This excerpt taken from the MRO DEF 14A filed Mar 10, 2005.
Chief Executive Officer
Mr. Cazalot's base salary, annual bonus award and long-term incentive awards are determined in the same manner as the compensation of other executive officers.
Under Mr. Cazalot's leadership, the highlights of Marathon's 2004 achievements that influenced his incentive compensation are as follows:
After reviewing the achievements of the Company under his leadership and competitive CEO pay data provided by an independent consultant, the Committee approved a base salary of $1,100,000 for Mr. Cazalot, effective April 1, 2005.
For 2004, Mr. Cazalot's annual bonus target was set at the median level as compared to other CEO bonus targets among our peer companies. Target levels of performance on both a Company and individual level exceeded established performance goals set forth for Mr. Cazalot, therefore, he was paid a bonus of $1,900,000 for 2004. This annual bonus award was based upon the Company's focused execution of its key business strategies and the improved profitability of each of its three business segments. Like all other officers, he also received long-term incentive awards in the form of performance shares and Stock SARs in May 2004. Mr. Cazalot's long-term incentive awards were based on the Committee's evaluation of his performance and achievements as well as industry comparative data. As a result of these decisions, the Committee believes Mr. Cazalot's total compensation is competitive among his industry peers.
C. Yearley, Chair