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 2022 Proxy Statement.

Marathon Oil’s board of directors consists of seven members, six of whom are independent.¹ Lee Tillman is our chairman, president and CEO, and the non-employee directors selected Marcela Donadio to serve as independent lead director, effective May 26, 2021. 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 of our principal 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.

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 where we operate. We view and define diversity in its broadest sense, encompassing gender, ethnicity, age, education, experience and leadership qualities. As of May 25, 2022, three of our seven directors self-identify as female, including our lead director. Two of our standing four board committees are led by women. See our board of directors’ expertise matrix and relevant charts, as of May 25, 2022.

Our success is based on 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, incorporating executive compensation best practices such as engaging an independent compensation consultant to advise the committee.

We believe 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. In 2020, we reinforced our HES&S and sustainability commitments by adding a greenhouse gas (GHG) emissions intensity metric to our strategic objectives. Building on that commitment, in 2021, we aligned compensation scorecards with key ESG priorities by adding a GHG emissions intensity target to our short-term, executive incentive scorecard. This target aims for an approximately 30% reduction in GHG emissions intensity measured against 2019 levels. We believe adding this metric strengthens the link between our operations and our commitment to addressing climate change risk.

For more information about our 2021 executive compensation program, including our compensation philosophy, please see our 2022 Proxy Statement and the Compensation Committee Charter.