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MRO » Topics » Long-Term Incentive Plans-Awards in Last Fiscal Year

This excerpt taken from the MRO DEF 14A filed Mar 10, 2005.

Long-Term Incentive Plans—Awards in Last Fiscal Year

 
    
    
   Estimated Future Payouts Under Non-Stock Price-Based Plans
 
   Number of
Shares, Units or
Other Rights
(#)
   Performance or
Other Period
Until Maturation
or Payout
Name
   Threshold
(#)
   Target
(#)
   Maximum
(#)
C. P. Cazalot, Jr.   75,000
34,830		 (1)
(2)		 3 years
1 year		   37,500
16,200		   75,000
27,000		   150,000
54,000

J. F. Clark
 
22,500
(1)
3 years
 
11,250
 
22,500
 
45,000

P. G. Behrman
 
8,700
3,740
(1)
(2)
3 years
1 year
 
4,350
2,040
 
8,700
3,400
 
17,400
6,800

S. B. Hinchman
 
7,600
3,740
(1)
(2)
3 years
1 year
 
3,800
2,040
 
7,600
3,400
 
15,200
6,800

S. J. Lowden
 
8,700
3,740
(1)
(2)
3 years
1 year
 
4,350
2,040
 
8,700
3,400
 
17,400
6,800
(1)
In May 2004, performance share grants were made under the 2003 Incentive Compensation Plan. Vesting of these shares is tied to Total Shareholder Return ("TSR") as compared to the TSR of each of the member companies within the AMEX Oil Index ("XOI"). These performance shares will have a three-year performance period with payout varying from 0% to 200% of target based on actual performance. In the event of a change of control of the Company, all performance shares would immediately vest at target levels. Prior to vesting, dividends are paid on the target number of performance shares.

(2)
These grants were made under the 1990 Stock Plan in order to fulfill the terms of a previously-established performance share program that will expire in 2005. Due to the Plan's one-year holding period requirement and the fact that the performance exceeded target in 2003, an additional grant of performance shares was necessary in 2004. This grant will allow sufficient shares to be available to fulfill the maximum potential payout in 2005 in the event performance exceeds target for 2004. The threshold, target, and maximum vesting opportunities were not affected by the 2004 grants. Vesting of these performance shares is based entirely on the achievement of pre-established performance measures related to corporate performance with payouts varying from 0% to 200% of target based on actual performance.

    To emphasize the long-term nature of the awards, vesting decisions are based on three-year average operational and financial performance, as compared with three-year peer-group performance as described in the Compensation Committee Report. In the event of a change of control of the Company, all performance shares would immediately vest at target levels.

    Dividends are paid on all unvested shares.

35

Compensation Committee Report
on Executive Compensation

The Compensation Committee (the "Committee") of Marathon Oil Corporation sets policies and administers programs regarding compensation for Marathon's executive officers and regularly reports its actions to the Board. In addition, the Committee reviews and approves the compensation of the Marathon Ashland Petroleum LLC ("MAP") officers on behalf of the MAP Board of Managers. The Committee is comprised only of independent, non-employee directors. The members who served on the committee are Mr. Yearley, Mr. Davis, Dr. Jackson, Mr. Lader, Mr. Reilley, and Mr. Schofield.

The purpose of this report is to summarize the philosophy, compensation components and specific program objectives that are considered by the Committee when making decisions regarding compensation for Marathon officers.

"Long-Term Incentive Plans-Awards in Last Fiscal Year" elsewhere:

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