EOG » Topics » Compensation Committee

This excerpt taken from the EOG DEF 14A filed Mar 25, 2009.
Compensation Committee
 
Compensation for our executive officers is administered by the Compensation Committee of the Board (“Committee”). The Committee is an independent committee of the Board currently composed of our six non-employee directors. All of these individuals meet the independence requirements of the NYSE and our bylaws, qualify as “Non-Employee Directors” under Rule 16b-3 under the Exchange Act and qualify as “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986 (as amended, “Code”). The Committee is responsible for reviewing and establishing the compensation, including annual base salary, bonus and long-term incentive compensation, of our CEO and all of our other executive officers and the annual bonus pool and annual long-term incentive compensation pool for all of our employees.
 
The Committee has the sole authority, at its discretion and at our expense, to retain compensation consultants and any legal, accounting or other advisors it deems appropriate. It had been the Committee’s practice not to use a compensation consultant and none was used in reviewing and determining our executive compensation for 2008, except that our Human Resources Department has used Equilar, Inc. (“Equilar”) for the purpose of compiling peer group compensation data obtained from publicly available information. As discussed in further detail below, the Committee reviews and discusses this data prior to making compensation decisions to ensure that EOG’s compensation program remains competitive in the oil and gas industry. The Committee has approved the retention of Equilar for 2009.
 
In this Compensation Discussion and Analysis section, “Named Officers” means the individuals who served as our principal executive officer or principal financial officer during 2008, as well as the other individuals included in the “Summary Compensation Table” below.
 
This excerpt taken from the EOG DEF 14A filed Apr 4, 2008.
Compensation Committee
 
Compensation for our executive officers is administered by the Compensation Committee of the Board (“Committee”). The Committee is an independent committee of the Board currently composed of our six non-employee directors. All of these individuals meet the independence requirements of the NYSE and our bylaws, qualify as “Non-Employee Directors” under Rule 16b-3 of the Exchange Act and qualify as “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”). The Committee is responsible for reviewing and establishing the compensation, including salary, bonus and long-term incentive compensation, of our Chief Executive Officer (“CEO”) and all of our other executive officers and the annual bonus pool and annual long-term incentive compensation pool for all of our employees.
 
The Committee has the sole authority to retain compensation consultants and any legal, accounting or other advisors it deems appropriate. It has been the Committee’s practice not to use a compensation consultant and none was used in reviewing and determining our executive compensation for 2007. As discussed in further detail below, the Committee reviews data regarding the compensation programs of EOG’s peer companies to ensure that EOG’s compensation program remains competitive in the oil and gas industry. Also as discussed in further detail below, the peer group data is compiled by our Human Resources Department from publicly available information, and the Committee reviews and discusses this data prior to making compensation decisions.
 
In this Compensation Discussion and Analysis section, “Named Officers” means the individuals who served as our principal executive officer or principal financial officer during 2007, as well as the other individuals included in the “Summary Compensation Table” below.
 
This excerpt taken from the EOG DEF 14A filed Mar 29, 2007.

Compensation Committee

     The Compensation Committee, which is composed exclusively of independent directors, is responsible for the administration of our stock plans and approval of compensation arrangements for our directors and executive officers. The Compensation Committee met five times during the year ended December 31, 2006, and is currently composed of Messrs. Alcorn (Chairman), Crisp, Stevens, Steward, Textor and Wisner.

     Procedures and Processes for Determining Executive and Director Compensation

     Please refer to “Compensation Discussion and Analysis, Compensation Committee,” on page 7 of this Proxy Statement for a discussion of the Compensation Committee’s procedures and processes for making compensation determinations.

     Compensation Committee Interlocks and Insider Participation

     None.

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