking data from our peer group and general industry for executives in similar positions |
Long-Term Incentives
| ● | An evaluation of our progress to-date towards achieving our pre-determined company performance goals |
Long-Term Incentives
| ● | Evaluations of individual NEO contributions toward achievement of our performance goals and the officer’s progress towards achievement of his or her performance goals |
Long-Term Incentives
| ● | General market and industry conditions |
Long-Term Incentives
In September 2025, based on a review of such benchmarking data, the Compensation Committee approved increased target grant values for the NEOs’ September 2025 annual awards. Additionally, in connection with Mr. Donaldson’s promotion to Executive Vice President and Chief Legal Officer, the Compensation Committee approved a special long-term incentive award for Mr. Donaldson, to be awarded with the September 2025 annual awards effective September 26, 2025. Such award had an aggregate target grant value of $800,000, comprised of (i) 60% performance units, subject to the same vesting and TSR/performance multiple provisions as the September 2025 annual awards approved by the Compensation Committee, and (ii) 40% RSUs, subject to a three-year “cliff” vesting period. The awards granted to our NEOs in 2025 are summarized in the table below.
Long-Term Incentives
| | | | | Target | | | | | Target | | Restricted | | | | | Performance | | Stock/RSU | Restricted | | | Target | Unit Value | Performance | Value | Stock/ | | Name | Grant Value | (60% Weighting) | Units | (40% Weighting) | RSUs | | September 2025 Annual Award | | | | | | | Ezra Y. Yacob | $12,300,000 | $7,380,000 | 62,910 | $4,920,000 | 41,940 | | Ann D. Janssen | $3,300,000 | $1,980,000 | 16,878 | $1,320,000 | 11,252 | | Jeffrey R. Leitzell | $4,500,000 | $2,700,000 | 23,015 | $1,800,000 | 15,343 | | Michael P. Donaldson | $3,300,000 | $1,980,000 | 16,878 | $1,320,000 | 11,252 | | September 2025 Promotion Award | | | | | | | Michael P. Donaldson | $800,000 | $480,000 | 4,091 | $320,000 | 2,727 |
Long-Term Incentives
The number of performance units and shares of restricted stock/RSUs granted on September 26, 2025 was based on the closing price of our Common Stock on the NYSE on September 26, 2025 of $117.31 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 2025” below, the grant value per performance unit used for accounting purposes for the September 26, 2025 grant, based on the Monte Carlo simulation, was $124.14 per unit.
Long-Term Incentives
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2025 Performance Unit Awards
2025 Performance Unit Awards
Relative TSR Performance (Primary Performance Metric)
Relative TSR Performance (Primary Performance Metric) The performance unit awards granted in September 2025 are subject to the payout scale 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). To the extent our percentile rank falls between the points stated in the table below, the Committee shall interpolate the corresponding pre-adjustment performance multiple.
Relative TSR Performance (Primary Performance Metric)
| | Pre-Adjustment Performance | | EOG’s TSR Percentile Rank | Multiple | | 90th Percentile or Above | 200% | | 55th Percentile | 100% | | 25th Percentile | 25% | | Below 25th Percentile | 0% |
Relative TSR Performance (Primary Performance Metric)
This payout scale requires EOG’s TSR to be above the median (i.e., the 50th percentile) of the Performance Peer Group in order to earn target (100% of the award), subject to adjustment pursuant to the ROCE* modifier and negative TSR cap provisions discussed below.
Performance Peer Group
Performance Peer Group For the September 2025 performance unit awards, EOG’s TSR will be measured relative to the following Performance Peer Group consisting of the S&P 500 index and a specified group of exploration and production companies and integrated oil and gas companies. Following the grant of the September 2025 awards, and prior to the beginning of the performance period on January 1, 2026, SM Energy Company (“SM Energy”) and Civitas Resources, Inc. (“Civitas”) announced the execution of a definitive merger agreement, pursuant to which Civitas would merge into SM Energy; such transaction closed in January 2026. Accordingly, in February 2026, the Compensation Committee approved the replacement of Civitas with SM Energy.
Performance Peer Group
| September 2025 Performance Peer Group | | | | APA Corporation | Devon Energy Corporation | Ovintiv Inc. | | Canadian Natural Resources Limited | Diamondback Energy, Inc. | Permian Resources Corporation | | Chevron Corporation | Exxon Mobil Corporation | SM Energy Company | | ConocoPhillips | Matador Resources Company | S&P 500 Index | | Coterra Energy Inc. | Occidental Petroleum Corporation | |
Summary of 2025 Performance Unit Award Design
Summary of 2025 Performance Unit Award Design
September 2022 Performance Unit Awards Payout
September 2022 Performance Unit Awards Payout Effective February 10, 2026, the Compensation Committee certified a performance multiple of 100% for the performance units granted to our then-executive officers in September 2022 based on (1) our TSR over the applicable three-year performance period relative to the TSR of each of the then-applicable peer companies and our resulting “TSR Rank” (as defined in the grant agreements) of “5,” (2) our average ROCE* for the three-year performance period of 23.8%, and (3) our absolute TSR over the same period. Our absolute TSR over the applicable three-year period was negative, which capped our payout for the September 2022 performance unit awards at target (100%).
September 2022 Performance Unit Awards Payout
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Post-Termination Compensation and Benefits
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 qualifying 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
Other Compensation and Benefits Savings and Retirement Plan. For fiscal year 2025, 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 2025, the contribution percentage for each of the NEOs was 9%. 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 2025, 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, Wellness, Vacation, Life, and Disability Plans. Each NEO participates in the same benefit plans available to other eligible employees. We have no executive officer medical, wellness, vacation, life, or disability plans. Service Awards. NEOs participate in our service award program that recognizes years of service provided to EOG to the same extent as other eligible employees. Subsidized Parking. We offer subsidized parking to eligible employees in Houston, Texas.
Tax and Accounting Considerations
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 NEOs 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 NEOs 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 Accounting Standards Codification 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 stock appreciation rights 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
| ● | Shares (including “phantom” shares) held under qualified benefit plans or non-qualified deferred compensation plans (e.g., our Deferral Plan) |
Summary Compensation Table
Summary Compensation Table The following table summarizes certain information regarding compensation paid or accrued during 2025, 2024, and 2023 to the NEOs.
Summary Compensation Table
| | | | | Non-Equity | | | | | | | Stock | Incentive | All Other | | | Name and | Fiscal | Salary | Awards | Plan Comp | Compensation | Total | | Principal Position | Year | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($) | | EZRA Y. YACOB | 2025 | $1,434,615 | $12,729,628 | $2,718,800 | $693,593 | $17,576,636 | | Chairman of the Board and | 2024 | $1,326,923 | $11,439,317 | $2,936,250 | $512,135 | $16,214,625 | | Chief Executive Officer | 2023 | $1,169,231 | $10,496,402 | $2,520,000 | $373,139 | $14,558,772 | | ANN D. JANSSEN | 2025 | $725,385 | $3,415,207 | $925,000 | $136,969 | $5,202,561 | | Executive Vice President and | 2024 | $638,077 | $4,341,547 | $841,725 | $104,349 | $5,925,698 | | Chief Financial Officer | | | | | | | | JEFFREY R. LEITZELL | 2025 | $771,692 | $4,656,969 | $990,000 | $200,313 | $6,618,974 | | Executive Vice President and | 2024 | $653,077 | $4,159,706 | $957,000 | $163,811 | $5,933,594 | | Chief Operating Officer | 2023 | $524,231 | $2,900,940 | $775,000 | $142,578 | $4,342,749 | | MICHAEL P. DONALDSON | 2025 | $784,462 | $4,242,968 | $912,600 | $299,006 | $6,239,036 | | Executive Vice President and | 2024 | $760,385 | $3,119,782 | $998,325 | $287,345 | $5,165,837 | | Chief Legal Officer | 2023 | $728,846 | $3,148,795 | $926,100 | $293,771 | $5,097,512 |
Summary Compensation Table
| (a) Amounts represent annual base salary received by the NEOs. EOG’s employees are paid on a bi-weekly basis and generally receive twenty-six paychecks per calendar year. |
Summary Compensation Table
| (b) Amounts represent (1) the grant date fair value of performance unit awards based on the Monte Carlo simulation (for a discussion of the assumptions used, see footnote (d) to the “Grants of Plan-Based Awards Table for 2025” below); and (2) the grant date fair value of restricted stock/RSU awards based on the closing price of our Common Stock on the NYSE on the grant date. |
Summary Compensation Table
| (c) Amounts represent cash bonuses paid under the Annual Bonus Plan. See “Executive Compensation Program for 2025 — Annual Bonus” above for further discussion. |
Summary Compensation Table
| (d) All Other Compensation for 2025 consists of: |
Summary Compensation Table
| ● | Matching contributions under the Savings and Retirement Plan, our retirement contributions on behalf of each NEO to the Savings and Retirement Plan and our Make-Whole Contributions on behalf of each NEO to the Deferral Plan or as taxable income if the NEO does not participate in the Deferral Plan, as follows: Mr. Yacob, $579,513; Ms. Janssen, $113,527; Mr. Leitzell, $193,300; and Mr. Donaldson, $255,448. |
Summary Compensation Table
| ● | Perquisites and other personal benefits consisting of (1) charitable matching contributions made by EOG for the NEOs, as follows: Mr. Yacob, $98,590 and Mr. Donaldson, $36,873; (2) expenses for spouse travel (including a “gross-up” for payment of taxes) as follows: Mr. Yacob, $5,091; Ms. Janssen, $5,611; Mr. Leitzell, $3,413; and Mr. Donaldson, $3,085; (3) cash perquisite allowances of $2,600 for Messrs. Yacob, Leitzell, and Donaldson and Ms. Janssen; (4) company contributions of $1,000 into the health savings account of Messrs. Yacob, Leitzell, and Donaldson and Ms. Janssen; (5) service award paid to Ms. Janssen for 30 years of service to EOG in the amount of $14,231; (6) a gift provided to Mr. Yacob in recognition of his 20 years of service to EOG in the amount of $6,719; and (7) a wellness incentive for Mr. Yacob in the amount of $80. |
Summary Compensation Table
| 2026 Proxy Statement | EOG Resources, Inc. | 47 |
Grants of Plan-Based Awards Table for 2025
Grants of Plan-Based Awards Table for 2025 The following table summarizes certain information regarding grants made to each of the NEOs during 2025 under the 2021 Stock Plan.
Grants of Plan-Based Awards Table for 2025
| | | | | | | | | | All Other | | | | | | | | | | | | Stock | | | | | | Estimated Possible Payments | | | Estimated Future Payments | | | Awards; | Grant | | | | | under Non-Equity Incentive | | | under Equity Incentive | | | Number of | Date Fair | | | | | Plan Awards(b) | | | Plan Awards(c) | | | Shares of | Value of | | | | | | | | | | | Stock or | Stock | | | Approval | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | Name | Date(a) | Date(a) | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($)(d) | | Ezra Y. Yacob | 09/24/25 | 09/26/25 | | | | 0 | 62,910 | 125,820 | | $7,809,647 | | | 09/24/25 | 09/26/25 | | | | | | | 41,940 | $4,919,981 | | | | | $0 | $2,175,000 | $4,350,000 | | | | | | | Ann D. Janssen | 09/24/25 | 09/26/25 | | | | 0 | 16,878 | 33,756 | | $2,095,235 | | | 09/24/25 | 09/26/25 | | | | | | | 11,252 | $1,319,972 | | | | | $0 | $740,000 | $1,480,000 | | | | | | | Jeffrey R. Leitzell | 09/24/25 | 09/26/25 | | | | 0 | 23,015 | 46,030 | | $2,857,082 | | | 09/24/25 | 09/26/25 | | | | | | | 15,343 | $1,799,887 | | | | | $0 | $792,000 | $1,584,000 | | | | | | | Michael P. Donaldson | 09/24/25 | 09/26/25 | | | | 0 | 16,878 | 33,756 | | $2,095,235 | | | 09/24/25 | 09/26/25 | | | | 0 | 4,091 | 8,182 | | $507,857 | | | 09/24/25 | 09/26/25 | | | | | | | 11,252 | $1,319,972 | | | 09/24/25 | 09/26/25 | | | | | | | 2,727 | $319,904 | | | | | $0 | $730,141 | $1,460,282 | | | | | |
Grants of Plan-Based Awards Table for 2025
| (a) The Compensation Committee determines the grant amount for each NEO to be granted on the same future grant date as other employees. |
Grants of Plan-Based Awards Table for 2025
| (b) The target amounts are based on the NEO’s base salary as of December 31, 2025 and bonus target percentage as approved by the Compensation Committee. Mr. Donaldson’s 2025 bonus target percentage was prorated for his time in his role as Executive Vice President, General Counsel and Corporate Secretary and then as Executive Vice President and Chief Legal Officer. For January 1, 2025 through September 25, 2025 in his role as Executive Vice President, General Counsel and Corporate Secretary, Mr. Donaldson’s bonus target percentage was 90% of base salary. Effective September 26, 2025 through December 31, 2025, Mr. Donaldson’s bonus target percentage was increased to 100% of base salary, reflecting his promotion to Executive Vice President and Chief Legal Officer, effective September 25, 2025. The maximum individual award under our Annual Bonus Plan for an executive officer of the company is 200% of such executive officer’s then-applicable bonus target percentage as previously approved by the Compensation Committee. The award amounts paid to the NEOs in respect of 2025 performance under the Annual Bonus Plan are set forth in the “Non-Equity Incentive Plan Comp” column of the “Summary Compensation Table” above. |
Grants of Plan-Based Awards Table for 2025
| (c) As set forth in the performance multiple scale in the “Executive Compensation Program for 2025 — Long-Term Incentives” section above, a performance multiple of 0% to 200% will be applied to the performance units granted based on EOG’s TSR (as defined in the grant agreements) over the three-year performance period of the awards relative to the TSR of the Performance Peer Group (as specified in the grant agreements) over the performance period, which will be adjusted by the absolute ROCE* modifier by a factor of minus 70% to plus 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 overall performance award payout (after considering both relative TSR and the impact of the absolute ROCE* modifier) is capped at target (100%) if EOG’s absolute TSR is negative over the three-year performance period. The performance units granted September 26, 2025 “cliff” vest the February 28th immediately following the completion of the three-year performance period (January 2026 – December 2028). |
Grants of Plan-Based Awards Table for 2025
| (d) The grant date fair value of the performance units is based on the Monte Carlo simulation. We used the following assumptions for the performance units awarded on September 26, 2025: an expected volatility of 30.83% over a 3.26-year period preceding the valuation date and a risk-free interest rate of 3.61%. Based on the Monte Carlo simulation, using the above assumptions, the value of the performance units was $124.14 per unit. The grant date fair value for restricted stock/RSUs (which “cliff” vest three years from the grant date) represents the closing price of our Common Stock on the NYSE on the grant date. The grant date fair value for the restricted stock/RSUs awarded on September 26, 2025 was $117.31 per share/unit. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table summarizes certain information regarding unexercised SARs, unvested restricted stock/RSUs, and unvested performance units outstanding as of December 31, 2025 for each of the NEOs.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| | | | | | | | Equity | Equity | | | | | | | | | Incentive | Incentive | | | | | | | | | Plan | Plan | | | | | | | | | Awards: | Awards: | | | | | | | | Market | Number of | Market or | | | | | | | | Value of | Unearned | Payout Value | | | Number of | Number of | | | Number of | Shares or | Shares, | of Unearned | | | Securities | Securities | | | Shares or | Units of | Units or | Shares, Units | | | Underlying | Underlying | | | Units of | Stock | Other | or Other | | | Unexercised | Unexercised | SAR | | Stock that | that Have | Rights that | Rights that | | | SARs | SARs | Exercise | SAR | Have Not | Not | Have Not | Have Not | | | Exercisable | Unexercisable | Price | Expiration | Vested | Vested | Vested | Vested | | Name | (#) | (#) | ($) | Date | (#) | ($)(a) | (#)(b) | ($)(a) | | Ezra Y. Yacob | | | | | 108,136(c) | $11,355,361 | 210,005(g) | $22,052,625 | | Ann D. Janssen | 9,365 | 0 | $75.09 | 09/26/26 | 32,565(d) | $3,419,651 | 37,500(h) | $3,937,875 | | | 9,365 | 0 | $37.44 | 09/28/27 | | | | | | | 9,365 | 0 | $81.81 | 09/27/28 | | | | | | Jeffrey R. Leitzell | 8,640 | 0 | $37.44 | 09/28/27 | 37,197(e) | $3,906,057 | 64,295(i) | $6,751,618 | | | 6,362 | 0 | $81.81 | 09/27/28 | | | | | | Michael P. Donaldson | | | | | 32,152(f) | $3,376,282 | 65,220(j) | $6,848,752 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (a) The value of unvested restricted stock/RSUs and unvested performance units is based on the closing price of our Common Stock on the NYSE of $105.01 per share on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (b) Unit amounts shown for Messrs. Yacob and Donaldson (1) represent the aggregate number of unvested performance units granted on September 29, 2022, September 15, 2023, September 27, 2024, and September 26, 2025, and (2) for the September 29, 2022, September 15, 2023, September 27, 2024, and September 26, 2025 grants referenced in clause (1), assume (solely for purposes of this table) that over the three-year performance period, we achieve (a) a median TSR (as defined in the grant agreements) (i.e., a 100% performance multiple) over the applicable three-year performance period of the awards relative to the TSR of each of our peers (as specified in the respective grant agreements), (b) an average ROCE* between 11% and 14%, and (c) a positive absolute TSR. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Unit amount shown for Ms. Janssen (1) represents the aggregate number of unvested performance units granted on January 2, 2024, September 27, 2024, and September 26, 2025, and (2) for the January 2, 2024, September 27, 2024, and September 26, 2025 grants referenced in clause (1), assumes (solely for purposes of this table) that over the three-year performance period, we achieve (a) a median TSR (as defined in the grant agreements) (i.e., a 100% performance multiple) over the applicable three-year performance period of the awards relative to the TSR of each of our peers (as specified in the respective grant agreements), (b) an average ROCE* between 11% and 14%, and (c) a positive absolute TSR. Unit amount shown for Mr. Leitzell (1) represents the aggregate number of unvested performance units granted on September 29, 2022, September 15, 2023, December 18, 2023, September 27, 2024, and September 26, 2025, and (2) for the September 29, 2022, September 15, 2023, December 18, 2023, September 27, 2024, and September 26, 2025 grants referenced in clause (1), assumes (solely for purposes of this table) that over the three-year performance period, we achieve (a) a median TSR (as defined in the grant agreements) (i.e., a 100% performance multiple) over the applicable three-year performance period of the awards relative to the TSR of each of our peers (as specified in the respective grant agreements), (b) an average ROCE* between 11% and 14%, and (c) a positive absolute TSR. See “Executive Compensation Program for 2025 — Long-Term Incentives” above and the “Grants of Plan-Based Awards Table for 2025” above for additional discussion.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| 2026 Proxy Statement | EOG Resources, Inc. | 49 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Subsequent to December 31, 2025 and effective February 10, 2026, the Compensation Committee certified a performance multiple of 100% as being applicable to the performance units granted on September 29, 2022 (which “cliff” vested on February 28, 2026 for Messrs. Yacob, Leitzell, and Donaldson based on (1) our TSR over the applicable three-year performance period relative to the TSR of each of the applicable peer companies and our resulting “TSR Rank” (as defined in the grant agreements) of “5” resulting in a performance multiple of 100%, (2) our average ROCE* for the three-year performance period of 24% resulting in a performance modifier of plus 65% for a total of 165%, and (3) a negative absolute TSR for the three-year performance period, resulting in a payout at target (100%)).
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (c) Assuming continued employment, the unvested restricted stock will vest as follows: 30,261 on September 15, 2026; 35,935 on September 27, 2027; and 41,940 on September 26, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (d) Assuming continued employment, the unvested restricted stock/units will vest as follows: 7,566 on September 15, 2026; 3,947 on January 2, 2027; 9,800 on September 27, 2027; and 11,252 on September 26, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (e) Assuming continued employment, the unvested restricted stock will vest as follows: 4,841 on September 15, 2026; 3,946 on December 18, 2026; 13,067 on September 27, 2027; and 15,343 on September 26, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (f) Assuming continued employment, the unvested RSUs will vest as follows: 8,739 on September 15, 2026; 9,434 on September 27, 2027; and 13,979 on September 26, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (g) Of the unvested performance units, 47,800 vested on February 28, 2026. Assuming continued employment, the remaining unvested performance units will vest as follows: 45,392 on February 28, 2027 subject to the applicable performance multiplier for the three-year performance period (January 2024 – December 2026); 53,903 on February 28, 2028 subject to the applicable performance multiplier for the three-year performance period (January 2025 – December 2027); and 62,910 on February 28, 2029 subject to the applicable performance multiplier for the three-year performance period (January 2026 – December 2028). |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (h) Assuming continued employment, the unvested performance units will vest as follows: 5,921 on February 28, 2027 subject to the applicable performance multiplier for the three-year performance period (January 2024 – December 2026); 14,701 on February 28, 2028 subject to the applicable performance multiplier for the three-year performance period (January 2025 – December 2027); and 16,878 on February 28, 2029 subject to the applicable performance multiplier for the three-year performance period (January 2026 – December 2028). |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (i) Of the unvested performance units, 8,497 vested on February 28, 2026. Assuming continued employment, the unvested performance units will vest as follows: 13,182 on February 28, 2027 subject to the applicable performance multiplier for the three-year performance period (January 2024 – December 2026); 19,601 on February 28, 2028 subject to the applicable performance multiplier for the three-year performance period (January 2025 – December 2027); and 23,015 on February 28, 2029 subject to the applicable performance multiplier for the three-year performance period (January 2026 – December 2028). |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (j) Of the unvested performance units, 15,933 vested on February 28, 2026. Assuming continued employment, the remaining unvested performance units will vest as follows: 13,617 on February 28, 2027 subject to the applicable performance multiplier for the three-year performance period (January 2024 – December 2026); 14,701 on February 28, 2028 subject to the applicable performance multiplier for the three-year performance period (January 2025 – December 2027); and 20,969 on February 28, 2029 subject to the applicable performance multiplier for the three-year performance period (January 2026 – December 2028). |
Pension Benefits
Pension Benefits We currently have no defined benefit pension plans covering any of the NEOs.
Pension Benefits
| 50 | EOG Resources, Inc. | 2026 Proxy Statement |
Nonqualified Deferred Compensation Table for 2025
Nonqualified Deferred Compensation Table for 2025 The following table provides certain information regarding the deferral of compensation by our NEOs under our Deferral Plan. The Deferral Plan is our only defined contribution plan that provides for the deferral of compensation on a basis that is not tax-qualified.
Nonqualified Deferred Compensation Table for 2025
| | | | Aggregate | | Aggregate | | | Executive | Registrant | Earnings/ | Aggregate | Balance at | | | Contributions | Contributions | (Loss) | Withdrawals/ | 2025 Year | | | in 2025 | in 2025 | in 2025 | Distributions | End | | Name | ($)(a) | ($)(b) | ($)(c) | ($) | ($)(d) | | Ezra Y. Yacob | $304,025 | $514,628 | $441,257 | $0 | $3,971,802 | | Ann D. Janssen | $0 | $0 | $0 | $0 | $0 | | Jeffrey R. Leitzell | $1,320,357 | $137,491 | $376,058 | $0 | $4,083,247 | | Michael P. Donaldson | $182,303 | $198,179 | $(90,843) | $0 | $3,722,342 |
Nonqualified Deferred Compensation Table for 2025
| (a) These amounts are reported in the “Salary” column (for 2025) and the “Non-Equity Incentive Plan Comp” column (for 2025) of the “Summary Compensation Table” above. The amount invested in a phantom stock account is $0 for each of the NEOs. |
Nonqualified Deferred Compensation Table for 2025
| (b) These amounts are reported in the “All Other Compensation” column (for 2025) of the “Summary Compensation Table” above. The amount invested in a phantom stock account is $0 for each of the NEOs. |
Nonqualified Deferred Compensation Table for 2025
| (c) Amounts included in this column do not include above-market or preferential earnings (of which there were none). |
Nonqualified Deferred Compensation Table for 2025
| (d) The amount of the aggregate balance as of December 31, 2025 that has been contributed by each of the NEOs and shown as compensation in the “Summary Compensation Table” for previous years (prior to 2025) for each of the NEOs is: Mr. Yacob, $1,038,075; Ms. Janssen, $0; Mr. Leitzell, $1,610,125; and Mr. Donaldson, $704,208. The amount of the aggregate balance as of December 31, 2025 that has been contributed by EOG and shown as compensation in the “Summary Compensation Table” for previous years (prior to 2025) for each of the NEOs is: Mr. Yacob, $1,056,354; Ms. Janssen, $0; Mr. Leitzell, $283,469; and Mr. Donaldson, $1,264,452. The amount of the aggregate balance as of December 31, 2025 invested in a phantom stock account for each of the NEOs is: Mr. Yacob, $36,169 (344 shares); Ms. Janssen, $0; Mr. Leitzell, $62,801 (598 shares); and Mr. Donaldson, $2,226,646 (21,204 shares). |
Nonqualified Deferred Compensation Table for 2025
Under our Deferral Plan, each NEO can elect to defer up to 50% of his or her annual base salary, up to 100% of his or her annual cash bonus, and/or Savings and Retirement Plan refunds resulting from excess deferrals into our Savings and Retirement Plan. Deferral elections are irrevocable and generally must be made prior to the first day of the calendar year during which the compensation would be earned. Deferrals are invested into either (1) a flexible deferral account, in which deferrals are treated as if they had been invested into various investment funds as directed by the participant and in which returns vary based on the performance of the funds; or (2) a phantom stock account, in which deferrals are treated as if such amounts are used to purchase our Common Stock at the closing price on the date such deferred compensation would otherwise have been paid, and includes reinvestment of dividends. Participants in the Deferral Plan may elect a lump-sum payout or annual installment payout for up to 15 years following their separation from service, disability, or death. If a participant elects to defer funds into a phantom stock account, distributions will be made in a lump sum in shares of our Common Stock. A participant may also elect to receive his or her account balance in a lump sum upon a change of control of EOG (as defined in the Deferral Plan). A participant may receive an in-service distribution in the following ways:
Nonqualified Deferred Compensation Table for 2025
| ● | through a special deferral account, under which distribution of all or a part of a participant’s account balance can be made over a period of one to five years beginning after the first anniversary of the election; or |
Nonqualified Deferred Compensation Table for 2025
| ● | through a hardship distribution, in which the administrative committee responsible for administering the plan (in its sole discretion) grants the participant’s request for a distribution based on unforeseeable circumstances causing urgent and severe financial hardship for the participant. |
Potential Payments Upon Termination of Employment or Change of Control
Potential Payments Upon Termination of Employment or Change of Control If the employment of any of our NEOs terminates, other than as a result of a change of control of EOG, the EOG Resources, Inc. Severance Pay Plan (“Severance Pay Plan”), which covers all full-time EOG employees, would govern any payments to be received. Each of our NEOs has entered into a change of control agreement with us. If a change of control of EOG occurs and an NEO is terminated, the terms of the NEO’s change of control agreement, along with our retention bonus plan described under “Payments Made Upon a Change of Control — Retention Bonus Plan” below, would govern any payments to be received. In accordance with our 2021 Stock Plan, upon termination of employment or change of control, unvested performance units and unvested restricted stock/RSUs shall either vest or be forfeited based on the reasons for termination, as set forth in the governing grant agreement and as further described below.
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control September 2023 Stock Grants. The following discussion summarizes the treatment, upon termination of employment or change of control, of the stock grants under our 2021 Stock Plan that were awarded to our NEOs in September 2023 and were unvested as of December 31, 2025. Normal Retirement At or After Age 62. In the event an NEO retires at or after age 62 with at least five years of EOG service, the NEO would be entitled to the same benefits as any other of our retiring employees. In accordance with the terms of the governing grant agreements, upon an NEO’s retirement at or after age 62 with at least five years of EOG service,
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the performance units will lapse; the applicable performance multiple will be the performance multiple for the three-year performance period certified by the Compensation Committee; and the shares of Common Stock represented by the performance units (as adjusted for the applicable performance multiple) will be released as soon as administratively practicable following the original vesting date, subject to the six-month delay applicable to specified employees under Section 409A of the Code; and |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the RSUs will lapse on the original vesting date and the related shares will be released as soon as administratively practicable following the original vesting date, subject to the six-month delay applicable to specified employees under Section 409A of the Code and provided that all provisions of the NEO’s related non-competition agreement (with a restricted period expiring on the original vesting date) are satisfied. |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
Company-Approved Retirement Prior to Age 62 (Early Retirement). In the event an NEO chooses to retire at or after age 55 but prior to age 62 with at least five years of EOG service and the retirement is designated in writing by EOG as a “Company-approved Retirement prior to age 62,” the NEO would be entitled to the same benefits as any other employee whose retirement was designated as a “Company-approved Retirement prior to age 62”. In the event an NEO is eligible for early retirement but is involuntarily terminated by EOG other than for Cause or performance reasons, such termination will be treated as a “Company-approved Retirement prior to age 62”. In order to be designated a “Company-approved Retirement prior to age 62,” the NEO must agree to enter into a six-month non-competition agreement with us. In accordance with the terms of the governing grant agreements, upon an NEO’s “Company-approved Retirement prior to age 62,”
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | for performance units, the applicable performance multiple will be the performance multiple for the three-year performance period certified by the Compensation Committee and, for each whole year that has passed since the grant date, 33% of the shares of Common Stock represented by the performance units (as adjusted for the applicable performance multiple) will be released as soon as administratively practicable following the original vesting date, subject to the six-month delay applicable to specified employees under Section 409A of the Code and provided that all provisions of the NEO’s related non-competition agreement are satisfied; |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
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Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | for restricted stock, the restrictions on 33% of the restricted stock will lapse for each whole year that has passed since the grant date and the related shares will be released as soon as administratively practicable following the six-month anniversary of the date of retirement, provided that all provisions of the NEO’s related non-competition agreement are satisfied; and |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | for RSUs, the restrictions on 33% of the RSUs will lapse for each whole year that has passed since the grant date and the related shares will be released as soon as administratively practicable following the original vesting date, subject to the six-month delay applicable to specified employees under Section 409A of the Code and provided that all provisions of the NEO’s related non-competition agreement are satisfied. |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
Involuntary Termination (Not for Cause or Performance Reasons) Prior to Eligibility for Early Retirement. In accordance with the terms of the governing grant agreements, upon involuntary termination other than for Cause or performance reasons and the NEO is not yet eligible for early retirement,
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | for performance units, the applicable performance multiple will be the performance multiple for the three-year performance period certified by the Compensation Committee and, for each whole year that has passed since the grant date, 33% of the shares of Common Stock represented by the performance units (as adjusted for the applicable performance multiple) will be released as soon as administratively practicable following the original vesting date, subject to the six-month delay applicable to specified employees under Section 409A of the Code; and |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | for restricted stock, the restrictions on 33% of the restricted stock will lapse for each whole year that has passed since the grant date and the related shares will be released as soon as administratively practicable following the date of termination. |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
Voluntary Termination, Involuntary Termination for Performance Reasons or Termination for Cause. In accordance with the terms of the governing grant agreements, upon voluntary termination, involuntary termination for performance reasons or termination for Cause, all performance units (including any additional performance units which may have been awarded or credited upon the completion of the three-year performance period based on the applicable performance multiple certified by the Compensation Committee) and restricted stock/RSUs shall be forfeited and canceled. Disability or Death. In accordance with the terms of the governing grant agreements, upon disability,
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the performance units will lapse; the applicable performance multiple will be the performance multiple for the three-year performance period certified by the Compensation Committee; and the shares of Common Stock represented by the performance units (as adjusted for the applicable performance multiple) will be released as soon as administratively practicable following the original vesting date, subject to the six-month delay applicable to specified employees under Section 409A of the Code; |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the restricted stock will lapse and the related shares will be released as soon as administratively practicable following the date of termination; and |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the RSUs will lapse and the related shares will be released as soon as administratively practicable following the original vesting date, subject to the six-month delay applicable to specified employees under Section 409A of the Code. |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
In accordance with the terms of the governing grant agreements, upon death,
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the performance units will lapse; the applicable performance multiple will be (A) 100% (if the date of death is on or prior to the end date of the three-year performance period) and the shares of Common Stock represented by the performance units will be released as soon as administratively practicable following the date of death; or (B) the performance multiple for the performance period certified by the Compensation Committee (if the date of death is subsequent to the end date of the performance period) and the shares of Common Stock represented by the performance units (as adjusted for the applicable performance multiple) will be released as soon as administratively practicable following the vesting date; and |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the restricted stock/RSUs will lapse and the related shares will be released as soon as administratively practicable following the date of death. |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
Change of Control. In accordance with the terms of the governing grant agreements, upon the termination of employment by the company without Cause or by the NEO for Good Reason during the two-year period following a change of control of EOG,
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the performance units will lapse; the applicable performance multiple will be (A) based on the respective TSR of EOG and each of our peer companies (as specified in the grant agreement) over the three-year performance period (using, for purposes of such calculations, the 30-calendar day period immediately preceding the effective date of the change of control as the end month of the performance period), if the date of termination is prior to the end date of the three-year performance period, or (B) the performance multiple for the performance period certified by the Compensation Committee if the date of termination is on or subsequent to the end date of the performance period; and the shares of Common Stock represented by the performance units (as adjusted for the applicable performance multiple) will be released as soon as administratively practicable following the date of termination, subject to the six-month delay applicable to specified employees under Section 409A of the Code; |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the restricted stock will lapse and the related shares will be released as soon as administratively practicable following the date of termination; and |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
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Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the RSUs will lapse and the related shares will be released as soon as administratively practicable following the date of termination, subject to the six-month delay applicable to specified employees under Section 409A of the Code. |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
If the event constituting the change of control does not qualify as a change in effective ownership or control of EOG for purposes of Section 409A, then the release of shares of Common Stock in respect of performance units and RSUs shall be delayed until the earliest time that such distribution or payment would be permissible under Section 409A. Stock Grants after September 2023. The following discussion summarizes the treatment, upon termination of employment or change of control, of the stock grants under our 2021 Stock Plan that were awarded to our NEOs after September 2023 and were unvested as of December 31, 2025. Normal Retirement At or After Age 62. In the event an NEO retires at or after age 62 with at least five years of EOG service, the NEO would be entitled to the same benefits as any other of our retiring employees. In accordance with the terms of the governing grant agreements, upon an NEO’s retirement at or after age 62 with at least five years of EOG service, provided that the retirement date is at least 12 months after the grant date and all provisions of the NEO’s related non-competition agreement (with a restricted period expiring on the original vesting date) are satisfied,
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the performance units will lapse on the original vesting date; the applicable performance multiple will be the performance multiple for the three-year performance period certified by the Compensation Committee; and the shares of Common Stock represented by the performance units (as adjusted for the applicable performance multiple) will be released as soon as administratively practicable following the original vesting date, subject to the six-month delay applicable to specified employees under Section 409A of the Code; and |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the RSUs will lapse on the original vesting date and the related shares will be released as soon as administratively practicable following the original vesting date, subject to the six-month delay applicable to specified employees under Section 409A of the Code. |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
If the retirement date is less than 12 months after the grant date or the NEO does not comply with all provisions of the related non-competition agreement, the performance units and RSUs will be forfeited and canceled. Company-Approved Retirement Prior to Age 62 (Early Retirement). In the event an NEO chooses to retire at or after age 55 but prior to age 62 with at least five years of EOG service and the retirement is designated in writing by EOG as a “Company-approved Retirement prior to age 62,” the NEO would be entitled to the same benefits as any other employee whose retirement was designated as a “Company-approved Retirement prior to age 62”. In the event an NEO is eligible for early retirement but is involuntarily terminated by EOG other than for Cause or performance reasons, such termination will be treated as a “Company-approved Retirement prior to age 62”. In order to be designated a “Company-approved Retirement prior to age 62,” the NEO must agree to enter into a non-competition agreement (with a restricted period expiring on the original vesting date) with us. In accordance with the terms of the governing grant agreements, upon an NEO’s “Company-approved Retirement prior to age 62,” provided that all provisions of the NEO’s related non-competition agreement (with a restricted period expiring on the original vesting date) are satisfied,
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | all restrictions on the performance units will lapse on the original vesting date; the applicable performance multiple will be the performance multiple for the three-year performance period certified by the Compensation Committee; and, for each whole year that has passed since the grant date, 33% of the shares of Common Stock represented by the performance units (as adjusted for the applicable performance multiple) will be released as soon as administratively practicable following the original vesting date, subject to the six-month delay applicable to specified employees under Section 409A of the Code; and |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
| ● | the restrictions on 33% of the restricted stock/RSUs will lapse on the original vesting date for each whole year that has passed since the grant date and the related shares will be released as soon as administratively practicable following the original vesting date, subject (with respect to RSUs) to the six-month delay applicable to specified employees under Section 409A of the Code. |
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
If the NEO does not comply with all provisions of the related non-competition agreement, the performance units and restricted stock/RSUs will be forfeited and canceled. Other Termination of Employment/Change of Control Events. The treatment of the performance units grants and restricted stock/RSUs grants under the governing grant agreements upon any other termination of employment/change of control event (other than normal retirement at or after age 62 or early retirement) will be the same as the treatment of the performance units grants and restricted stock/RSU grants under the 2021 Stock Plan that were awarded in September 2023 (see summary above under “September 2023 Stock Grants”).
Treatment of Stock Grants Under Our 2021 Stock Plan Upon Termination of Employment or Change of Control
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Potential Payments Upon Termination of Employment or Change of Control Table
Potential Payments Upon Termination of Employment or Change of Control Table The following tables show the estimated potential payments and benefits that would be received by each current NEO in the event of his or her termination of employment as a result of each of the circumstances described above and assumes that any termination was effective as of December 31, 2025. The closing price of our Common Stock on the NYSE on December 31, 2025 was $105.01 per share. The actual amounts to be paid can only be determined at the time of the NEO’s actual termination.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of Mr. Ezra Y. Yacob, our CEO, and the annual total compensation of our “Median Employee”. For 2025, our last completed fiscal year:
Chief Executive Officer Pay Ratio
| ● | the annual total compensation of our CEO (determined as described below) was $17,576,636; and |
Chief Executive Officer Pay Ratio
| ● | the annual total compensation of our Median Employee (determined as described below) was $225,792. |
Chief Executive Officer Pay Ratio
Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the Median Employee was 78 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. We used the following material assumptions, adjustments and estimates to identify the Median Employee and to determine the annual total compensation of our CEO and the Median Employee:
Chief Executive Officer Pay Ratio
| ● | We determined that, as of December 31, 2025, our employee population consisted of approximately 3,411 individuals (excluding the CEO) who were working at our parent company and consolidated subsidiaries and who were located in the following countries: The Kingdom of Bahrain (“Bahrain”), The Republic of Trinidad and Tobago (“Trinidad”), the United Arab Emirates (“UAE”), and the United States of America (“U.S.”). This population consisted of our full-time, part-time, and temporary employees. |
Chief Executive Officer Pay Ratio
| ● | As permitted under SEC rules, we adjusted the employee population to exclude 139 non-U.S. employees (or approximately 4.1% of the employee population) from the following foreign jurisdictions: |
Chief Executive Officer Pay Ratio
| - | Bahrain: 2 employees |
Chief Executive Officer Pay Ratio
| - | Trinidad: 134 employees |
Chief Executive Officer Pay Ratio
| - | UAE: 3 employees |
Chief Executive Officer Pay Ratio
After excluding the foregoing non-U.S. employees, our adjusted employee population as of December 31, 2025 was 3,272.
Chief Executive Officer Pay Ratio
| ● | To identify the Median Employee from our adjusted employee population, we first determined each employee’s base salary as of December 31, 2025, overtime earnings and annual cash bonus paid for fiscal year 2025 as reflected in our payroll records, and the grant value of restricted stock/RSUs granted during fiscal year 2025. Then we identified our Median Employee from our adjusted employee population based on this compensation measure. |
Chief Executive Officer Pay Ratio
| ● | In accordance with the SEC rules, we determined the CEO’s 2025 annual total compensation to be equal to $17,576,636, which represents the amount reported for fiscal year 2025 for our CEO in the “Total” column of our “Summary Compensation Table” above. |
Chief Executive Officer Pay Ratio
| ● | We determined the Median Employee’s 2025 total annual compensation to be equal to $225,792, which represents the amount of such employee’s compensation for fiscal year 2025 that would have been reported in our “Summary Compensation Table” in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K if the employee had been an NEO for fiscal year 2025. |
Chief Executive Officer Pay Ratio
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Pay-Versus-Performance Disclosure
| (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 beginning in September 2022. Refer to Annex A for the calculation of ROCE for each of the fiscal years. |