Magnolia Oil & Gas Corporation / "Lead Independent Director" | Tables in SEC filings

MGY Magnolia Oil & Gas Corporation

Definitive proxy

In early 2023, the Compensation Committee recommended to the Board for approval and the Board approved the increases reflected below, effective February 13, 2023, for the 2023 non-employee director compensation program, based on a review of the competitiveness of our non-employee director compensation program presented by the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). These adjustments position the Company near the market median of the 2023 Compensation Peer Group (described below under “Compensation Discussion and Analysis—Setting Executive Compensation—Compensation Peer Group”) and reflect the first increase in non-employee director compensation since 2019.


Compensation Element	2022		2023
Annual Cash Retainer	$	50,000	$	85,000
Annual Equity Retainer	$	130,000	$	165,000
Supplemental Retainer for Audit Committee Chair	$	15,000	$	20,000
Supplemental Retainer for Compensation Committee Chair	$	10,000	$	15,000
Supplemental Retainer for Governance Committee Chair	$	10,000	$	15,000

Supplemental Retainer for Audit Committee Members (other than the Audit Committee Chair)	$	5,000	$	5,000

Supplemental Retainer for Lead Independent Director (1)	$	10,000		n/a
Supplemental Retainer for Non-Executive Chairman (1)	$	25,000	$	25,000
Supplemental Equity Retainer for Non-Executive Chairman (1)		n/a	$	50,000

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