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This excerpt taken from the EOG DEF 14A filed Mar 25, 2009. DIRECTOR
COMPENSATION
The Compensation Committee is also responsible for determining
the compensation of our non-employee directors. In May 2008, the
Compensation Committee reviewed EOG’s non-employee director
compensation program against the programs of our peer group
companies, specifically Anadarko Petroleum Corporation, Apache
Corporation, Chesapeake Energy Corporation, Devon Energy
Corporation, EnCana Corporation, Noble Energy, Inc., Pioneer
Natural Resources Company and XTO Energy Inc. The review
determined that EOG’s non-employee director compensation
program was not competitive with the programs of EOG’s peer
companies with respect to cash compensation. The review also
determined that, of the companies in EOG’s peer group that
awarded equity compensation to its non-employee directors, EOG
was the only company that did not award restricted stock to its
non-employee directors. Moreover, the review determined that
EOG’s total non-employee director compensation ranked
slightly above the 90th percentile of the peer group, due
to the equity component of the non-employee director
compensation program, but should be targeted at the
75th percentile.
Based on the results of the review, the Compensation Committee
approved an increase in the annual cash retainer for each
non-employee director from $85,000 to $140,000, effective for
the third quarter 2008 payment, and granted 1,000 shares of
restricted stock and 3,000 SARs to each non-employee director
(as compared to an annual equity grant consisting of 14,000
stock options in prior years), resulting in a total program
value approximating the 75th percentile of the peer group.
The terms of the restricted stock and SARs granted to our
non-employee directors are described in footnotes (b) and (c) to
the “Director Compensation Table” below. In accordance
with the terms of each non-employee director’s restricted
stock grant agreements, non-employee directors are required to
hold vested shares of our Common Stock (other than a limited
number of vested shares that may be sold to cover tax
obligations) until the non-employee director no longer serves on
the Board. There are no per-meeting or chairmanship fees paid to
any director.
Table of Contents
This excerpt taken from the EOG DEF 14A filed Apr 4, 2008. DIRECTOR
COMPENSATION
Our directors receive a quarterly retainer of $21,250. There are
no per-meeting or chairmanship fees paid to any director. The
terms and number of stock options granted to our directors are
described in footnote (b) to the “Director
Compensation Table” below. Directors can participate in our
Matching Gifts Program to the same extent as employees.
This excerpt taken from the EOG DEF 14A filed Mar 30, 2006. Director Compensation Each director who was not an employee of the Company or its affiliates (“nonemployee director”) received annual fees of $75,000 for serving as a director. Total director fees earned in 2005 were $450,000. Nonemployee directors can defer fees to a later specified date by participating in the 1996 Deferral Plan. Under the 1996 Deferral Plan, deferrals are invested into either a Flexible Deferral Account in which deferrals are treated as if they had been invested into various investment funds or into a Phantom Stock Account in which deferrals are treated as if they had purchased Company Common Stock including reinvestment of dividends. In 2005, five of the nonemployee directors participated in the 1996 Deferral Plan. Nonemployee directors also participate in the Amended and Restated EOG Resources, Inc. 1993 Nonemployee Directors Stock Option Plan (the “Directors Stock Option Plan”), which was approved by Company shareholders at the 2002 annual meeting. Under the terms of the Directors Stock Option Plan, each nonemployee director receives on the date of each annual meeting options to purchase 14,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on the date of grant. In addition, each nonemployee director who is elected or appointed to the Board of Directors for the first time after an annual meeting is granted on the date of such election or appointment, options to purchase 14,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on the date of grant. Options granted under the Directors Stock Option Plan vest 50% after one year and 100% after two years of service as a director following the date of grant. All options expire ten years from the date of grant. During 2005, Messrs. Alcorn, Crisp, Stevens, Steward, Textor and Wisner were each granted 14,000 options at an exercise price of $48.52 per share. 12 This excerpt taken from the EOG DEF 14A filed Mar 30, 2005. Director Compensation Each director who was not an employee of the Company or its affiliates (“nonemployee director”) received director fees of $15,000 for each of the first two quarters in 2004, based on an annual fee of $60,000, other than Mr. Stevens and Mr. Steward who were elected to the Board of Directors in July 2004. In the third quarter of 2004, the annual fee was increased to $75,000, and each nonemployee director received director fees of $18,750 for each of the last two quarters of 2004 other than Edward Randall, III, who retired in May 2004. Total director fees earned in 2004 were $375,000.
Nonemployee directors can defer fees to a later specified date by participating in the 1996 Deferral Plan. Under the 1996 Deferral Plan, deferrals are invested into either a Flexible Deferral Account in which deferrals are treated as if they had been invested into various investment funds or into a Phantom Stock Account in which deferrals are treated as if they had purchased Company Common Stock including reinvestment of dividends. In 2004 six of the nonemployee directors, including Mr. Randall prior to his retirement, participated in the 1996 Deferral Plan.
Nonemployee directors also participate in the Amended and Restated EOG Resources, Inc. 1993 Nonemployee Directors Stock Option Plan (the “Directors Stock Option Plan”), which was approved by Company shareholders at the 2002 annual meeting. Under the terms of the Directors Stock Option Plan, each nonemployee director receives on the date of each annual meeting options to purchase 7,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on the date of grant. In addition, each nonemployee director who is elected or appointed to the Board of Directors for the first time after an annual meeting is granted on the date of such election or appointment, options to purchase 7,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on the date of grant. Options granted under the Directors Stock Option Plan vest 50% after one y
ear and 100% after two years of service as a director following the date of grant. All options expire ten years from the date of grant. During 2004, Messrs. Alcorn, Crisp, Textor and Wisner were each granted 7,000 options (14,000 post-split) at an exercise price of $54.02 per share ($27.01 post-split) and Messrs. Stevens and Steward were each granted 7,000 options (14,000 post-split) at an exercise price of $60.81 per share ($30.405 post-split).
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