EOG EOG Resources Inc

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 587,781,831 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, 2022, based on filings with the SEC as of February 28, 2023. We have prepared the table and the related notes below based on such filings with the SEC, and we have not sought to independently verify any of such information.

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS

Stock Ownership of the Board and Management

The following table sets forth certain information regarding the ownership of our Common Stock by (1) each director and director nominee of EOG, (2) each “Named Executive Officer” of EOG named in the “Summary Compensation Table” in the “Executive Compensation” section below and (3) all current directors and executive officers of EOG as a group, in each case as of February 28, 2023. 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 29, 2023 is the date 60 days from February 28, 2023, the date as of which ownership is reported in this table.

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS

Corporate Governance

Board of Directors

Director Succession

Lynn A. Dugle was appointed to the Board and each of our Board committees, effective as of March 1, 2023, and will stand for re-election as a director at the Annual Meeting. Mr. Day is retiring from the Board and will not stand for re-election as a director at the Annual Meeting; his current term will expire in conjunction with the Annual Meeting. Mr. Day’s decision to retire and not stand for re-election is not as a result of any disagreement with EOG.

Ms. Dugle has more than 30 years of executive leadership and senior management experience in the defense, intelligence and high-tech industries. Ms. Dugle served as the Chief Executive Officer of Engility Holdings, Inc. (“Engility”), a publicly traded engineering and technology consulting company, from 2016 until the sale of the company in 2019. Ms. Dugle also served as Chairman and President of Engility.

Prior to joining Engility in 2016, Ms. Dugle served more than a decade in senior management positions at Raytheon Company (“Raytheon”), a publicly traded company specializing in defense and other government markets worldwide, including Vice President, Engineering, Technology and Quality and President of Intelligence, Information and Services. Before joining Raytheon in 2004, Ms. Dugle held international and officer-level positions with ADC Telecommunications, Inc. Ms. Dugle began her career at Texas Instruments Incorporated, a global semiconductor design and manufacturing company, as a manufacturing engineer.

Ms. Dugle currently serves as a director of (i) Micron Technology, Inc. (a publicly traded developer of memory and storage solutions), where she serves as a member of the Audit Committee and as Chair of the Security Committee; (ii) KBR, Inc. (a publicly traded provider of science, technology and engineering solutions), where she serves as Chairman of the Nominating and Corporate Governance Committee and as a member of the Compensation and Cybersecurity Committees; and (iii) TE Connectivity Ltd. (a publicly traded provider of connectivity, communications and sensing products), where she serves as a member of the Audit Committee. The Board believes that Ms. Dugle’s experience and expertise will be a valuable asset to the Board and to EOG.

The Board currently has ten members and, upon Mr. Day’s retirement from the Board in conjunction with the Annual Meeting, will have nine members.

Board Composition and Refreshment

As is further discussed below, in evaluating the composition of our Board and Board committees, our Nominating, Governance and Sustainability Committee seeks to achieve a balance of knowledge, experience and tenure as well as diversity in professional experience, skills and background and diversity in gender and race/ethnicity.

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

With respect to director term limits, as is set forth in our Corporate Governance Guidelines, our Board believes that fixed term limits may result in EOG losing the valuable contributions and insights of our longer-tenured directors who have been able to develop, over time, in-depth knowledge of our business, operations, strategy and policies and, as a result, continue to make important contributions to our Board and Board committees. However, as is further discussed below, our Nominating, Governance and Sustainability Committee annually reviews and evaluates each director’s service on the Board and periodically reviews the composition of our Board and Board committees.

In addition, while EOG does not have a mandatory retirement age for directors, any director having reached 80 years of age shall discuss with the Chairman of the Board and the Nominating, 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.

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We believe our director nominees bring a wealth of relevant experience and skills to the Board, as is illustrated in the skills and experience matrix set forth under “Item 1. Election of Directors” below. In addition, we believe our director nominees reflect an appropriate balance between newer and longer-tenured directors, as well as diversity in gender and race/ethnicity, as illustrated in the following charts (which are as of May 24, 2023, the date of our Annual Meeting).

Board and Committee Evaluation Process

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

Director Independence

The Board has affirmatively determined that nine of our ten current directors, namely Mses. Clark, Dugle 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) any payments of dues or contributions to certain not-for-profit entities (such as trade associations) with which one of our directors or an immediate family member is affiliated and (3) any relationships (employment, contractual or otherwise) between EOG and immediate family members of directors.

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

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Director Skills and Experience Matrix; Director Diversity and Tenure Charts

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

Meetings

The Board held nine meetings during the year ended December 31, 2022.

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 2022 annual meeting of stockholders.

Executive Sessions of Non-Employee Directors

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

Our non-employee directors held nine executive sessions during the year ended December 31, 2022. Mses. Clark and Robertson and Messrs. Crisp, Daniels, Day, Gaut, Kerr and Textor attended each of the nine executive sessions.

Mr. Day was appointed by the non-employee directors as the presiding director for the executive sessions in 2022, and Mr. Crisp has been appointed by the non-employee directors as the presiding director for executive sessions in 2023. Since being appointed to our Board in 2002, Mr. Crisp has developed extensive insight into, and knowledge of, our business and operations and, as presiding director for 2023, we believe he will serve a valuable role in the overall leadership of the Board by providing additional oversight of our management.

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

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

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

Mr. Yacob has been our Chairman of the Board and CEO since October 2022 and has been with EOG for over 17 years. Prior to becoming our Chairman of the Board and CEO, Mr. Yacob had served as CEO of the company from October 2021 through September 2022, and as President of the company from January 2021 through September 2021. Prior to January 2021, Mr. Yacob served in various leadership positions at EOG, including leadership positions in our Houston, Texas headquarters office and leadership positions in our Fort Worth, Texas

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and Midland, Texas offices, where he was instrumental in EOG’s successful exploration, development and exploitation of various key resource plays.

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 28, 2023), which we believe demonstrates the effectiveness of our Board’s determinations from time to time of the appropriate leadership structure for EOG.

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

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 report to our Board on our safety and environmental performance, climate-related scenario analyses, sustainability disclosures, and feedback from key stakeholders on ESG and other issues, in addition to reviewing trends and other industry information.

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

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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 as well as our trade association and political activities.

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 identify, manage and mitigate risks.

Director Orientation and Continuing Education

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

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

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

Committees of the Board

The 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 (among other matters), in each case in consultation with the Board and each of the Board committees:

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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/ethnicity 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/ethnicity 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.

Upon Mr. Day’s retirement from the Board in conjunction with the Annual Meeting, our Board will have nine directors. 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/ethnicity and gender, the credentials and qualifications set forth in our Corporate Governance Guidelines and the other attributes and factors described above, in evaluating candidates for such directorship.

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

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

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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 2024 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, 2022. The Nominating, Governance and Sustainability Committee is currently comprised of Mses. Clark (Chairperson), Dugle and Robertson 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 Mr. Gaut, an independent director since October 2017 and the Chairman of our Audit Committee since February 2022, Ms. Clark, an independent director since January 2014 and the Chairperson of our Audit Committee from February 2015 until February 2022, Mr. Textor, an independent director since May 2001 and the Chairman of our Audit Committee from May 2001 until February 2015, and Mr. Kerr, an independent director since October 2020, 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. Gaut, Textor and Kerr 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 Ms. Clark, by further having served as Chairperson of our Audit Committee from February 2015 until February 2022 and Mr. Textor, by further having served as Chairman of our Audit Committee from May 2001 until February 2015.

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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 and our system of internal controls. In addition, the Audit Committee provides oversight of our guidelines and policies with respect to business conduct and ethics, risk assessment and risk management (including cybersecurity risks, as further discussed above under “Board’s Role in Risk Oversight”). Further 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 eight meetings during the year ended December 31, 2022 and is currently comprised of Messrs. Gaut (Chairman), Crisp, Daniels, Day, Kerr and Textor and Mses. Clark, Dugle and Robertson.

Compensation and Human Resources Committee

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 the oversight and review of the company’s human capital management matters and related strategies, programs, policies and procedures. Further, the Compensation and Human Resources Committee is 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, 2022 and is currently comprised of Mses. Robertson (Chairperson), Clark and Dugle and Messrs. Crisp, Daniels, Day, Gaut, Kerr and Textor.

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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, as needed.

2021 Sustainability Report

As evidence of our continuing commitment, EOG published our 2021 Sustainability Report in October 2022. Like our previous Sustainability Reports, our 2021 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.

Our 2021 Sustainability Report details our 2021 activities and accomplishments, progress toward near-term emissions targets, and areas where we are focused moving forward. The 2021 Sustainability Report also reflects our ongoing commitment to enhancing our ESG-related disclosures and transparency. Subjects featured highlight EOG’s decentralized structure and focus on fostering innovation.

Our 2021 Sustainability Report and our 2021 EEO-1 report are each available in the “Sustainability” section of our corporate website. Our 2022 Sustainability Report (to be published in the second half of 2023) will contain updated narrative and quantitative disclosures regarding our ESG-related activities. In addition, our 2022 EEO-1 report, to be filed later this year, will be made available on our corporate website.

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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%. And in 2022, the Compensation and Human Resources Committee 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. In addition, the Compensation and Human Resources Committee again increased the weighting of the ESG-related goal for 2022 — from 7.5% to 10%.

To evaluate our 2023 performance, the Compensation and Human Resources Committee has established a separately weighted ESG-related goal encompassing our total recordable incident rate, oil spill and oil recovery rates, GHG, methane and flaring emissions intensity rates and wellhead gas capture rate, in each case for 2023. In addition, the Compensation and Human Resources Committee again increased the weighting of the ESG-related goal for 2023 — from 10% to 15%.

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).

Mr. Yacob was appointed Chairman of the Board effective October 4, 2022.

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 2022 compensation programs, actions and outcomes relative to our 2022 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 create a sustainable competitive advantage for EOG. In addition, our focus on “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, playing a significant role in the long-term future of energy. Our key strategic priorities include:

COMPENSATION DISCUSSION AND ANALYSIS

In 2022, we delivered on our strategy to create sustainable value for stockholders with outstanding operational performance and financial results. The following are key highlights of our achievements in 2022:

The Compensation Committee viewed EOG’s 2022 performance as exceptional. Overall, operational and financial results exceeded 2022 objectives and we delivered 2022 total stockholder return (“TSR”) of 57%.

2022 and 2023 Executive Compensation Decisions and Program Enhancements

Our Compensation Committee took the following key actions in 2022 and in 2023 (to-date) to recognize EOG’s results, strengthen the linkage between NEO compensation and organizational performance, and enhance NEOs’ alignment with stockholders’ interests. These actions are discussed in more detail below:

COMPENSATION DISCUSSION AND ANALYSIS

Summary of Pay and Performance Alignment

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

The following charts illustrate that the largest portion of target compensation for our NEOs as of December 31, 2022 is in long-term equity compensation, consistent with our belief that our executive compensation program should be heavily influenced by our absolute stock price performance to further align the interests of our NEOs with those of our stockholders. In the case of performance units, the largest single component of our program, compensation is further influenced by relative stock price performance compared to our peers and the broader market and, new for our 2022 performance unit awards, our ROCE* performance.

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

Stockholder Engagement and 2022 Say-on-Pay Vote

The Compensation Committee values the feedback of our stockholders. While we believe that the 2022 say-on-pay vote result of approximately 92% approval reflects strong stockholder support for our compensation programs, we regularly seek opportunities to engage with our stockholders and solicit their feedback on our incentive program design and overall executive compensation structure. During the course of our stockholder conversations in 2022, our stockholders expressed overall support for our compensation programs and pay-for-performance design.

COMPENSATION DISCUSSION AND ANALYSIS

Key Compensation Program Features

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

Compensation Process

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

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee’s Decision-Making Process

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

Role of Chief Executive Officer and Other Officers

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

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

Role of Independent Consultants

For 2022, 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:

COMPENSATION DISCUSSION AND ANALYSIS

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

In addition, in 2022, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (whom the Compensation Committee determined to be independent) to review our long-term incentive program and provide related recommendations.

Compensation Assessment Tools

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

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

In February 2022, the Compensation Committee conducted its annual review of the peer group with the assistance of Meridian. No changes were made to the core benchmarking peer group for 2022. The Compensation Committee considered the following peer group of eight companies to evaluate 2022 compensation decisions:

As indicated above, as of September 2022, EOG was at or above the 75th percentile of this peer group in terms of enterprise value, market capitalization and total assets.

In September 2022, Meridian provided the Compensation Committee with a Top Officer Benchmarking Study based on Meridian’s 2022 North America Oil and Gas Exploration & Production Compensation Survey. The report provided information on the amounts, opportunities and forms of compensation used across our peer group. As a secondary reference, the Compensation Committee also reviewed data from a broader group of oil and gas exploration and production companies of varying sizes in addition to general industry compensation survey data.

Executive Compensation Program for 2022

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

Base Salary

The following table presents the base salaries for each of our NEOs as of December 31, 2021 and 2022, respectively. In 2022, the Compensation Committee took the following actions in regards to base salaries:

Annual Bonus

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

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

The Compensation Committee established the following goals and weightings to evaluate our 2022 performance, including quantitative goals related to financial and strategic performance weighted 62.5% in total. These quantitative financial and strategic performance goals represented the heaviest-weighted goals for our 2022 performance and included five (5) goals related to returns, free cash flow*, stock price-related performance and ESG-related performance.

Ten (10) goals with respect to our operational and organizational execution, weighted 37.5% in total, encompassed our other goals, including goals with respect to finding costs, capital efficiency, furthering our returns-focused drilling strategy, achieving certain operational and unit cost targets, maintaining peer leadership in our crude oil price realizations, well inventory and acreage additions, effective risk management and supporting EOG’s unique culture.

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

In determining the overall result for the goals with respect to our operational and organizational execution, the Compensation Committee evaluated the results for each of the 10 goals individually as well as collectively, with a focus on performance that supports our returns-focused strategy. The Compensation Committee then made an assessment of our overall performance in respect of such goals, utilizing the same range of 0% to 200% of target (with collective performance exceeding the targets encompassed in such goals to be scored above 100% and below-target collective performance to be scored below 100%).

COMPENSATION DISCUSSION AND ANALYSIS

Consistent with its determination of bonuses in prior years, the Compensation Committee applied the results above to the NEOs’ 2022 bonus target percentages. As noted below, the Compensation Committee increased the bonus target percentage for Mr. Yacob to 140% of base salary upon his appointment as Chairman of the Board (effective October 4, 2022); the Compensation Committee did not make changes to any of the other bonus target percentages from 2021.

The performance factors reflect each NEO’s contribution to the company’s achievement of 2022 performance goals and the officer’s achievement of his individual performance goals. Based on the results of the Compensation Committee’s assessment set forth above, the Compensation Committee awarded a bonus, paid entirely in cash, to each of the NEOs for 2022 performance as follows:

Long-Term Incentives

The long-term incentive component of our executive compensation program comprises a substantial majority of our NEOs’ compensation, tying a significant portion of NEOs’ compensation to our stock price performance, both on an absolute and relative basis. The long-term incentive awards are granted under the terms of the 2021 Stock Plan. In 2022, our NEOs’ long-term incentives consisted of two vehicles:

The Compensation Committee did not grant SARs to our NEOs in 2022 in favor of granting performance units and restricted stock/RSUs to align NEO compensation with EOG’s focus on disciplined growth and free cash flow* and dividend priorities.

COMPENSATION DISCUSSION AND ANALYSIS

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

In September 2022, based on the competitive talent market, a review of the updated market data, and in recognition of the NEOs’ leadership in EOG’s performance, the Compensation Committee approved increases in the target long-term incentive award opportunities for our NEOs. The 2022 long-term incentive awards for NEOs, other than Mr. Yacob, were approximately 16% higher, on average, than 2021 target grant values. In recognition of his continued growth in the role of Chief Executive Officer, and his appointment as Chairman of the Board effective as of October 4, 2022, the Compensation Committee approved a more significant increase for Mr. Yacob’s September 2022 annual award.

Awards provided to our NEOs in September 2022 are summarized in the table below.

COMPENSATION DISCUSSION AND ANALYSIS

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

Return on Capital Employed (Modifier to Performance Multiple)

In 2022, the Compensation Committee approved the introduction of an absolute ROCE* modifier for the 2022 performance unit awards. The absolute modifier diversifies the metrics for performance award vesting and aligns with our long-term commitment to deliver industry-leading returns, at a level above our cost of capital. The ROCE* modifier can adjust the relative TSR payout by a factor of minus 70% (-70%) to plus 70% (+70%) based on EOG’s average ROCE* over the three-year performance period. In no event will the performance multiple, after applying the absolute ROCE* modifier, exceed 200%. The goal ranges for the modifier are outlined below, with interpolation used between 15% and 25% ROCE* and between 0% and 10% ROCE*, as further specified in the grant agreement.

Negative TSR Cap (Modifier to Final Performance Multiple)

Also effective for the 2022 performance unit awards, the overall performance award payout (after considering both relative TSR performance and the impact of the ROCE* modifier) is capped at target (100%) if EOG’s absolute TSR is negative over the three-year performance period.

Summary of 2022 Performance Award Design

2019 Performance Unit Award Payout

Effective February 6, 2023, the Compensation Committee certified a performance multiple of 50% for the performance units granted in September 2019 (which “cliff” vested on February 28, 2023) based on (1) our TSR over the applicable three-year performance period relative to the TSR of each of the applicable peer companies and (2) our resulting “TSR Rank” (as defined in the grant agreements) of “7”.

COMPENSATION DISCUSSION AND ANALYSIS

Other Compensation Programs and Policies

Post-Termination Compensation and Benefits

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

Other Compensation and Benefits

Savings and Retirement Plan. For fiscal year 2022, 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 2022, the contribution percentage for each of the NEOs was 9%. We have no supplemental retirement benefits for our executive officers, other than the Make-Whole Contributions described under “Deferral Plan” below.

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

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

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

Perquisite Allowances. In 2022, the NEOs each received an annual perquisite allowance of $2,600. The perquisite allowance is not “grossed up” to account for income taxes. We provide a perquisite allowance rather than pay for perquisites on an individual basis to lessen the administrative burden of documentation for individual items. NEOs do not have to submit reimbursement requests for the enumerated items and are able to select among various perquisites as they believe appropriate.

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

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

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

COMPENSATION DISCUSSION AND ANALYSIS

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

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

COMPENSATION DISCUSSION AND ANALYSIS

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 intend to adopt a compliant clawback policy upon finalization of the NYSE’s proposed clawback rule listing standards.

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.