Document

DEF 14A 1 a2022-mroproxystatement.htm DEF 14A Document


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 8, 2022

Dear Marathon Oil Corporation Stockholder,

2021 was an outstanding year at Marathon Oil, as evidenced by our bottom line financial results and environmental, safety and governance (ESG) excellence that compete not only with the best companies in energy, but with the best in the S&P 500.

We’re particularly proud of our strong safety performance, disciplined capital framework and compelling return of capital to stockholders, including executing over $1 billion of share repurchases since October and four consecutive base dividend raises, representing a cumulative 133% increase.

Throughout the year, we did not waver from our reinvestment rate capital allocation framework, generating over $2.2 billion of free cash flow, including approximately $900 million during fourth quarter alone, and returning that cash back to you, our stockholders. During fourth quarter, we returned more than 70% of our cash flow from operations to equity investors, significantly exceeding our minimum 40% commitment.

Marathon Oil believes continuously improving all elements of our ESG performance is foundational to maximizing long-term stockholder value. During 2021, we made remarkable progress toward our ESG objectives, including achieving our 30% greenhouse gas (GHG) intensity reduction target and improving total Company gas capture to 98.8%. In early 2022, we announced new environmental objectives that complement our existing 2025 GHG intensity goal, and which are consistent with the trajectory of the Paris Climate Agreement. Ultimately, we believe these new quantitative objectives highlight our commitment to meeting global energy demand with leading environmental performance.

Your Board of Directors and management cordially invite you to attend our 2022 Annual Meeting of Stockholders, to be held May 25, 2022, in the Level 6 Auditorium of One MRO, 990 Town & Country Blvd., Houston, TX 77024, at 10:00 a.m. Central Time. In the event it is not possible or advisable to hold our Annual Meeting in person because of the COVID-19 pandemic, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting virtually. If we take this step, we will announce the decision to do so in advance.

We value the communication we have established with our stockholders. We look forward to continuing to hear your views, and we ask for your continued support as we work to maximize the value of your investment in our Company.

We are making our proxy materials accessible online, which allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. Please read the Proxy Statement for more information about how to access the proxy materials online.

On April 13, 2022, we plan to mail to our U.S. stockholders a notice explaining how to access our 2022 Proxy Statement and 2021 Annual Report, request a printed copy of these materials and vote online. All other stockholders will continue to receive copies of the Proxy Statement and Annual Report by mail.

Your vote is important. Whether or not you plan to attend the meeting, we encourage you to vote promptly so that your shares will be represented and properly voted at the meeting.

Sincerely,

Lee M. Tillman

Marcela E. Donadio

Chairman, President and Chief Executive Officer

Independent Lead Director



						NOTICE OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS



TIME AND DATE:	PLACE:	RECORD DATE:
Wednesday, May 25, 2022 10:00 a.m. Central Time	One MRO, Level 6 Auditorium 990 Town & Country Blvd., Houston, TX 77024	March 28, 2022

If attending the 2022 Annual Meeting of Stockholders, please plan to arrive at least 30 minutes early to allow ample time for check-in. Additional details regarding Marathon Oil Corporation’s visitor protocol and COVID-19 Safety Requirements can be found in the Q&A section of this Proxy Statement on p. 63.

As part of our effort to maintain a healthy and safe environment at our Annual Meeting, we are closely monitoring statements issued by the Centers for Disease Control and Prevention regarding the COVID-19 pandemic. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting remotely on the Broadridge Virtual Shareholder Meeting Platform (VSM Platform). If we take this step, we will announce the decision to do so in advance via a press release and by filing the information with the SEC as supplemental proxy materials. Regardless, the meeting will still be held on Wednesday, May 25, 2022, 10:00 a.m. Central Time. If the meeting is held via the VSM Platform, you will be able to participate in the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/MRO2022 and entering your 16-digit control number found on your Notice of Internet Availability of Proxy Materials (Notice), proxy card or voting instructions.


AGENDA
At the 2022 Annual Meeting for Marathon Oil Corporation (Marathon Oil or Company), stockholders will be asked to vote on the following proposals:
ITEM 1: Elect 7 directors to serve until the 2023 Annual Meeting (read more on p. 5).
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 2022 (read more on p. 60).
þ			Your Board recommends a vote FOR Proposal 2.
ITEM 3: Approve on an advisory basis our 2021 named executive officer compensation (read more on p. 62).
þ			Your Board recommends a vote FOR Proposal 3.

Other Business: Stockholders will also transact any other business that properly comes before the meeting.

A list of stockholders entitled to vote at the meeting will be available at the meeting. If you plan to attend the meeting, you will need to present a government-issued photo identification, along with proof of your stock ownership as outlined in the Q&A under “Who will be admitted to the Annual Meeting?” If the meeting is held via the VSM Platform, you will be able to access the list of stockholders entitled to vote at the meeting by visiting www.virtualshareholdermeeting.com/MRO2022, entering your 16-digit control number, and clicking on “Registered Stockholder List.” You will need to complete an attestation form to access the list.

The Notice is being mailed, and the attached Proxy Statement is being made available, to our stockholders on or about April 13, 2022. Please read the attached Proxy Statement carefully and submit your vote as soon as possible. Your vote is important. Whether the meeting is held at the Level 6 Auditorium of One MRO or via the VSM Platform, we hope you will vote as soon as possible. You can ensure that your shares are voted at the meeting by using our online or telephone voting system or by completing, signing and returning a proxy card.


ONLINE	TELEPHONE	MAIL	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.	Dial 1-800-690-6903 and follow the recorded instructions. 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.

By order of our Board of Directors,

Kim Warnica

Executive Vice President, General Counsel and Secretary

April 13, 2022


PROXY STATEMENT

TABLE OF CONTENTS


ABOUT MARATHON OIL CORPORATION						1
PROXY OVERVIEW						4
PROPOSAL 1: ELECTION OF DIRECTORS						5
Director Qualifications and Nominations						5
Director Independence						5
Director Diversity						6
Board Skills and Experience Diversity Matrix						7
Director Commitments						8
Nominees for Director						9
CORPORATE GOVERNANCE						13
Board of Directors						13
Committees of our Board						13
Board Overview						15
Board Leadership Structure						15
Independent Director Leadership						16
Board and Committee Evaluations						16
Our Board’s Role in Risk Oversight						16
Risk Assessment Related to our Compensation Structure						17
Corporate Governance Principles						18
Code of Business Conduct						18
Health, Environmental, Safety and Corporate Responsibility						18
Policy for Reporting Business Ethics Concerns						20
Hedging Policy						21
Communications from Interested Parties						21
Compensation Committee Interlocks and Insider Participation						21
DIRECTOR COMPENSATION						21
Cash Compensation						21
Equity-Based Compensation and Stock Ownership Requirements						22
Matching Gifts Programs						22
202 1 Director Compensation Table						23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						24
COMPENSATION COMMITTEE REPORT						26


COMPENSATION DISCUSSION AND ANALYSIS						27
202 1 Executive Summary						27
2021 Program Changes: Realigning Pay to an Evolving Industry						28
Pay for Performance						30
Compensation Philosophy						31
Compensation Governance and Best Practices						32
How We Determine Executive Compensation						33
202 1 Executive Compensation Program Elements						34
202 1 Total Target Direct Compensation Overview						35
Base Salary						35
Annual Cash Bonus						36
Long-Term Incentives						40
Other Benefits						44
Stock Ownership Requirements						45
Tax Considerations						45
EXECUTIVE COMPENSATION						46
Summary Compensation Table						46
Grants of Plan-Based Awards in 202 1						48
Outstanding Equity Awards at 202 1 Fiscal Year-End						49
Option Exercises and Stock Vested in 2021						50
Post-Employment Benefits						50
Nonqualified Deferred Compensation						52
Potential Payments Upon Termination or Change in Control						53
CEO PAY RATIO						56
TRANSACTIONS WITH RELATED PERSONS						57
AUDIT AND FINANCE COMMITTEE REPORT						58
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITOR FOR 202 2						60
PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS						62
Q&A ABOUT THE ANNUAL MEETING						63
OTHER BUSINESS						67
ANNEX A						A-1

MARATHON OIL | TABLE OF CONTENTS


ABOUT MARATHON OIL CORPORATION

COMPANY OVERVIEW

We are an independent exploration and production company based in Houston, Texas, focused on U.S. resource plays: Eagle Ford in Texas, Bakken in North Dakota, STACK and SCOOP in Oklahoma and Northern Delaware in New Mexico. Our U.S. assets are complemented by our international operations in Equatorial Guinea.

Our overall business strategy is to responsibly deliver competitive corporate level returns, free cash flow and cash returns to stockholders, all of which are sustainable and resilient through long-term commodity price cycles. We expect to achieve our business strategy by adherence to a disciplined reinvestment rate capital allocation framework that limits our capital expenditures relative to our expected cash flow from operations. Keeping our workforce safe, maintaining a strong balance sheet, responsibly meeting global energy demand with a focus on continuously improving environmental performance, serving as a trusted partner to our local communities and maintaining best-in-class corporate governance standards are foundational to the execution of our strategy.

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 leading environmental performance, trusted partner to local communities, best-in-class governance

1 MARATHON OIL | ABOUT MARATHON OIL CORPORATION


ESG EXCELLENCE

We believe that we must deliver financial outcomes and ESG excellence that are competitive not only with our direct E&P peers but with the broader market as well. During 2021, we made comprehensive progress across all elements of our ESG related measures and significantly enhanced our environmental objectives.

1 Based on Total Recordable Incident Rate (TRIR) of 0.29; TRIR measures combined employee and contractor workforce incidents per 200,000 hours.

2 Greenhouse Gas (GHG) intensity: as measured by scope 1 and 2 metric tonnes carbon dioxide equivalent (CO2e) emissions per thousand barrels of oil equivalent of hydrocarbons produced from Marathon Oil-operated facilities. All percentage reductions are relative to 2019 GHG emissions intensity.

3 Gas Capture Percentage: the percentage by volume of wellhead natural gas captured upstream of low pressure separation and/or storage equipment such as vapor recovery towers and tanks.

4 Methane intensity: as measured by metric tonnes carbon dioxide equivalent (CO2e) emissions of methane per thousand barrels of oil equivalent of hydrocarbons produced from Marathon Oil-operated facilities. All percentage reductions are relative to 2019 Methane emissions intensity.

MARATHON OIL | ABOUT MARATHON OIL CORPORATION 2


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

Emphasize at-risk compensation designed to link pay to performance; all LTI vehicles denominated in shares

Offer employment agreements to our executive officers

Include ESG metrics in annual incentive compensation design to further align with stakeholder interest

Provide gross-up payments to cover excess parachute payment excise taxes for executive officers

Maintain stock ownership requirements for executive officers and directors

Allow margin, derivative or speculative transactions with our company stock, such as hedges, pledges and margin accounts, by executive officers and directors

Maintain “double-trigger” change in control cash severance payments and accelerated vesting of certain equity awards

Reward executives for excessive, inappropriate or unnecessary risk-taking

Incorporate compensation clawback provisions in annual and long-term incentives

Offer minimal use of perquisites and no related tax gross-ups

Proactively engage with our stockholders on compensation, environmental and governance issues

Engage an independent compensation consultant to advise the Committee

Dedicate significant time each year to robust executive succession planning and leadership development


FOCUS ON HEALTH, ENVIRONMENTAL, SAFETY AND CORPORATE RESPONSIBILITY

Our Board of Director’s (Board) key oversight role includes reviewing and aligning on corporate strategy, financial integrity and overseeing the sustainability of our enterprise and the strength of our risk management efforts. Our Board believes we have a responsibility to deliver long-term value to our stockholders, while also providing affordable and reliable energy in a responsible, safe and sustainable manner, and their decision-making takes climate-related risks into account. Our Board has four standing committees that assist with various aspects of this oversight: Audit and Finance; Compensation; Corporate Governance and Nominating; and Health, Environmental, Safety and Corporate Responsibility (HESCR). The HESCR Committee plays a vital role in our sustainability efforts and includes directors with experience in this area. One of the principal functions of the HESCR Committee is to identify, evaluate and monitor: (i) safety, (ii) health, environmental and climate issues, (iii) social, public policy and political trends and (iv) issues and concerns that could affect our business activities and performance. This committee meets at least twice per year to understand and monitor climate-

3 MARATHON OIL | ABOUT MARATHON OIL CORPORATION

related trends, issues, legislation, policies, practices and concerns. The Compensation Committee also ensures that our sustainability focus carries through certain components of our compensation structure. In 2021, the annual cash bonus incentive program approved by the Compensation Committee included safety and environmental performance metrics and objectives. See “Corporate Governance—Health, Environmental, Safety and Corporate Responsibility” for additional information.


FOCUS ON HUMAN CAPITAL MANAGEMENT

Our Board believes talent is one of the critical capabilities foundational to delivering on our corporate strategy. Intentional human capital management strategies enable us to attract, develop, retain and reward our dedicated employees. Our Vice President of Human Resources has leadership accountability for our workforce management policies and programs and reports directly to our CEO. Our Board provides oversight to our human capital management strategies as an integral part of our overall enterprise risk management process. Due to the importance of our workforce capabilities, the Board receives updates on our human capital management on a regular cadence.


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 5

Proposal No. 2: Ratification of Independent Auditor for 2022

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 2022 is in the best interest of the Company and its stockholders.

Pg 60

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 2021 compensation paid to our named executive officers, which is described in the section of this Proxy Statement entitled “Executive Compensation.”

Pg 62

MARATHON OIL | ABOUT MARATHON OIL CORPORATION 4


PROPOSAL 1: ELECTION OF DIRECTORS

Under our Restated Certificate of Incorporation, directors are elected for terms expiring at the next succeeding Annual Meeting of stockholders. We currently have 8 directors whose terms expire in 2022. Jason B. Few is not seeking reelection and his service will end at the Annual Meeting on May 25, 2022, at which time our Board will be set to seven (7) directors. Each director is nominated for a one-year term expiring at the 2023 Annual Meeting.

Directors are elected by a majority of votes cast. For a director to be elected, the number of shares cast “FOR” a director must exceed the number of votes cast “AGAINST” that director. Abstentions will have no effect in director elections. If any nominee for whom you have voted becomes unable to serve, your proxy may be voted for another person designated by our Board.

Our By-laws require any incumbent who does not receive sufficient votes to promptly tender his or her resignation to our Board. Our Corporate Governance and Nominating Committee will recommend to our Board whether to accept or reject the tendered resignation or take other action. Our Board will act on the tendered resignation, taking into account the Corporate Governance and Nominating Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation within 90 days after certification of the election results. In the event of a vacancy, our Board may fill the position or decrease the size of our Board.

DIRECTOR QUALIFICATIONS AND NOMINATIONS

Our Corporate Governance Principles set forth the process for director selection and director qualifications. In summary, the chair of the Corporate Governance and Nominating Committee, the CEO and the Secretary of the Company work, often with a third-party professional search firm, to review director candidates and their credentials when the Board believes there is a need. At least one member of the Corporate Governance and Nominating Committee, the Independent Lead Director and the CEO meet with the potential director candidate. This screening process applies to nominees recommended by the Corporate Governance and Nominating Committee, as well as nominees recommended by our stockholders in accordance with our By-laws or applicable law. Once a director has been selected either by our Board to serve until the next annual meeting or by election at the annual meeting, they undergo orientation and training. The Corporate Governance and Nominating Committee is responsible for reviewing with our Board the appropriate skills and characteristics required of directors. Directors should be individuals of substantial accomplishment with demonstrated leadership capabilities, and they should represent all stockholders rather than any special interest group or constituency. Selection of director nominees includes a consideration of numerous skills and qualifications, including:

» an evaluation of their independence;

» their business or professional experience;

» their integrity and judgment;

» their record of public service;

» their ability to devote sufficient time to the affairs of the Company;

» their diversity, including diversity of backgrounds and experience they will bring to our Board; and

» the Company’s needs at that particular time.

DIRECTOR INDEPENDENCE

All of our directors, other than our CEO, are independent. In accordance with applicable laws, regulations, our Corporate Governance Principles and the rules of the New York Stock Exchange (NYSE), the Board must affirmatively determine the independence of each director and director nominee. The Corporate Governance and Nominating Committee considers all relevant facts and circumstances including, without limitation, transactions during the previous year between the Company and the director directly, immediate family

5 MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS

members of the director, organizations with which the director is affiliated and the frequency and dollar amounts associated with these transactions. The Corporate Governance and Nominating Committee further considers whether the transactions were at arm’s length in the ordinary course of business and whether the transactions were consummated on terms and conditions similar to those of unrelated parties. The Corporate Governance and Nominating Committee then makes a recommendation to the Board with respect to the independence of each director and director nominee.

As part of the determination, the Corporate Governance and Nominating Committee and the Board considered that certain of the directors serve or previously served together on not-for-profit boards of charitable organizations and that the Company made various contributions to certain charitable organizations that the directors are associated with. The Board also took into account that certain entities affiliated or previously affiliated with the directors received payments or paid amounts to the Company in ordinary course business transactions that were at arm’s length.

Based on these considerations, the standards in our Corporate Governance Principles and the recommendation of the Corporate Governance and Nominating Committee, the Board determined that Chadwick C. Deaton, Marcela E. Donadio, Jason B. Few, M. Elise Hyland, Holli C. Ladhani, Brent J. Smolik and J. Kent Wells are independent. As CEO of the Company, Mr. Tillman is not independent.

DIRECTOR DIVERSITY

The Corporate Governance and Nominating Committee is responsible for reviewing with our Board the appropriate size and composition of the Board. When considering the director nominees, our Board will look at a diverse pool of candidates. We view and define diversity in its broadest sense, which includes gender, ethnicity, age, education, experience and leadership qualities. The Corporate Governance and Nominating Committee reviews each candidate’s business or professional experience, demonstrated leadership ability, integrity and judgment, record of public service, diversity, financial and technological acumen and international experience before recommending a candidate to the Board. Below is a summary of the Board diversity for the directors who are standing for reelection.

Board Gender, Ethnicity, Independence, Tenure and Age Diversity

GENDER

ETHNICITY

Three of our seven director nominees, including the Lead Director and the current chairs of the Audit and Finance and HESCR Committees, are female.

14% 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 62 years.

MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS 6

BOARD SKILLS AND EXPERIENCE DIVERSITY MATRIX

Our directors have a diversity of experience and skills that span a broad range of industries in the public and not-for-profit sectors. They bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen our Board’s ability to carry out its oversight role on behalf of our stockholders. The table below summarizes key qualifications, skills and attributes each director that is standing for reelection brings to our Board. The lack of a mark for a particular item does not mean the director does not possess that qualification or skill. However, a mark indicates a specific area of focus or expertise that the director brings to our Board. More details on each director’s qualifications, skills and attributes as of April 8, 2022 are included in the director biographies on the subsequent pages.

Tillman

Deaton

Donadio

Hyland

Ladhani

Smolik

Wells

Public Company CEO

Experience working as a CEO of a public company

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

E&P Industry Experience

Experience as executives or directors in, or in other leadership positions working with, the exploration and production industry

Engineering Expertise

Expertise through relevant undergraduate or graduate in engineering disciplines

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

HES Experience

Experience in managing matters related to health, environmental, safety and social responsibility in executive and operating roles

International

Global business or international experience

Information Technology

Experience in, or strong understanding of, the information technology and cyber-security issues facing the oil and gas industry

Risk Management

Executive experience managing risk

Outside Public Boards

—

7 MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR COMMITMENTS

It is the expectation of the Board that every member devote the significant 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. Under our Corporate Governance Principles, when considering an additional board position, a director should take into account all 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. Furthermore, before accepting an additional public board position, a director will 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 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 of, and time commitment relating to, a director’s service on all boards in evaluating whether the new directorship would interfere with such 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).

Notwithstanding the foregoing evaluation, under our Corporate Governance Principles, any director who serves on the board of directors of more than three (3) other public companies shall not be nominated for reelection to the Company’s Board at the next annual meeting of stockholders. Any director who is also an executive officer of a public company and serves on the board of directors of more than one (1) other public company shall not be nominated for reelection to the Company’s Board at the next annual meeting of stockholders. Any member of the Company’s Audit and Finance Committee who serves on the audit committee of more than two (2) other public companies shall be removed as a member of the Audit and Finance Committee. Prior to initial appointment to the Company’s Board, and in connection with the annual nomination of candidates for election or reelection to the Board, the Corporate Governance and Nominating Committee reviews and considers each candidate’s outside director time commitments prior to making its recommendation to the full Board for nomination to stand for election or reelection to the Board. All directors standing for reelection are currently in compliance with the Company’s policy on director commitments.

MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS 8

NOMINEES FOR DIRECTOR

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH NOMINEE


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 30 years of executive and management experience in the energy business, including over 15 years of senior executive experience in the oilfield services industry, provides him valuable knowledge, experience and management leadership regarding many of the same issues that we face as a publicly traded company in the oil and gas industry. His service on the boards of other publicly traded companies has provided him exposure to different industries and approaches to governance.
Former Executive Chairman, Chairman and CEO, Baker Hughes Incorporated Age: 69 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, Corporation Development Committee, Massachusetts Institute of Technology » Member of National Board, LSU Foundation » Board Member, Houston Food Bank EDUCATION » B.S. (accounting), Louisiana State University Ms. Donadio has audit and public accounting experience with a specialization in domestic and international operations in all segments of the energy industry, and is a licensed certified public accountant in the State of Texas. Her comprehensive knowledge of public company financial reporting regulations and compliance requirements contributes valuable expertise to our Board. She also has a deep understanding of the strategic issues affecting companies in the oil and gas industry. In addition, her extensive audit and public accounting experience in the energy industry, both domestic and international, uniquely qualifies her to serve as a member of our Audit and Finance Committee. 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 Partner, Ernst & Young LLP Age: 67 Director since: 2014 Independent Lead Director: effective as of May 26, 2021 Committees: AFC (financial expert), CGN Current Public Company Boards: Freeport-McMoRan Inc. NOV Inc. Norfolk Southern Corporation

9 MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS


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 OTHER CURRENT POSITIONS » Director, Washington Gas Light Company, a private company 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 15 years of executive level management in both the midstream and manufacturing industries. Through her strong engineering background and leadership, she brings commercial acumen and valuable insight into marketing fundamentals and key issues our Company faces as a publicly traded company in the oil and gas industry.
Former Senior Vice President, EQT Corporation Age: 62 Director since: 2018 Committees: AFC, HESCR 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 » 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: 51 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 Atlantic Power

MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS 10


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 37 years of leadership, operating and technical experience in the oil and gas industry and brings competencies in strategy, execution and risk management. As a result of his management and board tenures, he also provides valuable insight on governance, governmental affairs and regulatory matters.
Former President and COO, Noble Energy Age: 60 Director since: 2021 Committees: AFC, COMP, CGN Public Company Boards During the Past 5 Years: EP Energy Corporation 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, American Heart Association » Board Member, American Petroleum Institute » Chairman and Board Member, American Exploration & Production Council » 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 (since 2019), President and CEO of Marathon Oil Corporation Age: 60 Director since: 2013 Chairman since: 2019

11 MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS


J. Kent Wells
						BUSINESS EXPERIENCE » Former Chief Executive Officer and President, Fidelity Exploration & Production Company, an oil and natural gas production company (2011-2015) and Vice Chairman of MDU Resources, the parent company of Fidelity (2013-2015) » Senior Vice President, BP America (2007-2011) » General Manager, Abu Dhabi Company for Onshore Oil Operations (2005-2007) » Vice President, BP America (Rockies 2000-2002 and Gulf of Mexico 2002-2005) » General Manager, Crescendo Resources LLC (1997-2000) » Joined Amoco Canada in 1979 and progressed through a number of technical and operating positions with increasing scope and responsibility. Lived and worked in three different countries with the majority of his experience being the U.S. onshore business. EDUCATION » BS (mechanical engineering), Queen’s University Mr. Wells has more than 35 years of experience in the oil and gas industry. Through his CEO, President and General Manager roles he brings competencies and perspective on strategy, operations, technology, regulatory, finance and M&A. Having previously served on two publicly traded company boards, whose business included U.S. onshore shale plays, he brings insight into governance and risk management matters associated with these assets.
Former CEO and President, Fidelity Exploration & Production Company and Vice Chairman of MDU Resources, the parent company of Fidelity Age: 65 Director since: 2019 Committees: COMP, HESCR Public Company Boards During the Past 5 Years: Newfield Exploration Company


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

MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS 12


CORPORATE GOVERNANCE

BOARD OF DIRECTORS

Our business and affairs are managed under the direction of our Board, which met 12 times in 2021. Aggregate attendance for Board and committee meetings was over 99% for the full year. No director attended less than 91% of Board or committee meetings in 2021. Under our Corporate Governance Principles, directors are expected to attend the Annual Meeting. Our 2021 Annual Meeting was held virtually and all of our directors nominated at the 2021 Annual Meeting attended the meeting via the Virtual Shareholder Meeting platform.

Our Corporate Governance Principles require our non-employee directors to meet at regularly scheduled executive sessions. An offer of an executive session is extended to non-employee directors at each regularly scheduled Board meeting. In 2021, the directors had four executive sessions and the non-employee directors held seven independent executive sessions.

COMMITTEES OF OUR BOARD

A significant portion of our Board’s oversight responsibilities is carried out through our four standing committees, each of which is comprised solely of independent non-employee directors.

Our four standing committees are the Audit and Finance Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Health, Environmental, Safety and Corporate Responsibility Committee.

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.

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The following tables show each committee’s current membership, principal functions and number of meetings in 2021, including in-person and virtual meetings.


AUDIT AND FINANCE Holli C. Ladhani Chair
Members: 4 Independent: 4 2021 Meetings: 6* Audit Committee Financial Experts: 2
* The Committee met with the Company’s internal audit organization and independent auditor at 4 of the meetings, without management present.
Key Oversight Responsibilities: » Appoints, approves compensation for and oversees the work of the independent auditor. » Evaluates the independent auditor’s qualifications, independence and performance. » Reviews and approves in advance all audit, audit-related, tax and permissible non-audit services to be performed by the independent auditor. » Meets separately with the independent auditor, the internal auditors and management with respect to the status and results of their activities annually reviewing and approving the audit plans. » Reviews, evaluates and assures the rotation of the lead audit partner. » Reviews with management, and if appropriate the internal auditors, our disclosure controls and procedures and management’s conclusions about their efficacy. » Reviews, approves, where applicable, and discusses with management, the independent auditor and the internal auditors, as appropriate, the annual and quarterly financial statements, earnings press releases, reports of internal control over financial reporting and the annual report. » Discusses with management guidelines and policies for risk assessment and management. » Reviews and recommends to our Board dividends, certain financings, loans, guarantees and other uses of credit. » Reviews codes of conduct and compliance activities.
Members: Holli C. Ladhani, Chair Marcela E. Donadio M. Elise Hyland Brent J. Smolik
* Audit Committee Financial Expert (as defined under the Securities and Exchange Commission’s (SEC) rules), in each case as determined by the Board.


COMPENSATION Jason B. Few Chair
Members: 4 Independent: 4 2021 Meetings: 6
Key Oversight Responsibilities: » Reviews and recommends to our Board all matters of policy and procedure relating to executive officer compensation. » Reviews and approves corporate philosophy, goals and objectives relevant to the CEO’s compensation, and determines and recommends to the independent directors for approval the CEO’s compensation level based on the CEO performance evaluation conducted by our Board. » Determines and approves the compensation of the other executive officers and reviews the executive officer succession plan. » Administers our incentive compensation plans and equity-based plans and confirms the certification of the achievement of performance levels under our incentive compensation plans. » Engages and oversees external independent compensation consultant. » Reviews with management and recommends for inclusion in our annual Proxy Statement our Compensation Discussion and Analysis.
Members: Jason B. Few, Chair Chadwick C. Deaton Brent J. Smolik J. Kent Wells

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CORPORATE GOVERNANCE AND NOMINATING Chadwick C. Deaton Chair
Members: 4 Independent: 4 2021 Meetings: 6
Key Oversight Responsibilities: » Reviews and recommends to our Board the appropriate size and composition of our Board, including candidates for election or reelection as directors, the criteria to be used for the selection of director candidates, the composition and functions of our Board committees and all matters relating to the development and effective functioning of our Board. » Reviews and recommends to our Board each committee’s membership and chair, including a determination of whether one or more Audit and Finance Committee members qualifies as a “financial expert” under applicable law. » Assesses and recommends corporate governance practices, including reviewing and recommending to our Board certain governance policies. » Oversees the evaluation process of our Board and all committees. » Reviews and, if appropriate, approves related person transactions.
Members: Chadwick C. Deaton, Chair Marcela E. Donadio Jason B. Few Brent J. Smolik


HEALTH, ENVIRONMENTAL, SAFETY AND CORPORATE RESPONSIBILITY M. Elise Hyland Chair
Members: 4 Independent: 4 2021 Meetings: 2
Key Oversight Responsibilities: » Reviews and recommends Company policies, programs and practices concerning broad health, environmental, climate change, safety, social, public policy and political issues. » Identifies, evaluates and monitors health, environmental, safety, social, public policy and political trends and issues and concerns that could affect the Company’s business activities and performance. » Reviews legislative and regulatory issues affecting our businesses and operations. » Reviews our political, charitable and educational contributions.
Members: M. Elise Hyland, Chair Chadwick C. Deaton Holli C. Ladhani J. Kent Wells


BOARD OVERVIEW
» Chairman of the Board and Chief Executive Officer: Lee M. Tillman » Independent Lead Director: Effective May 26, 2021, Marcela E. Donadio succeeded Gregory H. Boyce as the Independent Lead Director » Active engagement by all directors » 6 of our 7 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.

BOARD LEADERSHIP STRUCTURE

We believe that independent Board oversight is essential. Our Board does not have a policy regarding whether the roles of the Chairman and CEO should be separate, but rather makes this determination on the basis of what is best for our Company at a given point in time.

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Our Corporate Governance Principles require that non-employee directors, all of whom are independent, meet at regularly scheduled executive sessions without the CEO present. The Independent Lead Director presides at these meetings. In addition, our Corporate Governance Principles require that all our principal committees be comprised of entirely independent directors. Effective May 26, 2021, Marcela E. Donadio succeeded Gregory H. Boyce as Independent Lead Director.


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 effective communications with stakeholder groups.


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 2021, the evaluation process consisted of:
þ			Evaluation questionnaires - each director and committee member completed a formal questionnaire. This allows each director and committee member to identify potential improvements.
þ			Individual Discussions - our Independent Lead Director met with each director individually to solicit feedback and have an in-depth conversation.
þ			Board and committee discussions - the Board and each committee met in Executive Session to discuss the results of the evaluation questionnaires.
þ			Independent Lead Director feedback to Board and Chairman - the Independent Lead Director communicated the feedback to the Board from the internal evaluations. The Independent Lead Director also met separately with the Chairman to review feedback.
þ			Implementation of feedback - as a result of the evaluation process, the Board has implemented changes to the Board and committee meetings, including refining Board and committee agendas and enhancing meeting efficiency.

OUR BOARD’S ROLE IN RISK OVERSIGHT

While our Board and its committees oversee risk management, Company management is responsible for the day-to-day management of risk. We have a robust enterprise risk management process for identifying, assessing and managing risk and monitoring risk mitigation strategies. Our CEO, CFO and a committee of executive officers and senior managers work across the business to manage each enterprise level risk and to identify emerging risks. Our Board annually reviews our enterprise risk management process and the latest assessment of risks and key mitigation strategies. Responsibility for risk oversight by our Board and its committees is delegated as set forth below:

MARATHON OIL | CORPORATE GOVERNANCE 16

» The Audit and Finance Committee receives regular updates from senior leadership on specific risks identified in the risk management process. These reviews with senior leadership include risks associated with financial and accounting matters and reporting, and operational risks, including cyber-security. The Audit and Finance Committee also monitors compliance with legal and regulatory requirements and internal control systems, and reviews risks associated with financial strategies and the Company’s capital structure. Protecting the privacy of our systems and networks has long been, and will continue to be, a priority. The Audit and Finance Committee is committed to maintaining strong and meaningful privacy and security protections. Our Senior Vice President, Technology & Innovation, and Chief Information Officer regularly provides reports to senior leadership and the Audit and Finance Committee regarding our ongoing assessment of cyber-security threats and risks, data security programs designed to prevent and detect threats, attacks, incursions and breaches, as well as management, mitigation and remediation of potential, and any actual, cyber-security and information technology risks and breaches. In addition, the Audit and Finance Committee and management review reports from internal audit regarding evaluation of our information technology department on a regular basis.

» The Corporate Governance and Nominating Committee reviews the Board’s and Company’s governance policies and procedures to ensure adherence to best practices and legal requirements. The Corporate Governance and Nominating Committee also reviews director succession planning, director outside commitments and committee assignments to ensure the directors’ skills and backgrounds are utilized to the best interests of the Company.

» The Compensation Committee reviews the executive compensation program to ensure it does not encourage excessive risk-taking. It also reviews our executive compensation, incentive compensation and succession plans to ensure we have appropriate practices in place to support the retention and development of the talent necessary to achieve our business goals and objectives.

» The Health, Environmental, Safety and Corporate Responsibility Committee regularly reviews and oversees operational risks, including those relating to health, environment, safety, security and climate change. It reviews risks associated with social, political and environmental trends, issues and concerns, domestic and international, which affect or could affect our business activities, performance and reputation, and monitors climate-related trends, issues, legislation, policies, practices and concerns.

Our Board receives regular updates from the committees about these activities, and reviews additional risks not specifically within the purview of any particular committee and risks of a strategic nature. Key risks associated with the strategic plan are reviewed annually at our Board’s strategy meeting and periodically throughout the year.

RISK ASSESSMENT RELATED TO OUR COMPENSATION STRUCTURE

The Compensation Committee regularly evaluates and considers the role of our executive compensation program in ensuring that our executive officers are incentivized to only take appropriate and prudent risks, and that compensation opportunities do not motivate excessive risk-taking. The practices we employ include:

» All executive officer compensation decisions are made by either the Compensation Committee, which is comprised solely of independent directors, or by the independent directors for CEO compensation.

» The Compensation Committee is advised by an independent compensation consultant that performs no other work for executive management or our Company.

» Our executives do not have employment agreements.

» The Compensation Committee manages our compensation program to be competitive with those of peer companies and also monitors our program against trends in executive compensation on an annual basis against the broader energy industry and general industry of similar market capitalization.

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» Our compensation program is intended to balance short-term and long-term incentives.

» Our long-term incentives feature multiple award vehicles and multi-year vesting criteria aligned with long-term ownership, and our executive officers are also subject to ongoing stock ownership requirements.

» Our annual cash bonus program is based on a balanced set of multiple objective metrics. In addition, the Compensation Committee generally considers the achievement of individual performance goals and overall corporate performance.

» Annual cash bonuses are paid to executive officers only after the Audit and Finance Committee has reviewed audited financial statements for the performance year.

» Annual cash bonuses and performance share unit awards are subject to a maximum opportunity.

» The Compensation Committee regularly evaluates share utilization in our 2019 Incentive Compensation Plan by reviewing overhang levels (dilutive impact of equity compensation on our stockholders) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares).

» Our clawback policy applies to annual cash bonuses and is generally triggered with respect to an executive officer in the event of a material accounting restatement due to noncompliance with financial reporting requirements or an act of fraud by that executive officer. Our long-term incentive awards for executive officers have similar provisions.

Our 2021 compensation program for our named executive officers followed the above risk assessment. See the “Compensation Discussion and Analysis” section for additional details.

CORPORATE GOVERNANCE PRINCIPLES

Our Corporate Governance Principles address our Board’s general function, including its responsibilities, Board size, director elections and limits on the number of Board memberships. These principles also address Board independence, committee composition, the process for director selection and director qualifications, our Board’s performance review, the Board’s planning and oversight functions, director compensation and director retirement and resignation. The Corporate Governance Principles are available on our website at www.marathonoil.com under Investors—Corporate Governance.

CODE OF BUSINESS CONDUCT

Our Code of Business Conduct, which applies to our directors, officers, employees and contractors, when acting on our behalf, and which includes our code of ethics applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, is available on our website at www.marathonoil.com under Investors—Corporate Governance.

We intend to disclose any amendments and any waivers to our Code of Business Conduct that apply to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and relate to any element of the Code enumerated in Item 406(b) of Regulation S-K on our website at www.marathonoil.com under Investors—Corporate Governance within four business days. The waiver information will remain on the website for at least 12 months after the initial disclosure of such waiver.

HEALTH, ENVIRONMENTAL, SAFETY AND CORPORATE RESPONSIBILITY

Managing Risk to Operate Responsibly

Our Board’s key oversight role includes reviewing the sustainability of our enterprise and the strength of our risk management efforts. As mentioned above, our four standing committees assist with this oversight. The Health,

MARATHON OIL | CORPORATE GOVERNANCE 18

Environmental, Safety and Corporate Responsibility Committee plays a vital role in reviewing our operational risks, including those relating to health, environment, safety, security and climate change and includes directors with experience in this area.

Minimizing Our Environmental Impact

Environmentally responsible, compliant operations are central to our company values. We actively work to mitigate our operational impacts on the air, water and sensitive habitats and reduce our environmental footprint. We strive to go above and beyond regulatory requirements and invest in environmental performance to achieve this goal.

» Climate change risk - We recognize the impact of greenhouse gas (GHG) and other air emissions on global climate and air quality. As part of our commitment to sustainability and managing climate-related risks, we’ve established business processes that we continue to evaluate and refine to reduce our emissions and mitigate both current and future energy transition risks to our business. Engaging with external stakeholders to understand their perspectives is a vital component of this effort. In addition, we have made, and intend to continue to make, investments in technologies and processes to drive improvement. Our corporate scorecard sets forth metrics and targets that incentivize achieving our goals and are linked to executive and employee pay, such as a climate-related metric first added in 2020.

» Reducing air emissions from our operations - We aim to meet global energy demand through responsible, affordable and reliable oil and gas production. Central to this goal is driving significant reductions to both the Scopes 1 and 2 GHG and Scope 1 methane intensity of our operations, consistent with the trajectory of the Paris Climate Agreement. We have a history of taking proactive measures to reduce emissions, including phasing out high-bleed pneumatic controllers, monitoring manual liquids unloading operations and detecting and repairing leaks. We continue to evaluate emissions reduction technologies that address the specific needs and constraints of each of our assets.

In 2021, we introduced a new short-term GHG intensity reduction target of at least 30% for 2021, relative to 2019 baseline, with direct linkage to executive and employee compensation. We also introduced a new medium-term GHG intensity reduction goal of 50% by 2025, relative to 2019 baseline, designed to drive significant reduction in GHG intensity by 2025. During 2021, we realized significant progress against our core environmental objectives, achieving our GHG intensity reduction target of at least 30%. In addition to this meaningful reduction in GHG intensity, the powerful combination of our quantitative GHG intensity reduction initiatives and disciplined capital allocation model that prioritizes free cash flow generation contributed to a significant decline in the Company’s absolute GHG emissions. We also improved our total Company gas capture to 98.8% in 2021 from 97% in 2020. During the third and fourth quarters of 2021, we achieved a total Company gas capture of approximately 99%.

To highlight our commitment to successfully meeting global energy demand with leading environmental performance, in early 2022, we introduced new quantitative goals for the near, medium and long-term horizon across three core areas of focus: GHG intensity, methane intensity and gas capture. These new Company goals, which are set forth in detail in the chart on page 2, complement our existing 2025 GHG intensity objective and are intended to promote external transparency and accountability while also enhancing the internal alignment and employee innovation necessary to deliver such strong performance.

» Applying water stewardship practices - We practice responsible water sourcing, conservation, reuse, recycling and proper disposal. Our regional water management strategy is designed to reduce the impacts of our water use on stakeholders and the relevant watersheds, and to minimize risks associated with produced water disposal, supply sourcing and business interruption. We target opportunities that

19 MARATHON OIL | CORPORATE GOVERNANCE

conserve fresh water for community needs while reducing business risk linked to access to water resources.

Creating Safe, Healthy and Secure Workplaces

We hold safety as a core value and key component of our ESG performance. We strive to provide safe, healthy and secure workplaces by maintaining top quartile safety performance in comparison to industry peers, as measured by Total Recordable Incident Rate (TRIR) for both employees and contractors. We continuously work to improve our procedures, train our workforce to reduce safety risk, reinforce our strong safety culture and build relationships with our contractor workforce. During 2021, we delivered another strong year of safety performance, as measured by a 0.29 TRIR, our second lowest TRIR since becoming an independent exploration and production company. Our safety performance for both employees and contractors remains a key component of our executive compensation scorecard, underscoring our commitment to keeping our employees and contractors safe. In addition, we believe our workforce is trained and ready to respond if natural disasters, security incidents, operational disruptions or other events occur, and we maintain detailed business continuity plans to protect our workforce and continue critical business functions during sustained efforts, including a public health event such as a pandemic.

Social Investment

We are committed to promoting a diverse and inclusive workplace, respecting human rights and making strategic investments to build healthier, safer, more resilient and stronger local communities.

During 2021, women and people of color accounted for 33% and 30% of our U.S. full-time workforce, an increase from 25% for both five years ago. During 2022, we are committed to publishing

SEC Form DEF 14A filed by Marathon Oil Corporation