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This excerpt taken from the EOG DEF 14A filed Mar 25, 2009. Compensation
Committee Process
Each component of EOG’s compensation program is reviewed by
the Committee on an annual basis. Based on its analysis of the
peer group compensation data, the Committee determines the
compensation of our CEO during an executive session of the
Committee, at which our CEO is not present. Our CEO, who also
reviews the peer group compensation data, makes recommendations
to the Committee regarding the compensation of the other Named
Officers, which the Committee may, at its discretion, discuss in
executive session. The final determination as to the
compensation of the other Named Officers, however, is made
solely by the Committee. During each year, the Committee
periodically reviews our compensation program and determines
whether it continues to promote the compensation goals of EOG,
which goals include remaining competitive in our industry so
that we are able to retain and provide appropriate incentives to
our executive officers. The Committee did not make any material
changes to the components of our compensation program for 2008
and does not anticipate the need for any such changes for 2009.
See “Components of Our Compensation Program” below.
The Committee typically holds at least one meeting each quarter.
At its first quarter meeting, the Committee reviews and
discusses our performance report regarding certain
pre-determined financial and operational goals with respect to
the prior year, evaluates achievement of pre-determined
individual performance goals set for our CEO and the other Named
Officers, certifies the achievement of the performance goal
under our Executive Officer Annual Bonus Plan described below,
establishes the aggregate annual bonus pool for all employees
and sets performance goals to be considered in determining Named
Officer bonuses for the next year. The aggregate annual bonus
pool consists of cash and restricted stock/restricted stock
units, out of which all employee bonuses for the prior year are
paid. The bonuses awarded to EOG’s executive officers,
including our CEO and the other Named Officers, are paid from
this pool as well. Once the aggregate annual bonus pool is
determined, the Committee meets with our CEO to evaluate and
review the bonus awards with respect to the other executive
officers, including the other Named Officers, as recommended by
our CEO. The Committee then commences an executive session, at
which our CEO is not present, to determine the bonus award to
our CEO.
Table of Contents
At its second quarter meeting, the Committee approves a list of
peer group companies selected for executive officer and director
compensation purposes and reviews and recommends any changes to
non-employee director compensation. At its third quarter
meeting, the Committee reviews the peer group compensation data
and approves annual base salary increases and annual stock
option/stock appreciation right (“SAR”)
and/or
restricted stock/restricted stock unit grants for all executive
officers, including our CEO and the other Named Officers, and
the annual stock option/SAR and restricted stock/restricted
stock unit grant pool for all of our other employees. At its
fourth quarter meeting, the Committee typically addresses
administrative matters unrelated to executive compensation and
reviews our stock ownership guidelines for our executive
officers.
In addition, throughout the year, as necessary, the Committee
reviews and approves amendments to our stock plans and benefit
plans; reviews and approves employment, change of control and
severance agreements; reviews and revises stock grant vesting
and termination provisions; reviews and revises the amount
available for grant under our CEO’s discretionary pool of
stock options/SARs and discretionary pool of restricted
stock/restricted stock units; and takes any other action it
deems necessary or appropriate.
This excerpt taken from the EOG DEF 14A filed Apr 4, 2008. Compensation
Committee Process
Each component of EOG’s compensation program is reviewed by
the Committee on an annual basis. Based on its analysis of the
peer group compensation data, the Committee determines the
compensation of our CEO during an executive session of the
Committee, at which our CEO is not present. Our CEO, who also
reviews the peer group data, makes recommendations to the
Committee regarding the compensation of the other Named
Officers, which the Committee may, at its discretion, discuss in
executive session. However, the final determination as to the
compensation of the other Named Officers is made solely by the
Committee. During each fiscal year, the Committee periodically
reviews our compensation program and determines whether it
continues to promote the compensation
goals of EOG, which goals include remaining competitive in our
industry so that we are able to retain and incentivize our
executive officers. The Committee did not make any material
changes to the components of our compensation program for fiscal
year 2007 and does not anticipate the need for any such changes
for fiscal year 2008.
The Committee typically holds at least one meeting each fiscal
quarter. At its meeting held in the first quarter, the Committee
reviews and discusses our performance report regarding certain
pre-determined, company-wide financial and operational goals
with respect to the prior year, evaluates achievement of the
individual performance goals set for our CEO and the other Named
Officers, approves the aggregate annual bonus pool for all
employees and sets performance goals to be considered in
determining Named Officer bonuses for the next year. The annual
bonus payout approved by the Committee is an overall bonus pool,
consisting of cash and restricted stock/restricted stock units,
out of which all employee bonuses for the prior fiscal year are
paid. The bonuses awarded to EOG’s executive officers,
including our CEO and the other Named Officers, are paid from
this pool as well. Once the overall bonus pool is determined,
the Committee meets with our CEO to evaluate and review the
bonus payouts with respect to the other executive officers,
including the other Named Officers, as recommended by our CEO.
The Committee then commences an executive session, at which our
CEO is not present, to determine the bonus payout to our CEO.
At its meeting held in the second quarter, the Committee reviews
and recommends any changes to non-employee director
compensation. At its third quarter meeting, the Committee
reviews the peer group compensation data compiled by our Human
Resources Department and reviews and approves salary increases
and annual stock option/stock appreciation right
(“SAR”)
and/or
restricted stock/restricted stock unit grants for all executive
officers, including our CEO and the other Named Officers, and
the annual stock option/SAR and restricted stock/restricted
stock unit grant pool for all of our other employees. The fourth
quarter meeting typically addresses administrative matters
unrelated to executive compensation.
In addition, throughout the year, as necessary, the Committee
reviews and approves amendments to our stock plans and benefit
plans; reviews and approves employment, change of control and
severance agreements; reviews and revises stock grant vesting
and termination provisions; reviews and revises the amount
available for grant under our CEO’s discretionary pool of
stock options/SARs and discretionary pool of restricted
stock/restricted stock units; and takes any other action it
deems necessary or appropriate.
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