UNITED STATES | |||||||||||
SECURITIES AND EXCHANGE COMMISSION | |||||||||||
Washington, D.C. 20549 | |||||||||||
SCHEDULE 14A | |||||||||||
Proxy Statement Pursuant to Section 14(a) of | |||||||||||
the Securities Exchange Act of 1934 (Amendment No. ) | |||||||||||
Filed by the Registrant ☒ | |||||||||||
Filed by a Party other than the Registrant ☐ | |||||||||||
Check the appropriate box: | |||||||||||
☐ | Preliminary Proxy Statement | ||||||||||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||||||||
☒ | Definitive Proxy Statement | ||||||||||
☐ | Definitive Additional Materials | ||||||||||
☐ | Soliciting Material under §240.14a-12 | ||||||||||
Marathon Oil Corporation | |||||||||||
(Name of Registrant as Specified In Its Charter) | |||||||||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||||||||||
Payment of Filing Fee (Check all boxes that apply): | |||||||||||
☒ | No fee required | ||||||||||
☐ | Fee paid previously with preliminary materials | ||||||||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
LETTER TO STOCKHOLDERS | |||||||||||
April Dear Marathon Oil Corporation Stockholder, | ||||||||||||||||||||
In 2023, Marathon Oil again executed on every dimension of our Framework for | ||||||||||||||||||||
Our proven strategy to prioritize free cash flow generation via disciplined reinvestment enabled us to return $1.7 billion of capital to our equity holders, or 41% of our adjusted cash flow from operations, fully consistent with our differentiated Return of Capital Framework that prioritizes our stockholders as the first call on capital. More specifically, we executed $1.5 billion of share repurchases in 2023, which led to a 9% reduction in outstanding share count. Since resuming our share repurchase program in October 2021, we have reduced our outstanding share count by more than 27%, driving peer-leading growth In addition to leading our sector in returning capital to stockholders, we also reduced our gross debt by $500 million in 2023, further improving our already investment-grade balance sheet. As we continued to advance our strategic objectives, our dedication to delivering results safely and responsibly remained a top priority. We achieved a significant milestone—a record-low Total Recordable Incident Rate (TRIR) of 0.21 for our employees and contractors. Our remarkable environmental performance for the year also reflected our commitment to operational excellence. We reached our 2025 greenhouse gas (GHG) intensity reduction goal of 50%1 two years ahead of schedule. Furthermore, we improved our total gas capture rate to 99.5%, consistent with our journey of continuous improvement and our commitment to the World Bank's Zero Routine Flaring initiative by 2030. These achievements are emblematic of our execution excellence, founded in our strong financial position, high-quality assets and the unwavering dedication of our more than 1,600 employees. We are proud to have led our industry peers in the metrics that matter most and The world needs affordable and secure energy, and we We believe the combination of our consistent, disciplined strategy, our differentiated execution, our high-quality U.S. multi-basin portfolio and our unique E.G. integrated gas business positions us to compete not only at the top of our energy peer group but with the very best companies in the S&P 500. To conclude, we would like to | ||||||||||||||||||||
On April Your vote is very important. Whether or not you plan to attend the meeting, on behalf of the entire Board, we encourage you to vote promptly so that your shares will be represented and properly voted at the meeting. | ||||||||||||||||||||
Sincerely, | |||||||||||||||||
Lee M. Tillman | |||||||||||||||||
Chairman, President and Chief Executive Officer | Marcela E. Donadio Independent Lead Director | ||||||||||||||||
__________________________ |
NOTICE OF THE MEETING OF STOCKHOLDERS | ||||||||
TIME AND DATE: | PLACE: | RECORD DATE: | ||||||
Wednesday, May 8:00 a.m. Central Time | One MRO, Level 6 Auditorium 990 Town & Country Blvd., Houston, TX 77024 | March |
AGENDA | |||||
At the | |||||
ITEM 1: Elect 8 directors to serve until the | |||||
þ | Your Board recommends a vote FOR the election of each director nominee. | ||||
ITEM 2: Ratify the selection of PricewaterhouseCoopers LLP as our independent auditor for | |||||
þ | Your Board recommends a vote FOR Proposal 2. | ||||
ITEM 3: Approve on an advisory basis our | |||||
þ | Your Board recommends a vote FOR Proposal 3. | ||||
ITEM 4: | |||||
þ | Your Board recommends a vote |
ONLINE | TELEPHONE | IN PERSON | |||||||||
Visit www.proxyvote.com or scan the QR code on your Notice or proxy card with a smart phone. You will need the 16-digit number included in your Notice, proxy card or voting instructions. | Only if you received a proxy card by mail, you may send your completed and signed proxy card in the envelope provided. | You may vote in person at the Annual Meeting in certain circumstances outlined in the Q&A section of this proxy. |
PROXY STATEMENT |
PROXY OVERVIEW | ||||||||
Insider Trading/Hedging Policy | ||||||||
ABOUT MARATHON OIL CORPORATION |
Committed to our Framework | Corporate Returns | Disciplined reinvestment in strongest rate-of-return opportunities | ||||||||||||
Free Cash Flow | Sustainable free cash flow across wide range of commodity prices | |||||||||||||
Return of Capital | Return meaningful capital to investors | |||||||||||||
Differentiated Execution | Continuously improve performance, reduce costs and deliver on commitments | |||||||||||||
Powered by our Foundation | Multi-Basin Portfolio | Capital allocation flexibility, broad market access, supplier diversification, rapid sharing of best practices, platform for talent development | ||||||||||||
Balance Sheet Strength | Continue improving investment grade balance sheet; maintain financial strength and flexibility to execute business plan | |||||||||||||
ESG Excellence | Safety first, responsibly meeting global energy demand with strong environmental performance, trusted partner to local communities, best-in-class governance |
COMPREHENSIVE DELIVERY IN |
FOCUS ON ESG |
Marathon Oil Another year of comprehensive ESG delivery | ||||||||
Meeting the world’s energy needs while prioritizing | ||||||||
Safety | •Achieved record low annual •Safety performance for employees and contractors remains integrated in executive and employee compensation | |||||||
Environmental | • •Continued driving reductions to methane intensity4 • –GHG intensity3 goals for 2023, 2025 (50%* reduction), and 2030 (70%* reduction) –Methane intensity4 goals for 2025 (60%* reduction) and 2030 (80%* reduction) –World Bank Zero Routine Flaring by 2030 commitment | |||||||
Social | •PublishedEqual Opportunity & Employment (EEO-1) data •Supported E.G. Malaria Elimination Project, partnered with National Fish & Wildlife Foundation on grassland restoration projects in Bakken, awarded grants to teachers through Unconventional Thinking in Teaching program, supported My Home Library program with Barbara Bush Houston Literacy Foundation | |||||||
Governance | •Enhanced board of director oversight through focus on refreshment, independence, and diversity •Elected | |||||||
* Reduction relative to 2019 baseline |
FOCUS ON GOVERNANCE | |||||||||||
Our commitment to strong governance practices is illustrated by the following: | |||||||||||
» Annual election of directors » Independent Lead Director » Single class of voting stock | » Majority voting standard for directors in uncontested elections » Proxy access by-law » No stockholder rights plan |
FOCUS ON COMPENSATION GOVERNANCE PRACTICES |
WHAT WE DO | WHAT WE DON’T DO | |||||||||||||
þ | Emphasize at-risk compensation designed to link pay to performance; all LTI vehicles denominated in shares and majority of LTI value is in the form of performance unit awards | ý | Offer employment agreements to our executive officers | |||||||||||
þ | Include ESG metrics in annual incentive compensation design to further align with stakeholder interest | ý | Provide gross-up payments to cover excess parachute payment excise taxes for executive officers | |||||||||||
þ | Maintain stock ownership requirements for executive officers and directors | ý | Allow margin, derivative or speculative transactions with our company stock, such as hedges, pledges and margin accounts, by executive officers and directors | |||||||||||
þ | Maintain “double-trigger” change in control cash severance payments and accelerated vesting of certain equity awards | ý | Reward executives for excessive, inappropriate or unnecessary risk-taking | |||||||||||
þ | Incorporate compensation clawback provisions in annual and long-term incentives and maintain a policy to comply with the Dodd-Frank Act clawback requirements | |||||||||||||
þ | Offer minimal use of perquisites and no related tax gross-ups | |||||||||||||
þ | Proactively engage with our stockholders on compensation, environmental and governance issues | |||||||||||||
þ | Engage an independent compensation consultant to advise the Committee | |||||||||||||
þ | Dedicate significant time each year to robust executive succession planning and leadership development |
FOCUS ON HEALTH, ENVIRONMENTAL, SAFETY AND CORPORATE RESPONSIBILITY |
FOCUS ON HUMAN CAPITAL MANAGEMENT |
PROXY OVERVIEW |
VOTING ROADMAP | Our Board’s Recommendation | |||||||
Proposal No. 1: Election of Directors | FOR | |||||||
Our Board of Directors believes that all of the director nominees listed in the Proxy Statement have the requisite qualifications to provide effective oversight of the Company’s business and management. | Pg 6 | |||||||
Proposal No. 2: Ratification of Independent Auditor for | FOR | |||||||
Our Audit and Finance Committee and Board of Directors believe that the retention of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for | Pg | |||||||
Proposal No. 3: Advisory Vote to Approve the Compensation of our Named Executive Officers | FOR | |||||||
We are seeking a non-binding, advisory vote to approve, and our Board of Directors recommends the approval of, the | Pg | |||||||
Proposal No. 4: | FOR | |||||||
We are seeking | Pg |
PROPOSAL 1: ELECTION OF DIRECTORS |
GENDER | ETHNICITY | |||||||||||||
Three of our eight director nominees, including the Lead Director and the current chairs of the Audit and Finance and HESCR Committees, are female. | 25% of our director nominees self-identify as an ethnicity other than Caucasian/White. | |||||||||||||
INDEPENDENCE | TENURE | AGE | ||||||
The Board has determined that each of the nominees, other than Mr. Tillman, meet the NYSE’s independence standards. | We believe the mix between short- and long-tenured directors reflects a balance of company experience and new perspectives. | The average age of the director nominees is | ||||||
Tillman | Deaton | Donadio | Hyland | Ladhani | McCollum | Smolik | Williams | ||||||||||||||||||||||
Public Company CEO Experience working as a CEO of a public company | l | l | l | l | l | ||||||||||||||||||||||||
Financial Oversight/Accounting Senior executive level experience in financial accounting and reporting, auditing, corporate financing and/or internal controls or experience in the financial services | l | l | l | l | l | l | l | l | |||||||||||||||||||||
E&P Industry Experience Experience as executives or directors in, or in other leadership positions working with, the exploration and production industry | l | l | l | l | l | l | |||||||||||||||||||||||
Engineering Expertise Expertise through relevant undergraduate or graduate in engineering disciplines | l | l | l | l | |||||||||||||||||||||||||
Public Policy/Regulatory Experience in or a strong understanding of the regulatory issues facing the oil and gas industry and public policy on a local, state and national level | l | l | l | l | l | l | l | l | |||||||||||||||||||||
HES Experience Experience in managing matters related to health, environmental, safety and social responsibility in executive and operating roles | l | l | l | l | l | l | |||||||||||||||||||||||
International Global business or international experience | l | l | l | l | l | l | l | l | |||||||||||||||||||||
IT/Cyber Security Experience in, or strong understanding of, information technology or cyber-security issues | l | ||||||||||||||||||||||||||||
Risk Management Executive experience managing risk | l | l | l | l | l | l | l | l | |||||||||||||||||||||
Outside Public Boards | — | 1 | 3 | 1 | 1 | 2 | — | 2 |
Key Skills and Experience | Tillman | Deaton | Donadio | Hyland | Ladhani | McCollum | Smolik | Williams | |||||||||||||||||||||
Public Company CEO (current or former) | l | l | l | l | l | ||||||||||||||||||||||||
Financial Oversight/Accounting Experience | l | l | l | l | l | l | l | l | |||||||||||||||||||||
E&P Industry Experience | l | l | l | l | l | l | |||||||||||||||||||||||
Engineering Expertise | l | l | l | l | |||||||||||||||||||||||||
Public Policy/Regulatory Experience | l | l | l | l | l | l | l | l | |||||||||||||||||||||
HES Experience | l | l | l | l | l | l | l | ||||||||||||||||||||||
International Experience | l | l | l | l | l | l | l | l | |||||||||||||||||||||
IT/Cyber Security Experience | l | l | l | ||||||||||||||||||||||||||
Risk Management Experience | l | l | l | l | l | l | l | l | |||||||||||||||||||||
Climate Risk Experience | l | l | l | ||||||||||||||||||||||||||
Diversity & Inclusion Experience | l | l | l | l | |||||||||||||||||||||||||
Human Capital Management Experience | l | l | l | l | l | l | l | ||||||||||||||||||||||
Corporate Governance Experience | l | l | l | l | l | l | l | ||||||||||||||||||||||
Outside Public Boards | — | 1 | 3 | 1 | 1 | 2 | — | 2 |
Chadwick C. Deaton | ||||||||
BUSINESS EXPERIENCE » Former Executive Chairman and Chairman, Baker Hughes Incorporated, an oilfield services company, Houston, TX (Executive Chairman 2012-2013 and Chairman 2004-2012) » Chief Executive Officer, Baker Hughes (2004-2011) » President, Baker Hughes (2008-2010) » President and Chief Executive Officer, Hanover Compressor Company (2002-2004) » Senior Advisor to Schlumberger Oilfield Services (1999-2001) » Executive Vice President, Schlumberger Oilfield Services (1998-1999) OTHER CURRENT POSITIONS » Board Member, Ariel Corporation, a private company » Board Member, Piri Technologies, a private company » Board Member, University of Wyoming Foundation » Board Member, Ucross Foundation » Member, Society of Petroleum Engineers » Wyoming Governor’s Engineering Task Force EDUCATION » B.S. (geology), University of Wyoming Mr. Deaton’s over | ||||||||
Former Executive Chairman, Chairman and CEO, Baker Hughes Incorporated Age: Director since: 2014 Committees: COMP, CGN, HESCR Current Public Company Boards: Transocean Ltd. (Chairman) Public Company Boards During the Past 5 Years: Air Products and Chemicals, Inc. CARBO Ceramics Inc. | ||||||||
Marcela E. Donadio | ||||||||
BUSINESS EXPERIENCE » Former Partner, Ernst & Young LLP, a multinational professional services firm, Houston, TX (1989-2014) » Americas Oil & Gas Sector Leader, Ernst & Young LLP (2007-2014) » Audit Partner for multiple oil & gas companies, Ernst & Young LLP (1989-2014) » Joined Ernst & Young LLP in 1976 and served in positions of increasing responsibility, including various energy industry leadership positions OTHER CURRENT POSITIONS » Board Member, Theatre Under the Stars » Member of National Board, LSU Foundation » Board Member, Houston Food Bank » Trustee, Bishop Quin Foundation of the Episcopal Diocese of Texas EDUCATION » B.S. (accounting), Louisiana State University Ms. Donadio has over 37 years of audit and public accounting experience with a specialization in domestic and international operations in all segments of the energy Ms. Donadio is a certified public accountant licensed in the State of Texas. She was named to the National Association of Cororate Directors (NACD) Directorship 100 and inducted into the LSU E.J. Ourso College of Business Hall of Distinction in 2019. | ||||||||
Former Partner, Ernst & Young LLP Age: Director since: 2014 Independent Lead Director: effective as of May 26, 2021 Committees: COMP, CGN Current Public Company Boards: Freeport-McMoRan Inc. NOV Inc. Norfolk Southern Corporation | ||||||||
M. Elise Hyland | ||||||||
BUSINESS EXPERIENCE » Former Senior Vice President, EQT Corporation and Senior Vice President and Chief Operating Officer, EQT Midstream Services, LLC (2017-2018) » Executive Vice President of Midstream Operations and Engineering, EQT Midstream Services, LLC (2013-2017) » President of Commercial Operations, EQT Midstream Services, LLC (2010-2013) » President of Equitable Gas Company, a previously owned entity of EQT (2007-2010) » Joined EQT Corporation in 2000 and served in positions of increasing responsibility in finance, strategic planning and customer service » Joined Alcoa, Inc. in 1980 and held roles of increasing responsibility in research, materials and business development leading to her appointment as Manager of the Alloy Design Group at Alcoa Research Laboratories EDUCATION » MBA, Tepper School of Business at Carnegie-Mellon University » M.S. and B.S. (Metallurgical Engineering and Materials Science), Carnegie-Mellon University Ms. Hyland has over | ||||||||
Former Senior Vice President, EQT Corporation Age: Director since: 2018 Committees: AFC, Current Public Company Boards: Entergy Corporation Public Company Boards During the Past 5 Years: EQT Midstream Partners, LP | ||||||||
Holli C. Ladhani | ||||||||
BUSINESS EXPERIENCE » Former President and CEO of Select Energy (2017-2021) » Chairman, President and CEO, Rockwater Energy Solutions (2017); CEO, Rockwater (2015-2017) » Joined Rockwater in 2011 and served in positions of increasing responsibility, including Executive Vice President, Chemical Technologies and CFO » Executive Vice President and CFO, Dynegy Inc. (2005-2011) » Joined Dynegy in 2000 and served in positions of increasing responsibility including Senior Vice President, Treasurer and Controller » Joined PricewaterhouseCoopers LLP in 1992 and served in positions of increasing responsibility, including audit department senior manager OTHER CURRENT POSITIONS » Director, Priority Power Management, a private company » Director, SHINE Technologies, LLC, a private company » Board of Trustees, Rice University » Board Member, Junior Achievement of Southeast Texas EDUCATION » B.A. in Accounting from Baylor University » M.B.A. (Jones Scholar) from Rice University Ms. Ladhani’s financial expertise and extensive knowledge of our industry and business provides leadership to our management team and provides the Board with valuable insight. In addition, her executive level experience brings a deep understanding of risk assessment to the boardroom. The Board has determined that she qualifies as an “Audit Committee Financial Expert” under the SEC rules based on these attributes, education and experience. | ||||||||
Former President and CEO, Select Energy Age: Director since: 2021 Committees: AFC (financial expert), HESCR Current Public Company Boards: Quanta Services, Inc. Public Company Boards During Past 5 Years: Select Energy Noble Energy | ||||||||
Mark A. McCollum | ||||||||
BUSINESS EXPERIENCE » Former President and Chief Executive Officer of Weatherford International plc (2017-2020) (Weatherford filed for voluntary Chapter 11 bankruptcy in July 2019 and emerged in December 2019) » Executive Vice President and Chief Financial Officer (2016-2017), Executive Vice President and Chief Integration Officer (2014-2016), Executive Vice President and Chief Financial Officer (2008-2015), Senior Vice President and Chief Accounting Officer (2003-2007), Halliburton Company, Inc. » Joined Tenneco Inc. in 1995 and served in positions of increasing responsibility until 2003, including Senior Vice President and Chief Financial Officer » Joined Arthur Andersen & Company, LLP in 1980 and served in positions of increasing responsibility, including Partner, Audit and Business Advisory, Energy Division OTHER CURRENT POSITIONS » Board of Trustees, Baylor College of Medicine » Director, Baylor St. Luke’s Medical Center » Director, Yellowstone Academy EDUCATION » B.A. (Accounting), Baylor University Mr. McCollum has over | ||||||||
Former President and CEO, Weatherford International plc Age: Director since: 2022 Committees: COMP, HESCR Current Public Company Boards: Seadrill Limited Westlake Corporation Public Company Boards During the Past 5 Years: Weatherford International plc Archrock Inc. (previously Exterran Holdings, Inc.) | ||||||||
Brent J. Smolik | ||||||||
BUSINESS EXPERIENCE » Former President and Chief Operating Officer of Noble Energy (2018-2020) » Chairman, Chief Executive Officer and President, EP Energy Corporation (2012-2017) » President, El Paso Exploration and Production Company (2006-2012) » President, ConocoPhillips Canada and Burlington Resources Canada (2004-2006) » Joined Burlington Resources in 1990 and served in positions of increasing responsibility in engineering and asset management until 2004 » Joined Atlantic Richfield in 1984 and held roles of increasing responsibility in drilling, completion and reservoir engineering until 1990 OTHER CURRENT POSITIONS » Advisory Board Member, Monarch Resource Partners LLC » Advisory Board Member, Texas A&M Dwight Look College of Engineering » Advisory Board Member, Advancing Women Executives in Energy EDUCATION » B.S. (Petroleum Engineering), Texas A&M University Mr. Smolik has over | ||||||||
Former President and COO, Noble Energy Age: Director since: 2021 Committees: AFC, COMP, CGN Public Company Boards During the Past 5 Years: Noble Midstream Partners | ||||||||
Lee M. Tillman | ||||||||
BUSINESS EXPERIENCE » Chairman (2019-present), Director (2013-2019), President and Chief Executive Officer of Marathon Oil Corporation, Houston, TX (2013-present) » Vice President of Engineering, ExxonMobil Development Company, 2010-2013 » North Sea Production Manager and Lead Country Manager, ExxonMobil subsidiaries in Stavanger, Norway, 2007-2010 » Acting Vice President, ExxonMobil Upstream Research Company, 2006-2007 » Joined Exxon Corporation in 1989 as a research engineer and served in positions of increasing responsibility OTHER CURRENT POSITIONS » Board Member, Houston American Heart Association and Southwest Region American Heart Association » Board Member and Executive Committee Member, American Petroleum Institute » » Member, Engineering Advisory Council and Chemical Engineering Advisory Council of Texas A&M University » Member, National Petroleum Council » Member, Society of Petroleum Engineers » Member, Celebration of Reading Committee within the Barbara Bush Houston Literacy Foundation » Emeritus Board Member, Spindletop Charities EDUCATION » B.S. (chemical engineering), Texas A&M University » Ph.D. (chemical engineering), Auburn University As our Chairman, President and CEO, Mr. Tillman sets our Company’s strategic direction under the Board’s guidance. He has extensive knowledge and experience in global operations, project execution and leading edge technology in the oil and gas industry gained through his executive and management positions with our Company and ExxonMobil. His knowledge and hands-on experience with the day-to-day issues affecting our business provide the Board with invaluable information necessary to direct the business and affairs of our Company. | ||||||||
Chairman, President and CEO of Marathon Oil Corporation Age: Director since: 2013 Chairman since: 2019 | ||||||||
Shawn D. Williams | ||||||||
BUSINESS EXPERIENCE » Executive Chairman (2023-present) of Tilley Distribution » Executive Chairman (2021-present), Chairman and Chief Executive Officer (2021) of Covia Holdings LLC » Chief Executive Officer, Nexeo Plastics, LLC (2019-2020) » Executive Vice President, Plastics (2018-2019), Senior Vice President, Plastics (2012-2018) of Nexeo Solutions, Inc. » President and Chief Executive Officer, Momentive Global Sealants, Momentive Performance Materials Inc. (2009-2012), President and Chief Executive Officer, Momentive Performance Materials Inc., Americas (2007-2009) » Joined General Electric Company in 1985 and served in positions of increasing responsibility in sales, management and as President until 2007 EDUCATION » B.S. (electrical engineering), Purdue University » MBA, University of California Berkeley » Postgrad/Masters, University of California Berkeley Mr. Williams has over | ||||||||
Executive Chairman of the Board, Covia Holdings LLC and Tilley Distribution Age: 60 Director since: 2023 Committees: AFC, CGN Current Public Company Boards: Tetra Technologies, Inc. Kirby Corporation | ||||||||
Proposal 1 | For the reasons stated above, your Board of Directors recommends a vote FOR Proposal 1 electing each nominee standing for election as a director. | ||||
þ |
CORPORATE GOVERNANCE |
COMMITTEE CHARTERS | COMMITTEE COMPOSITION | COMMITTEE OPERATIONS | ||||||||||||
Each committee’s written charter, adopted by our Board, is available on our website at www.marathonoil.com under About—Board of Directors—Committees and Charters. | Each committee is comprised solely of independent directors as defined under the rules of the NYSE. All members of the Audit and Finance and Compensation Committees meet the additional independence standards under the Securities Exchange Act of 1934 (Exchange Act) Rule 10A-3. | Each committee reports its actions and recommendations to the Board, receives reports from senior leadership, annually evaluates its performance and has the authority to retain outside advisors. Committee chairs have the opportunity to call for executive sessions at each meeting. |
Members: |
Members: |
Members: |
Members: |
BOARD OVERVIEW | |||||
» Chairman of the Board and Chief Executive Officer: Lee M. Tillman » Independent Lead Director: Marcela E. Donadio » Active engagement by all directors » 7 of our 8 director nominees are independent » All members of our four standing committees are independent Our Board believes that continuing to combine the position of Chairman and CEO is in the best interest of our Company at this time. |
INDEPENDENT DIRECTOR LEADERSHIP | ||
As Independent Lead Director, Ms. Donadio is responsible for: | ||
» presiding at executive sessions of independent directors; » reviewing with Mr. Tillman the proposed Board and committee meeting agendas; » serving as a liaison between the independent directors and Mr. Tillman in discussing issues from the independent executive sessions and ensuring the flow of information; » reviewing and recommending to Mr. Tillman the retention of consultants who report directly to our Board or committees thereof; » overseeing Board performance; and » establishing, together with Mr. Tillman, effective communications with Company stakeholders. |
BOARD AND COMMITTEE EVALUATIONS | |||||
Each year, our Board performs a rigorous full Board evaluation. In addition, each committee also performs an annual evaluation. The evaluation process is managed by the Secretary’s office with oversight from the Corporate Governance and Nominating Committee. For | |||||
þ | Evaluation questionnaires - each director and committee member completed a formal questionnaire. This allows each director and committee member to identify potential improvements. | ||||
þ | |||||
Board and committee discussions - the Board and each committee met in Executive Session to discuss the results of the evaluation questionnaires. | |||||
þ | |||||
þ | Feedback to Board and Chairman - the Independent Lead Director met separately with the Chairman to review feedback from the internal evaluations and then the Chairman and the Independent Lead Director discussed the feedback with the Board. | ||||
þ | Implementation of feedback - as a result of the evaluation process, the Board and the Secretary’s office implemented certain changes to Board and committee processes and agendas. |
Committee Chair | Email Address | ||||
Audit and Finance Committee | auditandfinancechair@marathonoil.com | ||||
Compensation Committee | compchair@marathonoil.com | ||||
Corporate Governance and Nominating Committee | corpgovchair@marathonoil.com | ||||
Health, Environmental, Safety and Corporate Responsibility Committee | hescrchair@marathonoil.com |
DIRECTOR COMPENSATION |
Lead Director and Committee Chair Fees for | Amount paid ($) | |||||||
Annual Board Retainer | $95,000 | |||||||
Additional Fee for Independent Lead Director | $20,000 | |||||||
Additional Fee for Audit and Finance Committee Chair | $20,000 | |||||||
Additional Fee for Compensation Committee Chair | $20,000 | |||||||
Additional Fee for Corporate Governance and Nominating Committee Chair | $12,500 | |||||||
Additional Fee for Health, Environmental, Safety and Corporate Responsibility Chair | $12,500 |
Director stock ownership requirement of 5x annual cash retainer | Our stock ownership guidelines require each non-employee director to hold five times the value of his or her annual cash retainer in Marathon Oil stock. Directors have five years from their initial election to our Board to meet this requirement. Directors who do not hold the required level of stock ownership due to fluctuations in the price of our common stock are expected to hold the awards they receive until they have met their requirement. The Corporate Governance and Nominating Committee reviews each non-employee director’s progress toward the requirements during the first quarter of each year to determine whether the market value of the shares, including the value of deferred shares and restricted stock units, satisfies our requirements. As of March |
Name | Name | Fees Earned or Paid in Cash | Stock Awards (1) | All Other Compensation (2) | Total | Name | Fees Earned or Paid in Cash | Stock Awards (1) | All Other Compensation (2) | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
Chadwick C. Deaton | Chadwick C. Deaton | $107,500 | $150,000 | $10,000 | $267,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Marcela E. Donadio | Marcela E. Donadio | $115,000 | $150,000 | (6) | $7,575 | $272,575 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Jason B. Few (3) | $57,500 | $150,000 | (6) | $0 | $207,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Marcela E. Donadio | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marcela E. Donadio | $115,000 | $200,000 | (5) | $7,388 | $322,388 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
M. Elise Hyland | M. Elise Hyland | $107,500 | $150,000 | (7) | $3,750 | $261,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Holli C. Ladhani | Holli C. Ladhani | $115,000 | $150,000 | (6) | $1,750 | $266,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark A. McCollum (4) | $7,917 | $12,500 | $10,000 | $30,417 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Holli C. Ladhani | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Holli C. Ladhani | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark A. McCollum | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark A. McCollum | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark A. McCollum | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brent J. Smolik | Brent J. Smolik | $95,000 | $150,000 | $10,000 | $255,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Kent Wells (5) | $105,000 | $150,000 | (6) | $0 | $255,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Brent J. Smolik | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brent J. Smolik | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Kent Wells (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Kent Wells (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Kent Wells (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shawn D. Williams (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shawn D. Williams (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shawn D. Williams (4) |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Name and Address of Beneficial Owner | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Outstanding Shares | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Outstanding Shares | ||||||||||||||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 74,255,910 | (1) | 11.69% | ||||||||||||||||||||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 58,893,184 | (2) | 9.30% | |||||||||||||||||||||||||
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111 | 45,384,352 | (3) | 7.15% | |||||||||||||||||||||||||
BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | ||||||||||||||||||||||||||||
BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | ||||||||||||||||||||||||||||
BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | ||||||||||||||||||||||||||||
State Street Corporation State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114-2016 | ||||||||||||||||||||||||||||
State Street Corporation State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114-2016 | ||||||||||||||||||||||||||||
State Street Corporation State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114-2016 | ||||||||||||||||||||||||||||
Invesco Ltd. 1331 Spring Street NW, Suite 2500 Atlanta, GA 30309 | ||||||||||||||||||||||||||||
Invesco Ltd. 1331 Spring Street NW, Suite 2500 Atlanta, GA 30309 | ||||||||||||||||||||||||||||
Invesco Ltd. 1331 Spring Street NW, Suite 2500 Atlanta, GA 30309 |
Name | Name | Shares(1) | Restricted Stock(2) | Equity Awards Exercisable or Which May Settle Within 60 Days(3) | Total Shares(4) | % of Total Outstanding | Name | Shares(1) | Equity Awards Exercisable or Which May Settle Within 60 Days(2) | Total Shares(3) | % of Total Outstanding | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chadwick C. Deaton | Chadwick C. Deaton | 51,829 | — | 48,466 | 100,295 | * | Chadwick C. Deaton | 58,382 | 50,631 | 50,631 | 109,013 | 109,013 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
Marcela E. Donadio | Marcela E. Donadio | 20,263 | — | 75,693 | 95,956 | * | Marcela E. Donadio | 20,263 | 85,125 | 85,125 | 105,388 | 105,388 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
M. Elise Hyland | M. Elise Hyland | 36,719 | — | 24,652 | 61,371 | * | M. Elise Hyland | 41,634 | 28,106 | 28,106 | 69,740 | 69,740 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
Holli C. Ladhani | Holli C. Ladhani | 155 | — | 25,217 | 25,372 | * | Holli C. Ladhani | 155 | 33,780 | 33,780 | 33,935 | 33,935 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
Mark A. McCollum | Mark A. McCollum | — | — | 8,169 | 8,169 | * | Mark A. McCollum | 415 | 15,884 | 15,884 | 16,299 | 16,299 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
Brent J. Smolik | Brent J. Smolik | 13,392 | — | 14,307 | 27,699 | * | Brent J. Smolik | 19,945 | 15,884 | 15,884 | 35,829 | 35,829 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
J. Kent Wells (5) | 6,696 | — | 42,640 | 49,336 | * | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shawn D. Williams | Shawn D. Williams | — | — | 7,109 | 7,109 | * | Shawn D. Williams | — | 15,361 | 15,361 | 15,361 | 15,361 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
Lee M. Tillman | Lee M. Tillman | 628,231 | — | 976,388 | 1,604,619 | * | Lee M. Tillman | 935,885 | 256,591 | 256,591 | 1,192,476 | 1,192,476 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
Michael A. Henderson | Michael A. Henderson | 59,021 | 22,922 | 36,534 | 118,477 | * | Michael A. Henderson | 43,151 | 15,876 | 15,876 | 59,027 | 59,027 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
Patrick J. Wagner | Patrick J. Wagner | 69,798 | 57,306 | 126,755 | 253,859 | * | Patrick J. Wagner | 112,801 | 92,033 | 92,033 | 204,834 | 204,834 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
Kimberly O. Warnica | Kimberly O. Warnica | 20,579 | — | — | 20,579 | * | Kimberly O. Warnica | 67,464 | — | — | 67,464 | 67,464 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
Dane E. Whitehead | Dane E. Whitehead | 99,602 | 71,633 | 43,403 | 214,638 | * | Dane E. Whitehead | 68,761 | — | — | 68,761 | 68,761 | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||
All Directors and Executive Officers as a group (14 persons) (1)(2)(3) | 2,616,845 | * | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
All Directors and Executive Officers as a group (13 persons) (1)(2)(3) | All Directors and Executive Officers as a group (13 persons) (1)(2)(3) | 2,002,180 | * |
COMPENSATION COMMITTEE REPORT |
COMPENSATION DISCUSSION AND ANALYSIS |
Lee M. Tillman | Dane E. Whitehead | Patrick J. (“Pat”) Wagner | Michael A. (“Mike”) Henderson | Kimberly O. (“Kim”) Warnica | ||||||||||
Chairman, President and Chief Executive Officer | Executive Vice President and Chief Financial Officer | Executive Vice President, Corporate Development and Strategy | Executive Vice President, Operations | Executive Vice President, General Counsel and Secretary |
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COMPENSATION PHILOSOPHY | |||||
Our success is based on safety, environmental and financial performance and operational results, and we believe that our executive compensation program is an important driver of that success. The primary objectives of our program are as follows: | |||||
Pay for performance | Our program is designed to reward executives for their performance and motivate them to continue to perform at a high level. Cash bonuses based on annual performance, combined with equity awards that vest over several years, balance short-term and long-term business objectives. | ||||
Encourage creation of long-term stockholder value | Equity awards and stock ownership requirements align our executives’ interests with those of our stockholders. Our NEOs’ LTI awards feature equity-based grants with large portions tied to financial performance and long-term stockholder returns. | ||||
Pay competitively | We provide market-competitive pay levels to attract and retain the best talent, and we regularly benchmark each component of our pay program, including our benefit programs, to ensure we remain competitive. |
WHAT WE DO | WHAT WE DON’T DO | |||||||||||||
þ | Emphasize at-risk compensation designed to link pay to performance; all LTI vehicles denominated in shares and majority of LTI value is in the form of performance unit awards | ý | Offer employment agreements to our executive officers | |||||||||||
þ | Include ESG metrics in annual incentive compensation design to further align with stakeholder interest | ý | Provide gross-up payments to cover excess parachute payment excise taxes for executive officers | |||||||||||
þ | Maintain stock ownership requirements for executive officers and directors | ý | Allow margin, derivative or speculative transactions with our company stock, such as hedges, pledges and margin accounts, by executive officers and directors | |||||||||||
þ | Maintain “double-trigger” change in control cash severance payments and accelerated vesting of certain equity awards | ý | Reward executives for excessive, inappropriate or unnecessary risk-taking | |||||||||||
þ | Incorporate compensation clawback provisions in annual and long-term incentives and maintain a policy to comply with the Dodd-Frank Act clawback requirements | |||||||||||||
þ | Offer minimal use of perquisites and no related tax gross-ups | |||||||||||||
þ | Proactively engage with our stockholders on compensation, environmental and governance issues | |||||||||||||
þ | Engage an independent compensation consultant to advise the Committee | |||||||||||||
þ | Dedicate significant time each year to robust executive succession planning and leadership development |
The Committee considers the outcomes of the Company’s advisory stockholder vote on our executive compensation program and any associated outreach initiatives when making compensation decisions.
The Company is committed to regular communication and engagement with its stockholders and other stakeholders. During HOW WE DETERMINE EXECUTIVE COMPENSATION Compensation Committee The Committee is responsible for establishing and overseeing our executive compensation program and policies that are consistent with our overall compensation philosophy. In making such decisions, the Committee considers a variety of factors, including stockholder feedback, information provided by its independent compensation consultant, our CEO’s input, peer group and broader industry data, each executive’s experience in the role, Company and individual performance, internal pay equity and any other information the Committee deems relevant in its discretion. Compensation Consultant For Meridian interacts with several of our officers and employees as necessary. In addition, Meridian may seek input and feedback from members of our management regarding its work product prior to presentation to the Committee to confirm that information is accurate or address other issues. We believe that Meridian provides an independent perspective to the Committee. The CEO’s Role The Committee seeks significant input from the CEO on compensation decisions and performance appraisals for all executive officers other than himself. All final compensation decisions for our executive officers are made by the Committee, except that the independent members of our full Board determine and approve the CEO’s 33 MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS Peer Groups Peer group benchmarking is one of several factors the Committee considers in setting pay and is reviewed at least annually by the Committee. Our compensation peer group is comprised of independent E&P companies of similar market capitalization and enterprise value that the Committee believes provide the best external benchmarks for the market in which we compete for executive talent. Pertinent financial measures considered in determining the compensation peer group are enterprise value, market capitalization, assets and revenue. Our performance peer group includes broader market comparisons with a focus on independent E&P companies with which we compete for investor capital. The following compensation peer group was used in establishing 2023 pay levels for our executives:
See “Long-Term Incentives” for the Both compensation and performance peer groups are assessed and updated as appropriate on an annual basis and in consultation with the Committee’s independent compensation consultant. Compensation Benchmarking Process The Committee conducts an annual comparison of the compensation of our NEOs to the compensation of executives with similar job responsibilities among companies in our compensation peer group, based upon information gathered and provided by Meridian through surveys and public company disclosure. The Committee references this competitive market analysis in making compensation decisions for the coming year. The Committee has typically aligned executive total direct compensation opportunities within a competitive market range of similar opportunities across the compensation peer group, adjusted for internal parity and individual factors across executives. We define total direct compensation as the sum of base salary, target annual cash bonus and the target grant value of LTI awards. In October MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS 34 Our executive compensation program includes base salary, annual cash bonuses, LTI awards and other benefits and perquisites. By design, a significant portion of our executive officers’ overall compensation, including annual cash bonuses and LTI awards, is “performance-based,” and the opportunity to earn those awards is largely dependent on Company and individual performance. To further emphasize the importance of performance, in 2023, the Committee increased the total performance unit weighting from 50% to 60% of LTI awards for our NEOs. The Committee determines a total compensation opportunity for each executive officer based on a review of compensation benchmarks from independent E&P companies, broader oil and gas companies and general industry, a review of our compensation philosophy and the Committee’s subjective judgment. Because the Committee does not set fixed percentages for each element of compensation, the mix may change over time as the competitive market moves, governance standards evolve or our business needs change.
To position NEO compensation levels closer to the 50th percentile of the compensation peer group, the Committee determined that all NEOs except Mr. Tillman would receive an increase in base salary and that all NEOs including Mr. Tillman would receive an increase in target LTI grant values. The following table summarizes the elements of total direct compensation the Committee awarded to our NEOs for
35 MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS
BASE SALARY The primary purpose of base salary is to recognize and reward overall responsibilities, experience and established skills. In setting base salary, the Committee compares each NEO’s current salary to the competitive market ranges of E&P peers and broader general industry companies and considers each individual’s experience and expertise, the value and responsibility associated with the role and internal pay equity. The Committee does not use a formula to calculate base salary increases for NEOs. In February
ANNUAL CASH BONUS The Company maintains an annual cash bonus program that rewards executives for the Company’s achievement of short-term safety, environmental, financial and operational goals that bring an immediate focus on items that should positively impact long-term sustainability and stockholder value, as well as for their individual performance during the year. At the beginning of the year, the Committee determines a fixed target bonus opportunity for each executive, based on an observed range of market practices, as well as each executive’s experience, relative scope of responsibility, internal pay equity considerations and any other information the Committee deems relevant in its discretion. The executive can earn from 0% to 200% of the target bonus opportunity based on the Company’s performance against a scorecard of quantitative business metrics and qualitative objectives, as well as the individual’s performance. The Company also uses this same scorecard to determine bonus funding for other eligible employees across the Company. The scorecard conveys to employees the Company’s top priorities and collective business objectives for the entire organization. MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS 36 The Committee determined the » Quantitative Company performance metrics, weighted at 80%; » Qualitative Company performance objectives, weighted at 20%; and » Individual performance, including achievement of pre-established goals, leadership and ethics and overall value that the officer created for the Company.
During the first quarter of
The Committee determined the target level of performance for each metric by evaluating and considering multiple factors, such as performance achieved in the immediately preceding year, anticipated challenges for 37 MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS
In early 2024, the Committee evaluated the Company’s 2023 performance against the quantitative metrics established early in 2023. The Company delivered record safety results, as measured by TRIR, with results better than the stretch goal. GHG emissions intensity results were better than the 2023 target, demonstrating strong environmental performance and achieving our 2025 goal for GHG intensity reduction two years ahead of plan. The Company achieved impressive operational and financial results during 2023. These achievements led to best in performance peer results for the quantitative financial metrics of enterprise breakeven and reinvestment rate. However, because the threshold and target goals were aggressive for these metrics given the commodity pricing assumed when the scorecard was initially established, the quantitative scorecard achievement was below threshold for enterprise breakeven and between threshold and target for reinvestment rate, notwithstanding the Company’s simultaneous achievement of the best in performance peer stretch goal for these metrics. An aggressive goal was also set for cash flow per debt adjusted share. Though the Company returned 41% of adjusted CFOto its stockholders, better than its minimum commitment of 40% of adjusted CFO, with the resulting distribution yield the best among its performance peers, the Company’s cash flow per debt adjusted shareachievement was between threshold and target. The following table shows the targets and weightings established for 2023 by the Committee and the performance achievement approved by the Committee in early 2024 (Performance Achieved) for each quantitative performance metric. MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS 38
(1) Calculated by dividing (a) the Occupational Safety and Health Administration (OSHA) recordable incidents multiplied by 200,000 by (b) the total number of exposure hours. This metric includes both Company employees and contractors and is applied to Company operated properties only. (2) Total GHG emissions intensity excluding acquisitions and dispositions. GHG emissions intensity is defined as tonnes of CO2e on a weighted basis divided by production (mboe). (3) Enterprise breakeven is the minimum WTI pricing needed to have free cash flow before dividend equal to zero. Other product (4) Reinvestment rate is a non-GAAP measure for which a reconciliation to the comparable GAAP measure is included in Annex A. Reinvestment rate is calculated by dividing capital spend (defined as development capital plus resources capture spend) by operating cash flow before working capital. (5) Cash flow per debt adjusted share is calculated by dividing cash flow (defined as operating cash flow before working capital plus net interest after tax) by total shares including debt shares (debt shares are the average net debt during a calendar year divided by the average stock price, or simply equitizing debt). Cash flow per debt adjusted share is a non-GAAP measure for which there is no GAAP equivalent. (6) Target is based off the After assessing the Company’s quantitative performance metrics, the Committee evaluated qualitative objectives, representing 20% of the total bonus award opportunity. The Committee evaluated objectives and achievements not considered by the quantitative metrics, such as ESG commitments and other prevailing business priorities. The Committee considered, among other things, the following Company achievements and execution of progressive business actions during » » Returned » » 39 MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS » Increased our per share base dividend » » » » Achieved full year 2023 oil and » Improved our gas capture rate to 99.5%. » Strategically invested to build healthier, The successful achievement of these qualitative objectives, Upon review of these
The Committee maintains discretion to adjust individual cash bonuses to recognize critical performance factors and accomplishments that may not have been fully considered in the performance score calculation. MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS 40 Annual Cash Bonus Payouts Earned for Taking into consideration the Company’s quantitative and qualitative performance, the Committee determined
LONG-TERM INCENTIVES Long-term incentive, or LTI, awards align the interests of NEOs and stockholders over the long term and are intended to represent the largest portion of the NEO’s total direct compensation. LTI is designed to incentivize executives to achieve strategic goals that will maximize long-term stockholder value and significant equity ownership and place a meaningful portion of compensation at risk based on our common stock price performance. The » Free cash flow based performance unit awards (FCF PSUs), which comprise » Relative TSR based performance unit awards (TSR PSUs), which comprise » Restricted Stock Units (RSUs), which comprise The Committee awards LTI based on a target award value that reflects competitive market data, each NEO’s performance and each NEO’s target total compensation. LTI awards are currently granted under the Marathon Oil Corporation 2019 Incentive Compensation Plan, or 2019 ICP, which is the Company’s omnibus, stockholder- approved incentive compensation plan. Each year, the Committee approves target award values at its regularly scheduled February meeting. The grant date is aligned with the grant date for awards to other eligible employees, which is typically March 1 of each year. The actual LTI compensation realized by each NEO generally depends on the price of the underlying shares of common stock at the time of vesting and, in the case of performance units, our performance relative to the respective performance metric (TSR relative to that of our performance peer group for the TSR PSUs, which includes industry peers and two indices as described further below, and our generation of free cash flow for the FCF Based on the factors described above, the Committee awarded LTI with a grant date of March 1, 41 MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS
FCF Performance Units The FCF performance unit awards are designed to focus NEOs on generating sustainable free cash flow across a wide range of commodity prices, which enables the Company to support our objective of returning cash back to stockholders. For purposes of these awards, free cash flow is calculated before dividends and is determined as follows: net cash provided by operating activities adjusted for working capital, less capital expenditures and includes EG LNG return of capital and other. It will be modified to exclude the impact, whether positive or negative, of any major acquisition or disposition, as determined by the Committee. The Committee generally has sole and absolute discretion to reduce the final payment associated with any performance unit award as it may deem appropriate. FCF performance units are denominated in shares and earned as set forth below and, if earned, will be paid in cash. In March
(1) FCF Performance Targets rounded to the closest million. Payout percentages for free cash flow values between During the performance period, if cumulative free cash flow of MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS 42 At the end of the performance period, if cumulative free cash flow achieved during the performance period is less than After completion of the performance period, earned awards are paid in cash with the final cash value determined by the number of units granted multiplied by the vesting percentage, with vested units valued based on the valuation determination described above. Dividend equivalents accrue and are paid in cash based on the number of shares earned at the end of the performance period. For the FCF performance units granted in March TSR Performance Units The Committee believes that a performance unit award based on TSR relative to the broader market and industry peer companies aligns pay and Company performance. The performance peer group shown below includes the S&P 500 Index, the S&P 500 Energy Index and select industry peers. TSR is determined by adding the sum of stock price appreciation or reduction per share, plus cumulative dividends per share for the performance period, and dividing that total by the beginning stock price per share. For purposes of this calculation, the beginning and ending stock prices are the averages of the closing stock prices for the ninety calendar days immediately preceding the beginning and ending dates of the performance period. The Committee generally has sole and absolute discretion to reduce the final payment associated with any performance unit award as it may deem appropriate. TSR performance units, if earned, will be paid in shares of our common stock. 43 MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS 2023 TSR Performance Units In March
The percentage of units that can be earned ranges from 0% to 200% of the units granted based on the payout table below. Each NEO will receive vested shares of our common stock equal to the number of units granted multiplied by the payout percentage. Dividend equivalents accrue and are paid in cash based on the number of shares earned at the end of the performance period.
If there is an announcement during the performance period of an event that if completed would result in a peer group member either ceasing to exist or no longer being a company for which TSR can be calculated from publicly available information, then upon such announcement, that peer group member is removed from the performance peer group for LTI. The payout percentages for the top two peers, third peer from the bottom and the bottom two peers maintain the vesting percentages of 200%, 35% and 0%, respectively, and the remaining peer group percentages will be determined using linear interpolation between 35% and 200% for the smaller performance peer group. Since the time of the grant, the performance peer group The TSR performance units granted in March MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS 44 2021 TSR Performance Units For the performance period ending December 31,
Restricted Stock Units The Committee awards RSUs for diversification of the LTI award mix, for consistent alignment between executives and stockholders and for retention purposes. RSUs provide recipients with the opportunity for capital accumulation, leading to retention and stock ownership and a more predictable long-term incentive value than is provided by performance units or stock options. RSUs awarded in OTHER BENEFITS Perquisites We offer limited perquisites to our NEOs. We believe these perquisites are reasonable, particularly because the cost of these benefits constitutes a small percentage of each NEO’s total compensation. The Committee assesses these perquisites at least annually as part of its total competitive review of executive compensation. We do not provide any tax gross-ups on these perquisites. The perquisites available to our NEOs include reimbursement for certain tax, estate and financial planning services up to $15,000 per year in 2023, an enhanced annual physical examination and a Company-provided car service for our CEO. Limited personal use of Company chartered aircraft is available to our NEOs. Family members and guests may also accompany officers on business travel. Any aggregate incremental cost to the Company resulting from the personal use of Company chartered aircraft would be included in the “All Other Compensation” column of the Summary Compensation Table. Our NEOs also participate in the health, retirement and matching gift programs and other benefit plans generally available to our U.S. employees. See the “All Other Compensation” column of the Summary Compensation Table and the footnotes following the Summary Compensation Table for additional details concerning the perquisites provided to our NEOs in Retirement Benefits We offer our NEOs the opportunity to provide for retirement through four plans. » Marathon Oil Company Thrift Plan (Thrift Plan) – A tax-qualified 401(k) plan. » Retirement Plan of Marathon Oil Company (Retirement Plan) – A tax-qualified defined benefit pension plan. » Excess Benefit Plan (Excess Plan) – A nonqualified plan allowing employees to accrue benefits above the tax limits, with components attributable to both the Thrift Plan and the Retirement Plan. 45 MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS » Marathon Oil Company Deferred Compensation Plan (Deferred Compensation Plan) – A nonqualified plan that grows when an NEO accrues benefits above the tax limits in the Thrift Plan or when an NEO defers a portion of his or her eligible compensation. The Thrift Plan and the Retirement Plan are broad-based plans that are open to all eligible employees of the Company. Benefits payable under our qualified and nonqualified plans are described in more detail in “Post-Employment Benefits” and “Nonqualified Deferred Compensation.” We also currently sponsor retiree health programs for a broad-based group of employees, including the NEOs hired before 2017, who also meet certain eligibility requirements. As of March Change in Control and Severance Benefits Our NEOs do not have employment agreements but are eligible for change in control termination benefits under the Marathon Oil Corporation Officer Change In Control Severance Plan (Change in Control Plan), as described under “Potential Payments upon Termination or Change in Control.” We believe these change in control benefits are necessary to attract and retain talent within our industry, ensure continuity of management in the event of a change in control and provide our NEOs with the security to make decisions that are in the best interests of stockholders. Our Board may exercise discretion to make severance payments to executives on a case-by-case basis. We have a policy requiring that our Board seek stockholder approval or ratification of certain severance agreements (not including the Change in Control Plan) for senior executive officers that would require payment of certain cash severance benefits exceeding 2.99 times the officer’s base salary plus the most recent annual cash bonus paid. STOCK OWNERSHIP REQUIREMENTS All
Executive officers have five years from their respective appointment or promotion dates to achieve the designated stock ownership level. The Committee reviews each executive officer’s progress toward the requirements during the first quarter of each year to determine whether the market value of shares, including the value of unvested shares and RSUs, satisfies our requirements. Stock options and performance units are not counted as shares owned in measuring stock ownership. Executive officers who do not hold the required level of stock ownership must hold the shares they receive upon vesting of restricted stock, RSUs or exercise of stock options (after payment of exercise prices and after taxes) until they have met their requirement. As of March MARATHON OIL | COMPENSATION DISCUSSION AND ANALYSIS 46 TAX CONSIDERATIONS The Committee considers the tax effects to both the Company and the NEOs when making executive compensation decisions. While the Committee endeavors to deliver compensation in a tax efficient manner, the Committee’s priority is to provide performance-based and competitive compensation. Therefore, some compensation paid to NEOs is not deductible due to the limitations imposed by Section 162(m) of the Internal Revenue Code, which limits the deduction that we can take to $1 million per “covered employee” each year.
The following table summarizes the total compensation for each NEO for the years shown. SUMMARY COMPENSATION TABLE
(1) These columns reflect the aggregate grant date fair values calculated in accordance with generally accepted accounting principles in the United States regarding stock compensation. Assumptions used in the calculation of these amounts are included in footnote (2) This column reflects annual cash bonus payments, determined by the Committee and paid in the first quarter of the following year respectively, pursuant to the Company’s annual cash bonus program. These awards are discussed in further detail in our Compensation Discussion and Analysis under “Annual Cash Bonus.” 47 MARATHON OIL | EXECUTIVE COMPENSATION (3) This column reflects the annual change in accumulated benefits under our retirement plans. See “Post-Employment Benefits” for more information about our defined benefit plans and the assumptions used in calculating these amounts. No deferred compensation earnings are reported in this column because our non-qualified deferred compensation plans do not provide above-market or preferential earnings. (4) The following table describes each component of the “All Other Compensation” column for
(a) All regular employees in the United States, including our NEOs, are eligible to receive annual physical and wellness incentives. However, officers may receive an enhanced physical under the executive physical program. This column reflects the average incremental cost of the executive physical program. Due to Health Insurance Portability and Accountability Act confidentiality requirements, we do not disclose actual use of this program by individual officers. (b) This column reflects reimbursement for professional advice related to tax, estate and financial planning. The maximum annual benefit for 2023 is $15,000, and reimbursements are attributed to the calendar year in which services are performed. Due to processing delays, the actual amount reimbursed to an officer may exceed $15,000 in a given year. (c) For Mr. Tillman, this column reflects access to a Company-provided car service based on cost to the Company. This benefit is offered to Mr. Tillman to allow the efficient use of his time and to provide safe transportation given the demands of his role, including travel, after hours/weekend obligations and extended work hours. We provide access to this benefit because we believe that the cost is outweighed by the convenience, increased safety and efficiency that it offers. This column would also reflect the aggregate incremental cost to the Company resulting from any permitted limited personal use of Company chartered aircraft by NEOs. However, no NEOs used Company chartered aircraft for this purpose in (d) This column reflects amounts contributed by us under the Thrift Plan and related non-qualified deferred compensation plans. See “Post-Employment Benefits” and “Nonqualified Deferred Compensation” for more information about the non-qualified plans. (e) The amounts shown represent contributions made on behalf of the NEOs for GRANTS OF PLAN-BASED AWARDS IN The following table provides information about all plan-based awards in
(1) This column shows potential payout opportunity established for the (2) Performance units and RSUs, discussed under “Long-Term Incentive Awards,” are denominated as an equivalent of one share of our common stock and, if earned, TSR performance units and RSUs are paid in stock and FCF performance units are paid in cash. (3) The amounts shown in this column reflect the total grant date fair values of RSUs and performance units calculated in accordance with generally accepted accounting principles in the United States regarding stock compensation. The value ultimately realized by each NEO upon the actual vesting of the award(s) may or may not be equal to this determined value. Valuation assumptions used in the calculation of these amounts are included in footnote 49 MARATHON OIL | EXECUTIVE COMPENSATION OUTSTANDING EQUITY AWARDS AT The following table provides information about the outstanding equity awards held by each NEO as of December 31,
(1) (4) Share-based TSR performance units granted in 2021, which have a performance period of January 1, 2021, to December 31, 2023. Awards are reflected assuming maximum (200%) performance. (8) Share-based FCF performance units granted in 2023, which have a performance period of January 1, 2023, to December 31, 2024. Awards are reflected assuming maximum (200%) performance. (9) This column reflects the value of unvested OPTION EXERCISES AND STOCK VESTED IN The following table provides information about the value realized by the NEOs on option award exercises and stock vesting during
(1) This column reflects the actual pre-tax income realized by NEOs upon exercise of stock options, which, in each case, is the fair market value of the shares on the exercise date less the grant price. (2) Included in this column are the vesting of restricted stock/units, as well as the following vested performance units that were settled in stock: for Mr. Tillman, (3) Calculated based on the fair market value of the shares on the vesting date and includes the following cash payments for dividend equivalents on vested performance units: for Mr. Tillman, POST-EMPLOYMENT BENEFITS Marathon Oil offers NEOs the opportunity to save for retirement as follows: » Marathon Oil Company Thrift Plan, or Thrift Plan: a tax-qualified 401(k) plan that currently provides for company matching contributions of up to 7% of eligible earnings. » Retirement Plan of Marathon Oil Company, or Retirement Plan: a tax qualified defined benefit pension plan. 51 MARATHON OIL | EXECUTIVE COMPENSATION » Marathon Oil Company Excess Benefit Plan, or Excess Plan: a nonqualified plan. The defined benefit portion allows participants to accrue benefits above the defined benefit tax limits, and the defined contribution portion allows participants to accrue benefits above the defined contribution tax limits. » Marathon Oil Company Deferred Compensation Plan, or Deferred Compensation Plan: a nonqualified plan allowing participants to defer a portion of their compensation and accrue benefits above the Thrift Plan tax limits. All plans have a three-year vesting requirement for company contributions. All NEOs have met the vesting requirement. See “Nonqualified Deferred Compensation” below for additional information on the Deferred Compensation Plan and the defined contribution portion of the Excess Plan. Retirement Plan In general, all regular full-time and part-time employees in the United States are eligible to participate in the Retirement Plan as of their date of hire. Benefit accruals are determined under a cash-balance formula, under which plan participants receive pay credits each year equal to a percentage of eligible compensation based on their plan points. Plan points equal the sum of a participant’s age and cash-balance service. Participants with fewer than 50 points receive a 7% pay credit percentage; participants with 50 to 69 points receive a 9% pay credit percentage; and participants with 70 or more points receive an 11% pay credit percentage. Participants are also credited with interest at a rate based on the 30-year Treasury rate with a 3.00% minimum, which in For Normal retirement age under the Retirement Plan is age 65. Retirement Plan benefits include various annuity and installment options and a lump sum distribution option. We have not granted years of service in addition to the service recognized under the terms of our qualified retirement plans (applicable to a broad-based group of employees) to any NEO for purposes of retirement benefit accruals. Excess Plan - Defined Benefit Portion The Excess Plan for certain highly compensated employees, including our NEOs, provides benefits that participants would have received under our tax-qualified Retirement Plan but for certain Internal Revenue Code limitations. Eligible compensation under the Excess Plan includes deferred compensation contributions made by NEOs. The Excess Plan also provides an enhancement for officers based on the three highest bonuses earned during their last ten years of employment, instead of the consecutive bonus formula in place for non-officers. Distributions under the Excess Plan are paid in a lump sum following separation from service. MARATHON OIL | EXECUTIVE COMPENSATION 52 Pension Benefits Table The following table shows the actuarial present value of accumulated benefits payable to each NEO under the Retirement Plan and the defined benefit portion of the Excess Plan as of December 31,
(1) Represents the number of years the NEO has participated in the plan (including eligible prior service). (2) Assuming a discount rate of NONQUALIFIED DEFERRED COMPENSATION We offer certain employees, including our NEOs, the opportunity to accrue benefits equal to the Company matching contributions they would have received under the Thrift Plan but for certain Internal Revenue Code limitations. Officers generally accrue these benefits in the Deferred Compensation Plan, while other employees accrue such benefits in the defined contribution portion of the Excess Plan. Both plans have a three-year vesting requirement for company contributions. All NEOs have met the vesting requirement. Distributions from the Deferred Compensation Plan and the Excess Plan are paid as a lump sum following separation from service. Deferred Compensation Plan The Deferred Compensation Plan is an unfunded, nonqualified plan into which a participant may elect to defer up to 20% of his or her eligible compensation each year. Participants are fully vested in their own deferrals under the plan. Additionally, participants can receive company contributions into the plan equal to the maximum potential matching contribution under the Thrift Plan after they have reached defined contribution accruals under the Thrift Plan in excess of tax limits. The investment options available under the Deferred Compensation Plan generally mirror the core investment options available under the Thrift Plan. 53 MARATHON OIL | EXECUTIVE COMPENSATION Excess Plan - Defined Contribution Portion Prior to becoming eligible for participation in the Deferred Compensation Plan, NEOs may have received defined contribution accruals under the Excess Plan. These contributions were available after a participant’s Thrift Plan contributions were limited due to tax requirements and equaled the matching contribution that participants would have received under the Thrift Plan but for limits imposed by tax law. Defined contribution accruals in the Excess Plan are credited with interest equal to that paid in the “Managed Income Portfolio II” option of the Marathon Oil Company Thrift Plan. The annual rate of return on this option for Nonqualified Deferred Compensation Table The following table shows each NEO’s accumulated benefits under our Deferred Compensation Plan for
(1) The amounts shown in this column are also included in the “All Other Compensation” column of the Summary Compensation Table. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As a matter of policy, we do not enter into employment, severance or change in control agreements with our NEOs. Rather, we provide a Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (Change in Control Plan), which is described in more detail below. Retirement or Separation Upon retirement or separation, our NEOs are entitled to receive their vested benefits that have accrued under our broad-based and executive benefit programs. For more information, see “Post-Employment Benefits” and “Nonqualified Deferred Compensation.” Unvested outstanding equity awards generally forfeit upon a separation from service. Certain of our outstanding equity awards include limited exceptions in connection with retirement. Unvested RSU awards will continue to vest based on the original vesting date if a NEO is at least age 60 with five years of service upon separation from service and certain additional requirements are met. Unvested MARATHON OIL | EXECUTIVE COMPENSATION 54 later are forfeited upon a separation from service unless a NEO is at least age 60 with five years of service, has worked at least half of the performance period and meets certain other requirements, in which case awards may be vested on a prorated basis at the Committee’s discretion. Death or Disability In the event of death or disability, our NEOs (or the beneficiary or estate, as defined by the plan terms) would be entitled to vested benefits accrued under our broad-based and executive benefits programs. LTI awards would immediately vest in full upon the death of an NEO, with performance units vesting at the target level. In the event of disability, performance unit awards would generally continue to vest as if the NEO remained actively employed during the period of disability (meaning the NEO has been determined to be disabled under the Company’s long-term disability plan or can provide proof of a Social Security determination of disability). However, for Change in Control To encourage our NEOs to continue their dedication to their assigned duties where a change in control of the Company is under consideration, our Change in Control Plan provides severance benefits if employment is terminated under certain circumstances either within two years following a change in control or prior to a change in control if the NEO reasonably demonstrates that such termination of employment was at the request of actions by a third party who has taken steps reasonably calculated to effect a change in control. Under the Change in Control Plan, a change in control generally will have occurred if: » Any person not affiliated with Marathon Oil acquires 20% or more of the voting power of our outstanding securities; » Our Board no longer has a majority comprised of (1) individuals who were directors on the effective date of the plan and (2) new directors (other than directors who join our Board in connection with an election contest) approved by two-thirds of the directors then in office who (a) were directors on the effective date of the plan or (b) were themselves previously approved by our Board in this manner; » We merge with another company and, as a result, our stockholders hold less than 50% of the surviving entity’s voting power immediately after the transaction; » Our stockholders approve a plan of complete liquidation of Marathon Oil; or » We sell all or substantially all of our assets. If an NEO was terminated » a cash payment of up to three times the sum of (1) the NEO’s base salary (as in effect immediately prior to the occurrence of the circumstances giving rise to the termination from employment or, if higher, immediately prior to the change in control) and (2) the greater of (a) the NEO’s annual bonus at target for the year in which the termination from employment occurs or (b) the highest of the annual bonuses paid to the NEO for each of the three years before the termination from employment or, if higher, for each of the three years before the change in control; » a cash payment equal to the NEO’s annual bonus at target level multiplied by a fraction equal to the number of days in the bonus calculation year during which the NEO was employed divided by 365; and » a cash payment equal to eighteen times the monthly COBRA premium in effect at the NEO’s termination from employment for the level of coverage in which the NEO participated immediately prior to his or her termination from employment. 55 MARATHON OIL | EXECUTIVE COMPENSATION These benefits are not payable if the termination is for cause (as defined in the Change in Control Plan) or due to mandatory retirement, death, disability or resignation (other than for good reason, as defined in the Change in Control Plan) by the NEO. The program includes no provisions to reimburse or “gross up” tax obligations following a change in control. If a change in control occurs prior to the end of a performance period, unvested performance units Accelerated vesting of unvested The Change in Control Plan will continue in effect for at least two years after a change in control. The following tables assume a termination date or change in control date of December Payments Upon a Change in Control without Termination of Employment
Payments Upon a Change in Control Followed by Termination of Employment with Good Reason or by the Company without Cause
(1) Reflects the accelerated vesting of LTI (2) Reflects an amount equal to 18 months multiplied by the monthly COBRA premium in effect at the NEO’s date of separation from service for the level of coverage in which the NEO participated immediately prior to the date of separation from service.
We are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company as required by and determined under SEC rules. See the “Compensation Discussion and Analysis” for additional information regarding the Company’s compensation philosophy, executive compensation program and how the Company’s executive compensation for our NEOs aligns with the Company’s performance. PAY VERSUS PERFORMANCE TABLE The following table provides information for the past
(1) The PEO for all covered fiscal years was Mr. Tillman, our CEO. For 2020, the other NEOs were: Messrs. Whitehead, Little, Wagner and Hedgebeth. Messrs. Little and Hedgebeth remained employed with the Company through December 31, 2020, and as previously disclosed, retired and resigned, respectively. For 2021, 2022 and (2) To calculate “compensation actually paid,” the following amounts were deducted from or added to the Summary Compensation Table Total:
57 MARATHON OIL | PAY VERSUS PERFORMANCE (a) For each covered fiscal year, these columns represent the deductions from the Summary Compensation Table Total of: (ai) grant date fair value of Stock Awards and Option Awards and (aii) Change in Pension Value. (b) For each covered fiscal year, these columns represent the additions to the Summary Compensation Table Total of: (bi) the fair value of equity calculated in accordance with the SEC methodology for determining “compensation actually paid” and (bii) Total Pension Benefit Adjustment, which represents service cost, as defined under FASB ASC 715 as the actuarial present value of benefits attributed to services rendered by an officer during the covered year; there were no prior service cost amounts established during the covered fiscal years. Note that the amounts reflected for the “Other NEOs” is an average. For each covered fiscal year, there were no equity awards that were granted and vested in the same year, and there were no equity awards that failed to meet vesting conditions in the year. Additionally, the methodology for the valuation assumptions used to calculate the fair value of the equity awards is the same as that used to determine the aggregate grant date fair values disclosed in the Summary Compensation Table, though with adjustments for the applicable time period. We do not view these adjustments as material differences in the assumptions. As disclosed in the Summary Compensation Table, the assumptions used to calculate the aggregate grant date fair values reflected in that table are included in footnotes to our consolidated financial statements in our annual reports on Form 10-K for the years ended December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020. (3) The peer group used for this pay versus performance disclosure is the same as the peer group used for purposes of Item 201(e) of Regulation S-K (the 201(e) peer group or peer group) as disclosed in our consolidated financial statements in our annual report on Form 10-K for FINANCIAL PERFORMANCE MEASURES The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
For MARATHON OIL | PAY VERSUS PERFORMANCE 58 and Analysis”. Cumulative free cash flow and relative TSR are utilized in our represents the most important financial performance measure (not otherwise required to be disclosed in the pay versus performance table) used by the Company to link “compensation actually paid” (CAP) to the Company’s NEOs to Company performance for the RELATIONSHIP BETWEEN CERTAIN INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE Compensation Actually Paid versus Cumulative Company TSR, Net Income and Cash Flow Per Debt Adjusted Share The below three charts demonstrate that CAP to the NEOs generally aligns with trends in the Company’s cumulative TSR, net income and cash flow per debt adjusted share CAP vs Company Cumulative TSR 59 MARATHON OIL | PAY VERSUS PERFORMANCE CAP vs Company Net Income CAP vs Company Cash Flow per Debt Adjusted Company Cumulative TSR versus Peer Group Cumulative TSR As demonstrated by the following chart, the Company’s cumulative TSR over the 2020 through Company Cumulative TSR vs Peer Group Cumulative TSR 61 MARATHON OIL | PAY VERSUS PERFORMANCE
We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Tillman, our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner that is consistent with applicable law, regulatory and other guidance. PAY RATIO For our last completed fiscal year, the annual total compensation for our median employee was METHODOLOGY USED TO IDENTIFY MEDIAN EMPLOYEE To identify the annual total compensation for all The majority of our employees are on our United States payroll, and the compensation used for employees on the United States payroll is compensation that would be reflected in Box 5 of Form W-2 for the period from January 1, The compensation used for employees on the Equatorial Guinea payroll reflects pay from December 16, These measures of compensation were selected based on our view that each measure provides a reasonable estimate of the comprehensive compensation payments to our employees on each of the relevant payrolls. Taken in the aggregate, we believe this data provides a reasonable estimate of the annual total compensation of all employees of Marathon Oil and its consolidated subsidiaries. As of October 1, Using this methodology, we determined that our median employee was a salaried, full-time employee working in the United States.
We have written procedures for monitoring, reviewing, approving or ratifying related person transactions. We will enter into or ratify related person transactions only when our Board, acting through the Corporate Governance and Nominating Committee, determines that the related person transaction is in the best interests of the Company and its stockholders. The primary features of these procedures are: » Each director and executive officer must submit a list of his or her immediate family members, each listed individual’s employer and job title, each firm, corporation or other entity in which such individual is a director, executive officer, partner or principal or in a similar position or in which such person has a five percent or greater beneficial ownership interest, and any profit, non-profit charitable or trade organization for which such individual is actively involved in fundraising or otherwise serves as a director, trustee or in a similar capacity. » The Company maintains a list, to the extent the information is publicly available, of five percent beneficial owners and certain information regarding such five percent beneficial owners, including if the owner is an individual, the same information requested of directors and executive officers as noted above. » Any related person proposed transaction that involves an amount in excess of $120,000 is submitted to the Corporate Governance and Nominating Committee or the Board at the next regularly scheduled meeting or, in certain cases, to the Committee Chair or other uninterested member of the Corporate Governance and Nominating Committee delegated authority to act on such matters. The facts and circumstances of each proposed related person transaction are reviewed and considered, and a determination is made regarding whether to approve it. » Additionally, the Company’s accounts payable, accounts receivable and payroll departments produce quarterly reports of any amounts paid or payable to, or received or receivable from, any related person identified in the lists mentioned above, which are reviewed internally to determine if there are any related person transactions that were not previously approved or ratified. If any such transaction is identified based on this review, it is promptly submitted to the Corporate Governance and Nominating Committee, Committee Chair or other member of the Corporate Governance and Nominating Committee, as appropriate, which reviews the transaction and considers all of the relevant facts and circumstances and a determination is made regarding ratification, modification or termination of the identified transaction. If any such transaction is identified, Internal Audit will perform an evaluation of the Company’s controls and procedures. » The Corporate Governance and Nominating Committee annually reviews any previously approved or ratified related person transaction with a remaining term of more than six months or remaining amounts payable to or receivable from the Company of more than $120,000. Based on all relevant facts and circumstances, taking into consideration the Company’s contractual obligations, the Corporate Governance and Nominating Committee determines whether it is in the best interests of the Company and its stockholders to continue, modify or terminate the transaction. During 63 MARATHON OIL | TRANSACTIONS WITH RELATED PERSONS
The Audit and Finance Committee’s purpose is to assist our Board in fulfilling its oversight responsibilities relating to, among other things: » the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls; » the engagement of the independent auditor and the evaluation of the independent auditor’s qualifications, independence and performance; » the performance of the internal audit function; » the Company’s compliance with legal and regulatory requirements; and » the Company’s risk management process. The Audit and Finance Committee is comprised of Management has primary responsibility for preparing our financial statements and establishing and maintaining our internal control over financial reporting. The Company’s independent auditor is responsible for auditing our financial statements and the effectiveness of our internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (PCAOB), and issuing its reports based on those audits. The Audit and Finance Committee oversees these processes. In connection with the evaluation, appointment and retention of the independent registered public accountants, the Audit and Finance Committee annually reviews the qualifications, performance and independence of the independent auditor and lead engagement partner and assures the regular rotation of the lead engagement partner as required. In doing so, the Audit and Finance Committee considers a number of factors including, but not limited to: quality of services provided; technical expertise and knowledge of the industry; effective communication; objectivity; and independence. Based on this evaluation, the Audit and Finance Committee has selected PricewaterhouseCoopers LLP (PwC), an independent registered public accounting firm, to audit the Company’s financial statements and the effectiveness of internal control over financial reporting for We are seeking our stockholders’ ratification of the appointment of PwC to audit the Company’s financial statements and the effectiveness of internal control over financial reporting for The Audit and Finance Committee reviews and pre-approves the fees and expenses of the independent auditor for audit, audit-related, tax and permissible non-audit services. See “Proposal 2: Ratification of Independent Auditor for In connection with the preparation of the Company’s audited financial statements for the year ended December 31, » The Audit and Finance Committee reviewed and discussed with management the Company’s audited financial statements and its report on internal control over financial reporting for » The Audit and Finance Committee met throughout the year with management and PwC, and met with PwC each quarter without the presence of management. The Audit and Finance Committee discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. » The Audit and Finance Committee received written communication from PwC, including those related to independence, required by the PCAOB for independent auditor communications with audit committees, and has discussed with PwC that firm’s independence. The Audit and Finance Committee has also considered whether PwC’s provision of non-audit services to the Company was compatible with maintaining such independence. Based on this review and discussion, the Audit and Finance Committee recommended to our Board that the Company’s audited financial statements for the year ended December 31, AUDIT AND FINANCE COMMITTEE Holli C. Ladhani, Chair M. Elise Hyland Brent J. Smolik Shawn D. Williams 65 MARATHON OIL | AUDIT AND FINANCE COMMITTEE REPORT
The Audit and Finance Committee has selected PricewaterhouseCoopers LLP (PwC), an independent registered public accounting firm, to audit the Company’s financial statements and the effectiveness of internal control over financial reporting for We expect representatives of PwC to be present at the Annual Meeting with an opportunity to make a statement if they would like to do so and to be available to respond to appropriate questions from our stockholders. YOUR BOARD RECOMMENDS A VOTE FOR PROPOSAL 2 RATIFYING THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR If our stockholders do not ratify this appointment, the Audit and Finance Committee will reconsider whether to retain PwC and may retain that firm or another firm without resubmitting the matter to our stockholders. Even if the appointment is ratified, the Audit and Finance Committee may, in its discretion, direct the appointment of a different independent auditor at any time during the year if it determines that such change would be in the best interests of the Company and our stockholders. Aggregate fees for professional services rendered for the Company by PwC for the years ended December 31,
Audit Fees were for professional services rendered for the audit of the consolidated financial statements and audit of internal control over financial reporting of the Company, statutory and regulatory audits, issuance of comfort letters, consents and assistance with and review of documents filed with the SEC. Audit-Related Fees were for assurance and related services related to attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. Tax Fees were for services related to tax compliance, including the preparation of tax returns and claims for refund, and tax planning and tax advice, including assistance with and representation in tax audits and appeals, and requests for rulings or technical advice from tax authorities. All Other Fees were for services rendered for accounting research, internal audit software licenses and other projects. The Audit and Finance Committee reviews and approves the fees and expenses of the independent auditor for audit, audit-related, tax and permissible non-audit services. To assure continuing auditor independence, the Audit and Finance Committee annually reviews the independence of the independent auditors, in addition to assuring the regular rotation of the lead audit partner as required and considering whether there should be a rotation of the independent audit firm itself. In conjunction with the mandated rotation of the lead audit partner, the Audit and Finance Committee and its chairperson are directly involved in the selection of PwC’s lead engagement partner. The Audit and Finance Committee’s Policy for Pre-Approval of Audit, Audit-Related, Tax and Permissible Non-Audit Services is available at www.marathonoil.com under Investors—Corporate Governance—Policies and Reporting—Policies. Among other things, this policy sets forth the procedure for the Audit and Finance Committee to pre-approve all audit, audit-related, tax and permissible non-audit services, other than as provided under the de minimis exception. Notwithstanding the de minimis exception, the Committee’s standard practice is to pre-approve all permissible non-audit services. The Audit and Finance Committee has delegated pre-approval authority of up to $500,000 to the Audit and Finance Committee Chair for unbudgeted items. The Audit and Finance Committee pre-approved all the fees and services for
67 MARATHON OIL | PROPOSAL 2: INDEPENDENT AUDITOR
In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we seek your advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement under “Compensation Discussion and Analysis” and “Executive Compensation.” YOUR BOARD RECOMMENDS A VOTE FOR PROPOSAL 3 APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. Although this vote is non-binding, the Compensation Committee values your opinion and will consider the voting results when making future decisions about executive compensation. Additionally, we believe that constructive dialogue with our stockholders provides meaningful feedback about specific executive compensation practices and programs, and we encourage our stockholders to communicate directly with both management and the Compensation Committee about executive compensation. Stockholders may contact the Compensation Committee Chair to provide input on executive compensation matters at any time by emailing compchair@marathonoil.com. As described under “Compensation Discussion and Analysis,” the Compensation Committee, comprised entirely of independent directors, has established an executive compensation program that rewards both company and individual performance. Our Compensation Committee consistently exercises great care and discipline in determining executive compensation. Executive compensation decisions are made in order to attract, retain and motivate talented executives to deliver business results and long-term value to our stockholders. We currently seek the advisory vote of our stockholders to approve the compensation of our named executive officers on an annual basis and expect that the next such advisory vote will be held at our
You are voting on a proposal to approve an amendment to the Company’s Charter to provide for the exculpation of certain officers of the Company as permitted by recent amendments to Delaware law. In August 2022, Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) was amended to permit Delaware corporations to limit or eliminate the personal liability of an officer for monetary damages for certain breaches of fiduciary duty as an officer involving breaches of the duty of care. Historically, only directors could be so exculpated. The Currently, Article Eleventh of our YOUR BOARD RECOMMENDS A VOTE FOR PROPOSAL 4 APPROVING AN AMENDMENT TO OUR CHARTER TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED UNDER DELAWARE LAW The Board strongly believes that 69 MARATHON OIL | PROPOSAL 4: AMENDMENT TO CHARTER Such concerns may also limit the pool of qualified individuals willing to serve as officers of the Company, especially as our peers and others with whom we compete for talent adopt similar exculpation provisions. In Additionally, more closely aligning the exculpation of directors and officers will remove a discrepancy in the treatment of directors for direct claims brought by stockholders for breaches of the duty of care that is not currently afforded to our officers. The proposed amendments will not affect any other traditional checks against officers, as claims may still be brought against them for breach of the fiduciary duty of loyalty or actions taken in bad faith, and the Board Accordingly, after carefully reviewing these considerations, including the potential benefits anticipated to accrue to the Company and The foregoing description of the proposed amendments to the Charter contemplated by this Proposal 4 is If this Proposal 4 is approved by the Company’s stockholders at the Annual Meeting, the proposed amendment to the Charter will become effective upon the filing of the Charter with the Delaware Secretary of State. This filing is expected to occur shortly after the Annual Meeting. If this Proposal 4 is not
MARATHON OIL | PROPOSAL 4:
MARATHON OIL | QUESTIONS AND ANSWERS
73 MARATHON OIL | QUESTIONS AND ANSWERS
Proposal 4, regarding an amendment to our Charter, will require the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote thereon. Abstentions and Broker non-votes will have the same effect as a vote against Proposal 4.
MARATHON OIL | QUESTIONS AND ANSWERS 74
As of the date of this Proxy Statement, our management has no knowledge of any business to be presented for consideration at the Annual Meeting, other than that set forth in the Notice of Annual Meeting of Stockholders and as more specifically described in this Proxy Statement, and, therefore, it is not expected that any other business will be brought before the Annual Meeting. However, if any other business should properly come before the Annual Meeting, it is the intention of the persons named on the enclosed proxy card to vote the signed proxies received by them in accordance with their best judgment on such business and any matters dealing with the conduct of the Annual Meeting. By order of our Board of Directors, Kim Warnica Executive Vice President, General Counsel and Secretary April Houston, Texas Your vote is very important – please vote promptly. MARATHON OIL | OTHER BUSINESS
Non-GAAP Reconciliations Marathon Oil’s consolidated financial statements for the year ended December 31, Adjusted Cash Flow from Operations Our presentation of adjusted CFO is a non-GAAP measure. Adjusted CFO is defined as net cash provided by operating activities adjusted for changes in working capital. Management believes this is useful to investors as an indicator of Marathon Oil’s ability to generate cash quarterly or year-to-date by eliminating differences caused by the timing of certain working capital items.
Adjusted Free Cash Flow Our presentation of adjusted free cash flow is a non-GAAP measure. Adjusted free cash flow before dividend (“adjusted free cash flow”) is defined as net cash provided by operating activities adjusted for working capital, capital expenditures, and EG LNG return of capital and other. Management believes this is useful to investors as a measure of Marathon Oil’s ability to fund its capital expenditure programs, service debt and other distributions to stockholders.
A-1 MARATHON OIL | ANNEX A Reinvestment Rate Our presentation of reinvestment rate is a non-GAAP measure. The reinvestment rate is defined as total capital expenditures
Cash Flow per Debt Adjusted Share Cash flow per debt adjusted share is calculated by dividing operating cash flow before working capital plus net interest after tax by total shares including debt shares (debt shares are the average net debt during a calendar year divided by the stock price, or simply equitizing debt). Cash flow per debt adjusted share is a non-GAAP measure for which there is no GAAP equivalent. MARATHON OIL | ANNEX A A-2
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARATHON OIL CORPORATION * * * * * * Marathon Oil Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Marathon Oil Corporation and the name under which the corporation was originally incorporated is USX HoldCo, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State was May 30, 2001. The Certificate of Incorporation was further amended and restated and filed with the Secretary of State on (i) April 25, 2007, and (ii) May 30, 2018. 2. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the amendment set forth herein has been duly approved by the Board of Directors and stockholders of Marathon Oil Corporation. 3. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation further restates and integrates and further amends the provisions of the Restated Certificate of Incorporation of this corporation by (i) amending Article Eleventh to exculpate officers from certain liability.Fourth to increase the number of authorized shares of capital stock from 1,126 million to 1,951 million and to increase the number of authorized shares of common stock from 1,100 million to 1,925 million. 4. The text of the Amended and Restated Certificate of Incorporation as amended or supplemented heretofore is further amended hereby to read as herein set forth in full: First: The name of the Corporation (which is hereinafter referred to as the "Corporation") is MARATHON OIL CORPORATION Second: Its registered office and place of business in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The registered agent in charge thereof upon whom process against the Corporation may be served is The Corporation Trust Company. Third: The purposes of the Corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. Fourth: The total number of shares of capital stock which the Corporation shall have authority to issue is One Billion Nine Hundred Fifty One Million (1,951,000,000), of which One Billion Nine Hundred Twenty Five Million (1,925,000,000) shares shall be Common Stock having a par value of one dollar ($1.00) per share and Twenty Six Million (26,000,000) shares shall be shares of Preferred Stock, without par value (hereinafter called “Preferred Stock”). A statement of the designations of the Preferred Stock or of any series thereof, and the powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, or of the authority of the Board of Directors to fix by resolution or resolutions such designations and other terms not fixed by the Certificate of Incorporation, is as follows: APP-1 MARATHON OIL | APPENDIX A 1. The Preferred Stock may be issued in one or more series, from time to time, with each such series to have such designation, powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation, subject to the limitations prescribed by law and in accordance with the provisions hereof, the Board of Directors being hereby expressly vested with authority to adopt any such resolution or resolutions. The authority of the Board of Directors with respect to each such series shall include, but not be limited to, the determination or fixing of the following: (i) The distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board of Directors in creating such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board of Directors; (ii) The dividend rate of such series, the conditions and times upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of stock or series thereof, or any other series of the same class, and whether dividends shall be cumulative or non-cumulative; (iii) The conditions upon which the shares of such series shall be subject to redemption by the Corporation and the times, prices and other terms and provisions upon which the shares of the series may be redeemed; (iv) Whether or not the shares of the series shall be subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if such retirement or sinking fund be established, the annual amount thereof and the terms and provisions relative to the operation thereof; (v) Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes, with or without par value, or of any other series of the same class, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange; (vi) Whether or not the shares of the series shall have voting rights, in addition to the voting rights provided by law, and, if so, subject to the limitation hereinafter set forth, the terms of such voting rights; (vii) The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution, or upon the distribution of assets of the Corporation; (viii) Any other powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of MARATHON OIL | APPENDIX A APP-2 the shares of such series, as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of this Certificate of Incorporation. 2. The holders of shares of the Preferred Stock of each series shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, dividends at the rates fixed by the Board of Directors for such series, and no more, before any dividends, other than dividends payable in Common Stock, shall be declared and paid, or set apart for payment, on the Common Stock with respect to the same dividend period. 3. Whenever, at any time, dividends on the then outstanding Preferred Stock as may be required with respect to any series outstanding shall have been paid or declared and set apart for payment on the then outstanding Preferred Stock, and after complying with respect to any retirement or sinking fund or funds for any series of Preferred Stock, the Board of Directors may, subject to the provisions of the resolution or resolutions creating any series of Preferred Stock, declare and pay dividends on the Common Stock, and the holders of shares of the Preferred Stock shall not be entitled to share therein. 4. The holders of shares of the Preferred Stock of each series shall be entitled upon liquidation or dissolution or upon the distribution of the assets of the Corporation to such preferences as provided in the resolution or resolutions creating such series of Preferred Stock, and no more, before any distribution of the assets of the Corporation shall be made to the holders of shares of the Common Stock. 5. Except as otherwise provided by a resolution or resolutions of the Board of Directors creating any series of Preferred Stock or by the General Corporation Law of Delaware, the holders of shares of the Common Stock issued and outstanding shall have and possess the exclusive right to notice of stockholders' meetings and the exclusive power to vote. The holders of shares of the Preferred Stock issued and outstanding shall, in no event, be entitled to more than one vote for each share of Preferred Stock held by them unless otherwise required by law. As used in this Article Fourth, the term “Board of Directors” shall include the Board of Directors of the Corporation and, to the extent permitted by the General Corporation Law of the State of Delaware, any duly authorized committee of such Board of Directors. Fifth: The existence of the Corporation is to be perpetual. Sixth: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever. Seventh: The number of directors of the Corporation shall be fixed from time to time by, or in the manner provided in, its by-laws and may be increased or decreased as therein provided; but the number thereof shall not be less than three. At the 2007 annual meeting of the stockholders of the Corporation, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2008 annual meeting of the APP-3 MARATHON OIL | APPENDIX A stockholders of the Corporation; at the 2008 annual meeting of the stockholders of the Corporation, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2009 annual meeting of the stockholders of the Corporation; and at each annual meeting of the stockholders of the Corporation thereafter, the directors shall be elected for terms expiring at the next succeeding annual meeting of the stockholders of the Corporation. In the case of any increase in the number of directors of the Corporation, the additional director or directors shall be elected by the Board of Directors. In the case of any vacancy in the Board of Directors from death, resignation, disqualification or other cause, a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, shall be elected by a majority of the Board of Directors then in office, though less than a quorum. Eighth: The Board of Directors shall have power to adopt, amend and repeal the by-laws at any regular or special meeting of the Board of Directors, provided that notice of intention to adopt, amend or repeal the by-laws in whole or in part shall have been included in the notice of meeting; or, without any such notice, by a vote of two-thirds of the directors then in office. Stockholders may adopt, amend and repeal the by-laws at any regular or special meeting of the stockholders by an affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote thereon, provided that notice of intention to adopt, amend or repeal the by-laws in whole or in part shall have been included in the notice of the meeting. Any action required to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders or otherwise, may not be taken without a meeting, prior notice and a vote, and stockholders may not act by written consent. Ninth: The Board of Directors from time to time shall determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by law or authorized by the Board of Directors, or by the stockholders. Tenth: The directors may from time to time declare such dividends as they shall deem advisable and proper, subject to the provisions of Article Fourth and to such restrictions as may be imposed by law, and cause the Corporation to pay the same to the stockholders at such times as they shall fix. The Board of Directors shall have power to issue bonds, debentures, or other obligations, either non-convertible or convertible into the Corporation's stock, subject to the provisions of Article Fourth and upon such terms, in such manner and under such conditions in conformity with law, as may be fixed by the Board of Directors prior to the issue of such bonds, debentures or other obligations. Eleventh: No director or officer shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director or officer as a director or officer, as applicable, except (i) for breach of the director's or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) with respect to any director, pursuant to Section 174 of the Delaware General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director or officer derived an improper personal benefit or (v) with respect to any officer, in any action by or in the right of the Corporation. No amendment to or repeal of this Article Eleventh shall apply to or have any effect on the liability or alleged MARATHON OIL | APPENDIX A APP-4 liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Twelfth: The powers and authorities hereinbefore conferred upon the Board of Directors are in furtherance and not in limitation of those conferred by the laws of the State of Delaware. Thirteenth: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article. 5. This Restated Certificate of Incorporation was duly adopted and approved by the Board of Directors and the stockholders in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Marathon Oil Corporation has caused this Certificate to be signed by Kimberly O. WarnicaReginald D. Hedgebeth, its ExecutiveSenior Vice President, General Counsel and Secretary, this [ ]30th day of [ ]May, 202418. By:/s/ Reginald D. Hedgebeth______ Reginald D. Hedgebeth APP-5 MARATHON OIL | APPENDIX A
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