Jeffrey Leitzell
EOG RESOURCESAbout Jeffrey Leitzell
Executive Vice President and Chief Operating Officer of EOG Resources since December 18, 2023; joined EOG in 2008 after early career engineering roles, and previously led Midland and multiple operating areas before joining the headquarters executive team . He holds a B.S. in Petroleum and Natural Gas Engineering from West Virginia University and had 15 years of service with EOG and 19 years of industry experience as of December 2023; he was age 44 at appointment to COO . Company performance under the 2024 scorecard included ROCE of 25.1%, $5.4B of free cash flow, 2nd among peers in TSR, and 1st in forward-year cash flow multiple, alongside strong safety and environmental outcomes, which drove NEO bonuses of 145% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EOG Resources | EVP, COO | Dec 2023 – Present | Company-wide operations leadership; continuity from prior E&P leadership |
| EOG Resources | EVP, Exploration & Production | May 2021 – Dec 2023 | Responsible for San Antonio, Corpus Christi and Oklahoma City operating areas |
| EOG Resources | VP & GM, Midland | Dec 2017 – May 2021 | Led Midland asset; improved well performance and cost control |
| EOG Resources | Operations Manager, Midland | 2015 – 2017 | Oversaw operations execution and efficiency |
| EOG Resources | Completions Engineer and progressing engineering roles | 2008 – 2015 | Early technical roles across multiple EOG offices |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $615,000 | $660,000 |
| Target Bonus (% of base) | 100% (effective 1/1/2024) | 100% |
| Actual Bonus Paid ($) | $775,000 (for 2023 performance) | $957,000 (145% performance factor) |
Performance Compensation
| Metric | Weight | Target | Actual | Assessment |
|---|---|---|---|---|
| All-in after-tax rate of return* | 15% | ≥20% at $40 WTI / $2.50 HH | 17.4% all-in; 45% direct after-tax | Slight miss all-in; exceeded direct |
| ROCE* | 15% | ≥20% | 25.1% (non-GAAP) | Exceeded |
| Free Cash Flow* (pre-dividends) | 10% | $4.5B | $5.4B | Significantly exceeded |
| Unit costs (DD&A, controllable cash, capital efficiency, finding cost) | 10% | Specified thresholds | Mixed: exceeded capital efficiency/controllable cash; missed DD&A/finding cost | Overall achieved |
| Well cost and quality | 7.5% | Cost ↓; EUR/ft ↑; 75% premium wells | Cost ↓ surpassed; EUR/ft missed; 75% premium achieved | Overall achieved |
| TSR vs peers and forward-year cash flow multiple | 7.5% | ≥ median | 2nd in TSR; 1st in cash flow multiple | Significantly exceeded |
| Safety goal (TRIR ≤0.46; severity ≤5.3; leadership training) | 7.5% | Specified thresholds | Surpassed targets (prelim.) | Significantly exceeded |
| Environmental goals (spill rate, recovery, methane %, GHG & flaring intensity, 99.9% capture) | 7.5% | Specified thresholds | Attained/surpassed (prelim.) | Exceeded |
| Operational & organizational execution | 20% | Multiple goals | Exceeded (free cash flow, premium inventory >10 years, >50k premium acres, leading realizations) | Exceeded |
Long-term incentives (2024 grants):
- Design: Performance Units (60%) with 3-year “cliff” vest; payout based on relative TSR vs a peer set and S&P 500, adjusted by absolute ROCE modifier (-70% to +70%), and capped at 100% if absolute TSR is negative; Restricted Stock/RSUs (40%) with 3-year “cliff” vest .
- 2024 Grant — September 27, 2024:
- Performance Units: 19,601 units (target value $2.4M); grant-date accounting value $130.5945 per unit; vest Feb 28, 2028 (performance period Jan 2025–Dec 2027) .
- Restricted Stock/RSUs: 13,067 shares (target value $1.6M); vest Sep 27, 2027 .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Shares Beneficially Owned | 51,150 |
| SARs exercisable by 5/14/2025 | 7,031 |
| Total Beneficial Ownership | 58,181 |
| RSUs, Performance Units, Phantom Shares (not “beneficially owned”) | 41,862 |
| Total Ownership (beneficial + unvested/phantom) | 100,043 |
| Ownership as % of shares outstanding | ~0.0105% (58,181 / 551,544,920) |
Unvested equity detail (as of 12/31/2024):
- Restricted Stock/RSUs unvested: 27,519; market value $3,373,279 at $122.58 .
- Performance Units unvested (assuming 100% multiple for table disclosure): 51,667; payout value $6,333,341 at $122.58 .
Stock Appreciation Rights (options-equivalent):
- 8,190 SARs @ $127.00 exp. 09/27/2025; 8,640 @ $75.09 exp. 09/26/2026; 8,640 @ $37.44 exp. 09/28/2027; 6,362 @ $81.81 exp. 09/27/2028 .
Ownership policies and practices:
- Stock ownership guideline for EVPs: 4x base salary; all NEOs currently satisfy the revised multiples .
- Anti-hedging and pledging: Directors and Section 16 officers prohibited from hedging and generally from pledging; very limited exception requires prior approval and pledged shares excluded from guideline compliance; none of the Section 16 officers or directors have pledged EOG stock .
- Clawback: Dodd-Frank-compliant policy adopted Oct 2023 requiring recovery of erroneously awarded incentive compensation upon restatement .
- Deferral plan: 2024 executive contributions $520,289; registrant contributions $98,412; aggregate earnings $140,153; year-end balance $2,249,341; phantom stock account held 577 shares valued $70,846 .
Vesting Schedules and Potential Insider Selling Pressure
| Instrument | Vest Date(s) | Shares/Units |
|---|---|---|
| Restricted Stock (Leitzell) | Sep 29, 2025 | 5,665 |
| Restricted Stock (Leitzell) | Sep 15, 2026 | 4,841 |
| Restricted Stock (Dec 2023 grant) | Dec 18, 2026 | 3,946 |
| RSUs (Sep 27, 2024 grant) | Sep 27, 2027 | 13,067 |
| Performance Units (Sep 27, 2021) | Vested Feb 28, 2025; additional 2,596 units credited at 125% multiple | 10,387 vested; +2,596 credited |
| Performance Units (Jan 2023–Dec 2025 period) | Feb 28, 2026 | 8,497 (subject to performance multiple) |
| Performance Units (Jan 2024–Dec 2026 period) | Feb 28, 2027 | 13,182 (subject to performance multiple) |
| Performance Units (Jan 2025–Dec 2027 period) | Feb 28, 2028 | 19,601 (subject to performance multiple) |
Employment Terms
- No employment agreements; executives serve at Board discretion .
- Severance Pay Plan (non-CoC): Involuntary termination due to business circumstances/reorg yields up to 26 weeks base salary doubled upon waiver, capped at 52 weeks; performance-related terminations capped at 6 weeks, doubled upon waiver; no severance for voluntary, disability or death .
- Change of Control (double trigger): If terminated without cause or for “good reason” within 2 years post-CoC, benefits include 2.99x base salary plus 2x target bonus, 3 years of retirement/matching contributions assumptions, up to 3 years medical/dental subsidy, unused vacation, and up to $50,000 outplacement; “best-of-net” excise tax treatment, no gross-ups .
- Equity treatment on termination/CoC: Detailed vesting/forfeiture rules by event, including continued/accelerated vesting, use of certified performance multiples, and 409A timing; negative TSR cap applies to performance awards; RSUs and performance units generally release on original vest dates for retirement scenarios after September 2023 grants .
Potential payments estimate (as of 12/31/2024):
| Scenario | Cash Severance | Performance Units | Restricted Stock | Health Benefits | Unused Vacation | All Other | Total |
|---|---|---|---|---|---|---|---|
| Voluntary termination | $0 | $0 | $0 | $0 | $11,740 | $0 | $11,740 |
| Disability/Death | $0 | $6,333,341 | $3,373,279 | $0 | $11,740 | $0 | $9,718,360 |
| Involuntary (not for cause) | $660,000 | $2,493,768 | $813,563 | $0 | $11,740 | $0 | $3,979,071 |
| Change of Control (double trigger) | $4,068,400 | $6,333,341 | $3,373,279 | $25,964 | $11,740 | $186,500 | $13,999,224 |
Notes:
- CoC cash computed per agreement: 2.99x base salary plus 2x target bonus plus retention bonus equal to the most recent annual bonus; base salary $660,000; target bonus $660,000; retention bonus $775,000 (award in 2024 for 2023 performance) .
- Involuntary (not for cause) vesting includes 33% tranches per whole year since grant, subject to actual certified performance multiples on performance units .
Director/Committee Governance and Say-on-Pay (Program Context)
- Compensation program best practices include majority performance-based pay, structured annual bonus with quantitative metrics now at 80% weighting, relative TSR and ROCE-linked performance units with a 200% cap and a negative TSR cap, clawback, no single-trigger equity vesting and no excise tax gross-ups .
- 2024 Say-on-Pay support ~95% “For” at the 2024 annual meeting, following quantitative weighting increase to 80% based on stockholder feedback .
Investment Implications
- Strong pay-for-performance alignment: CO’s target bonus 100% and LTI dominated by performance units tied to relative TSR and ROCE with a negative TSR cap mitigate windfall risk and reward genuine value creation .
- Upcoming vesting dates may create mechanical selling pressure windows: RS vestings in late Sep 2025, 2026, 2027 and performance unit “cliff” releases late Feb 2026–2028; track Form 4s around these dates and monitor SAR expirations in 2025–2028 for potential exercises .
- Alignment and risk controls: EVP 4x salary stock ownership guideline satisfied, no pledging by Section 16 officers, Dodd-Frank-compliant clawback, minimal perquisites, and no employment contracts reduce governance risk and adverse optics .
- Retention risk appears controlled: Competitive base, 145% bonus payout on rigorous scorecard, and sizable unvested equity with defined retirement vesting rules plus double-trigger CoC economics support retention but create meaningful opportunity cost of departure .