DEF 14A of Eog Resources Inc, Mar 28, 2024

DEF 14A of Eog Resources Inc

Filed Mar 28, 2024 · FY20230001193125-24-080647

Open on EDGAR

  1. May 22, 2024

    | | Page | | EXECUTIVE COMPENSATION | 35 | | Summary Compensation Table | 35 | | Grants of Plan-Based Awards Table for 2023 | 36 | | Material Terms of Plan-Based Awards | 36 | | Outstanding Equity Awards at 2023 Fiscal Year-End Table | 37 | | SAR Exercises and Restricted Stock/RSU and Performance Unit Vestings Table for 2023 | 39 | | Pension Benefits | 39 | | Nonqualified Deferred Compensation Table for 2023 | 39 | | Employment Agreements | 40 | | Potential Payments Upon Termination of Employment or Change of Control | 40 | | Potential Payments Upon Termination of Employment or Change of Control Table | 46 | | Chief Executive Officer Pay Ratio | 49 | | Pay-Versus-Performance Disclosure | 50 | | DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES | 53 | | Director Compensation Table for 2023 | 54 | | RELATED PARTY TRANSACTIONS | 55 | | ITEM 1. ELECTION OF DIRECTORS | 56 | | ITEM 2. RATIFICATION OF APPOINTMENT OF AUDITORS | 64 | | General | 64 | | Ratification of Appointment for 2024 | 65 | | ITEM 3. NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 66 | | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 68 | | Proposals for 2025 Annual Meeting of Stockholders and 2025 Proxy Materials | 68 | | Nominations for 2025 Annual Meeting of Stockholders and for Any Special Meetings of Stockholders | 68 | | Other Stockholder Business for 2025 Annual Meeting of Stockholders | 70 | | GENERAL | 71 | | Annex A | A-1 |

  2. Board of Directors

    Board of Directors

  3. 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 Assessment Tools” below, except as otherwise specified or indicated herein; and (2) certain of the measures referenced below and identified with an asterisk (*) are non-GAAP measures, for which reconciliations to comparable GAAP measures and related definitions and discussion are included in Annex A. A glossary of certain terms is also included in Annex A.

  4. Executive Transitions

    Executive Transitions

  5. Executive Transitions

    | • | Mr. Helms served as EOG’s President and Chief Operating Officer from October 2021 until December 18, 2023. Effective December 18, 2023, Mr. Helms serves as President of EOG. |

  6. Executive Transitions

    | • | Mr. Leitzell was named EOG’s Executive Vice President and Chief Operating Officer effective December 18, 2023. Mr. Leitzell previously served as Executive Vice President, Exploration and Production (since May 2021). |

  7. Executive Transitions

    | • | On December 13, 2023, Mr. Driggers informed the Board of his decision to retire from EOG in 2024. In connection with Mr. Driggers’ transition toward retirement, his last day of service as EOG’s Executive Vice President and Chief Financial Officer and principal financial officer was December 31, 2023. Beginning January 1, 2024, Mr. Driggers is employed as an advisor to EOG. |

  8. Executive Transitions

    | • | The Board appointed Ann D. Janssen as EOG’s Executive Vice President and Chief Financial Officer and principal financial officer, effective January 1, 2024. Ms. Janssen previously served as Senior Vice President and Chief Accounting Officer (since February 2018) and principal accounting officer (since September 2010). |

  9. 2023 and 2024 Executive Compensation Decisions and Program Enhancements

    | • | Increased the aggregate weighting on quantitative measures for the determination of annual bonuses to 70% in 2023 and to 80% in 2024 |

  10. 2023 and 2024 Executive Compensation Decisions and Program Enhancements

    | • | Determined to hold September 2023 target long-term incentive award values flat to 2022 for non-CEO NEOs |

  11. 2023 and 2024 Executive Compensation Decisions and Program Enhancements

    | • | Modified the annual RSU awards to our NEOs (beginning with the awards granted in September 2023) to provide that, in the event of retirement at or after age 62, such award will not vest until the original vesting date (versus full/accelerated vesting on the retirement date), subject to the NEO’s compliance with a non-compete agreement with a term expiring on the original vesting date |

  12. 2023 and 2024 Executive Compensation Decisions and Program Enhancements

    | • | Modified the annual restricted stock, RSU and performance unit awards to our NEOs (beginning with the awards granted in December 2023) to provide that, in the event of retirement at or after age 62, (1) only awards granted 12 months or more before the retirement date will vest (versus vesting of all outstanding, unvested awards regardless of grant date) and (2) such awards will vest on the original vesting date, subject to the NEO’s compliance with a non-compete agreement with a term expiring on the original vesting date |

  13. 2023 and 2024 Executive Compensation Decisions and Program Enhancements

    | • | Approved vesting of 25% of 2020 performance unit awards covering the three-year performance period from January 1, 2021 to December 31, 2023, based on EOG’s relative TSR ranking against the peers for this period |

  14. 2023 and 2024 Executive Compensation Decisions and Program Enhancements

    | • | Awarded annual bonuses equal to 140% of target to our NEOs for 2023 performance (as described below) |

  15. Stockholder Engagement and 2023 Say-on-Pay Vote

    Stockholder Engagement and 2023 Say-on-Pay Vote The Compensation Committee values the feedback of our stockholders. In 2023, we continued to engage with our stockholders and solicit their feedback on a wide range of topics, including our strategic direction, our financial and operational performance and our overall executive compensation structure. During the course of our conversations in 2023, our stockholders expressed overall support for our compensation programs and performance-based compensation outcomes. Following these conversations, we have increased the weighting of the quantitative metrics from 70% to 80% of the total performance goals scorecard, effective beginning with the determination of annual bonuses for 2024. At our 2023 annual meeting, approximately 92% of the shares were voted “For” our Say-on-Pay proposal, indicating continued stockholder support.

  16. Key Compensation Program Features

    | Compensation Program Best Practices | | | ✓ | Strong pay-for-performance linkage between company performance, individual performance and executive compensation outcomes | | ✓ | Significant performance-based pay structure for our NEOs | | ✓ | Structured Annual Bonus Plan, including bonus targets and metric weightings, tied to key financial, strategic, operational and organizational goals | | ✓ | Majority of Annual Bonus Plan goals tied to quantitative metrics measuring returns, cash flow, safety and environmental goals, unit costs and stock price performance | | ✓ | Maximum payout opportunity of 200% under Annual Bonus Plan | | ✓ | Long-term incentive program with majority of program tied to relative TSR against industry peers and broader market and absolute ROCE* | | ✓ | Maximum payout opportunity of 200% for performance awards | | ✓ | Performance awards may not be earned above target (100%) if EOG’s absolute TSR over the three-year performance period is negative | | ✓ | Clawback policy in place requiring recoupment of erroneously awarded incentive-based compensation in the event EOG is required to prepare a financial statement restatement (new for 2023) | | ✓ | 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 (new for 2023) | | ✓ | Meaningful stock ownership by, and stock ownership guidelines for, the NEOs | | ✓ | Minimal perks and limited supplemental pension benefits | | ✓ | No employment agreements | | ✓ | No single-trigger change-in-control stock grant vestings or severance benefits or excise tax gross-ups | | ✓ | Anti-hedging and insider trading policies in place | | ✓ | Engagement of an independent compensation consultant reporting to the Compensation Committee |

  17. 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 situations • 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 2023 is directly linked to stock price performance • NEOs are subject to stock ownership requirements |

  18. 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 and broader-market benchmarks 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 |

  19. 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 audited financial 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 |

  20. Role of Independent Consultants

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

  21. Role of Independent Consultants

    | • | Attending and participating in meetings of the Compensation Committee |

  22. Role of Independent Consultants

    | • | Providing input into compensation program design discussions and individual compensation actions, as needed |

  23. 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 |

  24. Role of Independent Consultants

    | • | Reviewing and providing feedback on our SEC filings relating to executive compensation, including our Compensation Discussion and Analysis disclosures |

  25. Role of Independent Consultants

    | • | Keeping the Compensation Committee apprised of trends and other developments affecting executive compensation |

  26. 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.

  27. Compensation Assessment Tools

    Compensation Assessment Tools In order to attract, motivate and retain talented executive officers, we must ensure that our executive compensation program remains competitive with the types and ranges of compensation paid by our peer companies who compete for the same executive talent. On an annual basis, the Compensation Committee reviews and discusses compensation data for our CEO and our other NEOs as compared to compensation data for similarly situated executive officers at peer companies selected by the Compensation Committee. The Compensation Committee selects peer companies with similar market capitalizations and similar lines of business to EOG (i.e., independent exploration and production companies). The peer group changes from time to time as a result of fluctuations in company size, changes in the business lines of our peers, acquisitions, developments in the oil and gas industry and other factors. In February and May 2023, the Compensation Committee reviewed the peer group with the assistance of Meridian. No changes were made to the core benchmarking peer group for 2023. The Compensation Committee considered the following peer group of eight companies in making 2023 compensation decisions:

  28. Compensation Assessment Tools

    | | 2023 Peer Group | | | APA Corporation | ConocoPhillips | Devon Energy Corporation | | Diamondback Energy, Inc. | Hess Corporation | Marathon Oil Corporation | | Occidental Petroleum Corporation | Pioneer Natural Resources Company | |

  29. Compensation Assessment Tools

    As indicated above, as of August 2023, EOG was at or above the 75th percentile of this peer group in terms of enterprise value, market capitalization and total assets. In September 2023, Meridian provided the Compensation Committee with a Top Officer Benchmarking Study based on Meridian’s 2023 North America Oil and Gas Exploration & Production Compensation Survey. The report provided information on the amounts, opportunities and forms of compensation used across our peer group. As a secondary reference, the Compensation Committee also reviewed data from a broader group of oil and gas companies of varying sizes in addition to general industry compensation survey data.

  30. 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 2023 performance, including quantitative goals related to financial and strategic performance weighted 70% in total (increased from 62.5% for 2022). These quantitative financial and strategic performance goals represented the heaviest-weighted goals for our 2023 performance and included six (6) goals related to returns, free cash flow*, unit costs, stock price-related performance and safety and environmental-related performance. As discussed above, effective beginning with annual bonuses for 2024, quantitative goals related to financial and strategic performance will represent 80% of the total performance goals scorecard (increased from 70% in 2023). Operational and organizational execution goals, weighted 30% in total for 2023, encompassed our other goals, including goals with respect to furthering our returns-focused drilling strategy, achieving certain operational targets, maintaining peer leadership in our crude oil, natural gas and NGLs price realizations, well inventory and acreage additions, effective risk management and reaffirming EOG’s unique culture.

  31. Annual Bonus Plan Metric Weighting

    Annual Bonus Plan Metric Weighting Annual goals are based on EOG’s annual operating plan and reflect, among other factors, broader macro-environment factors such as commodity prices and market conditions. The Compensation Committee approves targets it believes are rigorous and aligned with EOG’s strategic objectives. As a result, targets for goals for a particular year may be set above or below the prior year’s target and/or actual performance. The 2023 after-tax rate of return*, ROCE* and free cash flow* targets were set lower than 2022 based on lower commodity prices and weaker market conditions entering 2023. The Compensation Committee evaluated and scored each goal, within a range of 0% to 200% of target, with performance exceeding target scored above 100% and below-target performance scored below 100%. In determining the overall result for the goals with respect to our operational and organizational execution, the Compensation Committee evaluated the results for each of the goals individually as well as collectively, with a focus on performance that supports our returns-focused strategy. The Compensation Committee then made an assessment of our overall performance in respect of such goals, utilizing the same range of 0% to 200% of target (with collective performance exceeding the targets encompassed in such goals to be scored above 100% and below-target collective performance to be scored below 100%). The Compensation Committee’s assessment of our performance against the goals is provided below.

  32. Annual Bonus Plan Metric Weighting

    | | | Performance Goal | Weight | Result | Assessment | | | | Achieve 20% all-in after-tax rate of return* on total capital expenditures based on our internal “premium” price deck of flat $40/Bbl WTI oil and $2.50/Mcf HH natural gas prices | 15% | Achieved a 23% all-in after-tax rate of return* | Achieved | | | | Achieve 20% ROCE* | 15% | Achieved 28% ROCE* (calculated based on non-GAAP adjusted net income) | Significantly exceeded | | | | Generate free cash flow* of $4.5 billion before dividends | 15% | Generated $5.1 billion of free cash flow* before dividends | Exceeded | | | | Achieve median in peer group in TSR performance and forward-year cash flow multiple | 5% | Finished fifth out of nine peers in TSR performance and fourth out of nine peers in forward-year cash flow multiple | Achieved median in TSR performance and exceeded median in forward-year cash flow multiple | | | | Achieve unit cost targets: • ≤$19.0 MM/MBoed Capital Efficiency • ≤$10.50/Boe DD&A • ≤$10.50/Boe Controllable Cash Operating Costs (LOE, G&A, Transportation, G&P Expenses) • Specified All-in Finding Cost per Boe | 5% | Realized actual unit costs: • Capital Efficiency > $19.0 MM/MBoed (did not achieve) • DD&A – $9.72/Boe (significantly exceeded) • Controllable Cash Operating Costs – $10.33/Boe (exceeded) • All-in Finding Cost per Boe exceeded target (did not achieve) | Overall, achieved | | | | Realize total recordable incident rate below 0.5 | 7.5% | Achieved total recordable incident rate below 0.5 (based on preliminary estimate of 2023 metric) | Exceeded | | | | Continued commitment to strong environmental record: • Oil spill rate below 0.01 per Mboe gross volumes • Oil recovery rate > 50% • Methane emissions intensity below 0.6 metric tons of CO2e per Mboe gross volumes • GHG emissions intensity below 13.5 metric tons of CO2e per Mboe gross volumes • Flaring intensity below 1.4 metric tons of CO2e per Mboe gross volumes • Wellhead gas capture rate of 99.8% or higher | 7.5% | Attained or surpassed specified environmental metric targets (based on preliminary estimates of 2023 metrics) | Exceeded | | | | Total Weight | 70% | | | | | | Executing on our 2023 plan through goals related to well economics, acreage additions, well inventory, effective risk management and reaffirming EOG’s unique culture, including by seeking to: | | Executed on our 2023 plan as follows: | Overall, exceeded | | | | • Drill 80% “premium” wells | | • Drilled 80% “premium” wells | | | | | • Capture > 50,000 net acres with “premium” resource potential | | • Captured > 50,000 net acres with “premium” resource potential | | | | | • Achieve the following production targets | | • Attained the following: | | | | | – 473 MBbld crude oil and condensate production | | – 475.8 MBbld crude oil and condensate production | | | | | – 1,000 MBoed total production | | – 984.8 MBoed total production | | | | | • Maintain peer leadership in product marketing | | • Led peers in product marketing, as measured by price realizations for crude oil, natural gas and NGLs | | | | | • Minimize total well cost increase at or below 10% | | • Achieved total well cost increase < 10% | | | | | • Continually improve EOG’s safety culture | | • Advanced EOG’s established safety culture, including increased safety leadership program attendance | | | | | Total Weight | 30% | | |

  33. Annual Bonus Plan Metric Weighting

    Consistent with its determination of bonuses in prior years, the Compensation Committee applied the results above to the NEOs’ 2023 bonus target percentages. The Compensation Committee did not make changes to the NEO bonus target percentages for 2023. In connection with his promotion to Chief Operating Officer, the Compensation Committee increased the bonus target percentage for Mr. Leitzell from 90% to 100% of base salary, effective beginning with compensation to be paid in respect of fiscal year 2024 performance. The performance factors reflect each NEO’s contribution to the company’s achievement of 2023 performance goals and the officer’s achievement of his individual performance goals. Based on the results of the Compensation Committee’s assessment set forth above, the Compensation Committee awarded a bonus, paid entirely in cash, to each of the NEOs for 2023 performance as follows:

  34. Annual Bonus Plan Metric Weighting

    | Name | Base Salary as of 12/31/2023 | Bonus Target (as a % of Base Salary) | Performance Factor | Actual Bonus Paid | | Ezra Y. Yacob | $1,200,000 | 150% | 140% | $2,520,000 | | Lloyd W. Helms, Jr. | $825,000 | 100% | 140% | $1,155,000 | | Timothy K. Driggers | $735,000 | 90% | 140% | $926,100 | | Michael P. Donaldson | $735,000 | 90% | 140% | $926,100 | | Jeffrey R. Leitzell | $615,000 | 90% | 140% | $775,000 |

  35. 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 NEOs’ compensation to our stock price performance, both on an absolute and relative basis. The long-term incentive awards are granted under the terms of the 2021 Stock Plan. In 2023, our NEOs’ long-term incentives consisted of two vehicles:

  36. Long-Term Incentives

    | • | Performance Units (60% weighting) |

  37. Long-Term Incentives

    | • | Restricted Stock/RSUs (40% weighting) |

  38. Long-Term Incentives

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

  39. 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%) on the relative TSR performance objective • 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 • 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 objectives 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 (for example, the discovery of significant oil and gas reserves) | • “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 |

  40. 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:

  41. Long-Term Incentives

    | • | Compensation data from our peer group and general industry for executives in similar positions |

  42. Long-Term Incentives

    | • | An evaluation of our progress to-date towards achieving our pre-determined company performance goals |

  43. Long-Term Incentives

    | • | Individual NEO contributions toward achievement of our performance goals and the officer’s achievement towards his performance goals |

  44. Long-Term Incentives

    | • | General market and industry conditions |

  45. Long-Term Incentives

    In September 2023, based on a review of benchmark data, the Compensation Committee determined to hold September 2023 target long-term incentive award opportunities flat to 2022 for our NEOs, other than Mr. Yacob. In recognition of his continued growth in the role of Chief Executive Officer, the Compensation Committee approved an increase for Mr. Yacob’s September 2023 annual award. Additionally, in connection with Mr. Leitzell’s promotion to Chief Operating Officer in December 2023, the Compensation Committee approved a promotional long-term incentive award for Mr. Leitzell, effective December 18, 2023. Such award had an aggregate target grant date value of $1,200,000, comprised of (i) 60% performance units subject to the same vesting and TSR/performance multiple provisions as the September 2023 award and (ii) 40% restricted stock subject to a three-year “cliff” vesting period. Awards provided to our NEOs in 2023 are summarized in the table below.

  46. Long-Term Incentives

    | Name | Target Grant Value | Target Performance Unit Value (60% Weighting) | Performance Units | Target Restricted Stock/RSU Value (40% Weighting) | Restricted Stock/ RSUs | | September 2023 Annual Award | | | | | | | Ezra Y. Yacob | $10,000,000 | $6,000,000 | 45,392 | $4,000,000 | 30,261 | | Lloyd W. Helms, Jr. | $4,550,000 | $2,730,000 | 20,653 | $1,820,000 | 13,769 | | Timothy K. Driggers | $3,225,000 | $1,935,000 | 14,639 | $1,290,000 | 9,759 | | Michael P. Donaldson | $3,000,000 | $1,800,000 | 13,617 | $1,200,000 | 9,078 | | Jeffrey R. Leitzell | $1,600,000 | $960,000 | 7,262 | $640,000 | 4,841 | | December 2023 Promotional Award | | | | | | | Jeffrey R. Leitzell | $1,200,000 | $720,000 | 5,920 | $480,000 | 3,946 |

  47. Long-Term Incentives

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

  48. 2023 Performance Unit Awards

    2023 Performance Unit Awards

  49. Relative TSR Performance (Primary Performance Metric)

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

  50. Relative TSR Performance (Primary Performance Metric)

    | EOG Rank | Performance Multiple | | 1 | 200% | | 2 | 175% | | 3 | 150% | | 4 | 125% | | 5 | 100% | | 6 | 75% | | 7 | 50% | | 8 | 25% | | 9 | 0% | | 10 | 0% |

  51. 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).

  52. Performance Peer Group

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

  53. Performance Peer Group

    | • | APA Corporation |

  54. Performance Peer Group

    | • | Coterra Energy Inc. |

  55. Performance Peer Group

    | • | ConocoPhillips |

  56. Performance Peer Group

    | • | Devon Energy Corporation |

  57. Performance Peer Group

    | • | Diamondback Energy, Inc. |

  58. Performance Peer Group

    | • | Marathon Oil Corporation |

  59. Performance Peer Group

    | • | Occidental Petroleum Corporation |

  60. Performance Peer Group

    | • | Ovintiv Inc. |

  61. Performance Peer Group

    | • | S&P 500 Index |

  62. Return on Capital Employed (Modifier to Performance Multiple)

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

  63. Summary of 2023 Performance Unit Award Design

    Summary of 2023 Performance Unit Award Design

  64. September 2020 and January 2021 Performance Unit Awards Payout

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

  65. 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 qualified termination of their employment. The Compensation Committee believes that these change of control benefits, which are a significant component of our executive compensation program, are an appropriate retention device in a competitive market and believes that our NEOs should be compensated if they (1) are involuntarily terminated (other than for cause) after a change of control of EOG or (2) voluntarily terminate their employment with EOG after a change of control of EOG under circumstances that constitute “good reason” (as defined in the change of control agreements).

  66. Other Compensation and Benefits

    Other Compensation and Benefits Savings and Retirement Plan. For fiscal year 2023, we maintained the EOG Resources, Inc. Savings and Retirement Plan (as amended, the “Savings and Retirement Plan”), a defined contribution plan that qualified under Section 401(a) of the Code, under which we matched 100% of an employee’s pre-tax contributions up to 6% of the employee’s annual base salary, overtime pay (if any) and annual cash bonus, subject to applicable statutory limits. Under this plan, we also contribute an additional 3% to 9% (depending on the employee’s age and years of EOG service) of the employee’s annual base salary, overtime pay (if any) and annual cash bonus, subject to applicable statutory limits. In 2023, the contribution percentage for each of the NEOs was 9%, except for Mr. Leitzell for whom the contribution percentage was 7%. We have no supplemental retirement benefits for our executive officers, other than the Make-Whole Contributions described under “Deferral Plan” below. Deferral Plan. To allow certain key employees, including the NEOs, to reduce their current compensation, thereby reducing current taxable income, we maintain the Deferral Plan under which a percentage of annual base salary, annual cash bonus and Savings and Retirement Plan refunds resulting from excess deferrals into our Savings and Retirement Plan may be deferred to a later specified date. The Deferral Plan pays at-market mutual fund investment returns or treats deferrals as if they were invested in our Common Stock, based upon participant elections, and does not credit above-market or preferential earnings. We may make contributions to the Deferral Plan on behalf of the NEOs in the event of a reduction in benefits under our Savings and Retirement Plan due to either applicable statutory and/or plan earnings limits or because the NEO elects to defer annual base salary and/or annual cash bonus into the Deferral Plan. These contributions (“Make-Whole Contributions”) are intended to provide the entire contribution amount to the NEO’s retirement accounts as if there were no statutory or other limitations. Perquisite Allowances. In 2023, the NEOs each received an annual perquisite allowance of $2,600. The perquisite allowance is not “grossed up” to account for income taxes. We provide a perquisite allowance rather than pay for perquisites on an individual basis to lessen the administrative burden of documentation for individual items. NEOs do not have to submit reimbursement requests for the enumerated items and are able to select among various perquisites as they believe appropriate. Matching Gifts. To encourage charitable giving, we will match qualifying donations to charitable organizations up to $100,000 annually per eligible employee or director, generally at a dollar-for-dollar rate. From time to time, we will offer special charitable giving opportunities to our employees, pursuant to which we will match contributions at a higher rate and, as a result of which, charitable matching contributions made by EOG in respect of a particular employee may exceed $100,000 in a given year. NEOs may participate in our matching gifts program and special charitable giving opportunities to the same extent as other eligible employees. Employee Stock Purchase Plan. Each NEO has the opportunity to participate in the EOG Resources, Inc. Employee Stock Purchase Plan (as amended, the “ESPP”) to the same extent as all other employees. The ESPP allows employees to purchase our Common Stock at a 15% discount to the closing price of our Common Stock as of certain dates, with no commission or fees, subject to applicable statutory limits. Medical, Fitness/Wellness, Vacation, Life and Disability Plans. Each NEO participates in the same benefit plans available to all of our employees. We have no executive officer medical, fitness/wellness, vacation, life or disability plans. Service Awards. NEOs participate in our service award program that recognizes years of service provided to EOG to the same extent as all other employees. Subsidized Parking. We offer subsidized parking to all of our employees in Houston, Texas. Income is imputed for the amount of the parking subsidy that exceeds the maximum allowable as a nontaxable fringe benefit under the Code. The imputed income does not include “gross-ups” to account for income taxes.

  67. 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 Named Executive Officers may not be deductible due to the application of Section 162(m) of the Code. The Compensation Committee believes that any lost deduction on compensation payable in excess of the $1 million annual deduction limit for the Named Executive Officers is not material relative to the benefit of being able to attract and retain a highly qualified and motivated management team. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation” (“ASC Topic 718”). ASC Topic 718 requires a public company to measure the cost of employee services received in exchange for an award of equity based on the grant date fair value of the award. Our long-term incentive awards to the NEOs (and to our other employees) are structured to maintain the appropriate accounting treatment. Code Section 409A. Section 409A of the Code provides that deferrals of compensation under a nonqualified deferred compensation plan or arrangement are to be included in an individual’s current gross income to the extent that such deferrals are not subject to a substantial risk of forfeiture and have not previously been included in the individual’s gross income, unless certain requirements are met. We structure our Deferral Plan, stock plans, change of control agreements, severance plans and agreements and other incentive plans and agreements, each to the extent they are subject to Section 409A, to be in compliance with Section 409A. We do not currently grant any discounted SARs to which Section 409A may apply. Code Sections 280G and 4999. The change of control agreements in effect for our executive officers provide that, upon a change of control, we will either (i) reduce the amount of severance benefits otherwise payable to the executive officer so that such severance benefits will not be subject to excise tax for purposes of Code Sections 280G and 4999 or (ii) pay the full amount of severance benefits to the executive officer (but with no tax “gross-up”), whichever produces the better after-tax result for the executive officer (often referred to as the “best-of-net” approach).

  68. Summary Compensation Table

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

  69. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(a) | Stock Awards ($)(b) | SAR Awards ($)(c) | Non-Equity Incentive Plan Comp ($)(d) | All Other Compensation ($)(e) | Total ($) | | EZRA Y. YACOB Chairman of the Board and Chief Executive Officer | 2023 | $1,169,231 | $10,496,402 | | $2,520,000 | $373,139 | $14,558,772 | | | 2022 | $867,692 | $9,648,992 | | $1,867,000 | $257,518 | $12,641,202 | | | 2021 | $687,933 | $6,591,486 | $1,027,635 | $1,232,500 | $213,333 | $9,752,887 | | LLOYD W. HELMS, JR. President | 2023 | $815,769 | $4,775,844 | | $1,155,000 | $307,069 | $7,053,682 | | | 2022 | $760,385 | $4,878,028 | | $1,110,000 | $281,236 | $7,029,649 | | | 2021 | $729,615 | $3,863,914 | $451,976 | $1,065,800 | $304,084 | $6,415,389 | | TIMOTHY K. DRIGGERS Executive Vice President and Chief Financial Officer | 2023 | $728,846 | $3,385,078 | | $926,100 | $315,113 | $5,355,137 | | | 2022 | $691,154 | $3,457,439 | | $907,000 | $345,440 | $5,401,033 | | | 2021 | $666,923 | $2,819,654 | $329,821 | $874,400 | $223,284 | $4,914,082 | | MICHAEL P. DONALDSON Executive Vice President, General Counsel and Corporate Secretary | 2023 | $728,846 | $3,148,795 | | $926,100 | $293,771 | $5,097,512 | | | 2022 | $691,154 | $3,216,288 | | $907,000 | $292,374 | $5,106,816 | | | 2021 | $666,923 | $2,610,786 | $305,386 | $874,400 | $245,996 | $4,703,491 | | JEFFREY R. LEITZELL Executive Vice President and Chief Operating Officer | 2023 | $524,231 | $2,900,940 | | $775,000 | $142,578 | $4,342,749 | | | 2022 | $442,385 | $1,715,270 | | $581,000 | $130,734 | $2,869,389 | | | 2021 | $419,154 | $1,357,562 | $158,796 | $558,500 | $222,638 | $2,716,650 |

  70. 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. |

  71. 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 2023” 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. |

  72. Summary Compensation Table

    | (c) The Compensation Committee did not grant SARs to the NEOs in 2023. Amounts for 2021 represent the grant date fair value of SAR awards based on the Hull-White II binomial option pricing model. |

  73. Summary Compensation Table

    | (d) Amounts represent cash bonuses paid under the Annual Bonus Plan. See “Executive Compensation Program for 2023 — Annual Bonus” above for further discussion. |

  74. Summary Compensation Table

    | (e) All Other Compensation for 2023 consists of: |

  75. 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, as follows: Mr. Yacob, $318,779; Mr. Helms, $279,203; Mr. Driggers, $227,950; Mr. Donaldson, $240,108; and Mr. Leitzell, $133,365. |

  76. Summary Compensation Table

    | • | Perquisites and other personal benefits consisting of (1) cash perquisite allowances of $2,600 for each of the NEOs; (2) charitable matching contributions made by EOG for the NEOs, as follows: Mr. Yacob, $45,127; Mr. Helms, $18,613; Mr. Driggers, $77,500; and Mr. Donaldson, $44,450; (3) expenses for spouse travel of $5,613 for each of the NEOs (including a “gross-up” for payment of taxes); (4) company contributions of $1,000 into the NEO’s health savings account or provided as taxable income to NEOs age 65 or older due to IRS regulations; and (5) a wellness incentive for the NEOs, as follows: Mr. Yacob, $20; Mr. Helms, $40; and Mr. Driggers, $450. |

  77. Grants of Plan-Based Awards Table for 2023

    Grants of Plan-Based Awards Table for 2023 The following table summarizes certain information regarding grants made to each of the NEOs during 2023 under the 2021 Stock Plan.

  78. Grants of Plan-Based Awards Table for 2023

    | Name | Approval Date(a) | Grant Date(a) | Estimated Possible Payments under Non-Equity Incentive Plan Awards(b) | | | Estimated Future Payments under Equity Incentive Plan Awards(c) | | | All Other Stock Awards; Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and SAR Awards ($)(d) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ezra Y. Yacob | 09/13/23 | 09/15/23 | | | | 0 | 45,392 | 90,784 | | $6,496,503 | | | 09/13/23 | 09/15/23 | | | | | | | 30,261 | $3,999,899 | | | | | $0 | $1,800,000 | $3,600,000 | | | | | | | Lloyd W. Helms, Jr. | 09/13/23 | 09/15/23 | | | | | 20,653 | 41,306 | | $2,955,857 | | | 09/13/23 | 09/15/23 | | | | | | | 13,769 | $1,819,987 | | | | | $0 | $825,000 | $1,650,000 | | | | | | | Timothy K. Driggers | 09/13/23 | 09/15/23 | | | | 0 | 14,639 | 29,278 | | $2,095,134 | | | 09/13/23 | 09/15/23 | | | | | | | 9,759 | $1,289,944 | | | | | $0 | $661,500 | $1,323,000 | | | | | | | Michael P. Donaldson | 09/13/23 | 09/15/23 | | | | 0 | 13,617 | 27,234 | | $1,948,865 | | | 09/13/23 | 09/15/23 | | | | | | | 9,078 | $1,199,930 | | | | | $0 | $661,500 | $1,323,000 | | | | | | | Jeffrey R. Leitzell | 09/13/23 | 09/15/23 | | | | 0 | 7,262 | 14,524 | | $1,039,338 | | | 09/13/23 | 09/15/23 | | | | | | | 4,841 | $639,883 | | | 12/12/23 | 12/18/23 | | | | 0 | 5,920 | 11,840 | | $741,806 | | | 12/12/23 | 12/18/23 | | | | | | | 3,946 | $479,913 | | | | | $0 | $553,500 | $1,107,000 | | | | | |

  79. Grants of Plan-Based Awards Table for 2023

    | (a) The Compensation Committee determines the grant amount for each NEO to be granted on the same future grant date as other employees. |

  80. Grants of Plan-Based Awards Table for 2023

    | (b) The target amounts are based on the NEO’s salary as of December 31, 2023 and bonus target percentage as approved by the Compensation Committee. 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 2023 performance under the Annual Bonus Plan are set forth in the “Non-Equity Incentive Plan Comp” column of the “Summary Compensation Table” above. |

  81. Grants of Plan-Based Awards Table for 2023

    | (c) As set forth in the performance multiple scale in the “Executive Compensation Program for 2023 — Long-Term Incentives” section above, a performance multiple of 0% to 200% will be applied to the performance units granted September 15, 2023 and December 18, 2023 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 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 ROCE* modifier, exceed 200%. The overall performance award payout (after considering both relative TSR and the impact of the ROCE* modifier) is capped at target (100%) if EOG’s absolute TSR is negative over the three-year performance period. Such performance units “cliff” vest the February 28th immediately following the completion of the three-year performance period (January 2024 – December 2026). |

  82. Grants of Plan-Based Awards Table for 2023

    | (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 15, 2023: an expected volatility of 44.97% over a 3.29-year period preceding the valuation date and a risk-free interest rate of 4.55%. Based on the Monte Carlo simulation, using the above assumptions, the value of the performance units was $143.12 per unit. We used the following assumptions for the performance units awarded on December 18, 2023: an expected volatility of 40.99% over a 3.05-year period preceding the valuation date and a risk-free interest rate of 4.07%. Based on the Monte Carlo simulation, using the above assumptions, the value of the performance units was $125.305 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 restricted stock/RSUs awarded on September 15, 2023 was $132.18 per share/unit. The grant date fair value for the restricted stock awarded on December 18, 2023 was $121.62 per share/unit. |

  83. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 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, 2023 for each of the NEOs.

  84. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | Name | Number of Securities Underlying Unexercised SARs Exercisable (#) | Number of Securities Underlying Unexercised SARs Unexercisable (#) | SAR Exercise Price ($) | SAR Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(a) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(b) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(a) | | Ezra Y. Yacob | 7,232 | — | $127.00 | 09/27/25 | 84,496(e) | $10,219,791 | 161,610(j) | $19,546,730 | | | 3,016 | — | $37.44 | 09/28/27 | | | | | | | — | 1,600(c) | $49.86 | 01/04/28 | | | | | | | 12,725 | 12,764(d) | $81.81 | 09/27/28 | | | | | | Lloyd W. Helms, Jr. | 6,049 | — | $37.44 | 09/28/27 | 40,622(f) | $4,913,231 | 103,946(k) | $12,572,269 | | | — | 6,049(d) | $81.81 | 09/27/28 | | | | | | Timothy K. Driggers | 21,202 | — | $96.29 | 09/25/24 | 30,166(g) | $3,648,578 | 74,915(l) | $9,060,969 | | | 13,019 | — | $127.00 | 09/27/25 | | | | | | | 13,214 | — | $75.09 | 09/26/26 | | | | | | | 13,214 | — | $37.44 | 09/28/27 | | | | | | | 8,800 | 4,414(d) | $81.81 | 09/27/28 | | | | | | Michael P. Donaldson | 4,087 | — | $37.44 | 09/28/27 | 28,023(h) | $3,389,382 | 69,502(m) | $8,406,267 | | | 4,074 | 4,087(d) | $81.81 | 09/27/28 | | | | | | Jeffrey R. Leitzell | 6,150 | — | $96.29 | 09/25/24 | 18,780(i) | $2,271,441 | 32,066(n) | $3,878,383 | | | 8,190 | — | $127.00 | 09/27/25 | | | | | | | 8,640 | — | $75.09 | 09/26/26 | | | | | | | 8,640 | — | $37.44 | 09/28/27 | | | | | | | 4,237 | 2,125(d) | $81.81 | 09/27/28 | | | | |

  85. Outstanding Equity Awards at 2023 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 $120.95 per share on December 29, 2023. |

  86. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (b) Unit amount shown for Mr. Yacob (1) represents the aggregate number of performance units granted on September 28, 2020, January 4, 2021, September 27, 2021, September 29, 2022 and September 15, 2023 and (2) for the September 28, 2020, January 4, 2021 and September 27, 2021 grants referenced in clause (1), assumes (solely for purposes of this table) that we achieve 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) and, for the September 29, 2022 and September 15, 2023 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. |

  87. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | Unit amounts shown for Messrs. Helms, Driggers and Donaldson (1) represent the aggregate number of performance units granted on September 28, 2020, September 27, 2021, September 29, 2022 and September 15, 2023 and (2) for the September 28, 2020 and September 27, 2021 grants referenced in clause (1), assume (solely for purposes of this table) that we achieve 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) and, for the September 29, 2022 and September 15, 2023 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. |

  88. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | Unit amount shown for Mr. Leitzell (1) represents the aggregate number of performance units granted on September 27, 2021, September 29, 2022, September 15, 2023 and December 18, 2023 and (2) for the September 27, 2021 grant referenced in clause (1), assumes (solely for purposes of this table) that we achieve 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) and, for the September 29, 2022, September 15, 2023 and December 18, 2023 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. |

  89. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | See “Executive Compensation Program for 2023 — Long-Term Incentives” above and the “Grants of Plan-Based Awards Table for 2023” above for additional discussion. |

  90. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | Subsequent to December 31, 2023 and effective February 8, 2024, the Compensation Committee certified a performance multiple of 25% as being applicable to the performance units granted on September 28, 2020 (which will “cliff” vest on February 28, 2024 for Messrs. Yacob, Helms, Driggers 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 (2) our “TSR Rank” (as defined in the grant agreements) of “8”). Accordingly, performance units were forfeited (effective February 8, 2024) for the NEOs as follows: Mr. Yacob, 11,057 units; Mr. Helms, 22,173 units; Mr. Driggers, 16,181 units; and Mr. Donaldson, 14,982 units. |

  91. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | Subsequent to December 31, 2023 and effective February 8, 2024, the Compensation Committee certified a performance multiple of 25% as being applicable to the performance units granted on January 4, 2021 (which will “cliff” vest on February 28, 2024 for Mr. Yacob based on (1) our TSR over the applicable three-year performance period relative to the TSR of each of the applicable peer companies and (2) our “TSR Rank” (as defined in the grant agreements) of “8”). Accordingly, 5,866 performance units were forfeited (effective February 8, 2024) for Mr. Yacob. |

  92. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (c) The unexercisable SARs vested 100% on January 4, 2024. |

  93. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (d) Assuming continued employment, the unexercisable SARS vest 100% on September 27, 2024. |

  94. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (e) Of the unvested restricted stock, 3,259 vested on January 4, 2024. Assuming continued employment, the remaining unvested restricted stock will vest as follows: 19,110 on September 27, 2024; 31,866 on September 29, 2025; and 30,261 on September 15, 2026. |

  95. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (f) Assuming continued employment, the unvested RSUs will vest as follows: 11,858 on September 27, 2024; 15,509 on September 29, 2025; and 13,255 on September 15, 2026. |

  96. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (g) Assuming continued employment, the unvested RSUs will vest as follows: 8,989 on September 27, 2024; 11,418 on September 29, 2025; and 9,759 on September 15, 2026. |

  97. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (h) Assuming continued employment, the unvested RSUs will vest as follows: 8,323 on September 27, 2024; 10,622 on September 29, 2025; and 9,078 on September 15, 2026. |

  98. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (i) Assuming continued employment, the unvested restricted stock will vest as follows: 4,328 on September 27, 2024; 5,665 on September 29, 2025; 4,841 on September 15, 2026; and 3,946 on December 18, 2026. |

  99. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (j) Of the unvested performance units, 22,563 vested on February 28, 2024 (see footnote (b) above for the reduction in performance units subsequent to December 31, 2023). Assuming continued employment, the remaining unvested performance units will vest as follows: 45,855 on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 – December 2024); 47,800 on February 28, 2026 subject to the applicable performance multiple for the three-year performance period (January 2023 – December 2025); and 45,392 on February 28, 2027 subject to the applicable performance multiplier for the three-year performance period (January 2024 – December 2026). |

  100. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (k) Of the unvested performance units, 29,564 vested on February 28, 2024 (see footnote (b) above for the reduction in performance units subsequent to December 31, 2023). Assuming continued employment, the remaining unvested performance units will vest as follows: 29,564 on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 – December 2024); 24,165 on February 28, 2026 subject to the applicable performance multiple for the three-year performance period (January 2023 – December 2025); and 20,653 on February 28, 2027 subject to the applicable performance multiple for the three-year performance period (January 2024 – December 2026). |

  101. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (l) Of the unvested performance units, 21,574 vested on February 28, 2024 (see footnote (b) above for the reduction in performance units subsequent to December 31, 2023). Assuming continued employment, the remaining unvested performance units will vest as follows: 21,574 on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 – December 2024); 17,128 on February 28, 2026 subject to the applicable performance multiple for the three-year performance period (January 2023 – December 2025); and 14,639 on February 28, 2027 subject to the applicable performance multiple for the three-year performance period (January 2024 – December 2026). |

  102. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (m) Of the unvested performance units, 19,976 vested on February 28, 2024 (see footnote (b) above for the reduction in performance units subsequent to December 31, 2023). Assuming continued employment, the remaining unvested performance units will vest as follows: 19,976 on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 — December 2024); 15,933 on February 28, 2026 subject to the applicable performance multiple for the three-year performance period (January 2023 – December 2025); and 13,617 on February 28, 2027 subject to the applicable performance multiple for the three-year performance period (January 2024 – December 2026). |

  103. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (n) Assuming continued employment, the unvested performance units will vest as follows: 10,387 on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 – December 2024); 8,497 on February 28, 2026 subject to the applicable performance multiple for the three-year performance period (January 2023 – December 2025); and 13,182 on February 28, 2027 subject to the applicable performance multiple for the three-year performance period (January 2024 – December 2026). |

  104. Pension Benefits

    Pension Benefits We currently have no defined benefit pension plans covering any of the NEOs.

  105. Nonqualified Deferred Compensation Table for 2023

    Nonqualified Deferred Compensation Table for 2023 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.

  106. Nonqualified Deferred Compensation Table for 2023

    | Name | Executive Contributions in 2023 ($)(a) | Registrant Contributions in 2023 ($)(b) | Aggregate Earnings/ (Loss) in 2023 ($)(c) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 2023 Year End ($)(d) | | Ezra Y. Yacob | $303,725 | $262,951 | $203,662 | $0 | $1,817,073 | | Lloyd W. Helms, Jr. | $119,271 | $224,305 | $144,123 | $0 | $3,280,872 | | Timothy K. Driggers | $67,000 | $174,256 | $565,413 | $0 | $4,099,692 | | Michael P. Donaldson | $85,517 | $186,129 | $3,381 | $0 | $2,897,219 | | Jeffrey R. Leitzell | $610,715 | $88,339 | $90,256 | $0 | $1,490,488 |

  107. Nonqualified Deferred Compensation Table for 2023

    | (a) These amounts are reported in the “Salary” column (for 2023) of the “Summary Compensation Table” above. The amount invested in a phantom stock account is $0 for each of the NEOs. |

  108. Nonqualified Deferred Compensation Table for 2023

    | (b) These amounts are reported in the “All Other Compensation” column (for 2023) of the “Summary Compensation Table” above. The amount invested in a phantom stock account is $0 for each of the NEOs. |

  109. Nonqualified Deferred Compensation Table for 2023

    | (c) Amounts included in this column do not include above-market or preferential earnings (of which there were none). |

  110. Nonqualified Deferred Compensation Table for 2023

    | (d) The amount of the aggregate balance as of December 31, 2023 that has been contributed by each of the NEOs and shown as compensation in the “Summary Compensation Table” for previous years (prior to 2023) for each of the NEOs is: Mr. Yacob, $430,000; Mr. Helms, $882,265; Mr. Driggers, $612,200; Mr. Donaldson, $483,712; and Mr. Leitzell, $479,120. The amount of the aggregate balance as of December 31, 2023 that has been contributed by EOG and shown as compensation in the “Summary Compensation Table” for previous years (prior to 2023) for each of the NEOs is: Mr. Yacob, $395,396; Mr. Helms, $1,210,951; Mr. Driggers, $1,225,458; Mr. Donaldson, $885,438; and Mr. Leitzell, $96,717. The amount of the aggregate balance as of December 31, 2023 invested in a phantom stock account for each of the NEOs is: Mr. Yacob, $39,094 (323 shares); Mr. Helms, $240,054 (1,984 shares); Mr. Driggers, $0; Mr. Donaldson, $2,406,701 (19,898 shares); and Mr. Leitzell, $67,881 (561 shares). |

  111. Nonqualified Deferred Compensation Table for 2023

    Under our Deferral Plan, each NEO can elect to defer up to 50% of his annual base salary, up to 100% of his 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 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 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:

  112. Nonqualified Deferred Compensation Table for 2023

    | • | 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 |

  113. Nonqualified Deferred Compensation Table for 2023

    | • | 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. |

  114. 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 a 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 2008 Stock Plan and 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, and unvested SARs shall either vest and be fully exercisable or be forfeited, based on the reasons for termination, as set forth in each grant agreement and as further described below.

  115. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control Stock Grants Prior to 2023. The following discussion summarizes the treatment, upon termination of employment or change of control, of the stock grants under our 2008 Stock Plan and our 2021 Stock Plan that were awarded to our NEOs prior to 2023 and were unvested as of December 31, 2023. Normal Retirement At or After Age 62. In the event a NEO retires at or after age 62 with 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 five years of EOG service,

  116. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all restrictions on 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 later of (i) the date that is six months following the date of retirement (to account for the six-month delay applicable to specified employees under Section 409A of the Code) and (ii) the vesting date; |

  117. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all restrictions on RSUs will lapse and the related shares will be released six months after the date of retirement (to account for the six-month delay applicable to specified employees under Section 409A of the Code); and |

  118. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all unvested SARs will vest and be fully exercisable. |

  119. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    Company-Approved Retirement Prior to Age 62 (Early Retirement). In the event a NEO chooses to retire at or after age 55 but prior to age 62 with 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 a NEO is eligible for early retirement but is involuntarily terminated by EOG other than for 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 a NEO’s “Company-approved Retirement prior to age 62,”

  120. Treatment of Stock Grants Under Our 2008 Stock Plan and 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 later of (A) the date that is six months following the date of retirement (to account for the six-month delay applicable to specified employees under Section 409A of the Code) or (B) the vesting date, provided that all provisions of the NEO’s related non-competition agreement are satisfied; |

  121. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | for restricted stock/RSUs, the restrictions on 33% of the restricted stock/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 six-month anniversary of the date of retirement (which, with respect to RSUs, will account for the six-month delay applicable to specified employees under Section 409A of the Code), provided that all provisions of the NEO’s related non-competition agreement are satisfied; and |

  122. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all unvested SARs will vest and be fully exercisable six months following the date of retirement, provided that all provisions of the NEO’s related non-competition agreement are satisfied. |

  123. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    Involuntary Termination (Not for Performance Reasons) Prior to Eligibility for Early Retirement. In accordance with the terms of the governing grant agreements, upon involuntary termination other than for performance reasons and the NEO is not yet eligible for early retirement,

  124. Treatment of Stock Grants Under Our 2008 Stock Plan and 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 later of (A) the date that is six months following the date of termination (to account for the six-month delay applicable to specified employees under Section 409A of the Code) and (B) the vesting date; |

  125. Treatment of Stock Grants Under Our 2008 Stock Plan and 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; and |

  126. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all unvested SARs shall be forfeited. |

  127. Treatment of Stock Grants Under Our 2008 Stock Plan and 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), restricted stock/RSUs and SARs shall be forfeited and canceled. Disability or Death. In accordance with the terms of the governing grant agreements, upon disability,

  128. Treatment of Stock Grants Under Our 2008 Stock Plan and 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 later of (i) the date that is six months following the date of termination (to account for the six-month delay applicable to specified employees under Section 409A of the Code) and (ii) the vesting date; |

  129. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all restrictions on restricted stock/RSUs will lapse and the related shares will be released as soon as administratively practicable following the date of termination (provided that, with respect to RSUs, the related shares will be released six months after the date of termination to account for the six-month delay applicable to specified employees under Section 409A of the Code); and |

  130. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all unvested SARs will vest and be fully exercisable. |

  131. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    In accordance with the terms of the governing grant agreements, upon death,

  132. Treatment of Stock Grants Under Our 2008 Stock Plan and 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 (i) 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 (ii) 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; |

  133. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all restrictions on restricted stock/RSUs will lapse and the related shares will be released as soon as administratively practicable following the date of death; and |

  134. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all unvested SARs will vest and be fully exercisable. |

  135. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    Change of Control. In accordance with our 2008 Stock Plan, upon the effective date of a change of control of EOG,

  136. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all restrictions on the performance units granted under the 2008 Stock Plan will lapse; the applicable performance multiple will be (i) 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 ending month of the performance period), if the effective date of the change of control is on or prior to the end date of the three-year performance period, or (ii) the achieved performance multiple for the performance period if the effective date of the change of control 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 effective date of the change of control; and |

  137. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all restrictions on restricted stock granted under the 2008 Stock Plan will lapse and the related shares will be released as soon as administratively practicable following the effective date of the change of control. |

  138. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    In accordance with our 2021 Stock Plan, 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,

  139. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all restrictions on the performance units granted under the 2021 Stock Plan will lapse; the applicable performance multiple will be (i) 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 (ii) 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 that is six months following the date of termination (to account for the six-month delay applicable to specified employees under Section 409A of the Code); |

  140. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all restrictions on restricted stock/RSUs granted under the 2021 Stock Plan will lapse and the related shares will be released as soon as administratively practicable following the date of termination (provided that, with respect to RSUs, the related shares will be released six months after the date of termination to account for the six-month delay applicable to specified employees under Section 409A of the Code); and |

  141. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all unvested SARs granted under the 2021 Stock Plan will vest and be fully exercisable. |

  142. Treatment of Stock Grants Under Our 2008 Stock Plan and 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. September 2023 Stock Grants. As discussed above under “Executive Compensation Program for 2023 – Long-Term Incentives”, the Compensation Committee awarded grants of restricted stock, RSUs and performance units to our NEOs in September 2023 under the 2021 Stock Plan. In connection with these grants, the Compensation Committee approved an updated grant agreement for the September 2023 grants of RSUs which contains certain revised termination-of-employment provisions. Restricted Stock and Performance Unit Grants – Termination of Employment Events. The treatment, upon termination of employment, of the September 2023 restricted stock grants and performance unit grants will be the same as the treatment of the restricted stock grants and performance unit grants under the 2021 Stock Plan awarded prior to 2023 (see summary above under “Stock Grants Prior to 2023”), except that the shares of Common Stock represented by the performance units (as adjusted for the applicable performance multiple certified by the Compensation Committee) will be released as soon as administratively practicable following the original vesting date upon termination of employment due to disability, retirement at or after age 62, retirement prior to age 62 (i.e., early retirement) or involuntary termination other than for Cause or performance reasons, subject to the six-month delay applicable to specified employees under Section 409A of the Code. RSU Grants – Normal Retirement At or After Age 62. In accordance with the terms of the updated grant agreement, upon an NEO’s retirement at or after age 62 with five years of EOG service, all restrictions on the RSUs will lapse on the original vesting date (i.e., the third anniversary of 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 (with a restricted period expiring on the original vesting date) are satisfied. RSU Grants – Other Termination of Employment Events. The treatment of the RSUs under the updated grant agreement upon any other termination of employment event (other than retirement at or after age 62) will be the same as the treatment of the RSU grants under the 2021 Stock Plan awarded prior to 2023 (see summary above under “Stock Grants Prior to 2023”), except that, under the updated grant agreement, the related shares will be released as soon as administratively practicable following the original vesting date upon (1) termination of employment due to disability or retirement prior to age 62 (i.e., early retirement) (provided that all provisions of the NEO’s related non-competition agreement are satisfied) or (2) 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, in each case, subject to the six-month delay applicable to specified employees under Section 409A of the Code. December 2023 Stock Grants. As also discussed above under “Executive Compensation Program for 2023 – Long-Term Incentives”, the Compensation Committee awarded grants of performance units and restricted stock to Mr. Leitzell in December 2023 under the 2021 Stock Plan, in connection with his promotion to Chief Operating Officer. In connection with these grants, the Compensation Committee approved updated grant agreements for the December 2023 grants to Mr. Leitzell and future grants of performance units and restricted stock to NEOs, which contain certain revised termination-of-employment provisions. The following discussion summarizes the treatment, upon termination of employment, of such performance unit grants and restricted stock grants under the updated grant agreements. Normal Retirement At or After Age 62. In accordance with the terms of the updated grant agreements, upon an NEO’s retirement at or after age 62 with five years of EOG service,

  143. Treatment of Stock Grants Under Our 2008 Stock Plan and 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 (i.e., the third anniversary of the grant 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 |

  144. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | all restrictions on the restricted stock will lapse on the original vesting date and the shares will be released as soon as administratively practicable following the original vesting date; |

  145. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    in each case, 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. 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 shares of restricted stock will be forfeited and canceled. Company-Approved Retirement Prior to Age 62 (Early Retirement). In accordance with the terms of the updated grant agreements, upon a NEO’s “Company-approved Retirement prior to age 62,”

  146. Treatment of Stock Grants Under Our 2008 Stock Plan and 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 (i.e., the third anniversary of the grant 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 |

  147. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    | • | the restrictions on 33% of the restricted stock 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; |

  148. Treatment of Stock Grants Under Our 2008 Stock Plan and Our 2021 Stock Plan Upon Termination of Employment or Change of Control

    in each case, provided that all provisions of the NEO’s related non-competition agreement (with a restricted period expiring on the original vesting date) are satisfied. If the NEO does not comply with all provisions of the related non-competition agreement, the performance units and shares of restricted stock will be forfeited and canceled. Other Termination of Employment Events. The treatment of the performance units and restricted stock under the updated grant agreements upon any other termination of employment event (other than retirement at or after age 62 or early retirement) will be the same as the treatment of the performance units grants and restricted stock grants under the 2021 Stock Plan awarded prior to 2023 (see summary above under “Stock Grants Prior to 2023”), except that the shares of Common Stock represented by the performance units (as adjusted for the applicable performance multiple certified by the Compensation Committee) will be released as soon as administratively practicable following the original vesting date upon termination of employment due to disability or involuntary termination other than for Cause or performance reasons, subject to the six-month delay applicable to specified employees under Section 409A of the Code.

  149. 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 termination of employment as a result of each of the circumstances described above and assumes that any termination was effective as of December 31, 2023. The closing price of our Common Stock on the NYSE on December 29, 2023 was $120.95 per share. The actual amounts to be paid can only be determined at the time of the NEO’s actual termination.

  150. EZRA Y. YACOB

    | Executive Benefits and Payments Upon Termination | Voluntary Termination ($)(a) | Early Retirement ($)(b) | Normal Retirement ($)(c) | Disability or Death ($)(d) | Involuntary Termination (For Cause) ($)(a) | Involuntary Termination (Not For Cause) ($) | Change of Control ($) | | Cash Severance | $0 | | | $0 | $0 | $1,200,000(e) | $9,055,000(f) | | Performance Units | $0 | | | $19,546,730 | $0 | $7,975,564(g) | $19,546,730(h) | | Restricted Stock/RSUs | $0 | | | $10,219,791 | $0 | $3,057,253(g) | $10,219,791(h) | | SARs | $0 | | | $613,327 | $0 | $0(g) | $613,327(h) | | Health Benefits(i) | $0 | | | $0 | $0 | $0 | $70,043 | | Unused Vacation(j) | $40,673 | | | $40,673 | $40,673 | $40,673 | $40,673 | | All Other(k) | $0 | | | $0 | $0 | $0 | $193,550 | | Total: | $40,673 | n/a | n/a | $30,420,521 | $40,673 | $12,273,490 | $39,739,114 |

  151. EZRA Y. YACOB

    | Executive Benefits and Payments Upon Termination | Voluntary Termination ($)(a) | Early Retirement ($)(b) | Normal Retirement ($)(c) | Disability or Death ($)(d) | Involuntary Termination (For Cause) ($)(a) | Involuntary Termination (Not For Cause) ($) | Change of Control ($) | | Cash Severance | | | $0 | $0 | $0 | $825,000(e) | $5,226,750(f) | | Performance Units | | | $12,572,269 | $12,572,269 | $0 | $12,572,269(l) | $12,572,269(h) | | Restricted Stock/RSUs | | | $4,913,231 | $4,913,231 | $0 | $4,913,231(l) | $4,913,231(h) | | SARs | | | $236,758 | $236,758 | $0 | $236,758(l) | $236,758(h) | | Health Benefits(i) | | | $0 | $0 | $0 | $0 | $46,489 | | Unused Vacation(j) | | | $595 | $595 | $595 | $595 | $595 | | All Other(k) | | | $0 | $0 | $0 | $0 | $193,550 | | Total: | n/a | n/a | $17,722,853 | $17,722,853 | $595 | $18,547,853 | $23,189,642 |

  152. TIMOTHY K. DRIGGERS

    | Executive Benefits and Payments Upon Termination | Voluntary Termination ($)(a) | Early Retirement ($)(b) | Normal Retirement ($)(c) | Disability or Death ($)(d) | Involuntary Termination (For Cause) ($)(a) | Involuntary Termination (Not For Cause) ($) | Change of Control ($) | | Cash Severance | $0 | $0 | | $0 | $0 | $735,000(e) | $4,427,650(f) | | Performance Units | $0 | $5,015,071 | | $9,060,969 | $0 | $5,015,071(m) | $9,060,969(h) | | Restricted Stock/RSUs | $0 | $1,173,094 | | $3,648,578 | $0 | $1,173,094(m) | $3,648,578(h) | | SARs | $0 | $172,764 | | $172,764 | $0 | $172,764(m) | $172,764(h) | | Health Benefits(i) | $0 | $0 | | $0 | $0 | $0 | $46,489 | | Unused Vacation(j) | $0 | $0 | | $0 | $0 | $0 | $0 | | All Other(k) | $0 | $0 | | $0 | $0 | $0 | $193,550 | | Total: | $0 | $6,360,929 | n/a | $12,882,311 | $0 | $7,095,929 | $17,550,000 |

  153. MICHAEL P. DONALDSON

    | Executive Benefits and Payments Upon Termination | Voluntary Termination ($)(a) | Early Retirement ($)(b) | Normal Retirement ($)(c) | Disability or Death ($)(d) | Involuntary Termination (For Cause) ($)(a) | Involuntary Termination (Not For Cause) ($) | Change of Control ($) | | Cash Severance | $0 | $0 | | $0 | $0 | $735,000(e) | $4,427,650(f) | | Performance Units | $0 | $4,646,536 | | $8,406,267 | $0 | $4,646,536(m) | $8,406,267(h) | | Restricted Stock/RSUs | $0 | $1,088,308 | | $3,389,382 | $0 | $1,088,308(m) | $3,389,382(h) | | SARs | $0 | $159,965 | | $159,965 | $0 | $159,965(m) | $159,965(h) | | Health Benefits(i) | $0 | $0 | | $0 | $0 | $0 | $70,043 | | Unused Vacation(j) | $8,657 | $8,657 | | $8,657 | $8,657 | $8,657 | $8,657 | | All Other(k) | $0 | $0 | | $0 | $0 | $0 | $193,550 | | Total: | $8,657 | $5,903,466 | n/a | $11,964,271 | $8,657 | $6,638,466 | $16,655,514 |

  154. JEFFREY R. LEITZELL

    | Executive Benefits and Payments Upon Termination | Voluntary Termination ($)(a) | Early Retirement ($)(b) | Normal Retirement ($)(c) | Disability or Death ($)(d) | Involuntary Termination (For Cause) ($)(a) | Involuntary Termination (Not For Cause) ($) | Change of Control ($) | | Cash Severance | $0 | | | $0 | $0 | $615,000(e) | $3,526,850(f) | | Performance Units | $0 | | | $3,878,383 | $0 | $1,168,256(g) | $3,878,383(h) | | Restricted Stock/RSUs | $0 | | | $2,271,441 | $0 | $571,489(g) | $2,271,441(h) | | SARs | $0 | | | $83,173 | $0 | $0(g) | $83,173(h) | | Health Benefits(i) | $0 | | | $0 | $0 | $0 | $24,264 | | Unused Vacation(j) | $23,063 | | | $23,063 | $23,063 | $23,063 | $23,063 | | All Other(k) | $0 | | | $0 | $0 | $0 | $178,700 | | Total: | $23,063 | n/a | n/a | $6,256,060 | $23,063 | $2,377,808 | $9,985,874 |

  155. 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 2023, our last completed fiscal year:

  156. Chief Executive Officer Pay Ratio

    | • | the annual total compensation of our CEO (determined as described below) was $14,558,772; and |

  157. Chief Executive Officer Pay Ratio

    | • | the annual total compensation of our Median Employee (determined as described below) was $198,556. |

  158. Chief Executive Officer Pay Ratio

    Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the Median Employee was 73 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:

  159. Chief Executive Officer Pay Ratio

    | • | We determined that, as of December 31, 2023, our employee population consisted of approximately 3,042 individuals (excluding the CEO) who were working at our parent company and consolidated subsidiaries and who were located in the following countries: Canada, The Republic of Trinidad and Tobago (“Trinidad”) and the United States of America (“U.S.”). This population consisted of our full-time, part-time and temporary employees. |

  160. Chief Executive Officer Pay Ratio

    | • | As permitted under SEC rules, we adjusted the employee population to exclude 119 non-U.S. employees (or approximately 3.9% of the employee population) from the following foreign jurisdictions: |

  161. Chief Executive Officer Pay Ratio

    | - | Canada: 2 employees |

  162. Chief Executive Officer Pay Ratio

    | - | Trinidad: 117 employees |

  163. Chief Executive Officer Pay Ratio

    After excluding the foregoing non-U.S. employees, our adjusted employee population as of December 31, 2023 was 2,923.

  164. 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, 2023, overtime earnings and annual cash bonus paid during fiscal year 2023 as reflected in our payroll records, and the grant value of restricted stock/RSUs granted during fiscal year 2023. Then we identified our Median Employee from our adjusted employee population based on this compensation measure. |

  165. Chief Executive Officer Pay Ratio

    | • | In accordance with the SEC rules, we determined the CEO’s 2023 annual total compensation to be equal to $14,558,772, which represents the amount reported for fiscal year 2023 for our CEO in the “Total” column of our “Summary Compensation Table” above. |

  166. Chief Executive Officer Pay Ratio

    | • | We determined the Median Employee’s 2023 total annual compensation to be equal to $198,556, which represents the amount of such employee’s compensation for fiscal year 2023 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 a NEO for fiscal year 2023. |

  167. 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 in September 2022. Refer to Annex A for the calculation of ROCE for each of the years 2023, 2022, 2021 and 2020. |

  168. Director Compensation and Stock Ownership Guidelines

    Director Compensation and Stock Ownership Guidelines 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 2023, the Compensation Committee conducted its annual review of EOG’s non-employee director compensation program relative to the programs of our peer group. 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 2023-2024 term: (1) the annual cash retainer for each non-employee director would remain unchanged at $100,000 and (2) each non-employee director would be granted RSUs having a value of $200,000 (the number of RSUs to be granted calculated based on the closing price of EOG’s Common Stock on May 30, 2023 (such date being the Tuesday following each director’s re-election to the Board at our 2023 annual meeting of stockholders (the Monday following being a market holiday)), with the resulting number of units rounded down to a whole unit). 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 2023. The terms of the RSUs granted to our non-employee directors are described in footnote (b) to the “Director Compensation Table for 2023” below. There are no meeting, committee member, committee chair or presiding director fees paid to any director. In connection with Ms. Dugle’s appointment to the Board effective March 1, 2023, the Committee and the Board determined that Ms. Dugle would be granted RSUs having a value of $45,000 (such value calculated based on the closing price of EOG’s Common Stock on March 1, 2023 (such date being the effective date of Ms. Dugle’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 amended by the Compensation Committee effective April 30, 2019), 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 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 five years from the later of (1) the date of his or her initial election to the Board and (2) April 30, 2019. If a non-employee director is not at any time in compliance with such guidelines (subject to the transition/grace period described in the immediately foregoing sentence), such director (i) may only sell up to 35% of the shares of our Common Stock resulting from a vesting of RSUs in order to cover any tax obligations the non-employee director may incur as a result of 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 (A) the grants of RSUs approved by the Compensation Committee and the Board at its meetings in the second quarter of 2019 and (B) subsequent grants to our non-employee directors (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. Mr. Yacob, as our CEO, is subject to the stock ownership guidelines applicable to our executive officers and senior management previously discussed and does not receive any compensation in respect of his services as a director or as our Chairman of the Board.

  169. DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

    DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

  170. Director Compensation Table for 2023

    Director Compensation Table for 2023 The following table summarizes certain information regarding compensation paid or accrued during 2023 to each non-employee director.

  171. Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total ($) | | Janet F. Clark | $100,000 | $199,993 | $100,000 | $399,993 | | Charles R. Crisp | $100,000 | $199,993 | $103,404 | $403,397 | | Robert P. Daniels | $100,000 | $199,993 | $100,000 | $399,993 | | James C. Day(d) | $41,667 | $0 | $88,491 | $130,158 | | Lynn A. Dugle | $83,334 | $244,955 | $100,000 | $428,289 | | C. Christopher Gaut | $100,000 | $199,993 | $71,000 | $370,993 | | Michael T. Kerr | $100,000 | $199,993 | $100,000 | $399,993 | | Julie J. Robertson | $100,000 | $199,993 | $28,700 | $328,693 | | Donald F. Textor | $100,000 | $199,993 | $100,000 | $399,993 |

  172. Director Compensation Table for 2023

    | (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 2023, four of our non-employee directors deferred their cash fees by participating in the Deferral Plan. |

  173. Director Compensation Table for 2023

    | (b) Under the terms of the 2021 Stock Plan, each non-employee director other than Mr. Day received, upon re-election to the Board at our 2023 annual meeting of stockholders, 1,838 RSUs on May 30, 2023 (based on the closing price of our Common Stock on the NYSE of $108.81 per share on such date). Upon her initial election to the Board, Ms. Dugle received 381 RSUs on March 1, 2023 (based on the closing price of our Common Stock on the NYSE of $118.01 per share on such date). RSUs granted to non-employee directors under the 2021 Stock Plan 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 market value of the unvested RSUs for each non-employee director (based on the closing price of our Common Stock on the NYSE of $120.95 per share on December 29, 2023) is as follows: Mses. Clark and Robertson and Messrs. Crisp, Daniels, Gaut, Kerr and Textor, $222,306; and Ms. Dugle, $268,388. |

  174. Director Compensation Table for 2023

    | (c) All Other Compensation for 2023 consists of: |

  175. Director Compensation Table for 2023

    | • | Charitable matching contributions made by EOG for each non-employee director as follows: Mses. Clark and Dugle and Messrs. Crisp, Daniels, Kerr and Textor, $100,000; Ms. Robertson, $28,700; and Mr. Gaut, $71,000. Please see “Executive Compensation Program for 2023 — Other Compensation and Benefits — Matching Gifts” above for a description of our charitable gifts matching program applicable to all employees and non-employee directors. |

  176. Director Compensation Table for 2023

    | • | Reimbursement for spousal travel for Mr. Crisp of $3,404. |

  177. Director Compensation Table for 2023

    | • | Fair market value of gifts provided to Mr. Day in recognition of his retirement of $52,387 (and a “gross-up” for payment of taxes of $36,104). |

  178. Director Compensation Table for 2023

    | (d) Mr. Day retired from the Board effective at the end of the 2022-2023 term, which expired in conjunction with the 2023 annual meeting of stockholders. |

  179. Related Party Transactions

    | Charles R. Crisp 76 DIRECTOR SINCE 2002 | 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 also serves as a director of Targa Resources GP, LLC, a subsidiary of Targa Resources Corp. 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. In addition, Mr. Crisp served as a director of Southern Company Gas (formerly, AGL Resources Inc.) from 2003 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. | | Robert P. Daniels 65 DIRECTOR SINCE 2017 | 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, Audit, and Compensation Committees. 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. |

  180. Related Party Transactions

    | Michael T. Kerr 64 DIRECTOR SINCE 2020 | 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. | | Julie J. Robertson 68 DIRECTOR SINCE 2019 | Ms. Robertson has extensive experience in the oil and gas industry and a wealth of knowledge of the drilling services sector from her 40-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 drilling services; and a director of Superior Energy Services, Inc. (since 2021), a worldwide provider of specialized oilfield services and equipment. In addition, Ms. Robertson is also 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. |

  181. Related Party Transactions

    | Donald F. Textor 77 DIRECTOR SINCE 2001 | Mr. Textor was previously employed by Goldman, Sachs & Co., where he was a General Partner until his retirement in March 2001 and where he had 21 years of experience as the firm’s senior security analyst for domestic oil and gas exploration and production companies. Mr. Textor also previously served as Portfolio Manager of the Dorset Energy Fund, an energy fund which invests primarily in the equity securities of companies in the energy industry. Mr. Textor previously served on the Board of Directors of Trilogy Energy Corp. (from 2005 until September 2017), where he also served as a member of the Compensation Committee. Trilogy Energy Corp., a petroleum and natural gas-focused Canadian energy corporation, merged with Paramount Resources Ltd. effective September 2017. As a result of serving in these roles and serving as a member of our Audit Committee since May 2001 (including as Chairman from May 2001 until February 2015), Mr. Textor has accumulated significant leadership and financial reporting experience as well as extensive knowledge of the oil and gas exploration and production industry. | | Ezra Y. Yacob 47 DIRECTOR SINCE 2021 | 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. |