Janet Clark
EOG RESOURCESAbout Janet Clark
Janet F. Clark (age 70) is an independent director of EOG Resources, serving since 2014, with deep finance and oil and gas operating expertise; she is designated an Audit Committee financial expert and chairs the Nominating, Governance and Sustainability Committee . Her background includes EVP/CFO roles at Marathon Oil and CFO roles at Nuevo Energy and Santa Fe Snyder, plus multiple public board positions, including Texas Instruments (Audit Chair) and prior service at Dell and Exterran . Each director attended at least 75% of Board and committee meetings in 2024, and Clark attended all eight executive sessions of non‑employee directors, underscoring strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Oil Corporation | Executive Vice President & Chief Financial Officer | Jan 2007 – Oct 2013 | Led finance at large-cap E&P; senior leadership experience |
| Marathon Oil Corporation | Senior Vice President & Chief Financial Officer | Jan 2004 – Jan 2007 | CFO responsibilities at scale |
| Nuevo Energy Company | Senior Vice President & Chief Financial Officer | 2001 – 2003 | CFO for public E&P |
| Santa Fe Snyder Corporation | CFO; EVP Corporate Development & Administration | 1997 – 2000 | Finance and corporate development leadership |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Texas Instruments Incorporated | Director | Since 2015 | Audit Committee Chair; previously Lead Director; member, Governance & Stockholder Relations |
| Resources for the Future | Director | Since 2021 | Board member of non‑profit policy research institution |
| Goldman Sachs BDC, Inc. | Director | 2015 – 2018 | Audit, Compliance, Compensation, Contract Review, Governance & Nominating Committees |
| Goldman Sachs Private Middle Market Credit LLC | Director | 2016 – 2018 | Director of regulated investment company/BDC |
| Dell Inc. | Director | Sept 2011 – Oct 2013 | Audit Committee Chair (2013) |
| Exterran Holdings, Inc./Universal Compression Holdings, Inc. | Director | 2003 – 2011 | Audit Committee Chair (2004–2011) |
Board Governance
- Committee memberships: Chair, Nominating, Governance and Sustainability Committee (4 meetings in 2024) ; Member, Audit Committee (8 meetings in 2024; designated Audit Committee financial expert) ; Member, Compensation & Human Resources Committee (5 meetings in 2024) .
- Independence: Board affirmatively determined Clark is independent under NYSE, SEC, and EOG bylaws; independence review considered all relevant relationships and found no material impairment (excluding the CEO) .
- Attendance & engagement: Board met 8 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, which Clark attended in full .
- Presiding director: Robert P. Daniels is the presiding independent director for executive sessions in 2024 and 2025 .
- Governance practices: Independent oversight structure; all key committees comprised solely of independent directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 | 2024–2025 term per Compensation Committee recommendation |
| Committee chair fee | $20,000 | Annual fee for chairs of Audit, Compensation, and Nominating Committees |
| Presiding director fee | $20,000 | Annual fee for presiding director (not Clark) |
| 2024 Fees Earned or Paid in Cash (Clark) | $110,000 | Reported in Director Compensation Table |
| All Other Compensation (Clark) | $100,000 | Charitable matching contributions; program available to directors |
Performance Compensation
| Grant Type | Grant Date | Units / Fair Value | Vesting | Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | May 28, 2024 | 1,589 RSUs; $199,976 | 100% after one year | Directors may defer RSUs/dividends into phantom stock under Deferral Plan |
Director equity program: RSUs valued at $200,000 annually (number of units set by closing price on grant date; example closing price $125.85 on May 28, 2024) .
Other Directorships & Interlocks
| Company | Relationship to EOG | Independence/Interlock Considerations |
|---|---|---|
| Texas Instruments | No disclosed EOG transactional tie | Board independence review considered director-affiliated entity relationships; determined not material for independence |
| Resources for the Future | Non‑profit | No conflicts disclosed |
| Prior boards (Dell, Exterran, GS BDC/MMC) | Historical roles | No current EOG conflicts disclosed; none noted in related party section |
Expertise & Qualifications
- Audit/finance expertise: Designated Audit Committee financial expert; extensive CFO background in public E&P companies .
- Governance/nomination leadership: Chair of Nominating, Governance and Sustainability Committee; oversight of governance guidelines and sustainability reporting .
- Industry experience: Senior roles across E&P and oilfield ecosystems; multi‑company board exposure .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 0 | As of March 15, 2025; Rule 13d‑3 basis |
| SARs exercisable by 5/14/2025 | 0 | As reported |
| Total Beneficial Ownership | 0 | As reported |
| RSUs, Performance Units, Phantom Shares | 43,857 | Units not “beneficially owned” under Rule 13d‑3 |
| Total Ownership (incl. RSUs/phantom) | 43,857 | As reported |
| Shares Outstanding (denominator) | 551,544,920 | As of March 15, 2025 |
| Approx. Total Ownership as % of Outstanding | ~0.008% | Derived from 43,857/551,544,920; RSUs/phantom not beneficial ownership |
- Pledging/hedging: Insider Trading Policy prohibits hedging and generally pledging; none of EOG’s Section 16 officers or directors has pledged EOG securities under the limited exception .
- Director ownership guidelines: Required to own EOG stock/phantom equal to 5× annual cash retainer; compliance due within five years from later of initial election or April 30, 2019; sale restrictions apply if not in compliance .
Governance Assessment
- Strengths: Independent director with robust attendance (100% of executive sessions), audit financial expert designation, and chairing the Nominating Committee; alignment reinforced by director RSU grants and ownership guidelines; anti‑hedging/anti‑pledging controls and clawback policy in place .
- Compensation structure: Balanced director pay mix (cash retainer, chair fees, annual RSUs); Clark’s 2024 pay totaled $409,976 (cash $110,000; equity $199,976; charitable match $100,000) .
- Shareholder signals: Say‑on‑Pay support ~95% in 2024 indicates investor confidence in compensation governance; advisory vote held annually .
- Conflicts/related party: No related‑party transactions disclosed for Clark; Board’s independence review found no material relationships impairing independence; no waivers of Code of Conduct for directors .
- Potential alignment consideration: Clark reports zero “beneficially owned” common shares; however, she holds 43,857 RSUs/phantom shares and is subject to director ownership guidelines (5× retainer) .
No RED FLAGS identified related to related‑party exposure, pledging/hedging, or committee interlocks; independence and engagement appear strong .