DEF 14A

DEF 14A 1 d286077ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

EOG Resources, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Notice of 2022 Annual Meeting of

Stockholders and Proxy Statement

Wednesday, April 20, 2022

LOGO

EOG RESOURCES, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 20, 2022

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2022 annual meeting of stockholders (“Annual Meeting”) of EOG Resources, Inc. will be held in a virtual-only format, via live webcast, on Wednesday, April 20, 2022 at 2:00 p.m., Central Time, for the following purposes:

1. To elect ten directors to hold office until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2. To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as our auditors for the year ending December 31, 2022;

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

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

Holders of record of our Common Stock at the close of business on February 24, 2022 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. Beginning on or about March 10, 2022, the company is mailing a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) containing instructions on how to access the proxy materials (including our 2021 annual report) via the Internet, as well as instructions on voting shares via the Internet. The Notice also contains instructions on how to request a printed copy of the proxy materials by mail or an electronic copy of the proxy materials by email.

Stockholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be held at www.virtualshareholdermeeting.com/EOG2022. To participate in, and vote at, the live webcast of the Annual Meeting, you must enter the 16-digit control number included in the Notice, on your proxy card or in the voting instruction form provided to you with the proxy statement.

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

By Order of the Board of Directors,

MICHAEL P. DONALDSON

Corporate Secretary

Houston, Texas

March 10, 2022

TABLE OF CONTENTS


	Page
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS		4
Stock Ownership of Certain Beneficial Owners		4
Stock Ownership of the Board and Management		5
CORPORATE GOVERNANCE		7
Board of Directors		7
Committees of the Board		10
Compensation Committee Interlocks and Insider Participation		13
Stockholder Communications with the Board		13
Environmental, Social and Governance Matters		14
Codes of Conduct and Ethics and Corporate Governance Guidelines		15
REPORT OF THE AUDIT COMMITTEE		16
COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT		16
COMPENSATION DISCUSSION AND ANALYSIS		17
Executive Summary		17
Leadership Transition		18
Summary of Pay and Performance Alignment		19
Say-on-Pay Vote and Key Program Features		19
Compensation Objectives		20
Compensation Process		21
Executive Compensation Program for 2021		24
Other Compensation Matters		31
EXECUTIVE COMPENSATION		33
Summary Compensation Table		33
Grants of Plan-Based Awards Table for 2021		34
Material Terms of Plan-Based Awards		35
Outstanding Equity Awards at 2021 Fiscal Year-End Table		36
SAR Exercises and Restricted Stock/RSU and Performance Unit Vestings Table for 2021		39
Pension Benefits		39
Nonqualified Deferred Compensation Table for 2021		39
Employment Agreements		40
Potential Payments Upon Termination of Employment or Change of Control		41
Potential Payments Upon Termination of Employment or Change of Control Table		46
Chief Executive Officer Pay Ratio		49
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES		51
Director Compensation Table for 2021		52
RELATED PARTY TRANSACTIONS		53
ITEM 1. ELECTION OF DIRECTORS		55
ITEM 2. RATIFICATION OF APPOINTMENT OF AUDITORS		65
ITEM 3. NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION		67
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS		69
Proposals for 2023 Annual Meeting of Stockholders and 2023 Proxy Materials		69
Nominations for 2023 Annual Meeting of Stockholders and for Any Special Meetings of Stockholders		69
Other Stockholder Business for 2023 Annual Meeting of Stockholders		70
GENERAL		72
Annex A		A-1

LOGO

EOG RESOURCES, INC.

PROXY STATEMENT

The accompanying form of proxy is solicited by the Board of Directors (“Board”) of EOG Resources, Inc. (“EOG,” “we,” “us,” “our” or “company”) to be used at our 2022 annual meeting of stockholders (“Annual Meeting”) to be held in a virtual-only format, via live webcast, on Wednesday, April 20, 2022 at 2:00 p.m., Central Time. The proxy materials, including this proxy statement, the accompanying notice of annual meeting of stockholders and form of proxy and our 2021 annual report, are being first distributed and made available to our stockholders on or about March 10, 2022.

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

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

You are entitled to participate in, and vote at, the live webcast of the Annual Meeting if you were a stockholder of record of our Common Stock as of the close of business on February 24, 2022 (the “Record Date”). The Annual Meeting will be held at www.virtualshareholdermeeting.com/EOG2022. To participate in, and vote at, the live webcast of the Annual Meeting, you must enter the 16-digit control number included in the Notice Regarding the Availability of Proxy Materials, on your proxy card or in the voting instruction form provided to you with this proxy statement. Further, to vote during the Annual Meeting, click the “Vote Now” button on the meeting website and follow the instructions provided. Guests without a control number may also participate in the Annual Meeting, but will not be permitted to vote or submit questions.

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

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

You may log into the meeting website beginning at 1:30 p.m., Central Time, on April 20, 2022. The Annual Meeting will begin promptly at 2:00 p.m., Central Time, on April 20, 2022. If you experience any technical difficulties accessing the meeting website, a toll-free technical support number will be posted on the meeting website (on the meeting log-in page); you can dial such number to receive technical assistance. The meeting website is fully supported across browsers (Chrome, Firefox, Safari and Edge) and devices (desktops, laptops and cell phones) running the most updated version of applicable software and plug-ins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

If you are not able to participate in the Annual Meeting, a webcast playback will be available at www.virtualshareholdermeeting.com/EOG2022 approximately 24 hours after the completion of the Annual Meeting and for a period of 30 days thereafter.

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

If you received a printed copy of the proxy materials, you also received a copy of our 2021 annual report. However, the 2021 annual report does not constitute a part of, and shall not be deemed incorporated by reference into, this proxy statement or the accompanying form of proxy.

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

In some cases, one paper copy of this proxy statement and the accompanying notice of annual meeting of stockholders and the 2021 annual report is being delivered to multiple stockholders sharing an address, at the request of such stockholders. We will deliver promptly, upon written or oral request, an additional paper copy of this proxy statement, the accompanying notice of annual meeting of stockholders and/or the 2021 annual report to such a stockholder at a shared address to which a single paper copy of such document was delivered. Stockholders sharing an address who receive multiple printed copies of our proxy materials and who wish to receive a single printed copy of our proxy materials may also submit requests for delivery of a single paper copy of this proxy statement or the accompanying notice of annual meeting of stockholders or the 2021 annual report, but, in such event, will still receive separate forms of proxy for each account. To request separate or single delivery of these materials now or in the future, a stockholder may submit a written request to our Corporate Secretary (Michael P. Donaldson) at our principal executive offices at 1111 Bagby, Sky Lobby 2, Houston, Texas 77002, or a stockholder may make a request by calling our Corporate Secretary at (713) 651-7000.

A complete list of stockholders entitled to vote during the Annual Meeting will be available to such stockholders on the meeting website to view during the Annual Meeting. You may also inspect this list at our principal executive offices, for any purpose germane to the Annual Meeting, during ordinary business hours, for a period of 10 days prior to the Annual Meeting.

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

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on April 20, 2022

This proxy statement, the accompanying notice of annual meeting of stockholders and form of proxy and our 2021 annual report are available via the Internet at www.proxyvote.com. Pursuant to United States Securities and Exchange Commission (“SEC”) rules related to the Internet availability of proxy materials, we have elected to provide access to our proxy materials on the Internet instead of mailing a printed copy of the proxy materials to each stockholder of record.

Accordingly, beginning on or about March 10, 2022, we are mailing a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) in lieu of mailing the printed proxy materials. Instructions on how to access the proxy materials via the Internet, on voting shares via the Internet and on how to request a printed or electronic copy of the proxy materials may be found in the Notice. All stockholders will have the option to access our proxy materials on the website referred to above.

Stockholders will not receive printed copies of the proxy materials unless they request (or have previously requested) such form of delivery. Printed copies will be provided upon request at no charge. In addition, stockholders may request to receive future proxy materials in printed form by mail or electronically by email on an ongoing basis. A request to receive proxy materials in printed form by mail or electronically by email will remain in effect until the stockholder terminates such request.

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

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS

Holders of record of our Common Stock as of the Record Date will be entitled to one vote per share on all matters properly presented at the Annual Meeting. As of the Record Date, there were 585,389,455 shares of our Common Stock outstanding. Other than our Common Stock, we have no other voting securities currently outstanding.

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

Stock Ownership of Certain Beneficial Owners

The following table sets forth certain information regarding the beneficial ownership of our Common Stock by each person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 (as amended, “Exchange Act”)) whom we know beneficially owned more than 5% of our Common Stock as of December 31, 2021, based on filings with the SEC as of February 28, 2022. We have prepared the table and the related notes below based on such filings with the SEC, and we have not sought to independently verify any of such information.



Name and Address of Beneficial Owner	Number of Shares		Percent of Class(a)
The Vanguard Group(b) 100 Vanguard Blvd. Malvern, PA 19355		51,345,348		8.8	%
BlackRock, Inc.(c) 55 East 52^nd Street New York, NY 10055		46,118,313		7.9	%
Capital International Investors(d) 333 South Hope Street, 55^th Floor Los Angeles, CA 90071		43,320,265		7.4	%
State Street Corporation(e) State Street Financial Center One Lincoln Street Boston, MA 02111		36,323,383		6.2	%
Capital Research Global Investors(f) 333 South Hope Street, 55^th Floor Los Angeles, CA 90071		33,853,299		5.8	%

(a)	Based on 585,264,244 shares of our Common Stock outstanding as of December 31, 2021.

(b)

Based on its Schedule 13G/A filed on February 10, 2022 with respect to its beneficial ownership of our Common Stock as of December 31, 2021, The Vanguard Group has sole dispositive power with respect to 48,978,433 shares, shared voting power with respect to 931,270 shares and shared dispositive power with respect to 2,366,915 shares.

(c)	Based on its Schedule 13G/A filed on February 1, 2022 with respect to its beneficial ownership of our Common Stock as of December 31, 2021, BlackRock, Inc. has sole voting power with respect to 40,291,967 shares and sole dispositive power with respect to 46,118,313 shares.

(d)

Based on its Schedule 13G/A filed on February 11, 2022 with respect to its beneficial ownership of our Common Stock as of December 31, 2021, Capital International Investors has sole voting power with respect to 43,270,536 shares and sole dispositive power with respect to 43,320,265 shares. Beneficial ownership of these shares is disclaimed.

(e)	Based on its Schedule 13G/A filed on February 11, 2022 with respect to its beneficial ownership of our Common Stock as of December 31, 2021, State Street Corporation has shared voting power with respect to 34,042,256 shares and shared dispositive power with respect to 36,245,826 shares.

(f)

Based on its Schedule 13G/A filed on February 11, 2022 with respect to its beneficial ownership of our Common Stock as of December 31, 2021, Capital Research Global Investors has sole voting power with respect to 33,835,016 shares and sole dispositive power with respect to 33,853,299 shares. Beneficial ownership of these shares is disclaimed.

Stock Ownership of the Board and Management

The following table sets forth certain information regarding the ownership of our Common Stock by (1) each director and director nominee of EOG, (2) each “Named Officer” of EOG named in the “Summary Compensation Table” in the “Executive Compensation” section below and (3) all current directors and executive officers of EOG as a group, in each case as of February 15, 2022. Under Rule 13d-3 under the Exchange Act, a person shall be deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. April 16, 2022 is the date 60 days from February 15, 2022, the date as of which ownership is reported in this table.



Name	Shares Beneficially Owned(a)		Stock-Settled Stock Appreciation Rights Exercisable by 4-16-22(b)		Total Beneficial Ownership		Restricted Stock Units, Performance Units and Phantom Shares(c)		Total Ownership(d)
Janet F. Clark		568		0		568		30,867		31,435
Charles R. Crisp		26,923		0		26,923		30,563		57,486
Robert P. Daniels		0		0		0		17,539		17,539
James C. Day		34,757		0		34,757		13,075		47,832
Michael P. Donaldson		83,674		6,231		89,905		85,529		175,434
Timothy K. Driggers		207,150		6,835		213,985		73,711		287,696
C. Christopher Gaut		500		0		500		11,220		11,720
Lloyd W. Helms, Jr.		97,025		5,796		102,821		126,035		228,856
Michael T. Kerr		150,000		0		150,000		7,951		157,951
Jeffrey R. Leitzell		40,452		5,008		45,460		10,887		56,347
Julie J. Robertson		6,316		0		6,316		2,369		8,685
Donald F. Textor		68,651		0		68,651		88,002		156,653
William R. Thomas		722,180		53,477		775,657		227,724		1,003,381
Ezra Y. Yacob		73,578		5,344		78,922		83,448		162,370
All current directors and executive officers as a group (15 in number)		1,531,295		88,528		1,619,823		844,409		2,464,232

(a)

Includes (1) shares for which the person directly or indirectly has sole or shared voting or investment power; (2) shares of restricted stock held under the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (“2008 Stock Plan”) or the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (“2021 Stock Plan”) for which the participant has sole voting power and no investment power until such shares vest in accordance with the provisions of the 2008 Stock Plan or the 2021 Stock Plan; (3) shares of our Common Stock that would be received upon the vesting of restricted stock units (“RSUs”) held under the 2008 Stock Plan on or before April 16, 2022; and (4) shares of our Common Stock that would be received upon the vesting of performance units held under the 2008 Stock Plan on or before April 16, 2022.

(b)

The shares shown in this column, which are not reflected in the adjacent column entitled “Shares Beneficially Owned,” consist of shares of our Common Stock that would be received upon the exercise of stock-settled stock appreciation rights (“SARs”) held under the 2008 Stock Plan by the individuals shown that are exercisable on or before April 16, 2022, based on, for purposes of this table, the closing price of our Common Stock on the New York Stock Exchange (“NYSE”) of $110.90 per share on February 15, 2022, net of a number of shares equal to the minimum statutory tax withholding requirements with respect to such exercise (which shares would be deemed forfeited in satisfaction of such taxes). The shares shown in this column are “beneficially owned” under Rule 13d-3 under the Exchange Act.

(c)

Includes (1) RSUs held under the 2008 Stock Plan or the 2021 Stock Plan vesting after April 16, 2022 for which the participant has no voting or investment power until such units vest and are released as shares of our Common Stock in accordance with the provisions of the 2008 Stock Plan or the 2021 Stock Plan; (2) performance units (assuming a performance multiple of 100% for grants for which the applicable performance period has not been completed; or at the achieved performance multiple for grants for which the applicable performance period has been completed) held under the 2008 Stock Plan vesting after April 16, 2022 for which the participant has no voting or investment power until such units vest and are released as shares of our Common Stock in accordance with the provisions of the 2008 Stock Plan and RSUs with performance-based conditions (also referred to herein as “performance units”) (assuming a performance multiple of 100%) held under the 2021 Stock Plan vesting after April 16, 2022 for which the participant has no voting or investment power until such units vest and are released as shares of our Common Stock in accordance with the provisions of the 2021 Stock Plan; and (3) phantom shares held in the individual’s phantom stock account under the EOG Resources, Inc. 409A Deferred Compensation Plan (as amended, the “Deferral Plan”) for which the individual has no voting or investment power until such phantom shares are released as shares of our Common Stock in accordance with the provisions of the Deferral Plan and the individual’s deferral election. Because such units and shares will not vest or be released on or before April 16, 2022, the units and shares shown in this column are not “beneficially owned” under Rule 13d-3 under the Exchange Act.

(d)

None of our directors or “Named Officers” beneficially owned, as of February 15, 2022, more than 1% of the shares of our Common Stock outstanding as of February 15, 2022. Based on 585,430,116 shares of our Common Stock outstanding as of February 15, 2022, our current directors and executive officers as a group (15 in number) beneficially owned approximately 0.3% of the shares of our Common Stock outstanding as of February 15, 2022 and had total ownership of approximately 0.4% of the shares of our Common Stock outstanding as of February 15, 2022.

CORPORATE GOVERNANCE

Board of Directors

Director Independence

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

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

Except with respect to Messrs. Thomas and Yacob, the Board has determined that all such relationships and transactions that it considered were not material relationships or transactions with EOG and did not impair the independence of our directors. The Board has determined that (i) Mr. Thomas is not independent because he was the Chief Executive Officer (“CEO”) of EOG from July 2013 until his retirement as an employee and the CEO of EOG, effective as of September 30, 2021, and (ii) Mr. Yacob is not independent because he was appointed as CEO of EOG, effective as of October 1, 2021.

Director Skills and Experience Matrix; Director Diversity and Tenure Charts

Please see “Item 1. Election of Directors” below for a description of certain key skills and areas of experience that we believe are relevant to our business, and an accompanying skills and experience matrix setting forth the number of our director nominees that possess each skill and area of experience. Also included in “Item 1. Election of Directors” below are charts regarding the diversity and tenure of our director nominees.

Meetings

The Board held seven meetings during the year ended December 31, 2021.

Each director attended at least 75% of the total number of meetings of the Board and Board committees on which the director served. Our directors are expected to attend our annual meeting of stockholders. All of our then-current directors attended our 2021 annual meeting of stockholders.

Executive Sessions of Non-Employee Directors

Our non-employee directors held seven executive sessions during the year ended December 31, 2021. Mses. Clark and Robertson and Messrs. Crisp, Daniels, Day, Gaut, Kerr and Textor attended each of the seven executive sessions.

Mr. Textor was appointed by the non-employee directors as the presiding director for the executive sessions in 2021, and Mr. Day has been appointed by the non-employee directors as the presiding director for executive sessions in 2022. As discussed below, the presiding director is elected annually by and from the non-employee directors of our Board.

Board Leadership Structure

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

Since becoming an independent public company in August 1999, our stock price performance has significantly exceeded the collective performance of our peer group companies as well as the performance of the Dow Jones Industrial Average, the Nasdaq Composite Index and the Standard & Poor’s 500 Index (in each case, measured as of February 15, 2022), which we believe demonstrates the effectiveness of our Board’s determinations from time to time of the appropriate leadership structure for EOG.

Mr. Thomas served as our Chairman of the Board and CEO from January 2014 through September 2021 because, during that period, the Board believed that the most effective leadership structure for EOG was for Mr. Thomas to serve in both roles. Such model was successful, in part, because it made clear that the Chairman of the Board and CEO was responsible for managing our business, under the oversight and review of our Board. Such structure also enabled Mr. Thomas, in his role as CEO, to act as a bridge between management and the Board, helping both to act with a common purpose.

Effective October 1, 2021, we initiated the execution of our management succession plan, pursuant to which Mr. Thomas retired (effective September 30, 2021) from his role as CEO, after over 42 years with the company. Upon Mr. Thomas’ retirement, the Board promoted Mr. Yacob from the role of President to CEO, and Mr. Helms, our Chief Operating Officer, assumed the role of President and Chief Operating Officer. Also as of October 1, 2021, as part of the succession plan, Mr. Thomas transitioned to the role of non-executive Chairman of the Board.

The Board believes that the most effective leadership structure for EOG during the succession process is for Mr. Thomas to serve as non-executive Chairman of the Board and for Mr. Yacob to serve as CEO. As non-executive Chairman, Mr. Thomas has facilitated, and will continue to facilitate, interactions between our Board, Mr. Yacob and our other executive management. Mr. Yacob, in his role as CEO, has acted, and will continue to act, as a bridge between management and the Board, helping both to act with a common purpose.

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

•

We have an independent presiding director. The presiding director is elected annually by and from the independent directors of our Board. Our Board believes that the presiding director serves a valuable role in the overall leadership of the Board by providing additional oversight of our management. The presiding director has clearly defined leadership authority and responsibilities, which are described in our Corporate Governance Guidelines and which include (i) presiding at all meetings of the Board at which the Chairman of the Board is not present as well as at executive sessions of the non-employee directors, (ii) serving as liaison between our executive officers and our non-employee directors and (iii) briefing our CEO and other executive officers, as needed or appropriate, on matters discussed in the executive sessions. Our presiding director establishes the agenda for the executive sessions of the non-employee directors and has the authority to call, and establish the agenda for, additional meetings of the

non-employee directors. In addition, our presiding director is afforded direct and complete access to our CEO at any time as the presiding director deems necessary or appropriate, and he is available for direct communication with our stockholders as described under “Stockholder Communications with the Board” below.

•

We have a substantial majority of independent directors. Eight of our current ten directors meet the criteria for independence required by the NYSE, the SEC and our bylaws; only Mr. Thomas (as our former CEO) and Mr. Yacob (as our current CEO) are deemed not independent. Our Corporate Governance Guidelines also provide that at least three-fifths of our directors must meet such independence standards.

•

Key committees are comprised solely of independent directors. Our Audit, Compensation and Human Resources and Nominating, Governance and Sustainability Committees are each comprised solely of independent directors. Each of our non-employee directors serves on each of the committees.

•

Non-employee directors meet regularly. Our non-employee directors typically meet in executive session without our employee director (Mr. Yacob) at each regularly scheduled Board meeting. Our non-employee directors held seven executive sessions during the year ended December 31, 2021. As noted above, such executive sessions are chaired by the independent presiding director.

•

We have annual director elections. Our stockholders provide balance to the corporate governance process in that each year each director is elected pursuant to the majority voting provisions in our bylaws. Our stockholders may also communicate directly with the presiding director or any other director, as described under “Stockholder Communications with the Board” below.

Board’s Role in Risk Oversight

Our Board retains primary responsibility for risk oversight. To assist the Board in carrying out its oversight responsibilities, members of our senior management report to the Board on areas of risk to our company. For example, to assist our Board in carrying out its oversight responsibilities with respect to climate change-related risks, members of our senior management discuss climate change and environmental-related matters with our Board throughout the year and, at least annually, review with the Board our environmental performance as well as trends and industry comparisons.

In addition, our Board committees consider specific areas of risk inherent in their respective areas of oversight and report to the full Board regarding their activities. For example, our Audit Committee periodically discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures. Further, cybersecurity is an integral part of our risk management and an area of increasing focus for our Board and management. Accordingly, our Audit Committee also (i) oversees, and receives regular reports from our senior management regarding, EOG’s policies, strategies and initiatives for mitigating cybersecurity and information technology risks and (ii) receives reports from, and discusses with, our senior management any cybersecurity incidents we may experience.

Our Compensation and Human Resources Committee incorporates risk considerations, including the risk of losing key personnel and any risks that may be presented by our compensation policies and practices, as it evaluates the performance of our CEO and other executive officers, determines our executive compensation and evaluates our compensation policies and practices. Our Nominating, Governance and Sustainability Committee focuses on issues relating to Board and Board committee composition and provides oversight with respect to environmental, social and governance (“ESG”) matters.

Further, to ensure that our Board has a broad view of our overall risk management process, the Board regularly reviews our long-term strategic plans and the principal issues and risks that we may face, as well as the processes through which we manage risks.

Committees of the Board

The charter for each committee of the Board identified below is available on our website at www.eogresources.com/company/board-of-directors. Copies of the committee charters are also available upon written request to our Corporate Secretary.

Nominating, Governance and Sustainability Committee

The Nominating, Governance and Sustainability Committee, which is comprised exclusively of independent directors, is responsible for the following, in each case in consultation with the Board and each of the Board committees:

•

identifying prospective qualified candidates to fill vacancies on the Board;

•

considering any director nominees recommended by our stockholders pursuant to the procedures set forth in our bylaws (“proxy access” nominees);

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recommending director nominees (including chairpersons) for each of our committees;

•

developing and recommending appropriate corporate governance guidelines;

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providing oversight and guidance with respect to ESG and human rights matters;

•

engaging with management regarding our ESG activities and human rights matters;

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reviewing our annual Sustainability Report; and

•

overseeing the self-evaluation of the Board.

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

While there are no specific minimum requirements that the Nominating, Governance and Sustainability Committee believes must be met by a prospective director nominee (other than the general requirements of our Corporate Governance Guidelines discussed below with respect to director age, director independence and director service on the boards of directors of other public companies), in evaluating prospective candidates, the Nominating, Governance and Sustainability Committee also considers whether the individual has personal and professional integrity, good business judgment and relevant experience and skills as well as other credentials and qualifications, including, but not limited to, the credentials and qualifications set forth in our Corporate Governance Guidelines. In addition, the Nominating, Governance and Sustainability Committee will consider whether such individual is willing and able to commit the time necessary for Board and Board committee service.

Furthermore, the Nominating, Governance and Sustainability Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending individuals who can best perpetuate the success of our business and represent stockholder interests through the exercise of sound business judgment using their diversity of experience in various areas. We believe our current directors possess diverse professional experiences, skills and backgrounds, in addition to (among other characteristics) high standards of personal and professional ethics, proven records of success in their respective fields and valuable knowledge of our business and of the oil and gas industry.

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

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

•

any director having reached 80 years of age, and each year thereafter, shall discuss with the Chairman of the Board and the Nominating, Governance and Sustainability Committee, and the Nominating, Governance and Sustainability Committee shall affirmatively determine, whether it is appropriate for such director to stand for re-election as a director of the company at the end of his or her current term;

•

at least three-fifths of our directors must meet the criteria for independence required by the NYSE, the SEC and our bylaws; and

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no non-employee director may serve on the board of directors of more than four other public companies, and our CEO may not serve on the board of directors of more than two other public companies.

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

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

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

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

In addition, the Nominating, Governance and Sustainability Committee will consider nominees recommended by stockholders in accordance with the procedures outlined under “Stockholder Proposals and Director Nominations — Nominations for 2023 Annual Meeting of Stockholders and for Any Special Meetings of Stockholders” below. The Nominating, Governance and Sustainability Committee will evaluate such nominees according to the same criteria, and in the same manner, as any other director nominee.

The Nominating, Governance and Sustainability Committee held four meetings during the year ended December 31, 2021. The Nominating, Governance and Sustainability Committee is currently comprised of Mses. Robertson (Chairperson) and Clark and Messrs. Crisp, Daniels, Day, Gaut, Kerr and Textor.

Audit Committee

The Audit Committee, which is comprised exclusively of independent directors, is responsible for the oversight of our accounting and financial reporting processes, the audits and reviews of our financial statements and the performance of our internal audit function and independent petroleum consultants.

The Board has selected the members of the Audit Committee based on the Board’s determination that the members are financially literate (as required by NYSE rules) and qualified to monitor the performance of management and the independent auditors and to monitor our disclosures so that our disclosures fairly present our business, financial condition and results of operations.

The Board has also determined that Ms. Clark, an independent director since January 2014 and the Chairperson of our Audit Committee since February 2015, Mr. Textor, an independent director since May 2001 and the Chairman of our Audit Committee from May 2001 until February 2015, and Mr. Gaut, an independent director since October 2017, each (1) have accounting or related financial management expertise in accordance with the requirements of the NYSE and (2) are an “audit committee financial expert” (as defined in the SEC rules) because each has the following attributes: (A) an understanding of generally accepted accounting principles in the United States of America (“GAAP”) and financial statements; (B) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (C) experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of accounting issues that can reasonably be expected to be raised by our financial statements; (D) an understanding of internal controls over financial reporting; and (E) an understanding of audit committee functions. Each of Ms. Clark and Messrs. Textor and Gaut has acquired these attributes by means of having held various positions that provided relevant experience, as described in each director’s biographical information under “Item 1. Election of Directors” below, and, in the case of Mr. Textor, by further having served as Chairman of our Audit Committee from May 2001 until February 2015.

The Audit Committee has sole and direct authority, at its discretion and at our expense, to appoint, compensate, oversee, evaluate and terminate our independent auditors and any other registered public accounting firms engaged to perform audit, review or attest services for EOG, and to review, as it deems appropriate, the scope of our annual audits, our accounting policies and reporting practices, our system of internal controls, our compliance with policies regarding business conduct and ethics and other matters. In addition, the Audit Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Audit Committee. The Audit Committee also reviews and approves the annual Report of the Audit Committee that is included in this proxy statement.

The Audit Committee held seven meetings during the year ended December 31, 2021 and is currently comprised of Mses. Clark (Chairperson) and Robertson and Messrs. Crisp, Daniels, Day, Gaut, Kerr and Textor.

Compensation and Human Resources Committee

In February 2022, the Board renamed our Compensation Committee as the “Compensation and Human Resources Committee” of the Board and assigned to it (in addition to its existing duties and responsibilities discussed further below) the responsibility to provide oversight and review of the company’s human capital management matters and related strategies, programs, policies and procedures.

In addition, the Compensation and Human Resources Committee, which is comprised exclusively of independent directors, is responsible for the administration of our stock compensation plans and for the evaluation and determination of the compensation arrangements for our executive officers and directors. The Compensation and Human Resources Committee is also responsible for reviewing the disclosures in our Compensation Discussion and Analysis and providing the annual Compensation and Human Resources Committee Report, both of which are included in this proxy statement. Please refer to “Compensation Discussion and Analysis — Compensation Process” and “Director Compensation and Stock Ownership Guidelines” below for a discussion of the Compensation and Human Resources Committee’s procedures and processes for making executive officer and non-employee director compensation determinations. In addition, the Compensation and Human Resources Committee is responsible for reviewing the relationship between our risk management policies and compensation policies and practices and making a determination as to whether any of our compensation policies or practices expose us to risks.

The Compensation and Human Resources Committee is authorized, at its discretion and at our expense, to retain, oversee, obtain the advice of, compensate and terminate such compensation consultants and other advisors as the Compensation and Human Resources Committee deems necessary to assist with the execution of its duties and responsibilities, and is responsible for assessing the independence of any such consultants or advisors and whether any such consultant or advisor has a conflict of interest in respect of its engagement by the Compensation and Human Resources Committee. All of the members of the Compensation and Human Resources Committee qualify as “Non-Employee Directors” under Rule 16b-3 under the Exchange Act.

The Compensation and Human Resources Committee held four meetings during the year ended December 31, 2021 and is currently comprised of Messrs. Daniels (Chairman), Crisp, Day, Gaut, Kerr and Textor and Mses. Clark and Robertson.

Compensation Committee Interlocks and Insider Participation

Messrs. Daniels (Chairman), Crisp, Day, Gaut, Kerr and Textor and Mses. Clark and Robertson serve as members of the Compensation and Human Resources Committee and none of them is a current or former officer or employee of EOG. During the year ended December 31, 2021, none of our executive officers served as a director or member of the compensation committee (or other committee of the board performing equivalent functions) of another entity where an executive officer of such entity served as a director of EOG or on our Compensation and Human Resources Committee.

Stockholder Communications with the Board

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

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

Environmental, Social and Governance Matters

Engagement with Stockholders

As stated in our prior public disclosures, EOG is committed to open, collaborative communications with our stockholders; transparency; providing our stockholders with the ability to effectively voice their opinions; being accountable to our stockholders; and operating in an environmentally responsible and safe manner.

Pursuant to these commitments, we have, over the last several years, engaged in, and continue to engage in, substantial, collaborative discussions and correspondence with various EOG stockholders regarding a range of ESG matters. In addition, we have maintained a productive, ongoing dialogue with our investors regarding our public disclosures addressing a range of ESG topics. EOG intends to continue engaging in such discussions and correspondence with our stockholders and to periodically update and expand our related public disclosures.

2020 Sustainability Report

As evidence of our continuing commitment, EOG published our 2020 Sustainability Report in October 2021. Our 2020 Sustainability Report reflects the contributions of many employees across multiple functions throughout the company and, we believe, is a great example of EOG’s multi-disciplinary teamwork and culture and our commitment to sustainability.

In a continuing effort to enhance our ESG reporting, our 2020 Sustainability Report expanded on our ESG-related disclosures. New disclosures and subjects featured in our 2020 Sustainability Report include:

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Net-zero ambition for Scope 1 and 2 GHG emissions by 2040

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Zero routine flaring by 2025

•

Sustainable Power Group

•

Diversity and inclusion working group

•

Human Rights Policy adoption

Our 2020 Sustainability Report also included expanded workforce diversity metrics. Our 2020 Sustainability Report and our 2021 EEO-1 report (which will be filed in 2022) are each available in the “Sustainability” section of our corporate website. Our 2021 Sustainability Report (to be published in the fall of 2022) will contain updated and expanded narrative and quantitative disclosures regarding our ESG-related activities.

2022 ESG Goals for Executive Compensation

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

These performance goals have historically included ESG-related goals focused on improving our strong safety and environmental record, including reducing our total recordable incident rate and oil spill rates. In 2019, the Compensation and Human Resources Committee expanded the ESG-related goals to also include the reduction of EOG’s GHG emissions intensity rate and methane emissions intensity rate, in each case for 2019, below prior year levels. Based on its review of our compensation program and stockholder feedback, in 2020, the Compensation and Human Resources Committee established a separately weighted ESG-related goal for 2020

performance – specifically, the reduction of each of our GHG, methane and flaring emissions intensity rates, total recordable incident rate and oil spill rates for 2020 below 2019 levels. In 2021, the Compensation and Human Resources Committee added a new performance metric to the separately weighted ESG-related goal, specifically the increase of our wellhead gas capture rate for 2021 above the 2020 level, and increased the weighting of the ESG-related goal for 2021 from 5% to 7.5%.

The Compensation and Human Resources Committee has again established a separately weighted ESG-related goal to evaluate our 2022 performance – specifically, the reduction of each of our GHG, methane and flaring emissions intensity rates for 2022 below 2021 levels, total recordable incident rate and oil spill rates for 2022 below the prior three-year averages and a wellhead gas capture rate for 2022 of 99.8% or higher. The Compensation and Human Resources Committee also again increased the weighting of the ESG-related goal for 2022 – from 7.5% to 10%.

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

Codes of Conduct and Ethics and Corporate Governance Guidelines

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

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

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

REPORT OF THE AUDIT COMMITTEE

In connection with the fiscal year 2021 audited financial statements of EOG Resources, Inc. (“EOG”), the Audit Committee of the Board of Directors of EOG, during its February 2022 meeting, (1) reviewed and discussed the audited financial statements with EOG’s management; (2) discussed with EOG’s independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the United States Securities and Exchange Commission; (3) received the written disclosures and the letter from the independent auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence; (4) discussed with the independent auditors the independent auditors’ independence; and (5) considered whether the provision of non-audit services by EOG’s principal auditors is compatible with maintaining auditor independence.

Based upon these reviews and discussions, the Audit Committee has recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements for fiscal year 2021 be included in EOG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the United States Securities and Exchange Commission.


		AUDIT COMMITTEE
		Janet F. Clark, Chairperson
		Charles R. Crisp
		Robert P. Daniels
		James C. Day
		C. Christopher Gaut
		Michael T. Kerr
		Julie J. Robertson
		Donald F. Textor

COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT

The Compensation and Human Resources Committee, in connection with its February 2022 meeting, has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. Based on such review and discussions, the Compensation and Human Resources Committee has recommended to the Board of Directors, and the Board of Directors has approved, that the Compensation Discussion and Analysis be included in the proxy statement relating to the 2022 Annual Meeting of Stockholders.


		COMPENSATION AND HUMAN RESOURCES COMMITTEE
		Robert P. Daniels, Chairman
		Janet F. Clark
		Charles R. Crisp
		James C. Day
		C. Christopher Gaut
		Michael T. Kerr
		Julie J. Robertson
		Donald F. Textor

COMPENSATION DISCUSSION AND ANALYSIS

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



Name		Job Title
Ezra Y. Yacob		Chief Executive Officer (effective as of October 1, 2021)
Lloyd W. Helms, Jr.		President and Chief Operating Officer
Timothy K. Driggers		Executive Vice President and Chief Financial Officer
Michael P. Donaldson		Executive Vice President, General Counsel and Corporate Secretary
Jeffrey R. Leitzell		Executive Vice President, Exploration & Production
William R. Thomas		Former Chief Executive Officer (effective as of October 1, 2021)

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

Executive Summary

This Compensation Discussion and Analysis focuses on EOG’s 2021 compensation programs, actions and outcomes relative to our 2021 performance. The Compensation and Human Resources Committee (“Compensation Committee”) believes that our executive management team continues to foster a unique culture that has firmly established EOG as a leader in the exploration and production industry and supports our strategy to maximize long-term stockholder value. Our decentralized structure and “pleased but not satisfied” culture encourage innovation and cross-play collaboration, which creates a cycle of continuous improvement and cost reduction. In addition, our focus on “double premium” wells positions EOG as the industry leader in creating sustainable value through industry cycles. We are committed to being among the lowest-cost, highest-return and lowest-emissions producers. Our key strategic priorities include:

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Returns-Focused – Our “double premium” well strategy requires any new capital to generate at least a 60% direct after-tax rate of return* at flat $40/Bbl WTI oil, $2.50/Mcf HH natural gas and $16/Bbl NGL prices.

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Significant Free Cash Flow – We are focused on generating free cash flow to return cash to stockholders and maintain a low-debt profile.

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Disciplined Growth – Our growth will be tied to the fundamentals of the oil and gas market.

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Sustainability Leader – As a leader in the oil and gas industry, we want to be on the forefront of sustainable business practices and innovation and be part of the long-term energy solution. Based on our continued commitment to improve our strong safety and environmental record, we increased the weighting of our performance goal for the annual bonus opportunity for our Named Officers for 2021 performance from 5% to 7.5% and for 2022 performance from 7.5% to 10%.

In 2021, we delivered on our strategy to maximize long-term stockholder value with outstanding performance and significant free cash flow generation. The following are key highlights of our achievements in 2021:

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Returned $2.7 billion in cash to stockholders with the regular dividend and two special dividends in 2021. Also increased the regular dividend rate by 100% in 2021 compared to the regular dividend rate at the end of 2020.

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Delivered record financial performance with record quarterly earnings and free cash flow.

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Generated over $5.5 billion of free cash flow* and ended the year with a net debt-to-total capitalization ratio* of -0.5%.

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Shifted our return hurdle from “premium” (at least a 30% direct after-tax rate of return* at flat $40/Bbl WTI oil, $2.50/Mcf HH natural gas and $16/Bbl NGL prices) to “double premium” (at least a 60% direct after-tax rate of return* at flat $40/Bbl WTI oil, $2.50/Mcf HH natural gas and $16/Bbl NGL prices).

•

Earned a 51% all-in after-tax rate of return* based on our premium price deck of flat $40/Bbl WTI oil, $2.50/Mcf HH natural gas and $16/Bbl NGL prices.

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Added significant “premium” quality acreage in multiple basins.

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Continued our commitment to sustainability and long-term energy solutions with a reduction in our methane emissions percentage and improvement in our wellhead gas capture rate (in each case, based on preliminary estimates of 2021 metrics).

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Recognized as a 2021 Top Workplace by the Houston Chronicle, the San Antonio Express-News and The Oklahoman.

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Successfully executed our CEO leadership transition.

The Compensation Committee viewed management’s 2021 performance as industry leading. Overall, operational and financial results exceeded 2021 objectives and we delivered 2021 total stockholder return of 89%. As a result, our Compensation Committee took the following key actions in 2021, discussed in more detail below:

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In February 2021, increased base salaries for the Named Officers (excluding Messrs. Yacob and Thomas – see related discussion below) to reflect the individuals’ continued growth in their roles and to align more closely with the market.

•

In September 2021, enhanced our executive compensation program to incorporate the S&P 500 index as a TSR peer for our 2021 performance-based long-term incentive awards.

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In September 2021, granted the same number of shares as 2020 and 2019 to our Named Officers (excluding Messrs. Yacob, Leitzell and Thomas – see related discussion below), resulting in a modest increase in long-term incentive grant values from 2019.

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In February 2022, awarded annual bonuses equal to 145% of target to our Named Officers (other than to Mr. Thomas, as he retired from EOG effective September 30, 2021) for 2021 performance (as described below).

Leadership Transition

Effective January 4, 2021, the Board of Directors appointed Mr. Yacob as our President. Upon his promotion, Mr. Yacob received a one-time, promotional long-term incentive award and his cash compensation was adjusted as described under “Executive Compensation Program for 2021” below.

Effective October 1, 2021, we initiated the execution of our management succession plan. Mr. Thomas retired effective September 30, 2021 from his role as Chief Executive Officer after over 42 years with the company (serving as CEO since 2013). Upon Mr. Thomas’ retirement, the Board of Directors promoted Mr. Yacob from President to Chief Executive Officer, and Mr. Helms, EOG’s Chief Operating Officer, assumed the additional role of President. The details of Mr. Yacob’s and Mr. Helms’ pay packages are described below under “Executive Compensation Program for 2021”.

Further, as of October 1, 2021, Mr. Thomas transitioned to the role of non-executive Chairman of the Board. Mr. Thomas was still in the position of Chief Executive Officer at the time of our 2021 annual long-term incentive grants; however, in anticipation of his retirement and consistent with our historical practice, Mr. Thomas only received the performance-based component of the award. The award is subject to performance risk for the full performance period, ensuring a continued tie to our success after his retirement, and requires a minimum of one year of Board service and compliance with restrictive covenants, including non-competition and non-solicitation covenants, in order to vest. Consistent with our practice for all employees, Mr. Thomas was not eligible to receive a 2021 bonus award because he retired prior to the payment of 2021 bonuses.

Summary of Pay and Performance Alignment

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

The following charts illustrate that the largest portion of target compensation for our Named Officers as of December 31, 2021 is in long-term equity compensation, consistent with our belief that our executive compensation program should be heavily influenced by our absolute stock price performance to further align the interests of our Named Officers with those of our stockholders. In the case of performance units, the largest single component of our program, compensation is further influenced by relative stock price performance compared to our peers and the broader market. In addition, each of our Named Officers owns a substantial amount of our stock.

TOTAL TARGET
COMPENSATION – CEO

TOTAL TARGET COMPENSATION
– OTHER NAMED OFFICERS

LOGO

Say-on-Pay Vote and Key Program Features

At our 2021 annual meeting of stockholders, the vast majority of our stockholders voted to approve our executive compensation program, with approximately 96% approval among votes cast. Even with this very strong support, our Compensation Committee regularly reviews our executive compensation program to identify opportunities to strengthen the program and our executives’ alignment with our stockholders. In 2021, we enhanced our executive compensation program to incorporate the S&P 500 index as a TSR peer for our 2021 performance-based long-term incentive awards. This enhancement diversifies our relative TSR performance measurement beyond the exploration and production (E&P) sector and reflects our broader competition for investor capital.

Our program continues to reflect an alignment with current governance trends, while maintaining a competitive compensation design to appropriately reward our executive officers for their contribution to the achievement of our short-term and long-term business goals and the creation and enhancement of stockholder value. Certain best practice, stockholder-friendly elements of our compensation program are described below.



		Compensation Program Best Practices

✓		Strong pay-for-performance linkage between company performance, individual performance and executive compensation outcomes

✓		Significant performance-based pay structure for our Named Officers

✓		Structured Annual Bonus Plan, including bonus targets and metric weightings, tied to key operational, financial and strategic goals

✓		Long-term incentive program with majority of program tied to absolute stock price performance and relative stock price performance against industry peers and broader market

✓		Meaningful stock ownership by, and stock ownership guidelines for, the Named Officers

✓		Minimal perks and limited supplemental pension benefits

✓		No employment agreements

✓		No single-trigger change-in-control 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

Compensation Objectives

Our executive compensation program is designed to attract and retain a highly qualified and motivated management team and appropriately reward individual executive officers for their contributions to the achievement of our key short-term and long-term goals. The Compensation Committee is guided by the following key principles in determining the compensation of our CEO and other Named Officers:



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 vesting periods enhance the long-term retention of our Named Officers
Pay for Company Performance		• Compensation opportunities are designed to reward our executive officers for achieving our critical operational, financial and strategic 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		• Named Officers 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, restricted stock/RSUs and SARs make up a significant portion of each Named Officer’s compensation opportunity • 78% of CEO pay is directly linked to share price performance • Named Officers are subject to stock ownership requirements

Each of the components of our executive compensation program plays a unique role in meeting our 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 Named Officer compensation with our annual operational, financial and strategic performance • Recognizes individual contributions to our annual performance • Communicates the Board’s evaluation of our annual performance
Long-Term Incentives – Performance Units, Restricted Stock/RSUs, and SARs		• Aligns Named Officer 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 to achieve or surpass targeted compensation levels
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

Compensation Process

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

The Compensation Committee’s Decision-Making Process

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



First Quarter		• Discuss final company, CEO and Named Officer performance reviews for prior year • Approve incentive plan payouts for prior year based on audited results against pre-established goals • Establish Named Officer base salaries for new year • Approve company and CEO operational, financial and strategic goals for new year • 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 • Approve 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

Role of Chief Executive Officer and Other Officers

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

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

Role of Independent Consultant

For 2021, 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 the scope of Meridian’s engagement, which includes:

•

Attending and participating in meetings of the Compensation Committee.

•

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

•

Providing benchmarking (e.g., peer company and general industry) data on executive compensation for the Compensation Committee to use in its decision-making process.

•

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

•

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

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

Compensation Assessment Tools

In order to attract, motivate and retain talented executive officers, we must ensure that our executive compensation program remains competitive with the types and ranges of compensation paid by our peer companies who compete for the same executive talent. On an annual basis, the Compensation Committee reviews and discusses compensation data for our CEO and our other Named Officers 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 2021, the Compensation Committee conducted its annual review of the peer group with the assistance of Meridian. As a result of the acquisition of Concho Resources, Inc. by ConocoPhillips, the Compensation Committee approved removing Concho Resources, Inc. and using the following peer group of eight companies to assess 2021 compensation decisions:


	2021 Peer Group

APA Corporation	ConocoPhillips	Devon Energy Corporation

Diamondback Energy, Inc.	Hess Corporation	Marathon Oil Corporation

Occidental Petroleum Corporation	Pioneer Natural Resources Company


	Enterprise Value (MM)*	Market Cap (MM)*	Total Assets (MM)*
EOG Resources, Inc.	$40,920	$39,422	$36,885
Relative Percentile Rank Position	63%	88%	75%

*	Enterprise Value and Market Cap are as of August 31, 2021 and Total Assets is based on most recent annual or quarterly public disclosure as of August 31, 2021

As indicated above, as of August 2021, EOG was above the 50th percentile of this peer group in terms of enterprise value and at or above the 75th percentile for market capitalization and total assets.

In September 2021, Meridian provided the Compensation Committee with a Top Officer Benchmarking Study based on Meridian’s 2021 North America Oil and Gas Exploration & Production (E&P) 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 exploration and production companies of varying sizes in addition to general industry compensation survey data.

Executive Compensation Program for 2021

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

Base Salary

The following table presents the base salaries for each of our Named Officers as of December 31, 2020 and 2021, respectively. In 2021, the Compensation Committee took the following actions in regards to base salaries:

•

Increased Mr. Yacob’s base salary to $650,000 upon his promotion from Executive Vice President, Exploration and Production to President effective January 4, 2021.

•

Held Mr. Thomas’ base salary flat for the third year in a row and increased the base salaries for Messrs. Helms, Driggers and Donaldson, to reflect their continued growth in their roles and align them more closely to the market based on its annual review of the base salaries for our Named Officers.

•

Increased Mr. Leitzell’s base salary to $428,000 upon his promotion to Executive Vice President, Exploration and Production effective May 9, 2021.

•

Increased Mr. Yacob’s base salary to $800,000, upon his promotion to Chief Executive Officer effective October 1, 2021.



Name	Base Salary as of 12/31/2020		Base Salary as of 12/31/2021
Ezra Y. Yacob	$	500,000	$	800,000
Lloyd W. Helms, Jr.	$	700,000	$	735,000
Timothy K. Driggers	$	650,000	$	670,000
Michael P. Donaldson	$	650,000	$	670,000
Jeffrey R. Leitzell(a)	$	393,000	$	428,000
William R. Thomas(b)	$	1,000,000		n/a

(a)	Effective February 26, 2021, Mr. Leitzell received a 4% merit increase to $410,000 as part of the annual merit cycle for all employees.

(b)	Effective September 30, 2021, Mr. Thomas retired from EOG and did not receive a base salary for the remainder of 2021.

Annual Bonus

Our CEO and other Named Officers 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 Named Officers and employees. 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 measures as well as operational and strategic goals relevant to our annual operating plan.

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 2021 performance. The resulting assessment of performance against each goal is also provided below. If the Compensation Committee assessed a performance goal as exceeding the target objective, it resulted in a performance result above 100%.



	Performance Goal	Weight	Assessment	Result
Achieve 35% all-in after-tax rate of return* on total capital expenditures based on premium price deck of flat $40/Bbl WTI oil, $2.50/Mcf HH natural gas and $16/Bbl NGL prices		15%	Achieved a 51% all-in after-tax rate of return*	Significantly exceeded

Achieve double-digit ROCE*		15%	Achieved a 23% ROCE*	Significantly exceeded
Generate free cash flow* of $1.75 billion and reduce net debt-to-total capitalization ratio*		15%	Generated $5.5 billion of free cash flow* and reduced net debt-to-total capitalization ratio* from 11% to – 0.5%	Significantly exceeded

Achieve top-half status in peer group in absolute stock price performance and forward-year cash flow multiple		7.5%	Finished sixth out of nine peers in absolute stock price performance and second out of nine peers in forward-year cash flow multiple	Did not achieve top-half status relative to absolute stock price performance, but exceeded goal relative to forward-year cash flow multiple
Improve strong safety and environmental record, including a reduction in methane, GHG and flaring intensity rates and improvement in wellhead gas capture rate		7.5%	Achieved lowest recordable incident rate, methane and flaring intensity rates and highest wellhead gas capture rate to-date	Exceeded methane and flaring intensity rates, achieved recordable incident rate and wellhead gas capture rate, but did not achieve GHG intensity rate (in each case, based on preliminary estimates of 2021 metrics)

Strategic and other operational goals, such as:		40%		Overall, exceeded
•	Achieve the following production and unit cost targets:
	a) 444 MBbld crude oil and condensate production		Crude oil and condensate production – 445 MBbld
	b) 830 MBoed total production		Total production – 829 MBoed
	c) $12.25/Boe DD&A		Actual DD&A – $12.07/Boe
	d) $9.82/Boe Controllable Cash Operating Cost (LOE, G&A, Transportation and G&P Expenses)		Actual Cash Operating Cost – $10.14/Boe
•	Lower all-in finding cost by 2%		Lowered all-in finding cost by 14%
•	Improve all-in capital efficiency by 3%		Improved all-in capital efficiency by 17%
•	Drill 80% “premium” wells and 50% “double premium” wells		Drilled more than 80% “premium” wells and more than 50% “double premium” wells
•	Reduce total well cost by 5%		Reduced total well cost by 7%
•	Increase “premium” drilling inventory above the number of completed wells, with a goal of 500 locations		Increased “premium” drilling inventory by 520 locations
•	Capture key acreage on new “premium” oil plays		Acquired key acreage on a number of new “premium” oil plays

Effective for the 2021 bonus year, the Compensation Committee increased the bonus target percentage for Mr. Yacob to 100% of base salary upon his promotion to President, and then to 125% of base salary upon his promotion to CEO. The Compensation Committee also increased the bonus target percentage (as a percent of base salary) for Mr. Driggers and Mr. Donaldson from 80% of base salary to 90% of base salary to align their compensation closer to market.

Consistent with its determination of bonuses in prior years, the Compensation Committee applied the results above to the Named Officers’ 2021 bonus target percentages. The performance factors reflect each Named Officer’s contribution to the company’s achievement of 2021 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 Named Officers for 2021 performance as follows:



Name	Base Salary as of 12/31/2021		Bonus Target (as a % of Base Salary)	Performance Factor			Actual Bonus Paid ($)
Ezra Y. Yacob(a)	$	800,000	100%-125%		145	%	$	1,232,500
Lloyd W. Helms, Jr.	$	735,000	100%		145	%	$	1,065,800
Timothy K. Driggers	$	670,000	90%		145	%	$	874,400
Michael P. Donaldson	$	670,000	90%		145	%	$	874,400
Jeffrey R. Leitzell	$	428,000	90%		145	%	$	558,500
William R. Thomas(b)		n/a	n/a		n/a			n/a

(a)

Mr. Yacob’s 2021 bonus target percentage was prorated for his time in his role as President and then as Chief Executive Officer. For January 1, 2021 through September 30, 2021 in his role as President, Mr. Yacob’s bonus target percentage was 100% of base salary. Effective October 1, 2021 through December 31, 2021, Mr. Yacob’s bonus target percentage was increased to 125% of base salary, reflecting his promotion to Chief Executive Officer.

(b)	Mr. Thomas was not eligible to receive a bonus for 2021 performance since he was no longer an employee in March 2022 when bonuses were paid, consistent with our practice for all employees.

Long-Term Incentives

The long-term incentive component of our executive compensation program comprises a substantial majority of our Named Officers’ compensation, tying a significant portion of Named Officers’ 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 2021, our Named Officers’ long-term incentives consisted of three vehicles:

•

Performance Units (60% weighting)

•

Restricted Stock/RSUs (25% weighting)

•

SARs (15% weighting)

The table below summarizes the key features of each vehicle.



Vehicle	Purpose	Key Terms
Performance Units (60% weighting)	• Reward our Named Officers based on our stock performance versus a specified group of peer companies, stock performance relative to the S&P 500 index, and our absolute stock price performance • Align the interests of our Named Officers with those of our stockholders • Emphasize our long-term strategy	• Our TSR is measured relative to the TSR of our peer companies (as specified in the respective grant agreements) and, effective for the 2021 performance awards, the S&P 500 index over the three full calendar years following the grant date • 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 • 0-200% of award may be earned based on our TSR ranking relative to such companies and index; 100% of award is only earned if our TSR ranks above the median of the group. Performance multiple scale provided below • “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 if the performance units are forfeited

Restricted Stock/ RSUs (25% weighting)	• Align the interests of our Named Officers with those of our stockholders • Enhance the retention of our Named Officers • 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 Named Officer will reach age 62 prior to the grant’s vesting date, in order to avoid adverse tax consequences to the Named Officer under the Code

SARs (15% weighting)	• Reward our Named Officers for absolute increases in stockholder value • Align the interests of our Named Officers with those of our stockholders	• Seven-year exercise period • SARs are settled in shares of our Common Stock based on the appreciation in value of the SAR based on the excess of the fair market value of our Common Stock on the date of exercise over the exercise price (i.e., the closing stock price on grant date), net of applicable taxes • Vest over three years in increments of 33.3% on the one-year and two-year anniversaries of the grant date and 33.4% on the three-year anniversary of the grant date

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

•

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

•

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

•

Individual Named Officer contributions toward achievement of our performance goals and the officer’s achievement towards his performance goals

•

General market and industry conditions

In September 2020, the shares granted to our Named Officers were held flat to 2019, resulting in an approximately 50% reduction in grant values and positioning our Named Officers at the lower end of competitive market data. In September 2021, based on the improved market conditions and the factors described above, the Compensation Committee determined to grant the same number of shares to our Named Officers in September 2021 as was granted in 2019 and 2020 (excluding Mr. Yacob and Mr. Thomas due to the CEO transition and Mr. Leitzell due to his promotion to Executive Vice President, Exploration and Production effective May 2021, as described above). The share price appreciation since the 2020 awards resulted in 2021 grant date award values slightly higher than the 2019 grant date award values for Messrs. Helms, Driggers and Donaldson.

Mr. Yacob’s 2021 long-term incentive awards

Upon his promotion to President in January 2021, the Compensation Committee approved a one-time, promotional long-term incentive award for Mr. Yacob with an aggregate target grant date value of $650,000 as of January 4, 2021 comprised of 60% performance units, 25% restricted stock and 15% SARs.

Mr. Yacob’s September 2021 annual long-term incentive award target value increased from his 2019 and 2020 award values to reflect his anticipated appointment to Chief Executive Officer effective October 1, 2021.

Mr. Thomas’ 2021 long-term incentive award

In anticipation of his retirement and consistent with our historical practice, Mr. Thomas only received the performance-based component of the annual long-term incentive award. Mr. Thomas’ long-term incentive award remains subject to performance risk for the full vesting period and requires a minimum of one year of Board service and compliance with restrictive covenants to achieve vesting.

Awards provided to our Named Officers in 2021 are summarized in the table below.



Name	Number of Performance Units		Performance Unit Value(a)		Number of Shares of Restricted Stock/RSUs		Restricted Stock/RSU Value(a)		Number of Securities Underlying SARs		SAR Value(b)		Total Grant Value
*January 2021 Promotion Award*
Ezra Y. Yacob		7,821	$	389,955		3,259	$	162,494		4,790	$	97,481	$	649,930
*September 2021 Annual Awards*
Ezra Y. Yacob		45,855	$	3,751,398		19,110	$	1,563,389		38,214	$	953,821	$	6,268,608
Lloyd W. Helms, Jr.		29,564	$	2,418,631		12,318	$	1,007,736		18,108	$	451,976	$	3,878,343
Timothy K. Driggers		21,574	$	1,764,969		8,989	$	735,390		13,214	$	329,821	$	2,830,180
Michael P. Donaldson		19,976	$	1,634,237		8,323	$	680,905		12,235	$	305,386	$	2,620,528
Jeffrey R. Leitzell		10,387	$	849,760		4,328	$	354,074		6,362	$	158,796	$	1,362,630
William R. Thomas		75,908	$	6,210,033		0	$	0		0	$	0	$	6,210,033

(a)	The grant value of performance units and restricted stock/RSUs granted to Mr. Yacob on January 4, 2021 was based on the closing price of our Common Stock on the NYSE on January 4, 2021 of $49.86 per share.

As noted in footnote (e) to the “Grants of Plan-Based Awards Table for 2021” below, the grant value per performance unit granted on January 4, 2021 used for accounting purposes, based on the Monte Carlo simulation, was $55.69 per unit. The grant value of performance units and restricted stock/RSUs granted on September 27, 2021 was based on the closing price of our Common Stock on the NYSE on September 27, 2021 of $81.81 per share. As noted in footnote (e) to the “Grants of Plan-Based Awards Table for 2021” below, the grant value per performance unit used for accounting purposes, based on the Monte Carlo simulation, was $96.61 per unit.

(b)

The number of SARs granted to Mr. Yacob on January 4, 2021 was based on a grant price of $49.86 and a restricted stock-to-SAR ratio of 2.45-to-1 (consistent with Section 4.2(c)(ii) of the 2008 Stock Plan). As noted in footnote (e) to the “Grants of Plan-Based Awards Table for 2021” below, the grant value per SAR granted on January 4, 2021 used for accounting purposes, based on the Hull-White II binomial option pricing model, was $15.41 per share. The grant value of SARs granted to Messrs. Yacob, Helms, Driggers, Donaldson and Leitzell on September 27, 2021 was based on a grant price of $81.81. The grant value per SAR granted on September 27, 2021 used for accounting purposes, based on the Hull-White II binomial option pricing model, was $24.96 per share, as noted in footnote (e) to the “Grants of Plan-Based Awards Table for 2021” below.

The performance units granted on September 27, 2021 are subject to the performance multiple specified below based on our TSR relative to the TSR of our peer companies and the S&P 500 index (“the Performance Peer Group”) over the first three full calendar years following the grant date, according to the following scale (as specified in the respective grant agreement):



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

This payout scale requires EOG’s TSR to be above the median of the Performance Peer Group in order to earn 100% of the award.

Effective February 8, 2022, the Compensation Committee certified a performance multiple of 50% as being applicable to the performance units granted on September 27, 2018 (which “cliff” vested on February 28, 2022) 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 “7”.

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 Named Officers. Each Named Officer 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 Named Officers should be compensated if they (1) are involuntarily terminated (other than for cause) after a change of control of EOG or (2) voluntarily terminate their employment with EOG after a change of control of EOG under circumstances that constitute “good reason” (as defined in the change of control agreements).

Other Compensation and Benefits

Savings and Retirement Plan. For fiscal year 2021, 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 2021, the contribution percentage for each of the Named Officers 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 Named Officers, 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 Named Officers 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 Named Officer 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 Named Officer’s retirement accounts as if there were no statutory or other limitations.

Perquisite Allowances. In 2021, the Named Officers each received an annual perquisite allowance of $2,600 other than Mr. Thomas who received $1,900 due to his retirement effective September 30, 2021. 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. Named Officers 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 charitable contributions or gifts given by any employee or director, up to $100,000 annually. We also match 100% of any contributions made under our company-wide annual United Way campaign. Named Officers may participate in this program to the same extent as all other employees.

Employee Stock Purchase Plan. Each Named Officer 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 Named Officer 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. Named Officers participate in our service award program that recognizes years of service provided to EOG to the same extent as all other employees.

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

Other Compensation Matters

Tax and Accounting Considerations

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

Code Section 162(m). Prior to January 1, 2018, Section 162(m) of the Code generally disallowed a tax deduction by public companies for compensation over $1 million paid individually to covered employees, as defined in the Code. Qualifying performance-based compensation was not subject to the deduction limit if certain requirements were met. The Tax Cuts and Jobs Act of 2017 (the “TCJA”) eliminated the qualified performance-based compensation exception to the $1 million annual deduction limit and made certain other changes that expand the pool of covered employees, in each case for tax years beginning on or after January 1, 2018. Tax deductibility is only one factor considered by the Compensation Committee in making compensation decisions that are in the best interest of EOG and our stockholders.

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 Named Officers (and to our other employees) are structured to maintain the appropriate accounting treatment.

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

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

Stock Ownership Guidelines

The Compensation Committee believes that it is in the best interests of our stockholders for all of our executive officers and senior management to maintain a significant ownership position in EOG to create

substantial alignment between our senior management and our stockholders. Therefore, the Compensation Committee has established stock ownership guidelines ranging from 40,000 shares to 160,000 shares for our Named Officers. Each Named Officer currently satisfies these guidelines, which are reviewed annually by the Compensation Committee.

Anti-Hedging Policy Statement and Insider Trading Policy

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

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

Clawback Policies

Other than legal requirements under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), we currently do not have any policies in place regarding the adjustment or recovery of compensation payments or awards in the event that we are required to restate our financial statements. We believe that our accounting practices are conservative and, further, we have not been required to restate our financial statements at any time since becoming an independent company in 1999. Under the Sarbanes-Oxley Act, our CEO and CFO may be subject to clawbacks in the event of a restatement. Thus, the Compensation Committee has not deemed any additional recoupment policies to be necessary. We will continue to monitor any SEC rulemaking and trends in this area.

Compensation Risk Assessment

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

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes certain information regarding compensation paid or accrued during 2021, 2020 and 2019 to the Named Officers.



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		2021	$	687,933	$	6,591,486	$	1,027,635	$	1,232,500	$	213,333	$	9,752,887
Chief Executive Officer		2020		509,615		860,471		99,409		520,000		185,664		2,175,159
		2019		450,000		1,640,268		174,982		635,000		159,660		3,059,910

William R. Thomas		2021	$	747,115	$	7,333,472	$	0	$	0	$	521,704	$	8,602,291
Former Chief Executive		2020		1,038,462		4,430,737		511,899		1,550,000		360,510		7,891,608
Officer		2019		1,000,000		8,446,069		901,054		2,025,000		366,733		12,738,856

Lloyd W. Helms, Jr.		2021	$	729,615	$	3,863,914	$	451,976	$	1,065,800	$	304,084	$	6,415,389
President and Chief		2020		717,308		1,725,638		199,369		800,000		251,644		3,693,959
Operating Officer		2019		650,000		3,289,488		350,933		1,000,000		235,323		5,525,744

Timothy K. Driggers		2021	$	666,923	$	2,819,654	$	329,821	$	874,400	$	223,284	$	4,914,082
Executive Vice President		2020		668,269		1,259,268		145,486		520,000		223,543		2,816,566
and Chief Financial Officer		2019		615,000		2,400,473		256,087		700,000		179,450		4,151,010

Michael P. Donaldson		2021	$	666,923	$	2,610,786	$	305,386	$	874,400	$	245,996	$	4,703,491
Executive Vice President,		2020		665,385		1,165,987		134,707		520,000		211,501		2,697,580
General Counsel and		2019		600,000		2,222,654		237,114		685,000		230,232		3,975,000
Corporate Secretary

Jeffrey R. Leitzell		2021	$	419,154	$	1,357,562	$	158,796	$	558,500	$	222,638	$	2,716,650
Executive Vice President,
Exploration and Production

(a)

Amounts represent annual base salary received by the Named Officers. EOG’s employees are paid on a bi-weekly basis and generally receive twenty-six paychecks per calendar year. However, in 2020, EOG employees, including the Named Officers, received twenty-seven paychecks due to the final payroll being processed a day earlier due to the January 1, 2021 holiday.

(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 (e) to the “Grants of Plan-Based Awards Table for 2021” 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.

(c)	Amounts represent the grant date fair value of SAR awards based on the Hull-White II binomial option pricing model. For a discussion of the assumptions used, see footnote (e) to the “Grants of Plan-Based Awards Table for 2021” below.

(d)	Amounts represent cash bonuses paid under the Annual Bonus Plan. See “Executive Compensation Program for 2021 — Annual Bonus” above for further discussion regarding 2021 performance.

(e)	All Other Compensation for 2021 consists of:

•

Matching contributions under the Savings and Retirement Plan, our retirement contributions on behalf of each Named Officer to the Savings and Retirement Plan and our Make-Whole Contributions on behalf of each Named Officer to the Deferral Plan, as follows: Mr. Yacob, $153,673; Mr. Thomas, $293,562; Mr. Helms, $259,771; Mr. Driggers, $192,994; Mr. Donaldson, $204,733; and Mr. Leitzell, $92,005.

•

Perquisites and other personal benefits consisting of (1) cash perquisite allowances for each of the Named Officers; (2) charitable matching contributions made by EOG for each of the Named Officers, as follows: Mr. Yacob, $49,820; Mr. Thomas, $95,000; Mr. Helms, $24,000; Mr. Driggers, $20,150; and Mr. Donaldson, $37,320; (3) expenses for spouse travel for Messrs. Yacob, Thomas, Helms, Driggers and

Leitzell (including a “gross-up” for payment of taxes); (4) company contributions into the Named Officer’s health savings account or provided as taxable income to Named Officers age 65 or older due to IRS regulations; (5) parking allowance for Messrs. Yacob, Thomas, Helms, Driggers and Donaldson; (6) a wellness incentive for Messrs. Yacob, Helms and Driggers; (7) fair market value of gifts provided in recognition of his retirement of $70,103 for Mr. Thomas (plus a “gross-up” for payment of taxes of $28,316); (8) payment of $27,163 for earned, yet untaken vacation upon retirement for Mr. Thomas; (9) service award paid to Mr. Helms for 40 years of service to EOG; and (10) expenses for relocation of $91,124 for Mr. Leitzell in connection with his appointment as Executive Vice President, Exploration and Production in Houston, Texas (plus a “gross-up” for the payment of taxes of $33,062).

Grants of Plan-Based Awards Table for 2021

The following table summarizes certain information regarding grants made to each of the Named Officers during 2021 under the 2008 Stock Plan and the 2021 Stock Plan.



	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 (#)		All Other SAR Awards; Number of Securities Underlying SARs (#)(d)		Exercise or Base Price of SAR Awards ($/Sh)		Grant Date Fair Value of Stock and SAR Awards (4)(e)
Name	Approval Date (a)		Grant Date (a)		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of SAR Awards ($/Sh)		Grant Date Fair Value of Stock and SAR Awards (4)(e)
Ezra Y. Yacob		12/16/20		01/04/21								0		7,821		15,642							$	435,551
		12/16/20		01/04/21														3,259					$	162,494
		12/16/20		01/04/21																4,790	$	49.86	$	73,814
		09/21/21		09/27/21								0		45,855		91,710							$	4,430,052
		09/21/21		09/27/21														19,110					$	1,563,389
		09/21/21		09/27/21																38,214	$	81.81	$	953,821
					$	0	$	850,000		n/a

William R. Thomas		09/21/21		09/27/21								0		75,908		151,816							$	7,333,472
						n/a		n/a		n/a

Lloyd W. Helms, Jr.		09/21/21		09/27/21								0		29,564		59,128							$	2,856,178
		09/21/21		09/27/21														12,318					$	1,007,736
		09/21/21		09/27/21																18,108	$	81.81	$	451,976
					$	0	$	735,000		n/a

Timothy K. Driggers		09/21/21		09/27/21								0		21,574		43,148							$	2,084,264
		09/21/21		09/27/21														8,989					$	735,390
		09/21/21		09/27/21																13,214	$	81.81	$	329,821
					$	0	$	603,000		n/a

Michael P. Donaldson		09/21/21		09/27/21								0		19,976		39,952							$	1,929,881
		09/21/21		09/27/21														8,323					$	680,905
		09/21/21		09/27/21																12,235	$	81.81	$	305,386
					$	0	$	603,000		n/a

Jeffrey R. Leitzell		09/21/21		09/27/21								0		10,387		20,774							$	1,003,488
		09/21/21		09/27/21														4,328					$	354,074
		09/21/21		09/27/21																6,362	$	81.81	$	158,796
					$	0	$	385,200		n/a

(a)

Grant dates are set approximately one week from the date the grants are approved by the Compensation Committee to allow time for individual managers to allocate approved pools to employees. The Compensation Committee determines the grant amount for each Named Officer to be granted on the same future grant date as other employees.

(b)

Amounts represent the bonus target under the Annual Bonus Plan based on the Named Officer’s salary and bonus target percentage as of December 31, 2021. There is no maximum individual award under the Annual Bonus Plan. The award amounts paid to the Named Officers in respect of 2021 performance under the Annual Bonus Plan are set forth in the “Non-Equity Incentive Plan Comp” column of the “Summary Compensation Table” above. Mr. Thomas was not eligible to receive a bonus for 2021 performance since he was no longer an employee in March 2022 when bonuses were paid, consistent with EOG’s practice for all employees.

(c)	As set forth in the performance multiple scale in the grant agreement for the performance units granted January 4, 2021 to Mr. Yacob, a performance multiple of 0% to 200% will be applied based on EOG’s TSR (as defined in

the grant agreement) over the three-year performance period of the award relative to the TSR of each of our peer companies (as specified in the grant agreement) over the performance period, and such performance units “cliff” vest the February 28th immediately following the completion of the three-year performance period (January 2021 — December 2023). As set forth in the performance multiple scale in the “Executive Compensation Program for 2021 – Long-Term Incentives” section above, a performance multiple of 0% to 200% will be applied to the performance units granted September 27, 2021 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, and such performance units “cliff” vest the February 28th immediately following the completion of the three-year performance period (January 2022 — December 2024).

(d)	SARs vest in 33.3% increments on the one-year and two-year anniversaries of the grant date, and in an increment of 33.4% on the three-year anniversary of the grant date.

(e)

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 January 4, 2021: an expected volatility of 52.18% over a 2.99-year period preceding the valuation date and a risk-free interest rate of 0.16%. Based on the Monte Carlo simulation, using the above assumptions, the value of the performance units was $55.69 per unit. We used the following assumptions for the performance units awarded on September 27, 2021: an expected volatility of 53.86% over a 3.26-year period preceding the valuation date and a risk-free interest rate of 0.61%. Based on the Monte Carlo simulation, using the above assumptions, the value of the performance units was $96.61 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 awarded to Mr. Yacob on January 4, 2021 was $49.86 per share. The grant date fair value for restricted stock/RSUs awarded on September 27, 2021 was $81.81 per share/unit. The grant date fair value of each SAR grant is based on the Hull-White II binomial option pricing model. We used the following assumptions for the SARs awarded on January 4, 2021 to Mr. Yacob: a dividend yield of 3.41%, expected volatility of 46.94%, a risk-free interest rate of 0.24% and a weighted-average expected life of 5.2 years, and based on the Hull-White II binomial option pricing model, using such assumptions, the value of the SARs granted was $15.41 per share. We used the following assumptions for the SARs awarded on September 27, 2021: a dividend yield of 2.25%, expected volatility of 42.21%, a risk-free interest rate of 0.50% and a weighted-average expected life of 5.22 years, and based on the Hull-White II binomial option pricing model, using such assumptions, the value of the SARs granted was $24.96 per share. The actual value, if any, a recipient may realize will depend on the excess of our stock price over the exercise price on the date the SARs are exercised.

Material Terms of Plan-Based Awards

The vesting schedule of all performance units, restricted stock/RSUs and SARs awarded to the Named Officers is described in footnotes (c), (d) and (e) to the “Grants of Plan-Based Awards Table for 2021” above. In accordance with the 2008 Stock Plan and the 2021 Stock Plan, unvested performance units, restricted stock/RSUs and SARs shall vest or be forfeited upon termination of employment, based on the reasons for separation, as set forth in each grant agreement. See “Potential Payments Upon Termination of Employment or Change of Control” and “Potential Payments Upon Termination of Employment or Change of Control Table” below for a discussion of the termination provisions with respect to grants of performance units, restricted stock/RSUs and SARs made to our Named Officers.

No dividends or other distributions will be delivered on unvested performance units or restricted stock/ RSUs, but the value of any dividends or distributions declared on our Common Stock will be credited by us to the account of the Named Officer (with no interest) with respect to those unvested shares or units. When the performance units or restricted stock/RSUs vest, we will deliver the accumulated dividends or distributions attributable to such shares or units to the respective Named Officer in cash. The value of dividends and distributions are forfeited under the same circumstances that the performance units and restricted stock/RSUs are forfeited upon termination of employment, based on the reasons for separation, as set forth in each grant agreement. At no time during 2021 were any outstanding awards re-priced or otherwise modified. Further, there are no market-based conditions applicable to any of the awards described above, except in respect of the grants of performance units described above.

Outstanding Equity Awards at 2021 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, 2021 for each of the Named Officers.



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 ($)(b)
Ezra Y. Yacob		13,500		0		$	95.05		09/29/23		35,919	(g)	$	3,190,685		89,065	(m)	$	7,911,644
		15,870		0		$	96.29		09/25/24
		7,232		0		$	127.00		09/27/25
		5,959		3,070	(c)	$	75.09		09/26/26
		3,006		6,023	(d)	$	37.44		09/28/27
		0		4,790	(e)	$	49.86		01/04/28
		0		38,214	(f)	$	81.81		09/27/28

William R. Thomas		64,133		0		$	69.43		09/28/22		60,896	(h)	$	5,409,392		265,125	(n)	$	23,551,054
		64,133		0		$	95.05		03/30/23
		69,969		0		$	96.29		03/30/23
		45,815		0		$	127.00		03/30/23
		46,494		0		$	75.09		03/30/23
		46,494		0		$	37.44		03/30/23

Lloyd W. Helms, Jr.		9,625		0		$	69.43		09/28/22		35,574	(i)	$	3,160,038		100,503	(o)	$	8,927,681
		12,825		0		$	95.05		09/29/23
		13,950		0		$	96.29		09/25/24
		14,467		0		$	127.00		09/27/25
		8,951		6,157	(c)	$	75.09		09/26/26
		4,529		12,079	(d)	$	37.44		09/28/27
		0		18,108	(f)	$	81.81		09/27/28

Timothy K. Driggers		19,239		0		$	69.43		09/28/22		26,967	(j)	$	2,395,479		75,351	(p)	$	6,693,429
		19,239		0		$	95.05		09/29/23
		21,202		0		$	96.29		09/25/24
		13,019		0		$	127.00		09/27/25
		8,721		4,493	(c)	$	75.09		09/26/26
		4,400		8,814	(d)	$	37.44		09/28/27
		0		13,214	(f)	$	81.81		09/27/28

Michael P. Donaldson		17,194		0		$	95.05		09/29/23		24,969	(k)	$	2,217,996		69,770	(q)	$	6,197,669
		19,080		0		$	96.29		09/25/24
		12,056		0		$	127.00		09/27/25
		8,075		4,160	(c)	$	75.09		09/26/26
		4,074		8,161	(d)	$	37.44		09/28/27
		0		12,235	(f)	$	81.81		09/27/28

Jeffrey R. Leitzell		4,000		0		$	69.43		09/28/22		20,925	(l)	$	1,858,768		10,387	(r)	$	922,677
		4,000		0		$	95.05		09/29/23
		6,150		0		$	96.29		09/25/24
		8,190		0		$	127.00		09/27/25
		5,702		2,938	(c)	$	75.09		09/26/26
		2,877		5,763	(d)	$	37.44		09/28/27
		0		6,362	(f)	$	81.81		09/27/28

(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 $88.83 per share on December 31, 2021.

(b)

Unit amount shown for Mr. Yacob (1) represents the aggregate number of performance units granted on September 27, 2018, September 26, 2019, September 28, 2020, January 4, 2021 and September 27, 2021 and (2) for each of the 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 peer companies (as specified in the respective grant agreements) or, for the September 27, 2021 grant, the Performance Peer Group (as specified in the grant agreement) over the performance period. Unit amounts shown for Messrs. Thomas, Helms, Driggers and Donaldson (1) represent the aggregate number of performance units granted on September 27, 2018, September 26, 2019, September 28, 2020 and September 27, 2021 and (2) for each of the 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 peer companies (as specified in the respective grant agreements) or, for the September 27, 2021 grant, the Performance Peer Group (as specified in the grant agreement) over the performance period. As set forth in the performance multiple scale in the “Executive Compensation Program for 2021 — Long-Term Incentives” section above, if our TSR over the performance period is below or above the median of such group of peer companies (as specified in the respective grant agreements) or, for the September 27, 2021 grant, the Performance Peer Group (as specified in the respective grant agreement), a performance multiple of 0% to 200% will be applied to the performance units granted. See “Executive Compensation Program for 2021 — Long-Term Incentives” above and the “Grants of Plan-Based Awards Table for 2021” above for additional discussion. Subsequent to December 31, 2021 and effective February 8, 2022, the Compensation Committee certified a performance multiple of 50% as being applicable to the performance units granted on September 27, 2018 (which will “cliff” vest on February 28, 2022 for Messrs. Yacob, Helms, Driggers and Donaldson and on March 30, 2022 for Mr. Thomas) 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 “7”. Accordingly, performance units will be forfeited (effective February 8, 2022) for the Named Officers as follows: Mr. Yacob, 2,953 units; Mr. Thomas, 18,701 units; Mr. Helms, 5,906 units; Mr. Driggers, 5,315 units; and Mr. Donaldson, 4,921 units. Unit amount shown for Mr. Leitzell represents the number of performance units granted on September 27, 2021 and assumes (solely for purposes of this table) that we achieve a median TSR (as defined in the grant agreement) (i.e., a 100% performance multiple) over the applicable three-year performance period of the award relative to the TSR of the Performance Peer Group (as specified in the grant agreement) over the performance period.

(c)	The unexercisable SARs vest 100% on September 26, 2022.

(d)	The unexercisable SARs vest 50% on September 28, 2022 and 50% on September 28, 2023.

(e)	The unexercisable SARs vest in increments of 33.3% on January 4, 2022 and January 4, 2023 and an increment of 33.4% on January 4, 2024.

(f)	The unexercisable SARs vest in increments of 33.3% on September 27, 2022 and September 27, 2023 and an increment of 33.4% on September 27, 2024.

(g)	Assuming continued employment, the unvested restricted stock will vest as follows: 1,266 on February 21, 2022; 6,142 on September 26, 2022; 6,142 on September 28, 2023; 3,259 on January 4, 2024; and 19,110 on September 27, 2024.

(h)	Mr. Thomas retired effective September 30, 2021, therefore the unvested RSUs will vest on March 30, 2022 in accordance with the six-month delay applicable to specified employees under Section 409A of the Code.

(i)	Assuming continued employment, the unvested RSUs will vest as follows: 11,858 on September 26, 2022; 11,858 on September 28, 2023; and 11,858 on September 27, 2024.

(j)	Assuming continued employment, the unvested restricted stock/RSUs will vest as follows: 8,989 on September 26, 2022; 8,989 on September 28, 2023; and 8,989 on September 27, 2024.

(k)	Assuming continued employment, the unvested restricted stock/RSUs will vest as follows: 8,323 on September 26, 2022; 8,323 on September 28, 2023; and 8,323 on September 27, 2024.

(l)	Assuming continued employment, the unvested restricted stock will vest as follows: 3,223 on February 21, 2022; 1,518 on March 4, 2022; 5,928 on September 26, 2022; 5,928 on September 28, 2023; and 4,328 on September 27, 2024.

(m)

Assuming continued employment, the unvested performance units will vest as follows: 5,905 on February 28, 2022 (see footnote (b) above for the reduction in performance units subsequent to December 31, 2021); 14,742 on February 28, 2023 subject to the applicable performance multiple for the three-year performance period (January 2020 — December 2022); 22,563 on February 28, 2024 subject to the applicable performance multiple for the three-year performance period (January 2021 — December 2023); and 45,855 on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 — December 2024).

(n)

The unvested performance units will vest as follows: 37,401 on March 30, 2022 (see footnote (b) above for the reduction in performance units subsequent to December 31, 2021); 75,908 on February 28, 2023 subject to the applicable performance multiple for the three-year performance period (January 2020 — December 2022); 75,908 on February 28, 2024 subject to the applicable performance multiple for the three-year performance period (January 2021 – December 2023); and 75,908 on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 – December 2024).

(o)

Assuming continued employment, the unvested performance units will vest as follows: 11,811 on February 28, 2022 (see footnote (b) above for the reduction in performance units subsequent to December 31, 2021); 29,564 on February 28, 2023 subject to the applicable performance multiple for the three-year performance period (January 2020 — December 2022); 29,564 on February 28, 2024 subject to the applicable performance multiple for the three-year performance period (January 2021 — December 2023); and 29,564 on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 — December 2024).

(p)

Assuming continued employment, the unvested performance units will vest as follows: 10,629 on February 28, 2022 (see footnote (b) above for the reduction in performance units subsequent to December 31, 2021); 21,574 on February 28, 2023 subject to the applicable performance multiple for the three-year performance period (January 2020 — December 2022); 21,574 on February 28, 2024 subject to the applicable performance multiple for the three-year performance period (January 2021 — December 2023); and 21,574 on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 — December 2024).

(q)

Assuming continued employment, the unvested performance units will vest as follows: 9,842 on February 28, 2022 (see footnote (b) above for the reduction in performance units subsequent to December 31, 2021); 19,976 on February 28, 2023 subject to the applicable performance multiple for the three-year performance period (January 2020 — December 2022); 19,976 on February 28, 2024 subject to the applicable performance multiple for the three-year performance period (January 2021 — December 2023); and 19,976 on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 — December 2024).

(r)	Assuming continued employment, the unvested performance units will vest on February 28, 2025 subject to the applicable performance multiple for the three-year performance period (January 2022 — December 2024).

SAR Exercises and Restricted Stock/RSU and Performance Unit Vestings Table for 2021

The following table summarizes certain information regarding exercises of SARs and vestings of restricted stock/RSUs and performance units during 2021 for each of the Named Officers.



	SAR Awards				Restricted Stock/RSU Awards					Performance Unit Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Ezra Y. Yacob		13,500	$	344,115		11,431		$	916,299		0	$	0
William R. Thomas		0	$	0		43,160		$	3,550,040		74,963	$	5,546,774
Lloyd W. Helms, Jr.		7,700	$	231,590		11,185	(a)	$	920,255		14,969	$	1,107,813
Timothy K. Driggers		0	$	0		13,167		$	1,083,161		22,596	$	1,670,938
Michael P. Donaldson		8,597	$	220,599		11,939		$	982,063		20,262	$	1,497,706
Jeffrey R. Leitzell		0	$	0		5,320		$	422,406		0	$	0

(a)

Includes 460 units for Mr. Helms with an aggregate value (as of the vesting date) of $39,013, which were withheld by EOG in connection with the accelerated vesting in December 2021 of certain previously awarded RSU grants. Pursuant to the 2021 Stock Plan, the value of all then-outstanding unvested RSUs must be reported as income for Federal Insurance Contributions Act (“FICA”) purposes in the year in which an employee becomes retirement eligible (i.e., age 62 with at least 5 years of service with EOG). Once retirement eligible, RSUs granted in a given year must be reported as income in the year of grant for FICA purposes, which was applicable to Mr. Helms in 2021. Therefore, such units were withheld to satisfy the 2021 FICA and related federal tax-withholding obligation of Mr. Helms.

Pension Benefits

We currently have no defined benefit pension plans covering any of the Named Officers.

Nonqualified Deferred Compensation Table for 2021

The following table provides certain information regarding the deferral of compensation by our Named Officers 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.



Name	Executive Contributions in 2021 ($)(a)		Registrant Contributions in 2021 ($)(b)		Aggregate Earnings/ (Loss) in 2021 ($)(c)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at 2021 Year End($)(d)
Ezra Y. Yacob	$	150,000	$	107,584		92,243		$	0	$	878,983
William R. Thomas	$	0	$	244,185		(3,595	)	$	0	$	3,188,392
Lloyd W. Helms, Jr.	$	95,602	$	211,189		417,281		$	0	$	3,285,227
Timothy K. Driggers	$	65,000	$	145,981		545,323		$	0	$	3,489,750
Michael P. Donaldson	$	75,040	$	157,444		613,507		$	0	$	1,524,420
Jeffrey R. Leitzell	$	73,623	$	53,029		18,101		$	0	$	302,491

(a)	These amounts are reported in the “Salary” column (for 2021) of the “Summary Compensation Table” above. The amount invested in a phantom stock account for each of the Named Officers is: Mr. Yacob, $0; Mr. Thomas, $0; Mr. Helms, $0; Mr. Driggers, $0; Mr. Donaldson, $75,040; and Mr. Leitzell, $0.

(b)

These amounts are reported in the “All Other Compensation” column (for 2021) of the “Summary Compensation Table” above. The amount invested in a phantom stock account for each of the Named Officers is: Mr. Yacob, $0; Mr. Thomas, $0; Mr. Helms, $0; Mr. Driggers, $0; Mr. Donaldson, $157,444; and Mr. Leitzell, $0.

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

(d)

The amount of the aggregate balance as of December 31, 2021 that has been contributed by each of the Named Officers and shown as compensation in the “Summary Compensation Table” for previous years (prior to 2021) for each of the Named Officers is: Mr. Yacob, $100,000; Mr. Thomas, $0; Mr. Helms, $673,542; Mr. Driggers, $482,200; Mr. Donaldson, $318,100; and Mr. Leitzell, $0. The amount of the aggregate balance as of December 31, 2021 that has been contributed by EOG and shown as compensation in the “Summary Compensation Table” for previous years (prior to 2021) for each of the Named Officers is: Mr. Yacob, $153,358; Mr. Thomas, $1,399,650; Mr. Helms, $816,774; Mr. Driggers, $946,685; Mr. Donaldson, $595,202; and Mr. Leitzell, $0. The amount of the aggregate balance as of December 31, 2021 invested in a phantom stock account for each of the Named Officers is: Mr. Yacob, $25,433 (286 shares); Mr. Thomas, $0; Mr. Helms, $156

SEC Form DEF 14A filed by EOG Resources Inc.