Document

DEF 14A 1 a2021-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. )

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Marathon Oil Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER TO STOCKHOLDERS

April 9, 2021

Dear Marathon Oil Corporation Stockholder,

While 2020 was a challenging year for our industry, we are proud of our continued execution of our transparent capital allocation framework that prioritizes free cash flow generation, balance sheet strength and return of capital to investors. Further, we are exceptionally pleased with our record setting safety performance as we successfully managed through the ongoing COVID-19 pandemic as critical essential infrastructure providers.

Marathon Oil is fully committed to best-in-class corporate governance as its foundation for executing its long-term strategy. We have reduced Board and executive compensation for 2021 and modified our framework to enhance alignment with stockholders, incentivize achievement of our core strategic objectives, and encourage the behaviors the Board believe are most likely to maximize long-term stockholder value.

We acknowledge our part in progressing the dual challenge of meeting the world’s energy demands while also addressing global climate goals and we believe our role requires a strategic and pragmatic commitment to innovative solutions for environmental progress. During 2020, we made significant progress in improving our environmental performance. Ultimately, we believe that the oil and gas industry is instrumental in enhancing quality of life and we believe that our products will continue to make up a significant portion of the energy mix even as we transition to a lower carbon future.

We were pleased to welcome two new directors in 2021 with the addition of Brent Smolik, former President and COO of Noble Energy and Holli Ladhani, former President and CEO of Select Energy. We would like to thank Greg Boyce and Doug Foshee for their service to Marathon Oil as they have both informed the board that they will not stand for reelection at our 2021 Annual Meeting. Greg has served as Independent Lead Director since 2019 and has been a board member since 2008. Doug has served as a director since 2018.

Your Board of Directors and management cordially invite you to attend our 2021 Annual Meeting of Stockholders. Due to the public health impact of the Coronavirus and to prioritize the health and safety of meeting participants, the 2021 Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/MRO2021, on Wednesday, May 26, 2021, at 10:00 a.m. Central Time.

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 14, 2021, we plan to mail to our U.S. stockholders a notice explaining how to access our 2021 Proxy Statement and 2020 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

Chairman, President and Chief Executive Officer



						NOTICE OF THE 2021 ANNUAL MEETING OF STOCKHOLDERS



TIME AND DATE:	PLACE:	RECORD DATE:
Wednesday, May 26, 2021 10:00 a.m. Central Time	www.virtualshareholdermeeting.com/MRO2021	March 29, 2021

Due to the public health impact of the Coronavirus and to prioritize the health and safety of meeting participants, the 2021 Annual Meeting for Marathon Oil Corporation (Annual Meeting) will be conducted exclusively online via the Broadridge Virtual Shareholder Meeting Platform at www.virtualshareholdermeeting.com/MRO2021 on Wednesday, May 26, 2021, 10:00 a.m. Central Time. You can attend the Annual Meeting by entering the 16-digit control number found on your Notice of Internet Availability of Proxy Materials (Notice), proxy card or voting instructions.


AGENDA
At the Annual Meeting for Marathon Oil Corporation (Marathon Oil or Company), stockholders will be asked to vote on the following proposals:
ITEM 1: Elect 8 directors to serve until the 2022 Annual Meeting (read more on p. 4).
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 2021 (read more on p. 57).
þ			Your Board recommends a vote FOR Proposal 2.
ITEM 3: Approve on an advisory basis our 2020 named executive officer compensation (read more on p. 59).
þ			Your Board recommends a vote FOR Proposal 3.

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

If you plan to attend the meeting, you will need to enter the 16-digit control number found on your Notice, proxy card or voting instructions. Technicians will be ready to assist you with any technical difficulties you may have accessing the Annual Meeting, and a technical support number will be posted on the login page. Authenticated stockholders admitted to the Annual Meeting may submit questions and vote shares electronically. A list of stockholders entitled to vote at the meeting will be available during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MRO2021, entering your 16-digit control number, and clicking on “Registered Stockholder List.” You will need to complete an attestation form to access the list. If you do not have a control number, you may attend the Annual Meeting as a guest, but will not have the option to vote, view the stockholder list, or submit questions during the Annual Meeting. A recording of the webcast of the 2021 Annual Meeting will be available to the public at www.virtualshareholdermeeting.com/MRO2021 as soon as practicable after the completion of the Annual Meeting.

The Notice is being mailed, and the attached proxy statement is being made available, to our stockholders on or about April 14, 2021. Please read the attached proxy statement carefully and submit your vote as soon as possible. Your vote is important and 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	VIRTUAL MEETING

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 electronically at the Annual Meeting in certain circumstances outlined in this proxy.

By order of our Board of Directors,

Kim Warnica

Senior Vice President, General Counsel and Secretary

April 14, 2021


PROXY STATEMENT

TABLE OF CONTENTS


ABOUT MARATHON OIL CORPORATION						1
PROXY OVERVIEW						3
PROPOSAL 1: ELECTION OF DIRECTORS						4
Director Qualifications and Nominations						4
Director Independence						5
Director Diversity						6
Board Skills and Experience Diversity Matrix						7
Nominees for Director						8
CORPORATE GOVERNANCE						12
Board of Directors						12
Committees of our Board						12
Board Overview						14
Board Leadership Structure						14
Independent Director Leadership						15
Board and Committee Evaluations						15
Our Board’s Role in Risk Oversight						15
Risk Assessment Related to our Compensation Structure						16
Health, Environmental, Safety and Corporate Responsibility						17
Corporate Governance Principles						17
Code of Business Conduct						18
Policy for Reporting Business Ethics Concerns						18
Hedging Policy						18
Communications from Interested Parties						18
Compensation Committee Interlocks and Insider Participation						18
DIRECTOR COMPENSATION						19
Cash Compensation						19
Equity-Based Compensation and Stock Ownership Requirements						20
Matching Gifts Programs						20
20 20 Director Compensation Table						20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						22
COMPENSATION COMMITTEE REPORT						24


COMPENSATION DISCUSSION AND ANALYSIS						25
2020 Executive Summary						25
2021 Compensation Changes						28
Compensation Philosophy						30
Compensation Governance and Best Practices						30
Pay for Performance						31
How We Determine Executive Compensation						31
2 0 20 Exec utive Compensation Program Ele ments						33
20 20 Total Target Direct Compensation Overview						34
Base Salary						34
Annual Cash Bonus						35
Long-Term Incentives						38
Other Benefits						41
Stock Ownership Requirements						42
Tax Considerations						42
EXECUTIVE COMPENSATION						43
Summary Compensation Table						43
Grants of Plan-Based Awards in 20 20						45
Outstanding Equity Awards at 20 20 Fiscal Year-End						46
Option Exercises and Stock Vested in 20 20						47
Post-Employment Benefits						47
Nonqualified Deferred Compensation						49
Potential Payments Upon Termination or Change in Control						50
CEO PAY RATIO						53
TRANSACTIONS WITH RELATED PERSONS						54
AUDIT AND FINANCE COMMITTEE REPORT						55
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITOR FOR 20 2 1						57
PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS						59
Q&A ABOUT THE ANNUAL MEETING						60
OTHER BUSINESS						63

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 deliver competitive and improving corporate level returns and sustainable free cash flow through a disciplined reinvestment rate capital allocation framework. Our framework prioritizes free cash flow generation across a broad range of commodity prices by limiting our capital expenditures relative to our expected cash flow from operations. Our strategy includes making a significant portion of our cash flow from operations available for investor-friendly purposes, such as prioritizing return of capital to stockholders and balance sheet enhancement. We are committed to creating long-term value for stockholders. Keeping our workforce safe, minimizing our environmental impact, enhancing the quality of life, maintaining strong corporate governance and protecting our balance sheet are foundational to the execution of our strategy.

FRAMEWORK FOR SUCCESS

CORPORATE RETURNS

FREE CASH FLOW

RETURN OF CAPITAL

DIFFERENTIATED EXECUTION

Disciplined reinvestment in strongest rate-of-return opportunities

Sustainable free cash flow across wide range of commodity prices

Return meaningful capital to investors

Continuously improve performance, reduce costs and deliver on commitments

MULTI-BASIN PORTFOLIO

BALANCE SHEET STRENGTH

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) EXCELLENCE

Capital allocation flexibility, broad market access, supplier diversification, rapid sharing of best practices, platform for talent development

Continue improving investment grade balance sheet; maintain financial strength and flexibility to execute business plan

Best-in-class governance, safe operations, strong environmental performance, trusted partner to local communities

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.


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

1 MARATHON OIL | PROXY SUMMARY


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

Engage an independent compensation consultant to advise the Committee

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, such as hedges, pledges and margin accounts, by executive officers and directors

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

Reward executives for excessive, inappropriate or unnecessary risk-taking

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

Incorporate compensation clawback provisions in annual and long-term incentives

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

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

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


FOCUS ON HEALTH, ENVIRONMENTAL, SAFETY AND CORPORATE RESPONSIBILITY
Our Board’s 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. Our Board has four standing committees that assist with this oversight: Audit and Finance; Compensation; Corporate Governance and Nominating; and Health, Environmental, Safety and Corporate Responsibility (HESCR). Throughout 2020, the Coronavirus pandemic brought about unique circumstances to our industry and the Board and committees played an important role in overseeing the mitigation of the health and safety risks to our Company. The risks associated with Coronavirus impacted our workforce and the way we meet our business objectives. Due to concerns over health and safety, the vast majority of our corporate workforce worked remotely for at least a portion of 2020. Working remotely has not significantly affected our ability to maintain operations and our field offices have operated without disruption. In addition, the HESCR Committee plays a vital role in our sustainability efforts and includes directors with experience in this area. One of the principle 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. The Compensation Committee also ensures that our sustainability focus carries through certain components of our compensation structure. In 2020, 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.

MARATHON OIL | PROXY SUMMARY 2


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 4

Proposal No. 2: Ratification of Independent Auditor for 2021

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 2021 is in the best interest of the Company and its stockholders.

Pg 57

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 2020 compensation paid to our named executive officers, which is described in the section of this Proxy Statement entitled “Executive Compensation.”

Pg 59

3 MARATHON OIL | PROXY SUMMARY


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 10 directors whose terms expire in 2021. Gregory H. Boyce and Douglas L. Foshee are not seeking reelection and their service will end on May 26, 2021. Mr. Boyce will remain as Independent Lead Director through the Annual Meeting, after which time Ms. Donadio will be Independent Lead Director. Our Board of Directors (Board) will be set to eight (8) directors following the Annual Meeting. Each director is nominated for a one-year term expiring at the 2022 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 Corporate Secretary work 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.

MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS 4


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 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 and that the Company made survivor pension benefits to an individual related to a director.

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 Gregory H. Boyce, Chadwick C. Deaton, Marcela E. Donadio, Jason B. Few, Douglas L. Foshee, 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.

5 MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS


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 eight directors, including the current chairs of the Audit and Finance and HESCR Committees, are female.			25% of our directors self-identify as an ethnicity other than Caucasian/White.


INDEPENDENCE	TENURE	AGE
The NYSE requires that independent directors must comprise the majority of the Board. 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 61 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 are included in the director biographies on the subsequent pages.

Tillman

Deaton

Donadio

Few

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


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 » 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: 68 Director since: 2014 Committees: COMP, CGN, HESCR Current Public Company Boards: Air Products and Chemicals, Inc. (Independent Lead Director) Transocean Ltd. (Chairman) Public Company Boards During the Past 5 Years: 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: 66 Director since: 2014 Independent Lead Director: effective as of May 26, 2021 Committees: AFC (financial expert), COMP, HESCR Current Public Company Boards: NOV Inc., formerly National Oilwell Varco, Inc. Norfolk Southern Corporation

MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS 8


Jason B. Few
						BUSINESS EXPERIENCE » President, CEO and Chief Commercial Officer, FuelCell Energy, Inc., a global leader in molten carbonate fuel cell technology focused on enabling a world empowered by clean energy (since 2019) » President and Director, Sustayn, L.L.C., a privately held cloud-based waste and recycling optimization company (2018-2019) » Founder and Senior Managing Partner, BJF Partners, L.L.C., a privately held strategic transformation consulting firm (since 2016) » Senior Advisor, Verve Industrial Protection, a privately held software company (since 2016) » President and CEO and Director, Continuum Energy, an energy products and services company (2013-2016) » President, Reliant Energy and EVP & Chief Customer Officer, NRG (2008-2012) OTHER CURRENT POSITIONS » Board Member, Memorial Hermann Healthcare System » Board Member and past Chairman, American Heart Association EDUCATION » BBA (computer systems in business), Ohio University School of Business » MBA, Northwestern University, J.L. Kellogg Mr. Few’s broad understanding of advanced technologies, combined with his extensive energy industry experience adds valuable insight to our Company. His service on other publicly traded company boards has given him exposure to a variety of industries and approaches.
President, CEO and Chief Commercial Officer, FuelCell Energy, Inc. Age: 54 Director since: 2019 Committees: AFC, CGN Current Public Company Boards: FuelCell Energy, Inc.


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: 61 Director since: 2018 Committees: AFC, HESCR Current Public Company Boards: Entergy Corporation Public Company Boards During the Past 5 Years: EQT Midstream Partners, LP

9 MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS


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 » Board of Trustees, Rice University » 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.
Former President and CEO, Select Energy Age: 50 Director since: 2021 Committees: AFC (financial expert), HESCR Public Company Boards During Past 5 Years: Select Energy Noble Energy Atlantic Power


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, 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 35 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: 59 Director since: 2021 Committees: AFC, CGN Public Company Boards During the Past 5 Years: EP Energy Corporation Cameron International Noble Midstream Partners

MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS 10


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 » 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: 59 Director since: 2013 Chairman since: 2019


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: 64 Director since: 2019 Committees: COMP, HESCR Public Company Boards During the Past 5 Years: Newfield Exploration Company MDU Resources

11 MARATHON OIL | PROPOSAL 1: ELECTION OF DIRECTORS


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.
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CORPORATE GOVERNANCE


BOARD OF DIRECTORS

Our business and affairs are managed under the direction of our Board, which met 12 times in 2020. Aggregate attendance for Board and committee meetings was over 98% for the full year. No director attended less than 91% of Board or committee meetings in 2020. Under our Corporate Governance Principles, directors are expected to attend the Annual Meeting. Our 2020 Annual Meeting was held virtually. All of our directors nominated at the 2020 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 2020, the directors had ten executive sessions and the non-employee directors held five 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.

The following tables show each committee’s current membership, principal functions and number of meetings in 2020, including in-person, virtual and telephonic meetings.

MARATHON OIL | GOVERNANCE 12


AUDIT AND FINANCE Marcela E. Donadio Chair
Members: 6 Independent: 6 2020 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. » 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: Marcela E. Donadio, Chair Gregory H. Boyce Jason B. Few M. Elise Hyland Holli C. Ladhani† 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. † Ms. Ladhani joined the Audit and Finance Committee in 2021 and will become the Chair of the Committee following the Annual Meeting. †† Mr. Smolik joined the Audit and Finance Committee in 2021.


COMPENSATION Douglas L. Foshee Chair
Members: 5 Independent: 5 2020 Meetings: 7
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 our Board’s performance evaluation. » 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: Douglas L. Foshee†, Chair Gregory H. Boyce Chadwick C. Deaton Marcela E. Donadio J. Kent Wells
† Following the Annual Meeting, Mr. Few will join the Compensation Committee and become the Chair.

13 MARATHON OIL | GOVERNANCE


CORPORATE GOVERNANCE AND NOMINATING Chadwick C. Deaton Chair
Members: 5 Independent: 5 2020 Meetings: 5
Key Oversight Responsibilities: » Reviews and recommends to our Board the appropriate size and composition of our Board, including candidates for election or re-election 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 Gregory H. Boyce Jason B. Few Douglas L. Foshee Brent J. Smolik†
† Mr. Smolik joined the Corporate Governance and Nominating Committee in 2021.


HEALTH, ENVIRONMENTAL, SAFETY AND CORPORATE RESPONSIBILITY M. Elise Hyland Chair
Members: 5 Independent: 5 2020 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 Marcela E. Donadio Holli C. Ladhani† J. Kent Wells
† Ms. Ladhani joined the Health, Environmental, Safety and Corporate Responsibility Committee in 2021.


BOARD OVERVIEW
» Chairman of the Board and Chief Executive Officer: Lee M. Tillman » Independent Lead Director: On March 17, 2021, the Board announced that Marcela E. Donadio would succeed Gregory H. Boyce, effective May 26, 2021 » Active engagement by all directors » 7 of our 8 director nominees are independent » All members of the Audit and Finance Committee, Compensation Committee, Corporate Governance and Nominating Committee and Health, Environmental, Safety and Corporate Responsibility Committee 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 oversigh

SEC Form DEF 14A filed by Marathon Oil Corporation