Lynn Dugle
EOG RESOURCESAbout Lynn A. Dugle
Independent director at EOG Resources since 2023; age 65 as of February 28, 2025. More than 30 years of executive leadership in defense, intelligence, and high-tech, including CEO/Chair/President of Engility (2016–2019) and senior roles at Raytheon (VP, Engineering/Technology/Quality; President, Intelligence, Information & Services); earlier officer roles at ADC Telecommunications and manufacturing engineer at Texas Instruments. Currently serves on public boards at Micron Technology, KBR, and TE Connectivity with cybersecurity and governance committee roles; prior service includes State Street Bank and Trust Company and other advisory/director positions. Education not disclosed in EOG’s proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Engility Holdings, Inc. | Chief Executive Officer; Chairman; President | 2016–2019 | Led strategy until company sale; public company leadership |
| Raytheon Company | VP Engineering, Technology & Quality; President, Intelligence, Information & Services | ~2004–2016 | Senior leadership in defense/IT services |
| ADC Telecommunications, Inc. | International and officer-level positions | Pre-2004 | Global operations experience |
| Texas Instruments Incorporated | Manufacturing Engineer | Early career | Technical/engineering foundation |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| Micron Technology, Inc. | Director | 2020 | Governance & Sustainability; Security Committees |
| KBR, Inc. | Director | 2020 | Chair, Nominating & Corporate Governance; Member, Compensation; Cybersecurity Committees |
| TE Connectivity Ltd. | Director | 2020 | Audit Committee; Co-Chair, Joint Committee on Cybersecurity |
| State Street Bank & Trust Company (prior) | Director (prior) | n/a | Chair, Technology, Operations & Cyber; Audit Committee member |
| First Light Acquisition Group Inc. (prior) | Advisor Partner | n/a | Advisory role |
| Avantus Federal (prior) | Director (prior to 2022 sale) | n/a | Board service until sale |
Board Governance
- Committee assignments: Audit; Compensation & Human Resources; Nominating, Governance & Sustainability—each comprised solely of independent directors; Audit met 8x in 2024; Compensation 5x; Nominating 4x. Chairs: Audit (C. Christopher Gaut), Compensation (Julie J. Robertson), Nominating (Janet Clark); Dugle is a member, not a chair.
- Independence: Board affirmed Dugle meets NYSE/SEC/bylaw independence; only CEO Yacob is non-independent.
- Attendance: Board held 8 meetings in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting. Non-employee directors held 8 executive sessions; Dugle attended each.
- Board size/tenure: Nine directors currently; after Textor retirement, eight. Average director tenure 8.3 years at May 21, 2025.
- Director orientation/education: Formal orientation and ongoing continuing education; reimbursement for reasonable external education expenses.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer; deferrable via Deferral Plan |
| RSU grant (value) | $199,976 | 1,589 RSUs granted May 28, 2024 at $125.85; vests 100% after one year; deferrable into phantom stock account |
| Committee chair fee | $0 | Chairs receive $20,000; Dugle not a chair at EOG |
| Presiding director fee | $0 | $20,000 applies to presiding director; Dugle not presiding director |
| All other compensation | $100,000 | Charitable matching contribution per program |
| Total | $399,976 | Cash + equity + matching |
- Director ownership guidelines: 5× annual cash retainer; five-year compliance window from later of initial election or April 30, 2019; if not compliant, sell ≤35% of RSU vest shares for taxes and hold remainder.
Performance Compensation
| Feature | Status |
|---|---|
| Performance-linked metrics | None for director RSUs; director RSUs are time-based (one-year cliff) per 2021 Stock Plan. |
Other Directorships & Interlocks
- Other public company boards: Micron, KBR, TE Connectivity—within EOG guideline of ≤4 other public boards for non-employee directors.
- Interlocks/conflicts: Board reviewed business relationships with entities where directors are affiliated; determined no material relationships or conflicts impairing independence (applies to Dugle).
- Related party transactions: Company policy requires Audit Committee review/approval; 2024 disclosure addressed an executive’s family employment, not related to Dugle.
Expertise & Qualifications
- Executive management and governance in complex, regulated industries; cybersecurity oversight across multiple boards (security committees and joint cybersecurity leadership).
- Financial literacy sufficient for Audit Committee service; EOG’s Audit Committee members are deemed financially literate per NYSE; audit committee financial experts designated, though Dugle is not specifically marked as the “financial expert.”
- International operations and government/regulatory exposure via Raytheon/Engility backgrounds.
Equity Ownership
| Ownership Detail (as of Mar 15, 2025) | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 0 | Under Rule 13d-3 definition |
| Stock-settled SARs exercisable by 5/14/2025 | 0 | n/a for Dugle |
| Restricted Stock Units / Performance Units / Phantom Shares (not “beneficially owned”) | 3,957 | Unvested units/phantom shares; not counted as “beneficial ownership” |
| Total ownership (beneficial + units/phantom) | 3,957 | Company’s “Total Ownership” presentation |
| Shares pledged as collateral | 0 (company-wide directors/Section 16 officers) | Pledging prohibited except limited pre-approved exceptions; none has pledged |
Insider Trades
| Date | Transaction | Shares | Price | Beneficially Owned After | Source |
|---|---|---|---|---|---|
| 2025-10-31 | Acquisition (A) | 39.16 | $105.84 | 5,989.56 |
Notes: Filed by attorney-in-fact; appears consistent with director RSU or dividend-related accruals.
Governance Assessment
- Board effectiveness: Broad committee coverage (Audit, Compensation, Nominating) with documented meeting cadence and robust evaluation/refresh processes; Dugle’s cybersecurity and complex systems experience adds risk oversight depth.
- Independence and conflicts: Affirmed independent; Board’s related-party review found no material conflicts involving Dugle; key committees are fully independent.
- Engagement and attendance: Participated in all eight non-employee executive sessions; at least 75% attendance at Board/committee meetings; attended annual meeting—signals active engagement.
- Compensation alignment: Director pay structure combines cash retainer and time-based RSUs; strong ownership guideline (5× retainer) and deferral options support alignment; no performance-linked director equity reduces potential pay risk complexity.
- Corporate pay/governance signals: 2024 say‑on‑pay approval ~95% and use of independent consultant (Meridian) indicate shareholder support and committee independence; clawback and anti‑hedging/pledging policies strengthen governance posture.
RED FLAGS
- None disclosed for Dugle on attendance, related-party transactions, hedging/pledging, or pay anomalies. She holds three other public company directorships, within EOG’s limit (≤4), but multi-board workload should be monitored for time-commitment risk.