Governance Overview

The Marathon Oil board of directors oversees our business and assesses risk to promote high levels of environmental, social and governance (ESG) performance for the benefit of our stakeholders. Our Corporate Governance Principles describe the roles, responsibilities and functions of the board. Detailed information about the selection, election, independence, structure, diversity, committees, evaluation, risk management responsibilities and compensation of our board is available in our 2023 Proxy Statement.

As of May 24, 2023, Marathon Oil’s board of directors consists of eight members, seven of whom are independent. Lee Tillman is our chairman, president and CEO, and Marcela Donadio serves as independent lead director. In 2022, after a thoughtful search, the board elected two new directors: Mark A. McCollum, whose appointment was effective Dec. 1, 2022, and Shawn D. Williams, whose appointment was effective Feb. 1, 2023. In addition to being well respected in their fields, our new directors bring broader perspectives, industry insights and connections that help position Marathon Oil for further success.

Our board does not have a policy regarding whether the roles of chairman and CEO should be separate but decides based on what is best for our company. We believe that independent board oversight is essential to effective governance and our Corporate Governance Principles require that all our principal standing committees are composed entirely of independent directors.

The board has four principal standing committees: Audit and Finance; Compensation; Corporate Governance and Nominating; and Health, Environmental, Safety and Corporate Responsibility (HES&CR).

At Marathon Oil, promoting a culture of diversity and inclusion is important to us and it begins at the top. We’ve made progress on balancing various aspects of diversity so that our board and workforce better represent our stakeholders and the communities in which we operate. We view and define diversity in its broadest sense, encompassing gender, ethnicity, age, education, experience and leadership qualities. As of May 24, 2023, three of our eight directors self-identify as female, including our lead director. Two of our standing four board committees are led by women and two directors self-identify as ethnically/racially diverse. See our board of directors’ expertise matrix and relevant charts, current as of May 24, 2023.

It is the expectation of the board that every member devote the time and attention necessary to fulfill his or her duties as a director, including regularly preparing for, attending and actively participating in meetings of the board and meetings of committees on which they serve. Our board recognizes that service on other boards of directors often broadens and deepens the knowledge and experience of our directors, while also understanding that service on too many boards can potentially interfere with a director’s ability to perform his or her responsibilities. The Corporate Governance and Nominating Committee reviews and considers each candidate’s outside director time commitments prior to making its board election or reelection nomination recommendations to the full board.

Additionally, under our Corporate Governance Principles, when considering an additional board position, a director should take into account all of his or her current commitments, including any existing directorships and board leadership roles, and determine whether the acceptance of a new directorship will compromise his or her ability to perform present responsibilities. Before accepting an additional public board position, a director must notify the chairman of the board or the chairman of the Corporate Governance and Nominating Committee so that the Corporate Governance and Nominating Committee and the board may evaluate the impacts of such an additional commitment as it relates to his or her present duties to the company. In such event, the Corporate Governance and Nominating Committee and the full board will consider potential conflicts of interest and the nature and time commitment of a director’s service on all boards in evaluating whether the new directorship would interfere with that director’s ability to properly discharge his or her duties to the company. When reviewing a director’s other board commitments, consideration is given to any public company board leadership positions (e.g., committee chair). More information is available in our Corporate Governance Principles and our 2023 Proxy Statement.

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 program’s primary objectives are to link pay to performance, encourage creation of long-term shareholder value and pay competitively.

The board’s Compensation Committee reviews and recommends to our board all matters of policy and procedure relating to executive officer compensation. In doing so, it incorporates executive compensation best practices, such as engaging an independent compensation consultant to advise the committee.

We believe that improving our ESG performance is essential to maximizing shareholder value. Our short-term incentive program metrics align our financial and operational goals with our health, environmental, safety and security (HES&S) and corporate sustainability commitments. We reinforce our HES&S and sustainability commitments by including safety and GHG emissions intensity targets in our short-term, executive incentive scorecard. Together, these targets comprise 20% of the scorecard.

For more information about our 2022 executive compensation program, including our compensation philosophy, please see our 2023 Proxy Statement and the Compensation Committee Charter.