XML 34 R15.htm IDEA: XBRL DOCUMENT v3.25.0.1
Employee Benefit Plans
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Employee Benefit Plans Employee Benefit Plans
Stock-Based Compensation

During 2024, EOG maintained various stock-based compensation plans as discussed below.  EOG recognizes compensation expense on grants of stock options, SARs, restricted stock, restricted stock units and restricted stock units with performance-based conditions (together with the performance units granted under the 2008 Plan (as defined below), Performance Units) and grants made under the EOG Resources, Inc. Employee Stock Purchase Plan (ESPP).  Stock-based compensation expense is calculated based upon the grant date estimated fair value of the awards, net of forfeitures, based upon EOG's historical employee turnover rate.  Compensation expense is amortized over the shorter of the vesting period or the period from the grant date to the date the employee becomes eligible for retirement without requiring company approval, with a minimum amortization period of one year.

Stock-based compensation expense is included on the Consolidated Statements of Income and Comprehensive Income based upon the job functions of the employees receiving the grants.  Compensation expense related to EOG's stock-based compensation plans for the years ended December 31, 2024, 2023 and 2022 was as follows (in millions):
 202420232022
Lease and Well$68 $54 $40 
Gathering, Processing and Transportation Costs6 4 4 
Exploration Costs27 24 15 
General and Administrative98 95 74 
Total$199 $177 $133 

The Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) provided for grants of stock options, SARs, restricted stock and restricted stock units, Performance Units, and other stock-based awards. 

EOG's stockholders approved the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Plan) at the 2021 Annual Meeting of Stockholders. Therefore, no further grants were made from the 2008 Plan from and after the April 29, 2021 effective date of the 2021 Plan. The 2021 Plan provides for grants of stock options, SARs, restricted stock and restricted stock units, Performance Units and other stock-based awards, up to an aggregate maximum of 20 million shares of common stock, plus any shares that were subject to outstanding awards under the 2008 Plan as of April 29, 2021, that are subsequently canceled or forfeited, expire or are otherwise not issued or are settled in cash. Under the 2021 Plan, grants may be made to employees and non-employee members of EOG's Board.

The vesting schedules for grants of stock options, SARs, restricted stock and restricted stock units, and Performance Units are generally as follows:
Grant TypeVesting Schedule
Stock Options/SARsVesting in increments of one-third on each of the first three anniversaries, respectively, of the date of grant
Restricted Stock/Restricted Stock Units
"Cliff" vesting three years from the date of grant
Performance Units
"Cliff" vesting on the February 28th following the three-year performance period and the Compensation and Human Resources Committee's certification of the applicable performance multiple
At December 31, 2024, approximately 13 million common shares remained available for grant under the 2021 Plan.  EOG's policy is to issue shares related to the 2021 Plan from previously authorized unissued shares or treasury shares to the extent treasury shares are available.

During 2024, 2023 and 2022, EOG issued shares in connection with stock option/SAR exercises, restricted stock grants, restricted stock unit and Performance Unit releases and ESPP purchases.  Excess net tax benefits / (deficiencies) recognized within the income tax provision were $19 million, $32 million and $22 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Stock Options and Stock-Settled Stock Appreciation Rights and Employee Stock Purchase Plan.  Participants in EOG's stock-based compensation plans (including the 2008 Plan and 2021 Plan) have been or may be granted options to purchase shares of Common Stock.  In addition, participants in EOG's stock-based compensation plans (including the 2008 Plan and 2021 Plan) have been or may be granted SARs, representing the right to receive shares of Common Stock based on the appreciation in the stock price from the date of grant on the number of SARs granted.  EOG did not grant any stock options or SARs in 2024 and 2023. EOG's ESPP allows eligible employees to semi-annually purchase, through payroll deductions, shares of Common Stock at 85 percent of the fair market value at specified dates.  Contributions to the ESPP are limited to 10 percent of the employee's pay (subject to certain ESPP limits) during each of the two six-month offering periods each year. Stock-based compensation expense related to stock option, SAR and ESPP grants totaled $18 million, $24 million and $34 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Restricted Stock and Restricted Stock Units.  Employees may be granted restricted (non-vested) stock and/or restricted stock units without cost to them.  Upon vesting of restricted stock, shares of Common Stock are released to the employee.  Upon vesting, restricted stock units are converted into shares of Common Stock and released to the employee.  Stock-based compensation expense related to restricted stock and restricted stock units totaled $160 million, $137 million and $88 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The following table sets forth the restricted stock and restricted stock unit transactions for the years ended December 31, 2024, 2023 and 2022 (shares and units in thousands):
 202420232022
 Number of Shares and UnitsWeighted Average Grant Date Fair ValueNumber of Shares and UnitsWeighted Average Grant Date Fair ValueNumber of Shares and UnitsWeighted Average Grant Date Fair Value
Outstanding at January 14,364 $111.24 4,113 $80.77 4,680 $69.37 
Granted1,871 122.45 1,680 131.10 1,637 113.21 
Released (1)
(1,343)86.27 (1,295)42.03 (2,019)81.76 
Forfeited(193)116.18 (134)93.54 (185)68.89 
Outstanding at December 31 (2)
4,699 122.64 4,364 111.24 4,113 80.77 
(1)
(1)The total intrinsic value of restricted stock and restricted stock units released during the years ended December 31, 2024, 2023 and 2022 was $166 million, $166 million and $223 million, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date restricted stock and restricted stock units are released.
(2)
(2)The total intrinsic value of restricted stock and restricted stock units outstanding at December 31, 2024, 2023 and 2022 was $576 million, $528 million and $533 million, respectively. The intrinsic value is based on the closing market price of the Common Stock on the last trading day of the year.

At December 31, 2024, unrecognized compensation expense related to restricted stock and restricted stock units totaled $349 million. Such unrecognized expense will be recognized on a straight-line basis over a weighted average period of 1.8 years.

Performance Units.  EOG has granted Performance Units to its executive officers annually since 2012. For the grants made prior to September 2022, as more fully discussed in the grant agreements, the applicable performance metric is EOG's total shareholder return (TSR) over a three-year performance period relative to the TSR over the same period of a designated group of peer companies. Upon the application of the applicable performance multiple at the completion of the three-year performance period, a minimum of 0% and a maximum of 200% of the Performance Units granted could be outstanding.
For the grants made beginning in September 2022, as more fully discussed in the grant agreements, the applicable performance metrics are 1) EOG's TSR over a three-year performance period relative to the TSR over the same period of a designated group of peer companies and 2) EOG's average return on capital employed (ROCE) over the three-year performance period. At the end of the three-year performance period, a performance multiple based on EOG's relative TSR ranking will be determined, with a minimum performance multiple of 0% and a maximum performance multiple of 200%. A specified modifier ranging from -70% to +70% will then be applied to the performance multiple based on EOG's average ROCE over the three-year performance period, provided that in no event shall the performance multiple, after applying the ROCE modifier, be less than 0% or exceed 200%. Furthermore, if EOG's TSR over the three-year performance period is negative (i.e., less than 0%), the performance multiple will be capped at 100%, regardless of EOG's relative TSR ranking or three-year average ROCE.

The fair value of the Performance Units is estimated using a Monte Carlo simulation. Stock-based compensation expense related to the Performance Unit grants totaled $12 million, $16 million and $11 million for the years ended December 31, 2024, 2023 and 2022, respectively.

  Weighted average fair values and valuation assumptions used to value Performance Units during the years ended December 31, 2024, 2023 and 2022 were as follows:
 202420232022
Weighted Average Fair Value of Grants$130.31 $142.20 $126.55 
Expected Volatility35.20 %44.76 %56.11 %
Risk-Free Interest Rate3.46 %4.53 %4.01 %

Expected volatility is based on the term-matched historical volatility over the simulated term, which is calculated as the time between the grant date and the end of the performance period. The risk-free interest rate is derived from the Treasury Constant Maturities yield curve on the grant date.

The following table sets forth the Performance Unit transactions for the years ended December 31, 2024, 2023 and 2022 (units in thousands):
 202420232022
 Number of UnitsWeighted Average Grant Date Fair ValueNumber of UnitsWeighted Average Grant Date Fair ValueNumber of UnitsWeighted Average Grant Date Fair Value
Outstanding at January 1630 $95.49 688 $83.82 679 $84.97 
Granted109 130.31 114 142.20 122 126.55 
Released (1)
(45)43.33 (86)79.98 (57)136.74 
Forfeited for Performance Multiple (2)
(135)43.33 (86)79.98 (56)136.74 
Outstanding at December 31 (3)
559 (4)119.05 630 95.49 688 83.82 
(1)The total intrinsic value of Performance Units released during the years ended December 31, 2024, 2023 and 2022 was $5 million, $10 million and $7 million, respectively. The intrinsic value is based upon the closing price of the Common Stock on the date the Performance Units are released.
(2)Upon completion of the Performance Period for the Performance Units granted in 2020, 2019 and 2018, a performance multiple of 25%, 50% and 50%, respectively, was applied to each of the grants resulting in a forfeiture of Performance Units in February 2024, February 2023 and February 2022.
(3)The total intrinsic value of Performance Units outstanding at December 31, 2024, 2023 and 2022 was $69 million, $76 million and $89 million, respectively.
(4)Upon the application of the relevant performance multiple at the completion of each of the remaining Performance Periods, a minimum of zero and a maximum of 1,118 Performance Units could be outstanding.

At December 31, 2024, unrecognized compensation expense related to Performance Units totaled $21 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.3 years.
Upon completion of the Performance Period for the Performance Units granted in September 2021, a performance multiple of 125% was applied to the grants resulting in an additional grant of 53,410 Performance Units in February 2025.

Other Stock Awards. In August 2024, and in recognition of EOG's 25th anniversary as an independent public company, EOG awarded 25 shares of EOG common stock to each of its non-executive officer employees. Stock-based compensation expense related to the awards totaled $9 million for the year ended December 31, 2024, and the intrinsic value of the awards was $9 million (based upon the closing price of EOG's common stock on the August 16, 2024 award date). A gross-up to account for income taxes was also recognized.

Pension Plans.  EOG has a defined contribution pension plan in place for most of its employees in the United States.  EOG's contributions to the pension plan are based on various percentages of compensation and, in some instances, are based upon the amount of the employees' contributions.  EOG's total costs recognized for the plan were $66 million, $61 million and $56 million for 2024, 2023 and 2022, respectively.

In addition, EOG's Trinidadian subsidiary maintains a contributory defined benefit pension plan and a matched savings plan.  These pension plans are available to most employees of the Trinidadian subsidiary. EOG's combined contributions to these plans were $1 million, for each of 2024, 2023 and 2022, respectively.

For the Trinidadian defined benefit pension plan, the benefit obligation, fair value of plan assets and (prepaid)/accrued benefit cost totaled $16 million, $17 million and $(1.4) million, respectively, at December 31, 2024, and $16 million, $16 million and $(0.9) million, respectively, at December 31, 2023.

Postretirement Health Care.  EOG has postretirement medical and dental benefits in place for eligible United States and Trinidad employees and their eligible dependents, the costs of which are not material.