Marathon Oil Corporation 2023 Non-Employee Director Compensation Package

Summary

This agreement outlines the 2023 compensation package for non-employee directors of Marathon Oil Corporation. Directors receive an annual cash retainer of $95,000 and an annual stock unit award valued at $200,000, with additional fees for committee chairs and the independent lead director. Stock units vest after one year or upon termination of service. Payments are made quarterly and are prorated as needed. The agreement specifies the total compensation and conditions for vesting and payment.

EX-10.25 3 mro-20221231x10kxex1025.htm EX-10.25 Document

Exhibit 10.25

Marathon Oil Corporation

Non-Employee Director Compensation Package


2023 Non-Employee Director Pay Package
Annual Cash Retainer – Paid Quarterly on a Prorated Basis			$95,000
Annual Director Stock Unit Award – Granted Annually1			$200,000

Total Annual Compensation Package Exclusive of Chair Fees			$295,000

Audit Committee Annual Chair Cash Fee – Paid Quarterly on a Prorated Basis			$20,000
Compensation Committee Annual Chair Cash Fee – Paid Quarterly on a Prorated Basis			$20,000
Corporate Governance and Nominating Committee Annual Chair Cash Fee – Paid Quarterly on a Prorated Basis			$12,500
Health, Environmental, Safety & Corporate Responsibility Committee Annual Chair Cash Fee – Paid Quarterly on a Prorated Basis			$12,500
Independent Lead Director – Paid Quarterly on a Prorated Basis			$20,000

1 Fully vested in shares of common stock on the earlier of the first anniversary of the grant date or termination of service, with common stock issued shortly thereafter unless deferred election is made.