C. Christopher Gaut
EOG RESOURCESAbout C. Christopher Gaut
C. Christopher Gaut, age 68, has served as an independent director of EOG since 2017. He is Audit Committee Chair and is designated an “audit committee financial expert,” bringing decades of CFO/COO/CEO experience across oilfield services, drilling and equipment, including Forum Energy Technologies, Halliburton, and Valaris; he transitioned to non-executive Chairman of Forum in December 2023 and previously held senior finance and operating roles at Halliburton and Valaris . The Board has affirmed his independence under NYSE/SEC and EOG bylaw standards; he attended all eight 2024 executive sessions of non-employee directors and met the 75% meeting attendance threshold, with the Board holding eight meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forum Energy Technologies | Chairman, President & CEO; Executive Chairman; Non-Executive Chairman | Aug 2010–Feb 2022; Feb 2022–Dec 2023; Dec 2023–present | Led energy manufacturing serving oil service/drilling; governance transition to non-exec chair |
| SCF Partners | Managing Director | 2009–2010 | Private equity focus in oilfield services/equipment |
| Halliburton Company | President, Drilling & Evaluation Division; EVP & CFO | 2008–2009; 2003–2007 | Senior financial/operating leadership at a major oilfield services firm |
| Valaris plc (Ensco) | Co-COO; SVP & CFO; Director | 2002–2003; 1987–2003; 2008–2019 | Board Nominating & Governance Committee member; extensive offshore drilling oversight |
| Key Energy Services | Director; Lead Independent Director | 2016–2019 | Audit Committee member; lead independent director |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Forum Energy Technologies (public) | Non-Executive Chairman of the Board | Dec 2023–present |
Board Governance
- Committees: Audit (Chair; financial expert), Compensation & Human Resources (member), Nominating, Governance & Sustainability (member). All three committees are composed solely of independent directors; non-employee directors serve on each committee .
- Meetings & attendance: Board met eight times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting . Non-employee directors held eight executive sessions in 2024, all attended by Gaut; presiding director for executive sessions was Robert Daniels (2024 and 2025) .
- Independence: Board affirmatively determined Gaut has no material relationship with EOG (independent under NYSE/SEC/EOG bylaws). The Board reviewed transactions involving entities affiliated with directors (including oilfield/midstream/service and not-for-profit payments) and concluded they were not material and did not impair independence .
- Audit oversight: As Audit Chair, Gaut signed the 2024 Audit Committee Report recommending inclusion of audited financials in EOG’s 2024 Form 10-K; Deloitte retained as auditor for 2025, with the Audit Committee overseeing independence and pre-approving services .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Retainer unchanged for 2024–2025 term |
| Committee chair fee (Audit/Comp/Nominating) | $20,000 | Adopted in Q2 2024; annual fee to committee chairs |
| Presiding director fee | $20,000 | Annual fee to presiding director (not Gaut) |
| Gaut – Fees earned in cash (2024) | $110,000 | Reported total cash fees for Gaut in 2024 director compensation table |
Performance Compensation
| Instrument | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 28, 2024 | 1,589 | $199,976 | 100% after one year; deferral via phantom stock optional | None; time-based vesting only |
- Market value of unvested director RSUs as of Dec 31, 2024 (per-share $122.58): $194,780 per non-employee director .
- Deferral Plan: Directors may defer cash fees and RSUs into flexible or phantom stock accounts under the 409A Deferral Plan .
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock Risk Considerations |
|---|---|---|
| Forum Energy Technologies (public) | Non-Executive Chairman | EOG’s independence review considered transactions with entities affiliated with directors (e.g., oilfield services/equipment); determined not material and independence not impaired |
| Valaris plc (public; prior) | Former Director (2008–2019), former CFO/Co-COO | Historical roles; no current EOG-disclosed related-party transactions tied to Gaut |
| Key Energy Services (public; prior) | Former Director; Lead Independent Director | Historical; EOG independence affirmed |
Expertise & Qualifications
- Audit/finance: Audit Committee Chair; designated audit committee financial expert; prior EVP & CFO at Halliburton; former CFO at Valaris .
- Operations/industry: President of Halliburton Drilling & Evaluation; senior operating roles at Valaris; leadership at Forum Energy Technologies .
- Governance: Board roles across multiple public companies; lead independent director experience; current non-executive chair responsibilities .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 500 | As of Mar 15, 2025 |
| RSUs/performance units/phantom shares (non-beneficial until vest/release) | 18,211 | As of Mar 15, 2025 |
| Total ownership (beneficial + RSUs/phantom) | 18,711 | As of Mar 15, 2025 |
| Ownership % of outstanding | Not reported | None of directors/NEOs >1%; group held ~0.1% beneficial, ~0.2% total |
| Director ownership guideline | 5x annual cash retainer | Applies to non-employee directors; holding/deferral rules for non-compliance |
| Hedging/pledging policy | Prohibited; limited pledge exceptions require approval; no director has pledged EOG securities | Hedge/short sales prohibited; pledge exceptions not counted toward guidelines |
Governance Assessment
- Strengths: Independent director; Audit Chair with financial expert designation; full participation in executive sessions; robust audit oversight of Deloitte; Board-wide executive session cadence; clear anti-hedging/anti-pledging policies; strong 2024 say‑on‑pay support (~95%), indicating investor confidence in compensation governance .
- Compensation alignment: Director pay structured with modest cash retainer and equity RSUs vesting annually; optional deferral promotes long-term alignment; committee chair fee recognizes oversight load on Audit Chair .
- Potential conflicts: Current non-executive chair role at Forum Energy Technologies could intersect with EOG’s use of oilfield equipment/services. The Board’s formal independence review of affiliated-entity transactions concluded relationships were not material and did not impair independence; no Gaut-specific related-party transaction disclosed (the only named related-party case involved a former executive’s son) .
- Attendance/engagement: Meets attendance expectations; present at all executive sessions; supports effective oversight .
RED FLAGS: None identified specific to Gaut. Monitor any future related-party transactions involving Forum or other industry entities; current policies require Audit Committee review/approval and independence assessment .
Director Compensation (2024 Detail)
| Component | Gaut (USD) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $110,000 | |
| Stock Awards (RSUs) | $199,976 | |
| All Other Compensation | $97,854 | Charitable matching $93,000; spousal travel reimbursement $4,854 |
| Total | $407,830 | |
| Program terms (cash) | $100,000 annual retainer; committee chair fee $20,000; presiding director fee $20,000 | Adopted by Board on Compensation Committee recommendation (Q2 2024) |
| Program terms (equity) | RSUs valued at $200,000; 1,589 units granted May 28, 2024; one-year vest |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: Approximately 95% “For,” reflecting support for compensation program design and pay outcomes .
- Engagement: Ongoing investor engagement on compensation and sustainability; program adjustments include increased quantitative weighting in annual bonus metrics (for executives) .
Compensation Committee & Consultant Independence
- Committee composition: Entirely independent directors (including Gaut); no interlocks; no EOG officers served on other companies’ compensation committees with EOG directors in 2024 .
- Consultant: Meridian Compensation Partners engaged as independent advisor to the Compensation Committee; independence assessed and affirmed .
Related-Party Transactions & Policies
- Policy: Audit Committee must pre-approve/ratify related-party transactions >$120,000; determines best interests and absence of conflicts; periodic confirmations from members .
- Disclosures: No Gaut-related transactions reported; the only detailed related-party disclosure pertained to the former President’s son’s employment, reviewed and approved by the Audit Committee .
- Insider Trading: Anti-hedging and anti-pledging policy; no director or Section 16 officer has pledged EOG securities .