Marathon Oil Corporation 2019 Non-Employee Director Compensation Package
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Summary
This agreement outlines the 2019 compensation package for non-employee directors of Marathon Oil Corporation. Directors receive an annual cash retainer of $150,000 and an annual stock unit award valued at $175,000, totaling $325,000 per year, not including additional chair or lead director fees. Committee chairs and the independent lead director receive extra annual cash fees. Stock units vest after three years or upon termination of service, with shares issued soon after unless deferred. The agreement sets out the pay structure and vesting terms for non-employee board members.
EX-10.5 6 mro-20190331x10qxex105.htm EXHIBIT 10.5 Exhibit
Exhibit 10.5
Marathon Oil Corporation
Non-Employee Director Compensation Package
2019 Non-Employee Director Pay Package | |
Annual Cash Retainer – Paid Quarterly on a Prorated Basis | $150,000 |
Annual Director Stock Unit Award – Granted Annually1 | $175,000 |
Total Annual Compensation Package Exclusive of Chair Fees | $325,000 |
Audit Committee Annual Chair Cash Fee – Paid Quarterly on a Prorated Basis | $25,000 |
Compensation Committee Annual Chair Cash Fee– Paid Quarterly on a Prorated Basis | $25,000 |
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 | $25,000 |
1 Fully vested in shares of common stock on the earlier of the third anniversary of the grant date or termination of service, with common stock issued shortly thereafter unless deferred election is made.
