Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Marathon Oil Corporation |
Entity Central Index Key | 0000101778 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | |||
Dec. 31, 2023 USD ($) uSDPerShare | Dec. 31, 2022 USD ($) uSDPerShare | Dec. 31, 2021 USD ($) uSDPerShare | Dec. 31, 2020 USD ($) uSDPerShare | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Value of Initial Fixed $100 Investment Based On: Year (1) Summary Compensation Table Total for Principal Executive Officer (PEO) Compensation Actually Paid to PEO (2) ($) Average Summary Compensation Table Total to Non-PEO NEOs Average Compensation Actually Paid to Non-PEO NEOs (2) ($) Total Shareholder Return ($) Peer Group Total Shareholder Return (3) ($) Net Income (in millions) ($) Cash Flow per Debt Adjusted Share ($) 2023 12,830,222 8,659,409 3,571,222 2,603,523 179 181 1,554 5.49 2022 11,931,683 35,938,813 3,263,723 7,748,764 200 200 3,612 6.91 2021 12,997,292 32,701,906 3,267,924 6,509,720 121 125 946 3.07 2020 12,063,718 (639,147) 3,390,441 (93,780) 49 59 (1,451) 1.45 | |||
Company Selected Measure Name | » Cash Flow per Debt Adjusted Share | |||
Named Executive Officers, Footnote | The PEO for all covered fiscal years was Mr. Tillman, our CEO. For 2020, the other NEOs were: Messrs. Whitehead, Little, Wagner and Hedgebeth. Messrs. Little and Hedgebeth remained employed with the Company through December 31, 2020, and as previously disclosed, retired and resigned, respectively. For 2021, 2022 and 2023, the other NEOs were: Messrs. Whitehead, Wagner and Henderson and Ms. Warnica. | |||
Peer Group Issuers, Footnote | The peer group used for this pay versus performance disclosure is the same as the peer group used for purposes of Item 201(e) of Regulation S-K (the 201(e) peer group or peer group) as disclosed in our consolidated financial statements in our annual report on Form 10-K for the 2023 fiscal year as of the end of such fiscal year. As of December 31, 2023, the members of the 201(e) peer group included: Apache Corporation (APA), Chesapeake Energy Corporation (CHK), Devon Energy Corporation (DVN), Diamondback Energy, Inc. (FANG), EOG Resources, Inc. (EOG), Murphy Oil Corporation (MUR) and Ovintiv Inc. (OVV). As of December 31, 2022, the members of the 201(e) peer group included: APA, DVN, FANG, EOG, Hess Corporation (HES), MUR, OVV, and Pioneer Natural Resources Company (PXD). In setting the 2023 201(e) peer group, CHK was added to keep the peer group a comparable size to prior years. Additionally, CHK is only included in the calculation beginning with its emergence from bankruptcy in February 2021. Based on application of pre-established, objective criteria, HES and PXD were removed from the 201(e) peer group during 2023 as a result of the announcements that HES is being acquired by Chevron Corporation and PXD is being acquired by ExxonMobil, respectively. The peer group TSR determined using the 2022 201(e) peer group but without HES and PXD (as those companies were removed from the 2023 peer group based on application of pre-established, objective criteria) for each of 2020, 2021, 2022 and 2023 is $59MM, $124MM, $198MM and $181MM, respectively. | |||
PEO Total Compensation Amount | $ 12,830,222 | $ 11,931,683 | $ 12,997,292 | $ 12,063,718 |
PEO Actually Paid Compensation Amount | $ 8,659,409 | 35,938,813 | 32,701,906 | (639,147) |
Adjustment To PEO Compensation, Footnote | To calculate “compensation actually paid,” the following amounts were deducted from or added to the Summary Compensation Table Total: Deductions from Summary Compensation Table (a) Additions to Summary Compensation Table (b) Year Executive(s) Summary Compensation Table Total Summary Compensation Table Equity Awards (ai) ($) Summary Compensation Table Change in Pension Value (aii) ($) Fair Value of Current Year Equity Awards at Year-end (bi) ($) Change in Fair Value of Equity Awards from Prior Years that are Outstanding and Unvested (bi) ($) Change in Fair Value of Equity Awards from Prior Years that Vested In Year (bi) ($) Dividend Paid on Equity Awards not Otherwise Reflected in Fair Value (bi) ($) Total Pension Benefit Adjustment (bii) ($) Compensation Actually 2023 CEO 12,830,222 8,668,144 597,888 6,792,695 (1,198,050) (995,492) 150,553 345,513 8,659,409 Other NEOs 3,571,222 2,248,262 142,391 1,761,826 (306,864) (160,201) 34,985 93,208 2,603,523 2022 CEO 11,931,683 6,732,575 553,804 9,640,145 18,633,662 2,602,918 192,020 224,764 35,938,813 Other NEOs 3,263,723 1,781,312 96,868 2,550,600 3,272,472 438,662 37,378 64,109 7,748,764 2021 CEO 12,997,292 7,849,531 265,159 12,184,786 13,752,704 1,498,072 122,331 261,411 32,701,906 Other NEOs 3,267,924 1,823,363 71,918 2,830,396 1,997,742 226,544 21,698 60,697 6,509,720 2020 CEO 12,063,718 8,966,337 364,600 5,862,302 (8,376,840) (1,180,620) 54,543 268,687 (639,147) Other NEOs 3,390,441 2,144,112 304,664 1,401,847 (2,051,888) (500,058) 14,409 100,245 (93,780) (a) For each covered fiscal year, these columns represent the deductions from the Summary Compensation Table Total of: (ai) grant date fair value of Stock Awards and Option Awards and (aii) Change in Pension Value. (b) For each covered fiscal year, these columns represent the additions to the Summary Compensation Table Total of: (bi) the fair value of equity calculated in accordance with the SEC methodology for determining “compensation actually paid” and (bii) Total Pension Benefit Adjustment, which represents service cost, as defined under FASB ASC 715 as the actuarial present value of benefits attributed to services rendered by an officer during the covered year; there were no prior service cost amounts established during the covered fiscal years. | |||
Non-PEO NEO Average Total Compensation Amount | $ 3,571,222 | 3,263,723 | 3,267,924 | 3,390,441 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,603,523 | 7,748,764 | 6,509,720 | (93,780) |
Adjustment to Non-PEO NEO Compensation Footnote | To calculate “compensation actually paid,” the following amounts were deducted from or added to the Summary Compensation Table Total: Deductions from Summary Compensation Table (a) Additions to Summary Compensation Table (b) Year Executive(s) Summary Compensation Table Total Summary Compensation Table Equity Awards (ai) ($) Summary Compensation Table Change in Pension Value (aii) ($) Fair Value of Current Year Equity Awards at Year-end (bi) ($) Change in Fair Value of Equity Awards from Prior Years that are Outstanding and Unvested (bi) ($) Change in Fair Value of Equity Awards from Prior Years that Vested In Year (bi) ($) Dividend Paid on Equity Awards not Otherwise Reflected in Fair Value (bi) ($) Total Pension Benefit Adjustment (bii) ($) Compensation Actually 2023 CEO 12,830,222 8,668,144 597,888 6,792,695 (1,198,050) (995,492) 150,553 345,513 8,659,409 Other NEOs 3,571,222 2,248,262 142,391 1,761,826 (306,864) (160,201) 34,985 93,208 2,603,523 2022 CEO 11,931,683 6,732,575 553,804 9,640,145 18,633,662 2,602,918 192,020 224,764 35,938,813 Other NEOs 3,263,723 1,781,312 96,868 2,550,600 3,272,472 438,662 37,378 64,109 7,748,764 2021 CEO 12,997,292 7,849,531 265,159 12,184,786 13,752,704 1,498,072 122,331 261,411 32,701,906 Other NEOs 3,267,924 1,823,363 71,918 2,830,396 1,997,742 226,544 21,698 60,697 6,509,720 2020 CEO 12,063,718 8,966,337 364,600 5,862,302 (8,376,840) (1,180,620) 54,543 268,687 (639,147) Other NEOs 3,390,441 2,144,112 304,664 1,401,847 (2,051,888) (500,058) 14,409 100,245 (93,780) (a) For each covered fiscal year, these columns represent the deductions from the Summary Compensation Table Total of: (ai) grant date fair value of Stock Awards and Option Awards and (aii) Change in Pension Value. (b) For each covered fiscal year, these columns represent the additions to the Summary Compensation Table Total of: (bi) the fair value of equity calculated in accordance with the SEC methodology for determining “compensation actually paid” and (bii) Total Pension Benefit Adjustment, which represents service cost, as defined under FASB ASC 715 as the actuarial present value of benefits attributed to services rendered by an officer during the covered year; there were no prior service cost amounts established during the covered fiscal years. | |||
Compensation Actually Paid vs. Total Shareholder Return | CAP vs Company Cumulative TSR | |||
Compensation Actually Paid vs. Net Income | CAP vs Company Net Income | |||
Compensation Actually Paid vs. Company Selected Measure | CAP vs Company Cash Flow per Debt Adjusted Share | |||
Total Shareholder Return Vs Peer Group | Company Cumulative TSR versus Peer Group Cumulative TSR As demonstrated by the following chart, the Company’s cumulative TSR over the 2020 through 2023 period generally aligns with the cumulative TSR of our peer group (as used for purposes of this pay versus performance disclosure) over the same period. Our cumulative TSR was modestly lower than the cumulative TSR of our peer group in 2020. However, 2020 was an unprecedented year, in which a combination of decreased global energy demand due to pandemic conditions and an oversupplied commodity market, resulted in severe market conditions. Company Cumulative TSR vs Peer Group Cumulative TSR | |||
Tabular List, Table | MOST IMPORTANT FINANCIAL MEASURES » Cash Flow per Debt Adjusted Share » Enterprise Breakeven » Reinvestment Rate » Cumulative Free Cash Flow » Relative TSR (the Company’s TSR as compared to a performance peer group established by the Compensation Committee for the TSR PSUs) | |||
Total Shareholder Return Amount | $ 179 | 200 | 121 | 49 |
Peer Group Total Shareholder Return Amount | 181 | 200 | 125 | 59 |
Net Income (Loss) | $ 1,554,000,000 | $ 3,612,000,000 | $ 946,000,000 | $ (1,451,000,000) |
Company Selected Measure Amount | uSDPerShare | 5.49 | 6.91 | 3.07 | 1.45 |
Additional 402(v) Disclosure | We are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company as required by and determined under SEC rules. See the “Compensation Discussion and Analysis” for additional information regarding the Company’s compensation philosophy, executive compensation program and how the Company’s executive compensation for our NEOs aligns with the Company’s performance. PAY VERSUS PERFORMANCE TABLE The following table provides information for the past four fiscal years’ total compensation for our NEOs as set forth in the Summary Compensation Table, the “compensation actually paid” to our NEOs (as determined under SEC rules), our TSR, the TSR of our peer group used for purposes of Item 201(e) of Regulation S-K, our net income and our cash flow per debt adjusted share. For 2023, the performance measures listed were identified as the most important financial measures in the compensation-setting process for the NEOs. The importance of cash flow per debt adjusted share, enterprise breakeven and reinvestment rate is reflected by our use of these measures when setting performance standards applicable to our 2023 annual cash bonus program. See “Annual Cash Bonus” in the “Compensation Discussion and Analysis”. Cumulative free cash flow and relative TSR are utilized in our 2023 LTI performance goals for FCF PSUs and TSR PSUs, respectively. See “Long-Term Incentives” in the “Compensation Discussion and Analysis.” Though the Company uses a number of financial and non-financial performance measures in its executive compensation program, the Company has determined that, in its assessment, cash flow per debt adjusted share represents the most important financial performance measure (not otherwise required to be disclosed in the pay versus performance table) used by the Company to link “compensation actually paid” (CAP) to the Company’s NEOs to Company performance for the 2023 fiscal year. RELATIONSHIP BETWEEN CERTAIN INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE Compensation Actually Paid versus Cumulative Company TSR, Net Income and Cash Flow Per Debt Adjusted Share The below three charts demonstrate that CAP to the NEOs generally aligns with trends in the Company’s cumulative TSR, net income and cash flow per debt adjusted share over the four-year period presented in the charts. | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | » Cash Flow per Debt Adjusted Share | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | » Enterprise Breakeven | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | » Reinvestment Rate | |||
Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | » Cumulative Free Cash Flow | |||
Measure:: 5 | ||||
Pay vs Performance Disclosure | ||||
Name | » Relative TSR (the Company’s TSR as compared to a performance peer group established by the Compensation Committee for the TSR PSUs) | |||
PEO | Equity Awards Reported Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 8,668,144 | $ 6,732,575 | $ 7,849,531 | $ 8,966,337 |
PEO | Change in Pension Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 597,888 | 553,804 | 265,159 | 364,600 |
PEO | Year-end Fair Value of Equity Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 6,792,695 | 9,640,145 | 12,184,786 | 5,862,302 |
PEO | Change in Fair Value of Equity Awards Granted in Prior Years, Outstanding and Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,198,050) | 18,633,662 | 13,752,704 | (8,376,840) |
PEO | Change in Fair Value of Equity Awards Granted in Prior Years, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (995,492) | 2,602,918 | 1,498,072 | (1,180,620) |
PEO | Equity Awards, Dividend Paid on Equity Awards not Otherwise Reflected in Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 150,553 | 192,020 | 122,331 | 54,543 |
PEO | Pension Benefit Adjustment [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 345,513 | 224,764 | 261,411 | 268,687 |
Non-PEO NEO | Equity Awards Reported Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 2,248,262 | 1,781,312 | 1,823,363 | 2,144,112 |
Non-PEO NEO | Change in Pension Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 142,391 | 96,868 | 71,918 | 304,664 |
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,761,826 | 2,550,600 | 2,830,396 | 1,401,847 |
Non-PEO NEO | Change in Fair Value of Equity Awards Granted in Prior Years, Outstanding and Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (306,864) | 3,272,472 | 1,997,742 | (2,051,888) |
Non-PEO NEO | Change in Fair Value of Equity Awards Granted in Prior Years, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (160,201) | 438,662 | 226,544 | (500,058) |
Non-PEO NEO | Equity Awards, Dividend Paid on Equity Awards not Otherwise Reflected in Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 34,985 | 37,378 | 21,698 | 14,409 |
Non-PEO NEO | Pension Benefit Adjustment [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 93,208 | $ 64,109 | $ 60,697 | $ 100,245 |