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Board of Directors

Board of Directors

Committee Participation

DirectorAudit & Finance CommitteeCompensation CommitteeCorporate Governance and Nominating CommitteeHealth, Enviornmental, Safety and Corp. Responsibility Committee
Greg BoyceMemberMemberMember
Chad DeatonMemberChairMember
Marcela DonadioChairMemberMember
Jason FewMemberMember
Doug FosheeChairMember
Lisa HylandMemberChair
Kent WellsMemberMember
Board of Directors

Committees and Charters

Audit & Finance

All the members of the Audit and Finance Committee are independent (as independence is defined in Exchange Act Rule 10A-3, as well as the general independence requirements of NYSE Rule 303A.02).

The Audit and Finance Committee has a written charter adopted by the Board of Directors. The Audit and Finance Committee Charter, as amended and restated effective Oct. 30, 2019, is set forth below. The charter requires the committee to reassess and report to the Board on the adequacy of the charter on an annual basis, which the committee did in 2019.

Compensation

The Compensation Committee is composed solely of directors who satisfy all criteria for independence under applicable law and rules of the New York Stock Exchange and who, in the opinion of the Board of Directors, are free of any relationship that would interfere with their exercise of independent judgment as members of the committee.

Governance & Nominating

The Corporate Governance and Nominating Committee is composed solely of independent directors in accordance with the Rules of the New York Stock Exchange. The committee’s primary purpose is to discharge the Board of Directors’ responsibility related to public policy matters, the development and implementation of a set of Corporate Governance Principles, the identification of individuals qualified to become members of the Board of Directors, and the review of the qualifications and make-up of the Board membership.

HES & Corporate Responsibility

The Health, Environmental, Safety and Corporate Responsibility Committee assists the Board in identifying and monitoring health, environmental, safety, social and political trends, issues and concerns which affect the Company. Additionally, the committee analyzes the Company's global reputation and develops recommendations to strategically position the Company to support its business objectives.

Communications

Communicating with the Board

Overview

Interested parties, including security holders, can send communications to the Board by emailing the Committee Chairman for the respective committee. The Secretary will forward to the directors all communications that, in his judgment, are appropriate for consideration by the directors. Examples of communications that would not be considered appropriate include commercial solicitations and matters not relevant to the affairs of Marathon Oil.

Audit and Finance
auditandfinancechair@marathonoil.com

Compensation
compchair@marathonoil.com

Corporate Governance and Nominating
corpgovchair@marathonoil.com

Health, Environmental, Safety and Corporate Responsibility hescrchair@marathonoil.com

Non-Management Directors

You may communicate with our outside directors, individually or as a group, by sending an e-mail to: non-managedirectors@marathonoil.com