Ezra Yacob
EOG RESOURCESAbout Ezra Yacob
Ezra Y. Yacob, age 48, is Chairman of the Board and Chief Executive Officer of EOG Resources. He became CEO in October 2021, Chairman in October 2022, and joined EOG in August 2005 after working in the Minerals Division at the U.S. Geological Survey . Under his leadership, EOG delivered 2024 adjusted net income of $6.6 billion, $5.4 billion of free cash flow, ROCE of ~25%, and returned 98% of free cash flow via dividends and $3.2 billion of buybacks; EOG also ranked 2nd of 8 peers in TSR and 1st in forward-year cash flow multiple in 2024 performance assessments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EOG Resources | Chairman of the Board | Oct 2022–present | Combined CEO/Chair role with independent presiding director oversight . |
| EOG Resources | Chief Executive Officer | Oct 2021–present | Led capital discipline, FCF return, ROCE focus; strong 2024 outcomes . |
| EOG Resources | President | Jan 2021–Sep 2021 | Executive leadership transition ahead of CEO appointment . |
| EOG Resources | EVP, Exploration & Production | Dec 2017–Jan 2021 | Led exploration/production across key basins . |
| EOG Resources | VP & GM, Midland | May 2014–Dec 2017 | Instrumental in successful exploration and exploitation in key plays . |
| EOG Resources | Division Exploration Manager (Midland/Fort Worth) | Mar 2012–May 2014 | Leadership roles supporting portfolio development . |
| U.S. Geological Survey | Minerals Division | Pre-2005 | Technical geoscience foundation prior to joining EOG . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public-company directorships disclosed in the proxy for Mr. Yacob. |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base Salary | $1,350,000 | Approved Feb 2024 . |
| Bonus Target (% of Salary) | 150% | Applies to CEO for 2024 . |
| Actual Annual Bonus Paid | $2,936,250 | Performance factor 145% applied to target . |
| All Other Compensation (Total) | $512,135 | Retirement/matching/make-whole $459,335; charitable matching $44,077; spouse travel gross-up $5,124; perquisite allowance $2,600; HSA $1,000 . |
| Director Fees | — | Not disclosed for employee director; committees composed of independent directors . |
Performance Compensation
| Metric | Weight | Target | Actual/Result | Payout/Assessment |
|---|---|---|---|---|
| All-in after-tax ROR on capex | 15% | ≥20% | 17.4% achieved; direct after-tax ROR 45% | Slight miss on all-in; exceeded direct ROR . |
| ROCE | 15% | ≥20% | 25.1% (non-GAAP adjusted) | Exceeded . |
| Free Cash Flow before dividends | 10% | $4.5B | $5.4B | Significantly exceeded . |
| Unit costs (all-in finding cost, capital efficiency, DD&A, controllable cash opex) | 10% | Various | Mixed; overall achieved (exceeded capital efficiency and opex; missed DD&A and finding cost) | Achieved overall . |
| Well cost and quality | 7.5% | Specified reductions/increases; ≥75% premium wells | Mixed; overall achieved (cost reduction exceeded; EUR/ft missed; 75% premium achieved) | Achieved . |
| TSR and cash flow multiple vs peers | 7.5% | Median | 2nd of 8 in TSR; 1st of 8 in forward-year cash flow multiple | Significantly exceeded . |
| Safety metrics | 7.5% | TRIR ≤0.46; severity ≤5.3; 700 attendees | Surpassed targets (prelim estimates) | Significantly exceeded . |
| Environmental metrics | 7.5% | Spill ≤0.01/MBoe; recovery >70%; methane ≤0.04%; GHG ≤13.25 tCO2e/MBoe; flaring ≤1.0 tCO2e/MBoe; gas capture 99.9% | Attained/surpassed (prelim estimates) | Exceeded . |
| Operational/organizational execution | 20% | Multiple qualitative/quantitative goals | Overall exceeded (free cash flow improvement; >10-year premium inventory; >50,000 premium acres captured; leading price realizations) | Exceeded . |
| Annual Bonus Payout | — | 100% of target | 145% of target | Cash paid; see Fixed Comp . |
Long-Term Incentive Design (2024 grants):
- Performance Units (60% weighting): Relative TSR vs expanded peer group and S&P 500; above-median TSR required for target; ROCE modifier ±70%; negative absolute TSR cap at 100%; cliff vest Feb 28 after 3-year period .
- Restricted Stock/RSUs (40% weighting): 3-year cliff vest; dividends credited and paid at vest; RSUs used when retirement-eligible to avoid adverse tax .
| 2024 LTI Grants (Sept 27, 2024) | Target Grant Value | Performance Units (#) | RS/RSUs (#) |
|---|---|---|---|
| Ezra Y. Yacob | $11,000,000 | 53,903 | 35,935 . |
Additional vesting/certification:
- Sept 2021 Performance Units certified at 125% (TSR Rank “4”), vesting Feb 28, 2025; added units credited (Yacob +11,463) .
SAR/RSU/PUs activity (2024):
| Award Type | Shares/Units | Value Realized |
|---|---|---|
| SARs exercised | 37,337 | $1,765,165 . |
| Restricted Stock/RSUs vested | 22,369 | $3,174,125 . |
| Performance Units vested | 5,640 | $758,792 . |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (3/15/2025) | 218,076 | Rule 13d-3 basis . |
| RSUs/Performance Units/Phantom Shares (non-beneficial) | 147,430 | Not counted as beneficial ownership . |
| Total Ownership (beneficial + RSUs/PUs/phantom) | 365,506 | Aggregated . |
| Shares Outstanding (3/15/2025) | 551,544,920 | Denominator for ownership % . |
| Beneficial Ownership % | ~0.04% | 218,076 / 551,544,920 computed from cited values . |
| Stock Ownership Guidelines | CEO: 10x base salary; NEOs meet guidelines | Revised Dec 2024; unvested PUs do not count . |
| Pledging/Hedging | Prohibited; limited pledge exception not utilized | No Section 16 officers/directors have pledged EOG securities . |
| Upcoming Vesting (Yacob) | RS/RSUs: 31,866 (9/29/2025); 30,261 (9/15/2026); 35,935 (9/27/2027). PUs: 47,800 (2/28/2026); 45,392 (2/28/2027); 53,903 (2/28/2028) | Cliff vest schedules . |
Insider selling pressure signals:
- Multiple scheduled cliff-vest dates through 2028 may create potential sell windows; SAR exercises occurred in 2024. Anti-hedging/pledging and ownership guidelines mitigate misalignment risk .
Employment Terms
| Term | Key Provision | Economics/Notes |
|---|---|---|
| Employment Agreement | None | NEOs serve at Board discretion; broad-based plans govern . |
| Severance (non-CoC) | Severance Pay Plan | Up to 52 weeks base salary for involuntary termination; doubled upon waiver/release; cause/voluntary/no benefits . |
| Change of Control (CoC) | Double-trigger | If terminated within 2 years post-CoC without cause or for good reason: cash severance 2.99x salary + 2x target bonus; 3-year Savings & Retirement contributions; up to 3 years medical/dental subsidy; outplacement up to $50k; plus retention bonus equal to most recent annual bonus . |
| CoC Cash Illustration (Yacob) | Calculation | 2.99×$1,350,000 = $4,036,500; 2×$2,025,000 = $4,050,000; retention bonus $2,520,000 (2024 award for 2023 performance); total illustrative cash = $10,607,000, excluding benefits . |
| Equity Treatment (termination/CoC) | Detailed vesting/forfeiture terms | Retirement, early retirement with non-compete, disability, death, involuntary non-performance termination; CoC vesting uses pre-CoC TSR window if before period end; releases subject to 409A six-month delay for specified employees . |
| Clawback | Section 10D-compliant policy | Recovery of erroneously awarded incentive compensation upon accounting restatement (effective Oct 2, 2023) . |
| Insider Trading/Anti-Hedging | Strict prohibitions | No hedges or short sales; pledging prohibited with limited exception; no pledges outstanding . |
| Perquisites | Limited | Annual perquisite allowance ($2,600), charitable matching, spouse travel gross-up, HSA, parking; NEOs in broad employee programs . |
| Deferred Compensation | 409A plan | Yacob 2024 executive contribution $304,350; registrant $398,007; year-end balance $2,711,892; market-rate returns, phantom stock option available . |
Performance & Track Record
| 2024 Strategic/Financial Outcomes | Value |
|---|---|
| Adjusted Net Income | $6.6 billion (non-GAAP) . |
| Free Cash Flow | $5.4 billion; 98% returned (dividends + $3.2B repurchases) . |
| ROCE | 25% (non-GAAP) . |
| Dividend Policy | Regular dividend increased 7% for 2025 . |
| Returns Metrics | 17.4% all-in after-tax ROR; 45% direct after-tax ROR on capex (internal price deck) . |
| ESG/Safety | Maintained GHG and methane below 2025 targets; zero routine flaring (prelim 2024 metrics) . |
| Market Position | TSR 2nd/8; forward-year CF multiple 1st/8 (peer assessment) . |
Board Governance
- Board Service and Role: Director since 2021; Chairman and CEO since Oct 2022; not independent due to executive role .
- Oversight Mechanisms: Independent presiding director (Robert P. Daniels) chairs executive sessions; eight executive sessions held in 2024; key committees (Audit, Compensation, Nominating) comprised solely of independent directors; substantial majority independent .
- Meetings/Attendance: Board held eight meetings in 2024; all directors attended ≥75% of meetings and the 2024 annual meeting .
- Committee Memberships: Audit (Chair: C. Christopher Gaut), Compensation (Chair: Julie J. Robertson), Nominating (Chair: Janet Clark); employee director (Yacob) is not listed as committee member .
Director Compensation & Ownership Guidelines (for directors)
- Director compensation framework and stock ownership guidelines disclosed; committees administer oversight; director guidelines reviewed annually; not applicable to Mr. Yacob’s pay as an employee director .
- Say-on-Pay: 2024 approval ~95% “For,” indicating shareholder support of executive pay programs .
Compensation Peer Group and Performance Peer Group
| 2024 Compensation Peer Group (selected adds/removals) | Notes |
|---|---|
| Added: Cheniere, Coterra, EQT, Expand (Chesapeake), Halliburton, Ovintiv, Phillips 66, Schlumberger, Williams | Reflects M&A and broader energy talent competition . |
| Removed: Pioneer, Hess | Due to M&A . |
| EOG positioning | At/above 50th percentile EV, market cap, total assets (Aug 2024) . |
| 2024 Performance Unit Peer Group | Structure |
|---|---|
| Expanded E&P + integrated + S&P 500 index (e.g., Apache, ConocoPhillips, Chevron, Exxon, Diamondback, Ovintiv, Permian Resources, Civitas, Matador, Canadian Natural, Coterra, Devon, Occidental) | Payout scale requires above-median TSR for target; percentile ranking used; ROCE modifier ±70%; negative TSR cap . |
Multi-Year CEO Compensation
| Year | Salary ($) | Stock Awards ($) | Bonus ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 867,692 | 9,648,992 | 1,867,000 | 257,518 | 12,641,202 . |
| 2023 | 1,169,231 | 10,496,402 | 2,520,000 | 373,139 | 14,558,772 . |
| 2024 | 1,326,923 | 11,439,317 | 2,936,250 | 512,135 | 16,214,625 . |
Investment Implications
- Pay-for-performance alignment: High weighting to long-term equity, above-median TSR requirement for PU target payouts, ROCE modifier, and negative TSR cap reduce windfall risk; strong 2024 operational/financial execution drove 145% annual bonus payout .
- Retention risk: No employment agreement, but robust double-trigger CoC protections and continued vesting structures tied to non-compete provisions balance retention and shareholder alignment; scheduled cliff vesting through 2028 provides ongoing retention hooks .
- Trading signals: Multiple upcoming cliff vest dates and PUs/RSUs may create periodic supply; however, anti-hedging/pledging policies and stringent ownership guidelines (CEO 10x salary) mitigate misalignment; no pledging by insiders is a positive governance signal .
- Governance: Combined CEO/Chair role tempered by independent presiding director, fully independent key committees, and regular executive sessions; strong say-on-pay support (~95%) indicates investor acceptance of the program .