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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 Committees 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 EOGs
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 Committees 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 EOGs peer companies to ensure
that EOGs 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 Committees procedures and processes for making compensation determinations. Compensation Committee Interlocks and Insider Participation None. 5 | EXCERPTS ON THIS PAGE:
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