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EOG Resources Names Jeffrey Hibbard CFO for 2027

Future restricted stock and RSU grants will vest over three years, while performance-unit awards receive a revised negative-TSR adjustment.

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Form Type
8-K

Rhea-AI Filing Summary

EOG Resources, Inc. appointed Jeffrey W. Hibbard as Executive Vice President and Chief Financial Officer and principal financial officer, effective January 1, 2027, succeeding Ann D. Janssen. Janssen’s last day in those roles is December 31, 2026; beginning January 1, 2027, she will serve as an advisor to EOG.

Future restricted stock and RSU grants will vest ratably over three years, one-third per year, instead of vesting in full after three years. The change begins with grants effective September 25, 2026. For performance units, if total shareholder return over the three-year performance period is negative and the performance multiple, as adjusted for the Absolute ROCE Modifier, exceeds 100%, the portion above target will be reduced by 50%. This replaces the prior Negative TSR Cap provision; updated peer companies also apply to future grants.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
CFO transition effective date January 1, 2027 Hibbard succeeds Janssen as Executive Vice President and Chief Financial Officer and principal financial officer
New restricted-stock and RSU vesting period 3 years Future grants beginning September 25, 2026
Annual restricted-stock and RSU vesting one-third per year Ratable vesting schedule for future grants
Negative total shareholder return condition less than 0% Three-year performance period for performance units
Performance multiple target 100% The revised adjustment applies when the adjusted performance multiple exceeds target
Reduction to performance multiple above target 50% Applies under the stated negative-TSR condition
ratable (i.e., pro rata) vesting financial
"provide for ratable (i.e., pro rata) vesting over three years"
performance units financial
"grants of RSUs with performance-based conditions (performance units)"
Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.
total shareholder return (TSR) financial
"EOG’s total shareholder return (TSR) over the three-year performance period"
Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.
Absolute ROCE Modifier financial
"performance multiple (as adjusted for the “Absolute ROCE Modifier”)"
Negative TSR Cap financial
"replaces the “Negative TSR Cap” provision"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does EOG's CFO transition take effect?

Jeffrey W. Hibbard becomes EOG’s Executive Vice President and Chief Financial Officer and principal financial officer on January 1, 2027. Ann D. Janssen’s last day in those roles is December 31, 2026, and she will serve as an advisor beginning January 1, 2027.

How will EOG's future restricted stock and RSUs vest?

Future restricted stock and RSU grants will vest ratably over three years, with one-third vesting each year. The revised schedule begins with grants effective September 25, 2026; previous grants provided for full vesting three years after the grant date.

When will EOG file the updated award agreements?

The updated restricted-stock, RSU and performance-unit award agreements will be filed as exhibits to EOG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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EOG RESOURCES INC false 0000821189 0000821189 2026-09-22 2026-09-22
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2026 (September 22, 2026)

 

 

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-9743   47-0684736
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

1111 Bagby, Sky Lobby 2

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

713-651-7000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   EOG   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


EOG RESOURCES, INC.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c) On September 23, 2026, Ann D. Janssen informed the Board of Directors (Board) of EOG Resources, Inc. (EOG) of her decision to retire from EOG. In connection with Ms. Janssen’s transition toward retirement, her last day of service as EOG’s Executive Vice President and Chief Financial Officer and principal financial officer will be December 31, 2026. Beginning January 1, 2027, Ms. Janssen will be employed as an advisor to EOG.

Ms. Janssen, who joined a predecessor of EOG in 1995, has served as EOG’s Executive Vice President and Chief Financial Officer and principal financial officer since January 2024 and previously served as EOG’s Senior Vice President and Chief Accounting Officer from February 2018 through December 2023. Prior to that, Ms. Janssen held various finance and accounting leadership roles of increasing responsibility.

Also on September 23, 2026, the Board appointed Jeffrey W. Hibbard, 44, as EOG’s Executive Vice President and Chief Financial Officer and principal financial officer (replacing Ms. Janssen), in each case, effective January 1, 2027. Mr. Hibbard has served as EOG’s Senior Vice President, Finance since joining EOG in August 2025. Before joining EOG, Mr. Hibbard worked for Morgan Stanley for more than 20 years, in various investment banking roles of increasing responsibility, and most recently served as a Managing Director in Morgan Stanley’s Global Energy Group.

For additional information, see the press release issued by EOG on September 24, 2026, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

 

(e) On September 22, 2026, the Compensation and Human Resources Committee of the Board (Compensation Committee) approved certain amendments to EOG’s long-term incentive awards to executive officers and other employees.

Amended Vesting Schedule for Restricted Stock/RSU Grants. In order to enhance the recruiting and retention objectives of EOG’s compensation program and align EOG’s compensation practices with the compensation practices of EOG’s peer companies (with whom EOG competes for personnel), the Compensation Committee amended the vesting schedule for future grants of restricted stock and restricted stock units (RSUs) to provide for ratable (i.e., pro rata) vesting over three years (i.e., one-third per year). Previous grants of restricted stock and RSUs provided for “cliff” (i.e., 100%) vesting three years from the date of grant.

The amended vesting schedule will govern future grants of restricted stock and RSUs, beginning with the grants awarded by the Compensation Committee effective September 25, 2026.

The updated forms of award agreements for grants of restricted stock and RSUs, reflecting the amended vesting schedule and certain conforming changes to the termination provisions applicable to the grants, will be filed as exhibits to EOG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

Amendments to Form of Performance Units Award Agreement. Also on September 22, 2026, the Compensation Committee approved certain amendments to EOG’s form of award agreement for grants of RSUs with performance-based conditions (performance units), including an amendment to provide that, in the event EOG’s total shareholder return (TSR) over the three-year performance period is negative (i.e., less than 0%) and the performance multiple (as adjusted for the “Absolute ROCE Modifier”) exceeds target (i.e., 100%), the portion of the performance multiple that exceeds target shall be reduced by 50% (i.e., shall be halved) in determining the applicable performance multiple. Such provision replaces the “Negative TSR Cap” provision included in EOG’s previous form of award agreement.

In addition, the Compensation Committee approved updated peer companies for inclusion in the amended form of award agreement, which will govern future grants of performance units, beginning with the grants awarded by the Compensation Committee effective September 25, 2026.

The amended form of award agreement for grants of performance units, reflecting the above-described negative TSR modifier and the updated peer companies, will be filed as an exhibit to EOG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

 

 

2


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release of EOG Resources, Inc. dated September 24, 2026.
104    Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

3


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      EOG RESOURCES, INC.
(Registrant)
Date: September 24, 2026     By:  

/s/ Ann D. Janssen

      Ann D. Janssen
      Executive Vice President and Chief Financial Officer
      (Principal Financial Officer and Duly Authorized Officer)

 

4

Exhibit 99.1

 

LOGO

September 24, 2026

EOG Resources Announces Ann Janssen’s Retirement and Jeff Hibbard as Next CFO

HOUSTON – EOG Resources, Inc. (EOG) today announced that Ann D. Janssen has elected to retire from EOG. The Board of Directors has appointed Jeffrey W. “Jeff” Hibbard to succeed Janssen as Executive Vice President and Chief Financial Officer, effective January 1, 2027. Janssen will continue serving as an advisor to allow for the transition of her responsibilities prior to retirement in 2027.

“Throughout her career, Ann has led by example, setting the standard for capital discipline, financial integrity, and a rigorous approach to accounting and financial reporting,” said Ezra Y. Yacob, Chairman and Chief Executive Officer. “As CFO, Ann championed the flexibility, value, and competitive advantage provided by a pristine balance sheet cementing EOG’s financial foundation. I’m grateful for the incredible team Ann has built here at EOG and to retain her counsel as an advisor while she transitions to a well-deserved retirement.”

Ann Janssen has worked at EOG for more than 30 years after joining a predecessor company in 1995. She has served as EOG’s Executive Vice President and Chief Financial Officer since January 2024. She previously served as Senior Vice President and Chief Accounting Officer following several roles leading the accounting, financial reporting and planning, and treasury functions at EOG.

“Jeff has been an invaluable addition to our finance organization, and I’m excited about EOG’s future under his leadership,” said Yacob. “Jeff’s deep understanding of the business, developed over two decades serving the oil and gas industry, combined with the same commitment to capital discipline that Ann instilled, makes him the right choice to guide EOG’s financial strategy.”

Jeff Hibbard has served as EOG’s Senior Vice President, Finance since joining EOG in August 2025. Before joining EOG, Hibbard worked for Morgan Stanley for more than 20 years, in various investment banking roles of increasing responsibility, and most recently served as a Managing Director in Morgan Stanley’s Global Energy Group.

About EOG

EOG Resources, Inc. (NYSE: EOG) is one of the largest crude oil and natural gas exploration and production companies in the United States with proved reserves in the United States and Trinidad. To learn more visit www.eogresources.com.


Investor Contacts

Pearce Hammond 713-571-4684

Neel Panchal    713-571-4884

Shelby O’Connor 713-571-4560

Cameron Hughes 713-571-3724

Media Contact

Kimberly Ehmer  713-571-4676

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