Michael Kerr
EOG RESOURCESAbout Michael Kerr
Michael T. Kerr, age 65, has served as an independent director of EOG Resources since 2020. He retired from Capital Group on October 1, 2020 after 36 years in investment management (35 years with Capital Group) where he was an equity portfolio manager and an analyst covering global oil and gas; earlier, he worked as an exploration geophysicist at Cities Service Company, giving him deep sector domain knowledge . The Board has affirmatively determined Kerr is independent under NYSE, SEC and EOG bylaw standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Group | Equity Portfolio Manager; Equity Investment Analyst covering global oil & gas | 35 years (retired Oct 1, 2020) | Led multi-fund management; deep energy coverage expertise |
| Cities Service Company | Exploration Geophysicist | Not disclosed | Technical subsurface experience relevant to E&P oversight |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kerry Group plc (Ireland) | Director | Since 2021 | Audit; Remuneration; Governance & Nomination |
Board Governance
- Committees: Audit (member; designated “audit committee financial expert”), Compensation & Human Resources (member), Nominating, Governance & Sustainability (member) .
- Chair roles: None (Audit Chair: C. Christopher Gaut; Compensation Chair: Julie J. Robertson; Nominating Chair: Janet F. Clark) .
- Independence: Board determined Kerr is independent; eight of nine current directors independent (CEO not independent) .
- Attendance & engagement:
- Board met 8 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended 2024 annual meeting .
- Non-employee directors held 8 executive sessions in 2024; Kerr attended all; presiding director is Robert P. Daniels .
- Board refreshment: Kerr appointed in 2020; average tenure of nominees will be 8.3 years as of May 21, 2025 .
- Evaluation and oversight: Annual Board and committee self-evaluations; robust risk oversight through Audit, Compensation, and Nominating committees .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer; no meeting fees disclosed |
| Committee chair fee | $0 | Committee chair fees are $20,000, but Kerr is not a chair |
| Presiding director fee | $0 | Presiding director fee $20,000; Kerr is not presiding director |
| RSU grant (value) | $199,976 | 1,589 RSUs granted May 28, 2024; one-year vest |
| All other compensation | $100,000 | Charitable matching contributions; program caps generally up to $100,000 per director |
| Total | $399,976 | — |
Director equity grant details:
| Grant Date | Units | Grant-Date Price | Vesting |
|---|---|---|---|
| May 28, 2024 | 1,589 RSUs | $125.85/share | 100% after one year (deferrable into phantom stock) |
Stock ownership guideline (directors): Required ownership equal to 5x annual cash retainer; compliance within five years of initial election or April 30, 2019; sales restrictions apply until compliant .
Performance Compensation
| Performance-Conditioned Awards | Terms |
|---|---|
| None disclosed for directors | Director equity is time-based RSUs; no performance metrics or PSU awards for non-employee directors |
Other Directorships & Interlocks
| Company | Sector Tie to EOG | Potential Interlock/Conflict |
|---|---|---|
| Kerry Group plc | Food ingredients; unrelated to E&P | No EOG customer/supplier/competitor overlap indicated; committee service at Kerry noted above |
No compensation committee interlocks involving Kerr were reported; none of EOG’s executive officers served on another entity’s compensation committee where that entity’s executive served on EOG’s Board/Compensation Committee during 2024 .
Expertise & Qualifications
- Audit committee financial expert designation (accounting or related financial management expertise) .
- 36 years of investment experience, including portfolio management and global oil & gas coverage at Capital Group; prior geophysics work enhances technical oversight of reserves and operations .
- Active on governance, audit, and remuneration committees at an external public company (Kerry Group), signaling cross-industry governance breadth .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 168,250 | Direct/indirect shares; includes certain near-term vesting units per table definition |
| SARs exercisable by 5/14/2025 | 0 | — |
| RSUs/Performance Units/Phantom Shares (unvested/non-beneficial) | 17,302 | Non-voting until vest/release |
| Total Ownership | 185,552 | Sum of beneficial and non-beneficial per table |
| Ownership as % of shares outstanding | ~0.03% | 168,250 / 551,544,920 shares outstanding as of March 15, 2025 |
| Pledging/Hedging | Prohibited; no director pledges under limited exception reported | Insider Trading Policy prohibits hedging and pledging (with narrow exceptions); none of directors or Section 16 officers has pledged EOG securities under the exception |
Governance Assessment
- Strengths:
- Independence and full executive session attendance support robust oversight; Kerr sits on Audit, Compensation, and Nominating committees, providing comprehensive governance coverage .
- Audit financial expert designation bolsters audit quality and reserves oversight; Audit Committee recommended inclusion of 2024 audited financials after PCAOB/SEC-required discussions .
- Director pay structure is balanced (cash + time-based RSUs), with stock ownership guidelines (5x retainer) enhancing alignment; RSU grants are modest and standardized across directors .
- Strong overall shareholder support for Say-on-Pay (≈95% “For” in 2024), indicating investor confidence in compensation governance .
- Risks/Considerations:
- Combined Chair/CEO structure persists; however, EOG employs an independent presiding director, majority-independent board, and quarterly executive sessions to counterbalance .
- Charitable matching contributions (up to $100,000) are standard policy; not a conflict but adds “other compensation” to director totals; transparency maintained in proxy .
- RED FLAGS:
- None disclosed for Kerr related to related-party transactions, hedging/pledging, attendance shortfalls, or pay anomalies. Related-party disclosure in 2024 concerned a different executive’s family employment and was reviewed and approved by the Audit Committee; no issues involving Kerr were noted .
Overall, Kerr’s mix of investment acumen, energy sector familiarity, and audit expertise, paired with independent status and strong attendance, supports board effectiveness and investor confidence. The director compensation framework and ownership guidelines further reinforce alignment, with no Kerr-specific conflicts disclosed .