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Governance Overview

Good Governance, Good Stewardship
At Marathon Oil, operating responsibly means effectively managing and mitigating environmental, safety, security, operational, social, reputational and other risks.

We prioritize best-in-class corporate governance, including a robust risk management system, as well as processes and foundational principles that govern the way we do business every day.

We believe it’s our obligation to operate with ethics and integrity and to promote open and transparent communication. Strong leadership and governance are critical to good stewardship.

The Marathon Oil board of directors oversees our business and assesses risk to ensure high levels of environmental, social and governance (ESG) performance for the benefit of our stakeholders. Our Corporate Governance Principles describe the roles, responsibilities and functions of the board. Detailed information about the selection, election, independence, diversity, committees, evaluation, risk management responsibilities and compensation of our board is available in our 2021 Proxy Statement.

Performance Highlights

  • In early 2021, we elected two new independent directors, Holli Ladhani and Brent Smolik, to the company’s board of directors, adding valuable strategic perspectives and diversity.
  • Following the 2021 Annual Meeting of Stockholders, Marcela Donadio was named as independent lead director. As of the 2021 Annual Meeting, of our eight directors, seven are independent, three are female and two self-identify as an ethnicity other than Caucasian/White.
  • In early 2021, Marathon Oil reduced annual board and total CEO compensation by 25%, including a 35% reduction to CEO long-term incentive (LTI) awards, with all LTI awards denominated in shares. We’ve also modified our executive compensation framework to further align management interests with stakeholders’ interests and to incentivize the behaviors we believe are most important.
  • We implemented an overarching Cybersecurity Policy to strengthen information governance and more clearly define our approach to information security and use.

How are we doing?

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