Michael Donaldson
EOG RESOURCESAbout Michael Donaldson
Michael P. Donaldson is Executive Vice President, General Counsel and Corporate Secretary of EOG Resources and is one of the company’s Named Executive Officers (NEOs) in the latest proxy. He served as Corporate Secretary in EOG’s 2025 and 2024 proxies and has signed corporate instruments and 8-Ks as EVP/GC/Corporate Secretary dating back to at least 2017, evidencing long-tenured legal and governance leadership at EOG . In 2024, EOG delivered adjusted net income of $6.6B, ROCE of 25%, and $5.4B of free cash flow, with the Compensation Committee awarding 2024 bonuses at 145% of target to NEOs based on a largely quantitative scorecard; 2024 Say‑on‑Pay support was ~95% .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| EOG Resources, Inc. | EVP, General Counsel & Corporate Secretary | 2017 – present (at least) | Officer signatory on charter amendment; officer’s certificate for debt issuance; signed EOG 8‑K; Corporate Secretary in 2024–2025 proxies |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $691,154 | $728,846 | $760,385 |
| Target Annual Bonus (% of Base) | 90% | 90% | 90% |
| Performance Factor (Bonus) | 145% | 140% | 145% |
| Actual Annual Bonus ($) | $907,000 | $926,100 | $998,325 |
Notes: 2024 base salary at 12/31/2024 was $765,000; table shows Summary Compensation Table salary actually paid in 2024 .
Performance Compensation
Annual Bonus – 2024 Company Scorecard (applies to NEOs’ bonuses)
| Goal | Weight | Result | Committee Assessment |
|---|---|---|---|
| All-in after-tax ROR vs “premium” deck | 15% | 17.4% all-in; 45% direct after-tax ROR | Slight miss on all-in, exceeded direct ROR |
| ROCE | 15% | 25.1% | Exceeded |
| Free Cash Flow before dividends | 10% | $5.4B | Significantly exceeded |
| Unit costs (F&D, cap eff., DD&A, controllable cash costs) | 10% | Mixed; overall achieved | Achieved |
| Well cost/quality | 7.5% | Mixed; overall achieved | Achieved |
| TSR and forward-year cash flow multiple vs peers | 7.5% | 2nd TSR; 1st cash flow multiple | Significantly exceeded |
| Safety metrics | 7.5% | Surpassed targets | Significantly exceeded |
| Environmental metrics | 7.5% | Attained/surpassed | Exceeded |
| Operational/organizational execution | 20% | Executed plan | Overall exceeded |
Result: The Compensation Committee applied a 145% performance factor to NEOs’ bonuses for 2024 .
Long-Term Incentives – 2024 Grants (grant date 9/27/2024)
| Component | Target Grant Value | Instrument | Units Granted | Grant-date Fair Value |
|---|---|---|---|---|
| Performance Units (60%) | $1,800,000 | PSUs (relative TSR vs peer group with ROCE modifier; capped at 100% if absolute TSR negative) | 14,701 | $1,919,870 |
| Restricted Stock/RSUs (40%) | $1,200,000 | RSUs (3-year cliff vest) | 9,800 | $1,199,912 |
Key design features: Relative TSR vs updated 2024 Performance Peer Group (expanded across E&P/integrated plus S&P 500), ROCE modifier −70% to +70%, negative absolute TSR cap at 100%, three-year cliff vest with vest on Feb 28 following period end .
Equity Ownership & Alignment
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Stock Ownership (as of 3/15/2025):
- Shares Beneficially Owned: 86,320; Total Beneficial Ownership: 86,320; RSUs/PSUs/Phantom (not counted as beneficial): 93,666; Total Ownership: 179,986 .
- None of EOG’s directors or NEOs beneficially owned >1% of shares outstanding; all directors and executive officers as a group owned ~0.1% beneficial and ~0.2% total .
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Unvested Equity and Vesting Schedules (as of 12/31/2024):
- RSUs unvested: 28,764 ($3,525,891 market value at $122.58) .
- Scheduled RSU vesting: 10,225 on 9/29/2025; 8,739 on 9/15/2026; 9,800 on 9/27/2027 .
- Performance Units unvested: 64,227 (assumes 100% performance) ($7,872,946) .
- Scheduled PSU vesting (subject to performance): 15,933 on 2/28/2026; 13,617 on 2/28/2027; 14,701 on 2/28/2028; 19,976 vested on 2/28/2025 from prior cycle .
- No outstanding SARs/options for Donaldson in 2024 outstanding table .
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Ownership guidelines and pledging/hedging:
- Executive Vice Presidents must hold stock equal to 4x base salary; unvested PSUs don’t count; each NEO satisfies the revised guidelines as of Dec 2024 .
- Anti-hedging policy; Section 16 officers and directors prohibited from pledging EOG stock except by limited pre-approved exception; none of the Section 16 officers or directors has pledged EOG securities under this exception .
Employment Terms
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No employment agreements; all NEOs serve at Board’s discretion .
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Severance Pay Plan (non‑CIC): up to 26 weeks of base salary (or 52 weeks with signed release) depending on reason/tenure and base pay; no severance on voluntary termination/death/disability; cause generally ineligible .
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Change-in-Control (double-trigger) agreements:
- If terminated without cause or resigns for good reason within two years post‑CIC: severance equal to 2.99x base salary plus 2x target bonus; continuation-type retirement contributions for 3 years; up to 3 years of medical/dental subsidy; outplacement up to $50,000; “best‑of‑net” approach for 280G/4999 (no gross‑ups) .
- Equity treatment on qualifying CIC termination: PSUs vest based on performance (using measurement through the 30-day period before CIC if before performance period end, or certified multiple if after); RSUs vest; RSU and PSU releases observe 409A six‑month delay where applicable .
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Retirement and other termination equity treatment:
- Retirement at/after age 62 (5+ years service): continued vesting on original vest date; non‑compete through original vest date required (policy tightened for awards after Sept 2023; 12‑month minimum service requirement for certain awards) .
- Company‑approved early retirement and certain involuntary terminations: pro‑rata vesting by years elapsed; non‑compete required for early retirement; details vary by grant cohort .
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Clawback: Dodd‑Frank compliant recovery policy for erroneously awarded incentive compensation received on/after Oct 2, 2023 in the event of a restatement .
Multi‑Year Compensation (Summary Compensation Table)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $691,154 | $728,846 | $760,385 |
| Stock Awards ($) | $3,216,288 | $3,148,795 | $3,119,782 |
| Non‑Equity Incentive Plan Comp ($) | $907,000 | $926,100 | $998,325 |
| All Other Compensation ($) | $292,374 | $293,771 | $287,345 |
| Total ($) | $5,106,816 | $5,097,512 | $5,165,837 |
Performance & Track Record (Context for Incentives)
- 2024 outcomes used in pay decisions: adjusted net income $6.6B; ROCE 25%; $5.4B free cash flow; 98% of FCF returned via dividends and $3.2B buybacks; safety and environmental targets met/exceeded; 2021 PSU cycle certified at 125% payout (Feb 6, 2025) .
- 2023 outcomes: adjusted net income $6.8B; ROCE 28%; >$5.1B FCF; two special dividends and buybacks; strengthened balance sheet; 2023 bonuses at 140% of target .
- Program features emphasize relative TSR vs peers and absolute ROCE, with negative TSR cap on PSU payouts; strong Say‑on‑Pay support in 2024 (~95%) and 2023 (~92%) .
Compensation Structure Analysis
- Pay mix: Majority at‑risk via LTI (PSUs/RSUs) with three‑year horizons; shift away from options/SARs (no 2024 grants), lowers leverage but tightens alignment to TSR/ROCE .
- Quant weighting increase: Quantitative metrics raised to 80% of annual bonus for 2024 (from 70% in 2023), strengthening pay‑for‑performance .
- Retention features: Post‑2023 grants emphasize continued vesting on original dates with non‑compete requirements; multiple future vest dates (2025–2028) create staggered retention hooks .
- Governance guardrails: Double‑trigger CIC; no excise tax gross‑ups; robust clawback; anti‑hedging/pledging; enhanced stock ownership guidelines (EVP: 4x salary) with compliance affirmed .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial shares | 86,320 (no SARs exercisable by 5/14/2025) |
| RSUs/PSUs/phantom (not “beneficial”) | 93,666 |
| Total ownership (beneficial + RSUs/PSUs/phantom) | 179,986 |
| Ownership guidelines | EVP: 4x base salary; NEOs meet guidelines; PSUs excluded from counting |
| Pledging/Hedging | Prohibited; limited exception requires approval; none pledged by Section 16 officers/directors |
Employment Terms (Severance/CIC) Summary
- Severance Pay Plan (non‑CIC): up to 26 weeks (or 52 weeks with release) based on service and salary; no severance on voluntary/death/disability; cause ineligible .
- CIC (double‑trigger): 2.99x salary + 2x target bonus; retirements contributions credited for 3 years; up to 3 years medical/dental subsidy; $50k outplacement; “best‑of‑net” 280G/4999 .
- Equity on retirement/termination: Continued vesting subject to original vest dates and non‑compete for retirements; pro‑rata rules for early retirement/involuntary not for cause; PSU outcomes based on certified performance; 409A six‑month delay where applicable .
Investment Implications
- Alignment: High at‑risk mix, PSU design tied to relative TSR and absolute ROCE with negative TSR cap, and stringent stock ownership guidelines indicate strong alignment of Donaldson’s incentives with shareholder returns and capital efficiency .
- Retention risk/overhang: Multiple scheduled RSU and PSU vestings through 2028 (e.g., RSUs in 2025/2026/2027; PSUs in 2026/2027/2028) create staggered retention hooks but also potential periodic selling windows around vest dates; insider policy/blackouts partly mitigate timing risk .
- Governance quality: Double‑trigger CIC without gross‑ups, robust clawback, anti‑hedging/pledging, and rising quantitative bonus weight reduce headline risk; strong Say‑on‑Pay votes (~95% in 2024) suggest investor support .
- Near‑term catalyst: February 2025 PSU vesting from 2021 awards (125% multiple) flowed to NEOs, including Donaldson; additional PSU tranches scheduled annually thereafter, aligning incentives with multi‑year TSR/ROCE delivery .