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Board Oversight

Independent Oversight
We believe that independent board oversight is an essential part of effective governance. 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 of the board 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 committee then makes a recommendation to the board with respect to the independence of each director and director nominee.

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, we will always look at a diverse pool of candidates, considering 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. We view and define diversity in its broadest sense, which includes gender, ethnicity, age, education, experience and leadership qualities.

Our directors have experience that spans a broad range of industries in the public and not-for-profit sectors. They bring 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 following table summarizes key qualifications, skills and attributes each director brings to our board. The lack of a mark for a particular item doesn’t mean the director doesn’t 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 are included in the director biographies in the 2019 proxy statement.

Site Visit
Members of the Marathon Oil board of directors tour a site in the Eagle Ford resource play South Texas

Skills Matrix

Full Name & TenureOutside Public BoardsPublic Co. CEO¹Financial Oversight / Accting.²E&P Industry Experience³Eng. Expertise⁴Public Policy / Regulatory⁵HES⁶Intl.⁷Info. Technology⁸Risk Mgmt.⁹
Lee Tillman, 5 years
Greg Boyce, 11 years1
Chad Deaton, 5 Years3
Marcela Donadio, 4 years2
Jason Few, < 1 year1
Doug Foshee, 1 year
Lisa Hyland, 1 year1
Kent Wells, <1 year
¹Experience working as a CEO of a public company
²Senior executive level experience in financial accounting and reporting, auditing, corporate financing and/or internal controls or experience in the financial services
³Experience as executives or directors in, or in other leadership positions working with, the exploration and production industry
⁴Expertise through relevant undergraduate or graduate education
⁵Experience 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
⁶Experience in managing matters related to health, environmental, safety and social responsibility in executive and operating roles
⁷Global business or international experience
⁸Experience in or strong understanding of the technology issues facing the oil and gas industry
⁹Executive experience managing risk

Board Participation

Our board met 11 times in 2018. Attendance for board and committee meetings was over 94% for the full year. Under our Corporate Governance Principles, directors are expected to attend the Annual Meeting of Stockholders.

Our Corporate Governance Principles require that our non-employee directors, all of whom are independent, 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 2018, our non-employee directors held nine independent executive sessions.

Attendance at 2018 board and committee meetings

Executive Compensation

The Compensation Committee of the board reviews and recommends to our board all matters of policy and procedure relating to executive officer compensation. It also reviews and approves the philosophy, goals and objectives relevant to the CEO’s compensation, determines and approves the compensation of the other executive officers, and administers our incentive compensation and equity-based plans. Our compensation program incorporates best practices in executive compensation, including engaging an independent compensation consultant to advise the committee. Additional details about the roles and responsibilities of the committee are available in our 2019 proxy statement and the Compensation Committee Charter.

Our success is based on financial performance and operational results, and we believe that our executive compensation program is an important driver of that success. The primary objectives of our program are to pay for performance, encourage creation of long-term stockholder value and pay competitively. The Compensation Committee periodically evaluates market best practices in executive compensation programs as necessary to ensure it continues to provide balanced incentives, while managing compensation risks appropriately in the context of our business objectives. As a result, our program incorporates a wide range of best practices outlined in our 2019 proxy statement.

Our executive compensation program includes base salary, annual cash bonuses, long-term incentive awards, and other benefits and perquisites. Executive compensation is closely tied to both individual and company performance. For 2018, we estimate that our CEO’s compensation was 105 times the median of the annual total compensation for all of our employees. Full details on performance metrics are available in the 2019 proxy statement.

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