Charles Crisp

About Charles R. Crisp

Charles R. Crisp (age 77) has served as an independent director of EOG Resources since 2002. He is a seasoned energy executive with over 50 years in the industry, including CEO of Coral Energy (Shell subsidiary) in 1999–2000, President/COO of Coral Energy in 1998–1999, President of Houston Industries’ power generation group in 1996–1998, and President/COO/Director of Tejas Gas Corporation in 1988–1996. He has accumulated 20+ years of public company board experience, currently serving on Targa Resources Corp.’s board and committees, and previously on Intercontinental Exchange, Inc. (ICE) and Southern Company Gas boards. He is designated independent by EOG’s Board.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Crisp is independent under EOG bylaws, NYSE and SEC rules.
• Committee assignments (2024): Audit; Compensation & Human Resources; Nominating, Governance & Sustainability.
• Attendance: The Board met 8 times in 2024; each director attended ≥75% of Board/committee meetings. Crisp attended all eight executive sessions of non‑employee directors.
• Executive sessions: Eight in 2024; presiding director is Robert P. Daniels (2024 and 2025).
• Committee activity (2024 meetings): Audit (8); Compensation & Human Resources (5); Nominating, Governance & Sustainability (4).

Committee membership and activity (Crisp)

Fixed Compensation

• Program structure (2024–2025 term): Cash retainer $100,000; RSUs valued at $200,000 (granted post‑election; shares determined at grant‑date close); committee chair fee $20,000 (Audit, Compensation, Nominating chairs); presiding director fee $20,000. Stock ownership guideline: 5x annual cash retainer within 5 years (limited sale of vested RSUs if not in compliance).

2024 Director Compensation – Charles R. Crisp

Performance Compensation

• Equity vehicle: Time‑vested RSUs (non‑employee director equity), vesting 100% after one year; directors may defer RSUs (and credited dividends) under the phantom stock account of the Deferral Plan. No stock options or performance‑based metrics apply to director equity.

2024 RSU Grant Details – Charles R. Crisp

Director compensation mix remained unchanged YoY for 2024–2025 (cash retainer $100k; RSUs $200k), signaling stability in at‑risk equity weighting for directors.

Other Directorships & Interlocks

• Current public-company board: Targa Resources Corp. (Sustainability; Nominating & Governance Committees; also on Targa Resources GP, LLC).
• Former public-company boards: ICE (2002–2022; Compensation & Audit); AGL Resources Inc. (to 2016; Compensation, Executive; Chair of Finance & Risk Mgmt), continued on Southern Company Gas board (2016–2023).
• Compensation Committee interlocks: None among EOG’s Compensation Committee members in 2024.

Expertise & Qualifications

• Energy industry operating leadership: Senior executive roles across upstream/midstream/power (Conoco, Tejas Gas, Houston Industries, Coral Energy).
• Governance and committee experience: Service on audit and compensation committees at ICE; current governance roles at Targa.
• Financial oversight: Audit Committee member at EOG; Board designates all Audit members as financially literate (Crisp not designated AC financial expert).

Equity Ownership

• Beneficial ownership (as of March 15, 2025): 20,423 shares beneficially owned; 0 stock‑settled SARs exercisable by 5/14/2025; 41,062 RSUs/performance/phantom shares; total ownership 61,485. None of the directors/NEOs owned ≥1% of outstanding shares.
• Shares outstanding: 551,544,920 (basis for percent of class in beneficial ownership section).
• Percent of class (beneficial): ~0.0037% (20,423 ÷ 551,544,920; calculated by Fintool using cited data).
• Anti‑hedging and pledging: Hedging and short sales prohibited; pledging generally prohibited with limited pre‑approved exceptions. None of EOG’s directors or Section 16 officers has pledged EOG securities.
• Director ownership guidelines: 5x annual cash retainer within five years; if not in compliance, limited sale of vested RSUs and holding requirements apply.

Beneficial Ownership Detail (as of March 15, 2025)

Governance Assessment

• Positives
  • Independence affirmed; multi‑committee engagement (Audit, Compensation & HR, Nominating/Governance/Sustainability).
  • Strong attendance and engagement, including 100% attendance at all eight non‑employee executive sessions in 2024.
  • Director pay mix emphasizes equity via annual RSUs; stable pay program; robust director ownership guidelines; anti‑hedging/anti‑pledging in place; no pledging by any directors.
  • Extensive sector expertise and prior audit/compensation committee experience at major public companies (ICE; Targa).
• Watch items
  • Long tenure (director since 2002) can raise refreshment/independence optics, though independence is affirmed annually.
  • External board at Targa (midstream) is industry‑proximate; EOG’s Board considered transactions with director‑affiliated entities (e.g., midstream services) and found no material relationship impairing independence.
  • No EOG committee chair roles currently (chairs: Audit—Gaut; Comp—Robertson; Nominating—Clark), limiting direct leadership leverage on committees.

RED FLAGS

• None identified specific to Crisp in Related Party Transactions; the only related‑party disclosure pertains to an executive’s family member (not board‑related).
• No hedging/pledging exceptions reported for directors; no compensation interlocks.

Notes and References

• Director biography and external roles:
• Independence, meetings, attendance:
• Committee memberships and meetings:
• Director compensation program and guidelines:
• 2024 director compensation table and RSU grant specifics:
• Beneficial ownership table and shares outstanding:
• Anti‑hedging/pledging and no pledges: