Ann Janssen
EOG RESOURCESAbout Ann Janssen
Ann D. Janssen is Executive Vice President and Chief Financial Officer of EOG Resources, appointed effective January 1, 2024; she joined a predecessor of EOG in 1995 and previously served as Senior Vice President & Chief Accounting Officer (since February 2018) and principal accounting officer (since September 2010). She is 58, holds a BBA in Accounting from Texas A&M University, and is a Certified Public Accountant . In 2024, EOG delivered adjusted net income of $6.6B and ROCE of 25%, generated $5.4B of free cash flow, and achieved top-quartile TSR versus peers; NEO bonuses paid at 145% reflected these results and the heavy weighting to quantitative goals (80%) including ROCE, free cash flow, costs, TSR, safety and environmental performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EOG Resources | EVP & CFO, Principal Financial Officer | 2024–Present | Elevated finance leadership; aligned pay to ROCE/TSR and FCF; promotion award granted to reflect role transition . |
| EOG Resources | SVP & Chief Accounting Officer; Principal Accounting Officer | 2018–2023 (CAO); 2010–2023 (PAO) | Led accounting and reporting; continuity in financial controls and disclosure . |
| EOG Resources | VP, Accounting | 2007–2018 | Oversaw accounting functions across cycles; foundation for CFO promotion . |
| EOG Resources | Controller; Financial Reporting & Planning; Treasurer | Not disclosed | Various finance leadership roles contributing to balance sheet discipline and reporting rigor . |
External Roles
No external board roles or public company directorships disclosed for Ann Janssen .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $645,000 | Increased from $465,000 to $600,000 on 1/1/2024; further increased in Feb 2024 to $645,000 . |
| Target Bonus (% of base) | 90% | Raised from 55% to 90% with CFO appointment effective 2024 . |
| Actual Bonus Paid ($) | $841,725 | Performance factor 145% applied to 90% target . |
Performance Compensation
| Component | Design | Metric/Peer Set | Weight/Scale | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Company scorecard with quantitative (80%) and operational/organizational (20%) goals; cap 200% | ROCE, FCF, returns, unit costs, well costs/quality, TSR vs peers, safety (7.5%), environmental (7.5%) . | Goals scored 0–200%; heavy weighting to ROCE/FCF and capital returns . | Various (e.g., ROCE 20%, FCF $4.5B, safety TRIR ≤0.46, methane ≤0.04%) . | ROCE 25.1% (exceeded); FCF $5.4B (exceeded); TSR/forward CF multiple exceeded; safety/environment surpassed; overall bonus factor 145% . | Cash, paid following year-end . |
| Long-Term Incentives (Promotion Award Jan 2, 2024) | 60% Performance Units; 40% Restricted Stock | TSR relative to E&P peer group + S&P 500; ROCE modifier; negative TSR cap . | PU payout scale ranks 1–10; above-median TSR needed for 100%; ROCE modifier -70% to +70%; cap at 100% if absolute TSR negative . | Target grant $1,200,000 | 5,921 PUs; 3,947 RS; FV per PU $125.2845; RS at $121.60 . | PUs cliff vest Feb 28, 2027; RS cliff vest Jan 2, 2027 . |
| Long-Term Incentives (Annual Award Sept 27, 2024) | 60% Performance Units; 40% RSUs | Expanded performance peer group includes E&P and integrated majors plus S&P 500; percentile-based TSR payout scale . | 90th percentile=200%; 55th=100%; 25th=25%; ROCE modifier applies . | Target grant $3,000,000 | 14,701 PUs; 9,800 RSUs; FV per PU $130.5945; RSU at $122.44 . | PUs cliff vest Feb 28, 2028; RSUs cliff vest Sept 27, 2027 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial/Total Ownership (3/15/2025) | Shares beneficially owned: 81,587; SARs exercisable by 5/14/2025: 8,131; total beneficial ownership: 89,718; RSUs/Performance Units/Phantom: 30,422; total ownership: 120,140; none of NEOs >1% outstanding . |
| Outstanding SARs (exercisable) | 8,935 @ $127.00 exp 9/27/2025; 9,365 @ $75.09 exp 9/26/2026; 9,365 @ $37.44 exp 9/28/2027; 9,365 @ $81.81 exp 9/27/2028 . |
| 2024 Equity Activity | Exercised 10,300 SARs; value realized $233,553. RS/RSU shares vested 6,273; value realized $891,911 . |
| Unvested Equity (12/31/2024) | Restricted Stock/RSUs: 28,439 ($3,486,053); Performance Units: 20,622 ($2,527,845) valued at $122.58/share . |
| Upcoming Vesting Schedule | RS/RSU: 7,126 (9/29/2025); 7,566 (9/15/2026); 3,947 (1/2/2027); 9,800 (9/27/2027). PUs: 5,921 (2/28/2027, 2024–2026 period); 14,701 (2/28/2028, 2025–2027 period) . |
| Ownership Guidelines | EVP requirement: 4x base salary; counts include vested/unvested RS/RSUs and plan shares; performance units excluded. Each NEO currently satisfies guidelines . |
| Hedging/Pledging Policy | Hedging and margin accounts prohibited; pledging prohibited with limited pre-approved exceptions; no Section 16 officers/directors have pledged EOG securities . |
| Clawback | Adopted 2023; recovery of erroneously awarded incentive compensation upon restatement (effective for awards on/after Oct 2, 2023) . |
Employment Terms
| Topic | Terms |
|---|---|
| Employment Agreement | None; NEOs serve at Board’s discretion . |
| Severance Pay Plan (non-CoC) | Involuntary business/reorg: 1 week per year of service + 1 week per $10k salary, max 26 weeks; doubled upon release, cap 52 weeks; performance-related involuntary: 1 week per service year, max 6 weeks; no severance for voluntary, disability, death . |
| Change-of-Control (Double Trigger) | If terminated within 2 years post-CoC (without cause or for “good reason”): cash severance equal to 2.99x base salary + 2x target bonus; 3 years of retirement/matching contributions as if employed; up to 3 years medical/dental subsidy; outplacement up to $50k; base salary and earned vacation paid . |
| Potential Payments (as of 12/31/2024) | Involuntary (not for cause): $1,542,183 (includes $645,000 cash severance; RS/RSU $882,453; vacation $14,730). Change of Control: $9,753,675 total (cash severance $3,474,550; PUs $2,527,845; RS/RSU $3,486,053; health $49,747; vacation $14,730; other $200,750) . |
| Equity Treatment (retirement/termination) | Early retirement (55–62, ≥5 years, non-compete required): pro-rata vesting by 33% per whole year since grant for RS/RSU and PUs (subject to certified performance multiple and 6-month delay under 409A) . Disability/Death: restrictions lapse; PUs paid at certified multiple or 100% if death before period end; RS/RSU released per plan timing . Post-CoC Termination: restrictions lapse; PUs determined by TSR/peer method using 30-day pre-CoC period if before period end; RS/RSU released per 409A timing . |
| Non-Compete Requirement | Continued vesting on retirement contingent on compliance with non-compete through original vesting date; RSU retirement eligibility mechanics detailed in 2023+ grant agreements . |
| Pensions/Deferred Comp | No defined benefit pension; Deferral Plan available, but Janssen had no 2024 deferrals/balance . |
| Perquisites/Tax Gross-ups | Annual perquisite allowance $2,600; charitable match; spouse travel reimbursements include tax gross-up; no excise tax gross-up on CoC (best-of-net reduction or pay full without gross-up) . |
Compensation Structure Analysis
- Pay mix shifted meaningfully to equity with long-term incentives comprising the majority of CFO compensation; promotion and annual awards totaled $4.2M target grant value in 2024, with 60% in performance units tied to TSR/ROCE, reinforcing pay-for-performance and long-term alignment .
- Quantitative bonus metric weighting increased to 80% in 2024 and maintained for 2025, emphasizing returns, cash flow, capital efficiency and cost discipline; 145% bonus payout reflects above-target performance on ROCE, FCF, TSR and safety/environment goals .
- No SARs/options granted in 2024; awards limited to RS/RSUs and PUs with three-year cliff vesting, ROCE modifier and negative TSR cap, curbing windfall payouts in down markets .
Compensation Peer Group and Benchmarking
- 2024 compensation peer group broadened beyond E&P to include midstream and OFS names (e.g., Cheniere, Halliburton, Schlumberger, Williams) given sector M&A and talent market; target compensation references the middle range of peer data .
- Performance peer groups for PUs include E&P and integrated majors plus the S&P 500; payout requires above-median TSR with ROCE modifier, reinforcing multi-dimensional performance .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay passed with approximately 95% support; the committee increased quantitative bonus weighting from 70% to 80% in response to investor feedback .
Equity Ownership & Insider Selling Pressure
| Indicator | Assessment |
|---|---|
| Near-term vesting overhang | RS/RSUs scheduled in Sep 2025, Sep 2026, Jan 2027, Sep 2027 may drive periodic sales for tax/portfolio purposes; PUs vest Feb 2027 and Feb 2028 subject to certified multiples . |
| SAR overhang | Multiple SAR tranches exercisable through 2028; 2024 exercises modest relative to total ownership; insider selling pressure appears limited given policy constraints and ownership guidelines . |
| Pledging/Hedging | Prohibited; none pledged . |
Performance & Track Record
- Company-level 2024 outcomes included ROCE 25.1%, $5.4B free cash flow, increased regular dividend, TSR outperformance vs eight peers and leading forward-year cash flow multiple, alongside safety/environmental goal attainment; these outcomes drove NEO bonuses at 145% of target .
Governance & Compensation Committee
- Compensation Committee composed entirely of independent directors; uses independent consultant Meridian for design/benchmarking and trends; best-practice features include clawback, double-trigger CoC, stock ownership guidelines, anti-hedging/pledging, and capped payouts under negative TSR .
Investment Implications
- Strong alignment: High proportion of at-risk, equity-linked pay with ROCE/TSR hurdles and negative TSR cap supports shareholder-friendly outcomes; ownership guidelines and no pledging reinforce skin-in-the-game .
- Limited severance risk: No employment agreement; double-trigger CoC with 2.99x salary and 2x bonus is within sector norms but creates potential cash outlays under M&A; equity treatment remains performance-contingent and time-based, mitigating windfall risk .
- Near-term selling pressure: Scheduled RS/RSU and PU vesting dates create periodic liquidity events, but policies and overall ownership structure suggest manageable insider selling dynamics .
- Execution signals: Bonus weighting shift to quantitative metrics and 2024 payout tied to ROCE/FCF/TSR outperformance indicate disciplined capital allocation and operational excellence, supportive of continued value creation under CFO stewardship .