Form 4: EOG Resources EVP & COO Jeffrey R. Leitzell Reports Acquisition of 12,983 Shares Due to Performance Unit Vesting

EOG Resources' Executive Vice President and COO, Jeffrey R. Leitzell, reports the acquisition of 12,983 shares of common stock following the vesting of performance-based restricted stock units.

Summary

• Jeffrey R. Leitzell, EVP & COO of EOG Resources, reported a transaction on February 6, 2025, related to performance-based restricted stock units.
• Leitzell acquired 12,983 shares of EOG Resources common stock as a result of the vesting of these units.
• The performance units were part of a 2021 award, where the number of units earned depended on EOG Resources' total shareholder return (TSR) relative to its peer group over a three-year period (January 2022 December 2024).
• The Issuer's TSR rank and performance multiple (as certified by the Issuer's Compensation and Human Resources Committee on Feb. 6, 2025) was 4 and 125%, respectively.
• The Compensation and Human Resources Committee certified that EOG Resources' TSR ranked 4th among its peers, resulting in a 125% performance multiple.
• As a result, 2,596 Performance Units have been added to the 2021 Award and 12,983 aggregate Performance Units will 'cliff' vest on Feb. 28, 2025.
• These shares will be distributed to Leitzell following the vesting date of February 28, 2025.
• Following the transaction, Leitzell beneficially owns 55,690.462 shares of EOG Resources common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The vesting of performance units indicates that the company met certain performance targets, which is generally a positive sign. However, it's a routine filing related to executive compensation.

Positives

• The vesting of performance-based restricted stock units suggests that EOG Resources achieved a certain level of performance relative to its peers, as determined by its TSR ranking.
• The fact that the TSR ranked 4th and resulted in a 125% performance multiple indicates a positive outcome for shareholder returns during the performance period.
• The increase in Leitzell's holdings to 55,690.462 shares demonstrates his continued investment in the company's success.

Future Outlook

The shares of EOG Resources' common stock represented by the Performance Units will be distributed to Jeffrey R. Leitzell following the vesting date of February 28, 2025.

Industry Context

This filing is typical for executive compensation related to performance metrics in the oil and gas industry, where TSR is a common measure for aligning executive incentives with shareholder value.

Comparison to Industry Standards

• Companies like ExxonMobil (XOM), Chevron (CVX), and ConocoPhillips (COP) also utilize TSR as a key performance indicator for executive compensation.
• The specific TSR ranking and performance multiple achieved by EOG Resources would need to be compared against these peers to assess relative performance.
• Executive compensation packages in the oil and gas industry often include a mix of base salary, stock options, restricted stock units, and performance-based bonuses.

Stakeholder Impact

• The vesting of performance-based restricted stock units aligns executive compensation with shareholder value, potentially benefiting shareholders.
• The transaction has no immediate impact on employees, customers, suppliers, or creditors.

Next Steps

• Distribution of the shares to Jeffrey R. Leitzell following the vesting date of February 28, 2025.

Key Dates

Keywords

EOG Resources, Jeffrey R. Leitzell, Performance Units, TSR, Stock Options, Beneficial Ownership, Form 4, Executive Compensation