DEF 14A of Magnolia Oil & Gas Corp, Mar 21, 2024

DEF 14A of Magnolia Oil & Gas Corp

Filed Mar 21, 2024 · FY20230001558370-24-003700

Open on EDGAR

  1. Voting

    | EXECUTIVE COMPENSATION | 44 | | 2023 Summary Compensation Table | 44 | | Grants of Plan-Based Awards for the 2023 Fiscal Year | 45 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 47 | | Stock Vested in the 2023 Fiscal Year | 49 | | Pension Benefits | 49 | | Nonqualified Deferred Compensation | 49 | | Potential Payments Upon Termination or a Change of Control | 49 | | CEO PAY RATIO | 56 | | PAY VERSUS PERFORMANCE | 57 | | EQUITY COMPENSATION PLAN INFORMATION | 62 | | PROPOSAL 2• ADVISORY VOTE ON EXECUTIVE COMPENSATION | 63 | | Advisory Say-on-Pay Vote | 63 | | Vote Required and Board Recommendation | 63 | | PROPOSAL 3• RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 64 | | Audit Fees and Services | 64 | | Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors | 65 | | Vote Required and Board Recommendation | 65 | | AUDIT COMMITTEE REPORT | 66 | | OTHER INFORMATION | 67 | | Other Business | 67 | | Director Nominees and Other Stockholder Proposals for the 2025 Annual Meeting | 67 | | Householding | 67 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 68 | | ANNEX A : NON-GAAP FINANCIAL MEASURES | 72 |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | | Christopher G. Stavros | 60 | September 2022 | President and Chief Executive Officer of Magnolia | No | | | Dan F. Smith Chairman | 77 | May 2017 | Former Chief Executive Officer of Lyondell Chemical Company | Yes | ◾ Audit ◾ Compensation | | Arcilia C. Acosta | 58 | May 2017 | Chief Executive Officer of CARCON Industries & Construction and Southwestern Testing Laboratories (“STL Engineers”) | Yes | ◾ Compensation ◾ Nominating & Governance (Chair) | | Edward P. Djerejian | 85 | May 2017 | Former U.S. Ambassador and Founding Director of Rice University’s Baker Institute for Public Policy | Yes | ◾ Compensation (Chair) ◾ Nominating & Governance | | David M. Khani | 60 | February 2024 | Former Chief Financial Officer of EQT Corporation | Yes | ◾ Audit | | James R. Larson | 74 | July 2018 | Former Chief Financial Officer of Anadarko Petroleum Corporation | Yes | ◾ Audit (Chair) ◾ Nominating & Governance | | Shandell M. Szabo | 49 | n/a | Former Vice President of U.S. Exploration and Onshore Exploration at Anadarko Petroleum Corporation | Yes | | | John B. Walker | 78 | July 2018 | Executive Chairman of EnerVest, Ltd. | No | |

  4. Our Executive Compensation Practices

    | | What We Do | | What We Don’t Do | | | A majority of our Named Executive Officers’ compensation is at risk | | We do not have employment agreements | | | At least 50 percent of our Named Executive Officers’ long term equity-based compensation each year is subject to performance-based vesting conditions | | We do not have single trigger equity award vesting upon a change in control (unless the successor company fails to assume the awards) | | | Payouts under our annual bonus program and our performance-based equity awards are capped at a maximum earning opportunity and payouts under our PSU awards are capped at target in the event our absolute TSR is negative | | We do not allow hedging of our Common Stock or, without prior consent, pledging of Common Stock by our employees | | | We maintain a clawback policy that requires us to recoup certain incentive-based compensation in the event of certain financial restatements | | We do not use overlapping performance metrics in our annual cash bonus program and our long term equity-based awards | | | We maintain stock ownership guidelines for executives and non-employee directors | | We do not provide excise tax gross-ups | | | We use an independent compensation consultant | | We do not provide excessive perquisites or other benefits | | | We conduct an annual say-on-pay vote | | We do not have any defined benefit or supplemental executive retirement plans |

  5. Executive Compensation Components

    | | Base Salary | Annual Bonus Program | Long Term Equity-Based Compensation | | | Purpose | Provide market competitive level of fixed compensation for the fundamental duties required of the position to attract and retain talent | Motivate and reward performance achievement against annual quantitative and qualitative performance metrics | Reward creation of long term stockholder value and achievements consistent with our long term business strategies Align Named Executive Officer compensation with changes in stockholder value | | | Named Executive Officer 2023 Target Pay Mix | | | | | | | Base Salary | Annual Bonus Program | Long Term Equity-Based Compensation | | | CEO Target Pay Mix | 13% | 20% | Time-Based RSUs 33.5% | Performance Share Units (“PSUs”) 33.5% | | | | | | | | Average of All Other Named Executive Officers (“NEOs’’) Target Pay Mix | 19% | 23% | Time-Based RSUs 29% | PSUs 29% | | | | | | |

  6. Information about Director Nominees

    Information about Director Nominees Based on recommendations from the Company’s Nominating and Corporate Governance Committee (the “Governance Committee”), the Board has nominated the eight individuals named below for election as directors at the Annual Meeting:

  7. Information about Director Nominees

    | Christopher G. Stavros Age: 60 Director Since: September 2022 | Christopher G. Stavros has served as our President and Chief Executive Officer and as a director since September 2022. Before to his appointment to those roles, Mr. Stavros was Magnolia’s Executive Vice President and Chief Financial Officer since July 2018. Prior to joining Magnolia, Mr. Stavros served as Senior Vice President and Chief Financial Officer of Occidental Petroleum Corporation, whose principal businesses consist of oil and gas, chemical, and midstream and marketing segments (“Occidental”). Mr. Stavros joined Occidental in 2005 and was named Chief Financial Officer in 2014, having previously served as Vice President, Investor Relations and Treasurer. Mr. Stavros retired from Occidental in May 2017. Prior to joining Occidental, Mr. Stavros was a Senior Analyst at UBS with coverage of the oil and gas sector. Mr. Stavros received his BSBA from Boston University and received his MBA from the University of Rochester. Mr. Stavros is well-qualified to serve as a director due to his more than 30 years of experience in the energy and financial industries. As an executive officer of the Company since our Business Combination, Mr. Stavros is committed to the principles of the business model established when Magnolia was founded, and his in-depth understanding of Magnolia’s day-to-day operations provides an important perspective on the Board. |

  8. Information about Director Nominees

    | Dan F. Smith Independent Chairman Age: 77 Director Since: May 2017 | Dan F. Smith is a retired Chief Executive Officer of Lyondell Chemical Company, which operated in the chemicals, polymers, and fuels business segments (“Lyondell”), and its wholly owned subsidiaries Millennium Chemicals Inc. and Equistar Chemicals, LP., a position he held from December 1996 until his retirement in December 2007. From June 2007 to December 2007, Mr. Smith was also Chairman of Lyondell. Mr. Smith began his career as an engineer with Atlantic Richfield Company in 1968. He was elected President of Lyondell in August 1994 and Chief Executive Officer in December 1996. Mr. Smith has served as a director and Chairman of the Board of Orion Engineered Carbons, S.A. since 2014. During the past five years, Mr. Smith served on the boards of directors of Kraton Corp., where he was Chairman of the Board from 2008 until the company was sold in 2022, Nexeo Solutions, Inc., Northern Tier Energy GP LLC, and the general partner of Valerus Compression Services, L.P. (doing business as Axip Energy Services, L.P.). He also serves as a member of the College of Engineering Advisory Council at Lamar University. Mr. Smith is a graduate of Lamar University with a Bachelor of Science in chemical engineering. Mr. Smith is well-qualified to serve as a director because of his significant directorship experience and broad experience in energy and energy-related sectors. |

  9. Information about Director Nominees

    | Magnolia Oil & Gas | 7 | 2024 Proxy Statement |

  10. Information about Director Nominees

    | Arcilia C. Acosta Age: 58 Director Since: May 2017 | Arcilia C. Acosta is the Chief Executive Officer of CARCON Industries & Construction (“CARCON”), a full-service construction firm, and she is also the founder and Chief Executive Officer of Southwestern Testing Laboratories (“STL Engineers”), a geotechnical engineering and construction materials testing firm. Both companies are based in Dallas, Texas, with the oil and gas division located in Midland, Texas, and have built notable projects at over 13 airports, transit agencies, and the Texas Departments of Transportation, Healthcare, and Higher Education, among others. CARCON and STL Engineers have been recognized for many awards in the construction and engineering fields, including articles in Engineering News Records and the Association of Building Contractors National Awards. In February 2020, Ms. Acosta was elected to the board of directors of Vistra Corporation, a retail electricity and power generation company located in 18 states across the United States and the District of Columbia. She has also served on the board of directors of Veritex Holdings, Inc. since January 2021. Ms. Acosta’s prior corporate board service includes ten years on the board of directors of Energy Future Holdings Corporation, six years on the board of directors of Legacy Texas Financial Group, N.A., and two years on the board of directors of ONE Gas, Inc. In November 2022, Governor Greg Abbott appointed Ms. Acosta as one of three co-chairs of the 2023 Texas Inaugural Committee. In April 2021, Governor Abbott appointed Ms. Acosta to the Texas Tech University Board of Regents for a six-year term. Additionally, in March 2016, Governor Abbott appointed Ms. Acosta to the Texas Higher Education Coordinating Board, where she served a three-year term, and, in March 2020, Governor Abbott appointed her to the Strike Force to Open Texas for COVID-19. Ms. Acosta is one of 40 members from across the state appointed to this Special Advisory Council to Governor Abbott. Ms. Acosta’s civic board service also includes the Communities Foundation of Texas and the Dallas Citizens Council, where she was named chairman for a three-year term from 2023 until 2026, making her only the second woman to hold that position in the 84-year history of the organization. She is also a member of the National Women Energy Directors Network. Ms. Acosta has been named as one of the 100 Most Influential Latinas by Latino Leaders Magazine since 2020 and as one of the 500 Most Powerful Business Leaders in Dallas-Fort Worth by D CEO Magazine the past four years. Other notable recognitions include the 2021 U.S. Presidential Volunteer Service Award, the Junior Achievement Dallas Business Hall of Fame in 2022, and the Texas Woman’s University Virginia Chandler Dykes Leadership Award in 2022. Ms. Acosta received a Bachelor of Arts from Texas Tech University and completed the Harvard University Business School Corporate Governance Program. In September 2021, she was awarded the Excellence in Business Award from Texas Tech University Rawls School of Business honoring distinguished alumni. Ms. Acosta is well-qualified to serve as a director because of her broad range of experience and directorships. With over 23 years of experience as a chief executive officer in the construction and engineering industries, Ms. Acosta excels as a high performing leader with the business acumen and analytical skills needed to drive transformation. She also has over 15 years of experience serving as a board member for publicly traded corporations. |

  11. Information about Director Nominees

    | Magnolia Oil & Gas | 8 | 2024 Proxy Statement |

  12. Information about Director Nominees

    | Edward P. Djerejian Age: 85 Director Since: May 2017 | Edward P. Djerejian served in the U.S. Foreign Service for eight presidents, from John F. Kennedy in 1962 to William J. Clinton in 1994. Prior to his nomination by President Clinton as U.S. ambassador to Israel, in which position he served from 1993 to 1994, he was assistant secretary of state for Near Eastern affairs in both the George H.W. Bush and the Clinton administrations from 1991 to 1993. He was the U.S. ambassador to the Syrian Arab Republic from 1988 to 1991. He also served as special assistant to President Ronald Reagan and deputy press secretary for foreign affairs in the White House from 1985 to 1986. After his retirement from government service in 1994, he became founding director of Rice University’s Baker Institute for Public Policy, a premier nonpartisan public policy think tank, which he led for 28 years until June 2022. He was appointed a senior fellow at the Middle East Initiative at Harvard Kennedy School’s Belfer Center for Science and International Affairs in June 2022. He has been awarded the Presidential Distinguished Service Award, the Department of State’s Distinguished Honor Award, and numerous other honors, including the Ellis Island Medal of Honor and the Anti-Defamation League’s Moral Statesman Award. He is also a recipient of the Association of Rice Alumni’s Gold Medal and is a life member of the Baker Institute’s Board of Advisors. In 2011, Ambassador Djerejian was elected a fellow of the American Academy of Arts and Sciences. He has been a member of the Board of Trustees of the Carnegie Corporation of New York since 2011, where he has served as Vice Chairman and Chairman of the Audit Committee. Ambassador Djerejian previously served as a director of Occidental from 1996 to 2015, serving as Chairman of the Board from 2013 to 2015, and as a director of Baker Hughes Incorporated and Global Industries, Ltd., where he was Chairman of the Governance Committee. He has served on the board of directors of The Mexico Fund, Inc. since 2013. He holds a Bachelor of Science and a Doctor of Humane Letters, honoris causa, from Georgetown University, as well as a Doctor of Laws, honoris causa, from Middlebury College. Ambassador Djerejian is well-qualified to serve as a director because of his significant directorship experience. |

  13. Information about Director Nominees

    | david m. khani Age: 60 Director Since: February 2024 | David M. Khani served as Chief Financial Officer of EQT Corporation, a leading independent natural gas producer with an asset base in the core of the Appalachian Basin (“EQT Corp.”), from January 2020 until July 2023. Prior to joining EQT Corp., Mr. Khani served as the Executive Vice President and Chief Financial Officer of CONSOL Energy, an energy company whose businesses during his tenure included natural gas, exploration and production, and coal mining (“CONSOL”), from March 2013 to December 2019, and as Vice President, Finance at CONSOL from September 2011 to March 2013. In addition, Mr. Khani served as Chief Financial Officer and as a member of the board of directors of CNX Midstream Partners LLC (formerly, CONE Midstream LLC), a midstream affiliate of CONSOL and joint venture with Noble Energy (“CNX”), from September 2014 until January 2018; as a member of the board of directors of CNX Coal Resources, a coal mining affiliate of CONSOL, from July 2015 to August 2017; and as Chief Financial Officer and as a member of the board of directors of CONSOL Coal Resources, a coal mining affiliate of CONSOL, from August 2017 to December 2019. Before his time at CONSOL, Mr. Khani was a research director and senior managing director at FBR & Co., an investment banking and capital markets firm, from 1998 to 2011. He began his career as an equity research associate analyst at Prudential Financial, Inc., from 1995 to 1998, and at Lehman Brothers, Inc., from 1993 to 1995. He has been a chartered financial analyst (CFA) for 25 years. Mr. Khani holds a B.A. in biological sciences from State University of New York—Binghamton and a M.B.A. in corporate accounting and finance from the University of Rochester. Ms. Khani has deep industry knowledge across the energy and natural resources spectrum, including exploration and production, power, midstream, oilfield services, and metals and mining. He also has significant experience in environmental, social, and governance (“ESG”) initiatives, as well as financial and capital markets expertise, that make him well-qualified to serve on Magnolia’s Board. |

  14. Information about Director Nominees

    | Magnolia Oil & Gas | 9 | 2024 Proxy Statement |

  15. Information about Director Nominees

    | James R. Larson Age: 74 Director Since: July 2018 | James R. Larson has served as an independent director of CSI Compressco GP LLC, and its predecessor CSI Compressco GP Inc., general partner of CSI Compressco L.P., a provider of compression services and equipment for natural gas and oil production, gathering, transportation, processing, and storage, and as Chairman of its Audit Committee since July 2011 and served as a member of its Conflicts Committee from April 2012 until January 2021 and as Chairman of its Conflicts Committee since August 2021. From September 2005 until his retirement on January 1, 2006, Mr. Larson served as senior vice president of Anadarko Petroleum Corporation, an independent exploration and production company (“Anadarko”). From December 2003 to September 2005, Mr. Larson served as Senior Vice President, Finance and Chief Financial Officer of Anadarko. From 2002 to 2003, Mr. Larson served as Senior Vice President, Finance of Anadarko, where he oversaw treasury, investor relations, internal audits, and acquisitions and divestitures. From 1995 to 2002, Mr. Larson served as Vice President and Controller of Anadarko, where he was responsible for accounting, financial reporting, budgeting, forecasting, and tax. Prior to that, he held various tax and financial positions within Anadarko after joining the company in 1981. Mr. Larson is a current member of the American Institute of Certified Public Accountants, Financial Executives International, and the Tax Executives Institute. Mr. Larson also served on the board of directors of EV Management, LLC, the general partner of EV Energy GP, L.P., which is the former general partner of EV Energy Partners, L.P., from September 2006 until June 2018. He received his Bachelor of Business Administration from the University of Iowa. Mr. Larson has over 40 years of experience in the oil and natural gas business and has served as Chief Financial Officer of a large independent oil and natural gas company. We believe that his knowledge of the industry, finance, and accounting makes him well-qualified to serve as a director. |

  16. Information about Director Nominees

    | ShANDELL M. SZABO Age: 49 Director Nominee | Shandell M. Szabo has served as an independent director of Talos Energy, Inc., an energy company focused on offshore oil and gas exploration and production (“Talos”), since February 2023, where she serves on the Compensation and Safety, Sustainability and Corporate Responsibility Committees and co-chairs the Technical Committee. Beginning in February 2020, Ms. Szabo served on the board of directors of EnVen Energy Corporation, which was a private operator of deepwater platforms in the Gulf of Mexico that was acquired by Talos in February 2023, and she served as Chair of the Risk Committee and a member of the Governance Committee until the acquisition. Prior to that, Ms. Szabo served nearly 20 years with Anadarko, until its acquisition by Occidental in August 2019, in various roles of steadily increasing responsibility throughout Anadarko’s U.S. onshore portfolio and deepwater Gulf of Mexico, including Vice President of U.S. Exploration from 2018 to 2019, Vice President of Onshore Exploration from 2016 to 2018, Director of Investor Relations from 2015 to 2016, General Manager of Development, Eaglebine/Base Assets from 2013 to 2015, Geoscience Development Manager, East Texas/North Louisiana from 2011 to 2013, and Regional Geology Manager, Gulf of Mexico Exploration from 2008 to 2010. She began her career at Exxon Mobil Corporation in 1998 in various subsurface and geoscience positions in basins in the U.S. onshore and Gulf of Mexico. Ms. Szabo serves on the Montgomery County executive leadership team for the Leukemia and Lymphoma Society and also as the Chair of its Student Visionary of the Year Campaign. She is an Advisory Council member of the United Way of Greater Houston. Ms. Szabo received her Bachelor of Science from the University of Michigan and her Master of Science from Texas Christian University, both in Environmental Science with a concentration in Geology. She is a licensed professional geologist in the State of Texas. Ms. Szabo is well-qualified to serve as a director because of her over 25 years of involvement in the oil and gas industry, including her geologic and technical background and her leadership experience in upstream operations, exploration and development, finance, and corporate communications. |

  17. Information about Director Nominees

    | Magnolia Oil & Gas | 10 | 2024 Proxy Statement |

  18. Information about Director Nominees

    | John B. Walker Age: 78 Director Since: July 2018 | John B. Walker is Executive Chairman of EnerVest, Ltd., an oil and natural gas company (“EnerVest”), a position he has held since December 2020. He previously served as EnerVest’s Chief Executive Officer since its formation in 1992. During his time on Wall Street, Mr. Walker was selected by Institutional Investor as an “All-American” energy analyst for six years in a row. In November 2007, Mr. Walker received the oil and gas industry’s highest honor, the Chief Roughneck Award. Mr. Walker served the Independent Petroleum Association of America (“IPAA”) as Chairman from 2003 to 2005. Mr. Walker previously served as Chairman of the Board of Stewards of Chapelwood United Methodist Church and Chairman of the board of directors of the Sam Houston Area Council of the Boy Scouts of America. During his time with the Boy Scouts of America, Mr. Walker received the Distinguished Eagle Award in May 2007 and the Silver Beaver Award in 2001. Mr. Walker is a member of the National Petroleum Council, where he currently serves as Chairman of the Nominating Committee, and the All-American Wildcatters. In November 2015, Mr. Walker was named as a National Finalist for the EY Entrepreneur of the Year. Mr. Walker was named Distinguished Alumni at Texas Tech University in 2004 and served on the Board of Regents of the Texas Tech University System from 2012 until 2023. Mr. Walker served on the board of directors of PetroLogistics LP from 2012 until 2014. Mr. Walker holds a Bachelor of Business Administration, with honors, from Texas Tech University and a Master of Business Administration, with distinction, from New York University. Mr. Walker is well-qualified to serve as a director because of his broad range of experience in the energy industry and with EnerVest. |

  19. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We believe that director compensation should be structured to attract and retain qualified directors. The Compensation Committee recommends to the Board for approval general principles for determining the form and amount of non-employee director compensation and, subject to such principles, evaluates annually the status of non-employee director compensation in relation to comparable U.S. companies (in terms of size, business sector, and other factors), and reports findings and recommendations to the Board for approval. In early 2023, the Compensation Committee recommended to the Board for approval and the Board approved the increases reflected below, effective February 13, 2023, for the 2023 non-employee director compensation program, based on a review of the competitiveness of our non-employee director compensation program presented by the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). These adjustments position the Company near the market median of the 2023 Compensation Peer Group (described below under “Compensation Discussion and Analysis—Setting Executive Compensation—Compensation Peer Group”) and reflect the first increase in non-employee director compensation since 2019.

  20. Non-Employee Director Compensation Program

    | Compensation Element | 2022 | 2023 | | Annual Cash Retainer | $50,000 | $85,000 | | Annual Equity Retainer | $130,000 | $165,000 | | Supplemental Retainer for Audit Committee Chair | $15,000 | $20,000 | | Supplemental Retainer for Compensation Committee Chair | $10,000 | $15,000 | | Supplemental Retainer for Governance Committee Chair | $10,000 | $15,000 | | Supplemental Retainer for Audit Committee Members (other than the Audit Committee Chair) | $5,000 | $5,000 | | Supplemental Retainer for Lead Independent Director (1) | $10,000 | n/a | | Supplemental Retainer for Non-Executive Chairman (1) | $25,000 | $25,000 | | Supplemental Equity Retainer for Non-Executive Chairman (1) | n/a | $50,000 |

  21. Non-Employee Director Compensation Program

    | (1) In September 2022, the Company replaced the Lead Independent Director role with the non-executive Chairman role. |

  22. Non-Employee Director Compensation Program

    The following discussion further describes the components of our non-employee director compensation program:

  23. Equity Awards

    Equity Awards Each non-employee director who is elected at an Annual Meeting of Stockholders receives an annual equity award in the form of restricted stock units (“RSUs”) granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (the “Long Term Incentive Plan”). If a non-employee director first joins the Board other than at an Annual Meeting of Stockholders, the director will receive an initial equity award in the form of RSUs upon such non-employee director’s appointment to the Board, as applicable, pro-rated to reflect the period of time remaining in the Board term during which the appointment occurs.

  24. Equity Awards

    | Magnolia Oil & Gas | 26 | 2024 Proxy Statement |

  25. Equity Awards

    In determining the number of RSUs to grant in 2023, we divided the annual equity award target value of $165,000 by the 20-day average closing price of our Class A Common Stock up to and including May 2, 2023, the last trading day before our 2023 Annual Meeting of Stockholders. Based on this calculation, each non-employee director who was elected at the 2023 Annual Meeting of Stockholders received an annual equity award of 7,517 RSUs granted on May 3, 2023, except for our non-executive Chairman. Mr. Smith received an annual equity award at that time equal to 9,794 RSUs, which was comprised of his annual equity retainer and his supplemental equity retainer for services as non-executive Chairman. The annual RSU awards generally vest in full and are settled in shares of our Class A Common Stock on the earlier to occur of (i) the first anniversary of the date of grant, and (ii) the day preceding the Company’s next Annual Meeting of Stockholders, in each case, subject to the non-employee director’s continued service on the Board and the other terms and conditions of the Long Term Incentive Plan and the applicable award agreement. If, in connection with or following a change in control, a non-employee director ceases to serve as a Board member or other service provider, the RSUs will vest in full. In the event of a change in control in which the successor company does not assume the RSUs, the RSUs will vest in full on the date of the change in control if the director has continued to provide services through that date. Non-employee directors are eligible to participate in a nonqualified deferred compensation plan that gives them the option to defer the settlement date of RSUs until the earlier of (i) the date on which such non-employee director ceases to serve on the Board, or (ii) the consummation of a change in control of the Company. No above-market earnings are received on deferrals under the non-qualified deferred compensation plan. Ms. Acosta and Ms. Busch participate in the non-qualified deferred compensation plan. The non-employee directors are eligible to receive dividend equivalents with respect to outstanding RSUs they hold that have not been forfeited or settled as of any dividend record date, which are generally paid in cash at the same time the Company pays such dividend to its stockholders. With respect to RSU awards granted prior to 2022, if a non-employee director elected to defer the settlement date of the underlying RSUs, then the non-employee director is instead credited with a number of whole or fractional additional RSUs equal to the aggregate value of the cash dividend equivalents the director would have received with respect to such deferred RSUs (including any additional RSUs previously credited on such deferred RSUs) held on any dividend record date, divided by the closing price of our Class A Common Stock on the dividend payment date. These additional RSUs are paid out at the time specified for the deferred RSUs. As of December 31, 2023, Ms. Acosta held 11,490 RSUs (including 490 additional RSUs credited as dividend equivalents) in the nonqualified deferred compensation plan, and Ms. Busch held 65,402 RSUs (including 2,242 additional RSUs credited as dividend equivalents and including the 7,517 unvested RSUs granted in 2023) in the nonqualified deferred compensation plan.

  26. Director Compensation Table

    Director Compensation Table The following table contains information about our non-employee directors’ compensation for the 2023 fiscal year:

  27. Director Compensation Table

    | | Fees Earned | | | | | or Paid | Stock | | | | in Cash | Awards | Total | | Name | ($) | ($) (3) | ($) | | Arcilia C. Acosta | $95,222 | $149,288 | $244,510 | | Angela M. Busch (1) | $85,819 | $149,288 | $235,107 | | Edward P. Djerejian | $95,222 | $149,288 | $244,510 | | James R. Larson | $100,222 | $149,288 | $249,510 | | Dan F. Smith (2) | $108,021 | $194,509 | $302,530 | | John B. Walker | $80,819 | $149,288 | $230,107 |

  28. Director Compensation Table

    | (1) Ms. Busch is not standing for re-election at the Annual Meeting, and vested deferred RSUs held by Ms. Busch in the nonqualified deferred compensation plan will be paid to her in shares in connection with the end of her service on the Board in May 2024 in accordance with the terms of the nonqualified deferred compensation plan. |

  29. Director Compensation Table

    | (2) Mr. Smith served as Lead Independent Director from May 3, 2022, the date of our 2022 Annual Meeting of Stockholders, until September 21, 2022, when he became non-executive Chairman of the Board. On October 27, 2022, the Board approved an additional $25,000 cash retainer for the non-executive Chairman, retroactive to |

  30. Director Compensation Table

    | Magnolia Oil & Gas | 27 | 2024 Proxy Statement |

  31. Director Compensation Table

    | September 21, 2022, in lieu of the $10,000 Lead Independent Director retainer. Mr. Smith was erroneously paid the Lead Independent Director retainer during the fourth quarter of 2022 resulting in an overpayment of $2,799, which amount was deducted from the cash fees paid to him in the first quarter of 2023. |

  32. Director Compensation Table

    | (3) Reflects the aggregate grant date fair value of the 2023 annual RSU awards granted to our non-employee directors, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), determined without regard to forfeitures, and does not reflect the actual value that may be recognized by each non-employee director. The grant date fair value of each 2023 annual RSU award was based on a per share price of $19.86, which was the closing price of our Class A Common Stock on May 3, 2023, the grant date of the awards. See also Note 13—Stock Based Compensation to our audited financial statements included in our 2023 Form 10-K, for a discussion of the assumptions used in determining the FASB ASC Topic 718 grant date fair value of these awards. The 2023 annual RSU award granted to each non-employee director was comprised of 7,517 RSUs (9,794 RSUs for Mr. Smith), and, as of December 31, 2023, each non-employee director listed in the table above held 7,517 unvested RSUs (except Mr. Smith, who held 9,794 unvested RSUs). All such unvested RSUs are scheduled to vest on May 3, 2024, subject to the non-employee director’s continued service through such date. As of December 31, 2023, Ms. Acosta held 11,490 RSUs (including 490 additional RSUs credited as dividend equivalents) in the nonqualified deferred compensation plan, and Ms. Busch held 65,402 RSUs (including 2,242 additional RSUs credited as dividend equivalents and including the 7,517 unvested RSUs granted in 2023) in the nonqualified deferred compensation plan. |

  33. Director Compensation Table

    | Magnolia Oil & Gas | 28 | 2024 Proxy Statement |

  34. Compensation Program Aligned with Best Practices and Business Strategy

    | our objective: | | we accomplish this objective through: | | Compensation design SUPPORTS BUSINESS OBJECTIVES: | | Magnolia’s objective is to generate stock market value | | ■ Consistent organic production growth ■ High full-cycle operating margins ■ An efficient capital program with short economic paybacks ■ Significant free cash flow after capital expenditures ■ Effective reinvestment of free cash flow | | ■ Annual incentive bonus program design tied to Operating Margin and Free Cash Flow Percentage ■ Performance share unit (“PSU”) program tied to relative total stockholder return (“TSR”) |

  35. Compensation Program Aligned with Best Practices and Business Strategy

    | | What We Do | | What We Don’t Do | | | A majority of our Named Executive Officers’ compensation is at risk | | We do not have employment agreements | | | At least 50 percent of our Named Executive Officers’ long term equity-based compensation each year is subject to performance-based vesting conditions | | We do not have single trigger equity award vesting upon a change in control (unless the successor company fails to assume the awards) | | | Payouts under our annual bonus program and our performance-based long term equity awards are capped at a maximum earning opportunity and payouts under our PSU awards are capped at target in the event our absolute TSR is negative | | We do not allow hedging of our Common Stock or, without prior consent, pledging of Common Stock by our employees | | | We maintain a clawback policy that requires us to recoup certain incentive-based compensation in the event of certain financial restatements | | We do not use overlapping performance metrics in our annual cash bonus program and our long term equity-based awards | | | We maintain stock ownership guidelines for executives and non-employee directors | | We do not provide excise tax gross-ups | | | We use an independent compensation consultant | | We do not provide excessive perquisites or other benefits | | | We conduct an annual say-on-pay vote | | We do not have any defined benefit or supplemental executive retirement plans |

  36. Compensation Philosophy and Objectives

    | Compensation Objective | How We Accomplish this Objective | | Be Competitive | ■ We maintain market-competitive compensation programs in line with the compensation of similarly situated positions at companies in our Compensation Peer Group. | | Pay for Performance | ■ The majority of our executives’ compensation is in the form of variable, at-risk compensation. ■ Our 2023 annual bonus program is tied to specific Company financial objectives. ■ At least 50 percent of our Named Executive Officers’ long term equity-based compensation is subject to performance-based vesting conditions tied to stock price appreciation or relative TSR metrics. | | Align with Stockholders’ Interests | ■ Our 2023 annual bonus program primarily focuses on financial metrics we believe will lead to value creation and are strongly aligned with our business strategy. ■ We provide a significant portion of compensation in the form of long term equity-based awards. ■ Our PSU awards, including those granted in 2023, cap payouts at target level in the event that the Company’s absolute TSR is negative. |

  37. Setting Executive Compensation

    | ◾ | Alignment of Named Executive Officer compensation with short term and long term Company performance; |

  38. Setting Executive Compensation

    | ◾ | Competitiveness of compensation with Compensation Peer Group (as defined below) companies, internal pay equity among individuals with similar expertise levels and experience, and the unique skill sets of the individual; |

  39. Setting Executive Compensation

    | ◾ | Data and analysis provided by the Compensation Committee’s independent compensation consultant; |

  40. Independent Compensation Consultant

    Independent Compensation Consultant Under its charter, the Compensation Committee has the sole discretion to retain or obtain advice from, oversee, and terminate any compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation, and oversight of any work of any such adviser retained by the Compensation Committee. The Compensation Committee has engaged FW Cook as its compensation consultant for evaluating executive officer compensation since 2018. FW Cook regularly presents materials to the Compensation Committee regarding current trends on executive pay for public companies in the oil and gas space. FW Cook also provides peer group review and recommendations, benchmarking of Named Executive Officer and non-employee director compensation, and assessment of anticipated proxy advisory firm evaluations. FW Cook assists in the design of incentive and other compensation programs and provides ongoing support with respect to regulatory developments and other considerations that affect compensation and benefit programs generally, as requested by the Compensation Committee. FW Cook reports exclusively to the Compensation Committee. The Compensation Committee most recently reviewed FW Cook’s independence in October 2023 and determined that there were no conflicts of interest as a result of this engagement. Specifically, the Compensation Committee determined that FW Cook was an independent adviser based on the factors outlined by NYSE. The Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis.

  41. Compensation Peer Group

    Compensation Peer Group The Compensation Committee maintains a peer group comprised of companies that compete with us for executive talent (the “Compensation Peer Group”). The composition of the Compensation Peer Group is reviewed periodically. In October 2022, the Compensation Committee asked FW Cook to review the Company’s Compensation Peer Group for continued appropriateness. FW Cook’s framework identifies companies in the E&P industry that are publicly traded on major U.S. stock exchanges and generally focuses on companies between one-fourth times and four times Magnolia’s size in market capitalization, revenue, total assets, enterprise value, and earnings before interest, taxes, depreciation, and amortization (“EBITDA”). When assessing the appropriateness of peers, market capitalization was used as the primary selection criteria. The screening framework then eliminated companies with unique business characteristics, such as ownership structure or operating model. Asset focus—for example, natural gas versus oil or offshore versus onshore—was not a limiting factor when selecting compensation peers as we believe companies across the E&P industry compete for similar executive talent and exhibit similar compensable factors. Based on FW Cook’s screening process, the Compensation Committee adopted the Compensation Peer Group below for purposes of evaluating 2023 compensation (the “2023 Compensation Peer Group”) for the Named Executive Officers. The Company was positioned near the median of the 2023 Compensation Peer Group for market capitalization.

  42. Compensation Peer Group

    | 2023 Compensation Peer Group (1) | | | | Callon Petroleum Company | Kosmos Energy Ltd. | Range Resources Corporation | | Chord Energy Corporation | Matador Resources Company | SM Energy Company | | Civitas Resources, Inc. | Murphy Oil Corporation | Talos Energy Inc. | | CNX Resources Corporation | PDC Energy, Inc. | Vital Energy, Inc. (2) | | Comstock Resources, Inc. | Permian Resources Corporation | |

  43. Compensation Peer Group

    | (1) Two companies were removed from the prior Compensation Peer Group established for 2022 compensation purposes due to being relatively outsized: (a) Cimarex Energy Co., which was acquired by Cabot Oil & Gas Corporation to form Coterra Energy Inc. in October 2021, and (b) Southwestern Energy Company. |

  44. Compensation Peer Group

    | (2) In January 2023, Laredo Petroleum, Inc. changed its name and rebranded as Vital Energy, Inc. |

  45. Compensation Peer Group

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  46. Key Components of our Compensation Policy

    | Compensation Element | Purpose | Description and Valuation | | Base Salary | Provide market competitive level of fixed compensation for the fundamental duties required of the position to attract and retain talent | Provides a base level of financial security and compensates executive officers for their skills, capabilities, experience, and leadership Reflects the responsibilities of the role, expected contributions to Company success, internal pay equity, and relative position to the market | | Annual Cash Bonus Awards | Motivate and reward performance achievement against annual quantitative and qualitative performance metrics | For 2023, our annual cash bonus program was comprised of the following components: ◾ 75 percent tied to quantitative performance metrics of Operating Margin (weighted 40 percent) and Free Cash Flow Percentage (weighted 35 percent), and ◾ 25 percent tied to the Compensation Committee’s assessment of individual goal attainment on certain qualitative metrics Each Named Executive Officer’s bonus is capped at 100 percent of the officer’s total annual bonus opportunity | | Long Term Incentive Program ■ Time-based RSUs ■ PSUs ■ PRSUs | Reward creation of long term stockholder value and achievements consistent with our long term business strategies | Builds a consistent ownership stake in Magnolia that aligns the interests of executive officers and stockholders ◾ RSUs granted in 2023 have a three year continued service requirement for full vesting that provides a retention incentive ◾ PSUs granted in 2023 motivate improvement in stockholder value to further align executive and stockholder interests, with the number of shares ultimately received dependent upon our relative TSR performance over the three year performance period ◾ PRSUs granted in 2021 and 2022 were subject to a stock price appreciation performance-vesting condition and continued service vesting requirements, with approximately 50 percent of the PRSUs subject to three year annual ratable time-vesting and the remaining 50 percent of the PRSUs subject to three year cliff time-vesting | | | Align Named Executive Officer compensation with changes in stockholder value | |

  47. Base Salary

    Base Salary The Compensation Committee reviews the base salary of each Named Executive Officer annually. For 2023, the Compensation Committee reviewed base salary data for similarly situated executives in the 2023 Compensation Peer Group and, in February 2023, approved new annual base salary rates for the Named Executive Officers, effective March 5, 2023. Taking into account data from various compensation surveys of general and energy industry practices and to aid in retention of the Company’s high-quality workforce, corporate salary increases of approximately 4.5 percent, on average, were approved for 2023 across the Company, with greater increases for a small number of special cases and promotions as needed. Magnolia believes that the 2023 base salary rates for the Named Executive Officers appropriately reflect Magnolia’s positioning and performance as compared to the 2023 Compensation Peer Group and current industry conditions, including the Company’s strong performance in 2022, wage growth, labor market conditions and inflationary pressures. Mr. Millican received an 8.8 percent base salary increase to more closely align his base salary rate to similarly situated executives in similar roles at companies in the 2023 Compensation Peer Group. The 2023 base salary rates for the Named Executive Officers are as follows:

  48. Annual Incentive Program

    Annual Incentive Program For 2023, our Named Executive Officers were eligible to earn cash bonus awards under the annual short term incentive program (the “2023 Bonus Program”) established by the Compensation Committee and administered pursuant to our Long Term Incentive Plan. FW Cook previously provided the Compensation Committee with an overview of developing incentive plan design trends within the oil and gas industry and a summary of peer group practices for annual incentive plan design, which informed the design of our 2023 Bonus Program. The awards under the 2023 Bonus Program are based upon the level of achievement across certain quantitative Company performance metrics, which emphasize Company financial performance and support our investor proposition, as well as a qualitative performance assessment by the Compensation Committee. In February 2023, the Compensation Committee approved the potential bonus amounts, expressed as a percentage of base salary, that may be earned by each Named Executive Officer under the 2023 Bonus Program, referred to as the “maximum bonus goal percentage.” The maximum bonus goal percentage for each Named Executive Officer remained the same as in 2022. To calculate the total annual bonus opportunity, the 2023 maximum bonus goal percentages are applied to the base salary rates of the Named Executive Officers in effect as of December 31, 2023. The total annual bonus opportunity for each Named Executive Officer in the 2023 Bonus Program was as follows:

  49. Annual Incentive Program

    | | Maximum Bonus | Total Annual | | | Goal Percentage | Bonus Opportunity | | Named Executive Officer | for 2023 | (Dollar Amount) | | Christopher G. Stavros | 150% | $1,092,000 | | Brian M. Corales | 110% | $420,420 | | Timothy D. Yang | 125% | $631,500 | | Steve F. Millican | 110% | $440,000 |

  50. Annual Incentive Program

    The maximum payout under the 2023 Bonus Program is equal to 100 percent of the total annual bonus opportunity for each Named Executive Officer, and the Compensation Committee aims to establish maximum performance objectives (described in greater detail in the tables below) that are sufficiently rigorous that the expected annual bonus pool funding will, on average, be less than 100 percent of the total annual bonus opportunity amount, with only the top performing employees expected to have an opportunity to earn the maximum.

  51. Annual Incentive Program

    | Magnolia Oil & Gas | 35 | 2024 Proxy Statement |

  52. Annual Incentive Program

    In February 2023, the Compensation Committee approved the performance metrics for the 2023 Bonus Program, which remained in the same as in 2022, as well as the weightings and minimum and maximum performance objectives for each metric, as follows:

  53. Annual Incentive Program

    | Metric | Weighting | What It Is | Why We Use It | | Quantitative Performance Metrics | | | | | Operating Margin | | Operating income, as presented on the Company’s consolidated statement of operations, as a percentage of our total revenue, excluding the effects from non-recurring items as determined by the Compensation Committee | These quantitative metrics were selected to focus our Named Executive Officers on capital efficiency and returns to align with stockholder interests and our communicated strategic priorities | | Free Cash Flow Percentage | | Earnings before interest, taxes, depreciation, amortization, and exploration expense, adjusted for certain unusual or non-recurring items (“Adjusted EBITDAX”) (as reconciled to our public releases), minus drilling and completion capital (excluding leasehold and acquisition capital) as a percentage of Adjusted EBITDAX | | | Qualitative Performance Metrics | | | | | Individual Goal Assessment by the Compensation Committee | | An assessment by the Compensation Committee of objectives with respect to key individual goals of importance to the Company, focusing on specific activities and contributions by the Named Executive Officer | This assessment focuses the Named Executive Officers on specific performance goals in order to promote the advancement of objectives related to our long term strategy and to increase stockholder value |

  54. Annual Incentive Program

    The Compensation Committee adjusted the weightings of the two quantitative metrics for 2023—decreasing the weighting of the Operating Margin component from 50 percent to 40 percent and increasing the weighting of the Free Cash Flow Percentage component from 25 percent to 35 percent—in order to create more parity between these two metrics. The Compensation Committee monitors our performance against the quantitative objectives and discusses progress against those objectives at each committee meeting. For each of the quantitative components (Operating Margin and Free Cash Flow Percentage), the 2023 Bonus Program included a range of performance outcomes between the specified minimum and maximum performance levels, which are generally based on the Company’s approved budget and operating plan for the year, along with a corresponding payout range. For the Free Cash Flow Percentage component, the Compensation Committee modified measurement of this metric for 2023, changing it from an “all or nothing” payout to instead allow for a range of performance and payout outcomes to align with the measurement of the Operating Margin metric. The specified performance levels and the corresponding payout range for each quantitative component for 2023 is set forth in the table below entitled “Performance Outcomes.” The minimum specified performance level, which was 30 percent and 20 percent, respectively, for the Operating Margin component and Free Cash Flow Percentage component for 2023, reflects the level of performance the Compensation Committee believes must be met before any payout for each such metric is warranted. No amount is earned with respect to a quantitative component of the 2023 Bonus Program if the minimum performance level for that component is not obtained, and a minimum payment of 30 percent and 10 percent, respectively, of the potential payout amount attributable

  55. Annual Incentive Program

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  56. Annual Incentive Program

    to the Operating Margin component and Free Cash Flow Percentage component for 2023 is earned if the performance actually attained meets or exceeds the respective minimum specified level. The maximum specified performance level, which was set at 50 percent and 40 percent, respectively, for the Operating Margin component and Free Cash Flow Percentage component for 2023, challenges management to achieve exceptional performance. If the maximum specified outcome for a quantitative component is achieved or exceeded, then the maximum amount attributable to that component will be paid. For actual performance outcomes falling within the performance level range for each of the quantitative components, the Compensation Committee determines the actual amount earned:

  57. Annual Incentive Program

    | ◾ | For the Operating Margin component, using linear interpolation between the minimum and maximum potential payout amounts. |

  58. Annual Incentive Program

    | ◾ | For the Free Cash Flow Percentage component, using linear interpolation within specified payout brackets, which are described in the “Performance Outcomes” table below. These payout brackets are non-linear by design, resulting in a greater rate of penalty the further away results are from the maximum specified performance level, with linear interpolation applied within each bracket. |

  59. Annual Incentive Program

    The individual performance portion of the 2023 Bonus Program focuses on objectives related to key individual goals of importance to the Company in order to further motivate Named Executive Officers to pursue value creation and our long term strategy. Because of the qualitative nature of these goals, success does not necessarily depend on achievement with respect to any particular factor; rather, success may be evaluated based on past norms, expectations, and responses to unanticipated obstacles or opportunities. This portion of the award, which continued to be weighted 25 percent, is intended to incentivize the Named Executive Officers to take proactive measures to achieve long and short term goals and create stockholder value, based on a wide range of considerations that may change over the course of the year, and highlights the importance of individual contributions towards the achievement of overall Company goals. In February 2024, the Compensation Committee evaluated the Company’s performance on the pre-established quantitative and individual performance metrics for 2023 and made the following determinations with respect to Named Executive Officer awards:

  60. Annual Incentive Program

    | Performance Outcomes | | | | | | | | Metric | Weight | Specified Performance Levels and Payout Range | Maximum Weighted Outcome | Actual 2023 Result (1) | Funding Result | Weighted Score | | Operating Margin | 40% | | 0% to 40% | 45% | 82.5% | 33% | | | | | | | | | | Free Cash Flow Percentage | 35% | | 0% to 35% | 53% | 100% | 35% | | | | | | | | | | | | | | | | | | Individual Goal Assessment | 25% | | 0% to 25% | Significant Success | Up to 100% | Up to 25% | | TOTAL | 100% | — | — | — | — | Up to 93% |

  61. Annual Incentive Program

    | (1) Please see “Pay Versus Performance” in this proxy statement for a discussion of the Compensation Committee’s determinations regarding Operating Margin results for 2023. |

  62. Annual Incentive Program

    | Magnolia Oil & Gas | 37 | 2024 Proxy Statement |

  63. Annual Incentive Program

    In connection with performing the individual performance assessment for the Named Executive Officers, the Compensation Committee recognized that the Company achieved significant success in a number of areas, including:

  64. Annual Incentive Program

    | ◾ | We substantially improved the business through completion of a record amount of bolt-on oil and gas property acquisitions totaling $355 million. |

  65. Annual Incentive Program

    | ◾ | We achieved year-over-year total production growth of 9 percent. |

  66. Annual Incentive Program

    | ◾ | In Giddings, we made meaningful improvements in our operating efficiencies, including reductions in our average days to drill a well and increases in our average stimulation stages per day. |

  67. Annual Incentive Program

    | ◾ | Operational efficiency gains, coupled with vendor cost reduction activities, resulted in an approximately 15 percent decrease in well costs throughout the year, allowing us to reduce our capital investment by $80 million from our original budget while still delivering on our production targets. |

  68. Annual Incentive Program

    | ◾ | We increased our annual cash dividend by 15 percent, supported by executing on our business plan and strategy. |

  69. Annual Incentive Program

    | ◾ | We repurchased 9.6 million shares during 2023, reducing our diluted weighted average share courts outstanding by 5 percent. |

  70. Annual Incentive Program

    | ◾ | We returned $305 million to our stockholders during 2023—or 74 percent of our total free cash flow(1)—including $98 million in the form of cash dividends and $207 million through share repurchases. |

  71. Annual Incentive Program

    | ◾ | We substantially improved our sustainability reporting through increasing organizational involvement and providing additional disclosures on Scope 2 GHG emissions, our efforts to safeguard the environment, improvements in training and safety efforts, and developments in our workforce composition. |

  72. Annual Incentive Program

    | (1) A reconciliation of free cash flow to the nearest GAAP measure is set forth in Annex A. Full year 2023 return to stockholders includes $207.0 million of share repurchases, $87.8 million of dividends to Class A stockholders, and $10.0 million of distributions to Class B stockholders, divided by the annual free cash flow. |

  73. Annual Incentive Program

    After assessing the Named Executive Officers’ respective leadership and contributions in these areas, the Compensation Committee determined that it was appropriate to certify the following payout amounts for each Named Executive Officer under the 2023 Bonus Program:

  74. Annual Incentive Program

    | | Stavros | Corales | Yang | Millican | | Qualitative Individual Goal Assessment (Weighted Score) | 25% | 25% | 25% | 19% | | Quantitative Metrics (Weighted Score) | 68% | 68% | 68% | 68% | | Total Funding Result | 93% | 93% | 93% | 87% |

  75. Annual Incentive Program

    The Compensation Committee ultimately approved payouts under the 2023 Bonus Program equal to each Named Executive Officer’s total annual bonus opportunity multiplied by the “Total Funding Result” specified for that officer in the table above. The actual amounts paid to our Named Executive Officers with respect to the 2023 Bonus Program are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column for 2023. The Compensation Committee also awarded an additional discretionary cash bonus of $25,300 to Mr. Yang, which was paid to him in March 2024 and is reported in the “Bonus” column of the Summary Compensation Table for 2023, to recognize his leadership and guidance in the Company’s acquisition activity during the year. The Compensation Committee believes that this award, which is equal to approximately 4 percent of Mr. Yang’s total annual bonus opportunity under the 2023 Bonus Program, was necessary and appropriate to acknowledge his important role in these commercial value-added transactions.

  76. Long Term Equity-Based Compensation

    Long Term Equity-Based Compensation The Company maintains the Long Term Incentive Plan, which allows us to grant equity-based awards to employees and directors. Each February, we grant our Named Executive Officers long term equity-based incentive awards under the Long Term Incentive Plan. The Compensation Committee determines the amount of these awards, as well as the mix of time- and performance-based awards. For a discussion of the treatment of outstanding long term equity-based incentive awards in the event of an officer’s termination of employment or the occurrence of a change in control, please see “Executive Compensation—Potential Payments Upon Termination or a Change of Control.”

  77. Long Term Equity-Based Compensation

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  78. Equity Awards Granted in 2023

    Equity Awards Granted in 2023 In February 2023, the Compensation Committee adopted certain changes to the design of the Company’s annual long term equity-based compensation awards for the 2023 fiscal year, with approximately 50 percent of such awards granted to the Named Executive Officers in the form of time-based RSUs vesting pro-rata over three years, and approximately 50 percent of such awards to the Named Executive Officers in the form of PSUs that are subject to a relative TSR performance metric. The awards granted to our Named Executive Officers in 2023 are set forth in the following table:

  79. Equity Awards Granted in 2023

    | | | | 2023 Annual Long Term Equity-Based Awards (3) | | | | Annual LTI Target | Annual LTI | | | | | (% of Base | Amount | RSUs | PSUs | | Named Executive Officer | Salary) (1) | (Dollar Value) (2) | | (Target Number) | | Christopher G. Stavros | n/a | $3,600,000 | 77,319 | 77,319 | | Brian M. Corales | 275% | $1,051,050 | 22,574 | 22,574 | | Timothy D. Yang | 325% | $1,641,900 | 35,264 | 35,264 | | Steve F. Millican | 275% | $1,100,000 | 23,625 | 23,625 |

  80. Equity Awards Granted in 2023

    | (1) The Compensation Committee reviewed long term incentive award data for similarly situated executives in the 2023 Compensation Peer Group and determined not to make any changes to the “Annual LTI Target” percentages for Mr. Yang or Mr. Millican for 2023. In October 2022, in connection with their respective promotions, the Compensation Committee approved (a) for Mr. Stavros, a target award in the specified dollar amount above; his prior “Annual LTIP Target” percentage had been 400 percent, and (b) for Mr. Corales, an increase in his “Annual LTI Target” percentage from 100 percent to 275 percent. |

  81. Equity Awards Granted in 2023

    | (2) Except in the case of Mr. Stavros, this amount was determined by multiplying the “Annual LTI Target” percentage and the Named Executive Officer’s base salary rate in effect on March 5, 2023. |

  82. Equity Awards Granted in 2023

    | (3) The amount awarded to each Named Executive Officer was determined by dividing the officer’s “Annual LTI Amount” by $23.28, which was the 20 day average closing price of our Class A Common Stock for the period ending February 10, 2023, to calculate a target number of shares. Each Named Executive Officer then received an equal number of RSUs and PSUs. |

  83. Equity Awards Granted in 2023

    The Compensation Committee believes that RSU awards subject to solely time-based vesting conditions support sustaining and increasing stockholder value. During 2023, the Company granted RSUs to all Company employees, including the Named Executive Officers, to drive an ownership mentality, with every employee receiving at least 1,000 RSUs. Subject to continued service with us, the 2023 RSUs will vest in three substantially equal annual installments commencing on the first anniversary of the March 1, 2023 vesting commencement date. If the vesting conditions are satisfied, then settlement in the form of our Class A Common Stock will occur within 60 days following the vesting date. The Compensation Committee believes that PSU awards subject to achievement of a relative TSR metric provide additional alignment between the interests of management and stockholders and motivate management to enhance Company performance. Each 2023 PSU, to the extent earned, represents a contingent right to receive a share of Class A Common Stock, and the officer may earn between 0 percent and 150 percent of the target number of PSUs awarded, based on the Company’s TSR relative to a peer group of companies (the “TSR Peer Group”) over a three year performance period commencing January 1, 2023 and ending December 31, 2025. In addition to the TSR conditions, vesting of the PSUs is subject to the officer’s continued employment through the date of settlement of the PSUs (which occurs within 60 days following the conclusion of the performance period). The TSR Peer Group is comprised of oil and gas exploration and production companies with a market capitalization between $1.0 billion and $10.0 billion. Because Magnolia’s combination of size, capital structure, operational footprint, and business characteristics are unique to the industry, the Compensation Committee carefully considered, for each potential peer company, the individual characteristics that investors use to categorize their investments—such as market capitalization, enterprise value, debt levels, amount of production, and production mix—and sought to create a peer group

  84. Equity Awards Granted in 2023

    | Magnolia Oil & Gas | 39 | 2024 Proxy Statement |

  85. Equity Awards Granted in 2023

    that on average looks similar to Magnolia. Based on this evaluation, the following companies comprise the 2023 TSR Peer Group:

  86. Equity Awards Granted in 2023

    | 2023 TSR Peer Group | | | | APA Corporation | Devon Energy Corporation | Murphy Oil Corporation | | Chord Energy Corporation | EOG Resources, Inc. | PDC Energy, Inc. (1) | | Civitas Resources, Inc. | Kosmos Energy Ltd. | Range Resources Corporation | | CNX Resources Corporation | Marathon Oil Corporation | SM Energy Company | | Coterra Energy Inc. | Matador Resources Company | Talos Energy Inc. |

  87. Equity Awards Granted in 2023

    | (1) In August 2023, Chevron Corp. completed its purchase of PDC Energy, Inc. (“PDC”) in an all stock transaction, which resulted in the removal of PDC from the TSR Peer Group. |

  88. Equity Awards Granted in 2023

    In the event of a merger or other business combination of two peer group members, the surviving, resulting or successor entity will continue to be treated as a member of the TSR Peer Group, provided the common stock or similar equity security of such company is listed or traded on a national securities exchange through the last day of the performance period. In addition, if a peer group company is acquired by or becomes a private company, (1) during the first year of the performance period, the company is removed from the TSR Peer Group, or (2) on or after the first anniversary of the performance period commencement date, the company’s TSR is measured as of the date of consummation of such acquisition. If a peer group company files for bankruptcy, liquidates due to insolvency, or is delisted, the company’s TSR is deemed to be negative 100 percent and, if multiple peer group companies file for bankruptcy, liquidate, or are delisted during the performance period, such members will be ranked in the order of when such event occurs, with earlier bankruptcies, liquidations, and delistings ranking lower than later ones. TSR is calculated as the change in stock price plus dividends over the performance period, assuming that the dividends were reinvested in the applicable company. At the end of the performance period, the companies in the TSR Peer Group, including the Company, will be arranged by their respective TSRs to determine relative TSR. Payout of the PSU awards is determined in accordance with the following schedule:

  89. Equity Awards Granted in 2023

    | | Relative TSR Performance | Earned PSUs | | Level | (Percentile Rank v. Peers) | (% of Target) | | < Threshold | < 30th percentile | 0% | | Threshold | 30th percentile | 50% | | Target | 50th percentile | 100% | | Maximum | ≥ 80th percentile | 150% |

  90. Equity Awards Granted in 2023

    The percentage of the target number of PSUs that become earned PSUs for performance between threshold, target and maximum achievement levels will be calculated using linear interpolation. If the Company’s absolute TSR at the end of the performance period is negative, then the ultimate payout of the PSUs will be capped at target level, regardless of the Company’s actual percentile ranking for the performance period.

  91. Performance of Outstanding PSUs

    Performance of Outstanding PSUs With respect to the PSUs previously awarded in 2020, on February 13, 2023, the Compensation Committee certified that our performance over the performance period commencing January 1, 2020 and ending December 31, 2022 placed us in the 52nd percentile as compared to the 2020 TSR Peer Group, resulting in 104.66 percent of the target award being earned as of December 31, 2022. The earned 2020 PSUs were paid to the Named Executive Officers in shares of our Class A Common Stock on February 13, 2023, subject to the Named Executive Officers’ continued employment through that date.

  92. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We have not entered into any employment agreements with our Named Executive Officers and, prior to fiscal year 2023, we had no severance or change in control arrangements with our Named Executive Officers other than accelerated vesting provided in certain specified circumstances under the award agreements governing outstanding long term equity-based incentive awards. Effective August 1, 2023, the Board adopted both a severance and change in control plan for officers of the Company at the VP level and above, called the Magnolia Oil & Gas Corporation Executive Severance and Change in Control Plan (the “Executive Severance Plan”), and a broad-based severance plan for all other full-time employees of the Company. The Board believes that the plans are a valuable addition to the Company’s comprehensive compensation and benefits

  93. Severance and Change in Control Benefits

    | Magnolia Oil & Gas | 40 | 2024 Proxy Statement |

  94. Severance and Change in Control Benefits

    package and will help maintain a dedicated and cohesive workforce by mitigating uncertainty. The Board also believes that the Executive Severance Plan helps us to maintain market-competitive compensation and benefits for our management team, as a majority of Magnolia’s peers and employers across the broader industry maintain formal arrangements providing cash severance payments in various scenarios. In adopting the market-based plans and making determinations regarding the payment and benefit levels and triggering events addressed, Magnolia consulted with FW Cook and its outside legal advisors to ensure the benefits provided are competitive for its industry and commensurate with those provided at peer companies. Magnolia believes that post-termination payments and benefits, including those provided in connection with a change in control, are important in aligning management’s interests with those of stockholders and permit management to focus their attention and energy on making the best objective business decisions that are in the interest of the Company without allowing personal considerations related to possible job loss to cloud the decision-making process. The Executive Severance Plan does not provide for any single trigger payments or benefits solely upon the occurrence of a change in control. In addition, all of our long term equity-based incentive awards provide for double trigger vesting acceleration in connection with a change in control, unless the successor company or its parent fails to assume outstanding awards. In the event of certain qualifying terminations of employment not in connection with or occurring during a specified period following a change in control, severance payments and benefits under the Executive Severance Plan are provided at a reduced level and any accelerated vesting of outstanding equity awards occurs only on a pro-rata basis reflecting the officer’s period of service with Magnolia. Please see “Executive Compensation—Potential Payments Upon Termination or a Change of Control” for more information regarding these arrangements.

  95. Clawback Policy

    Clawback Policy Under our Corporate Governance Guidelines, the Board may seek to recover incentive compensation awarded to our executive officers where the payment or award was predicated upon the achievement of financial results that (i) are subsequently the subject of a material negative restatement of our financial statements or (ii) are the product of misconduct or fraudulent activity and, in either case, a lower incentive payment would have been made to the executive officer based upon the restated financial results. Effective October 30, 2023, our Board adopted the Magnolia Oil & Gas Corporation Clawback Policy (the “Clawback Policy”), in compliance with the final clawback rules adopted by the SEC to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the related NYSE listing standards. In accordance with the terms of the Clawback Policy, in the event the Company is required to prepare an accounting restatement, the Compensation Committee will require recoupment of any overpayment of applicable incentive-based compensation received by a covered executive during the three completed fiscal years immediately preceding the accounting restatement date. The Clawback Policy provides the Compensation Committee with discretion to determine the method or methods for recouping any overpayment, including through reimbursement, recovery of gains, offset, cancellation of equity awards, or taking other remedial or recovery actions permitted by law. Our Long Term Incentive Plan provides that all plan awards may be subject to our written clawback policies, including the Clawback Policy, and any such policy may subject awards (and amounts paid or realized with respect to awards) to reduction, cancelation, forfeiture or recoupment. Long term equity-based incentive awards granted to our Named Executive Officers also specifically provide that, to the extent required by applicable law or any Board policy, shares of stock issued under those awards, along with any gains realized, are subject to forfeiture, repurchase, recoupment and cancellation. Certain RSU, PSU, and PRSU awards also provide that, in the event an individual’s employment is terminated for “Cause,” all unpaid amounts, whether or not vested, subject to such award will terminate automatically and be forfeited. For these purposes, the applicable definition of Cause includes the individual’s material breach of Magnolia’s Code of Business Conduct and Ethics, conviction of a felony or a crime involving moral turpitude, and other bad acts described more fully in the “Executive Compensation—Potential Payments Upon Termination or a Change of Control—Applicable Definitions” section of this proxy statement.

  96. Compensation Risk Assessment

    | ◾ | There is an appropriate balance between fixed and variable pay, cash and equity, and short and long term incentives. |

  97. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information with respect to the compensation of our Named Executive Officers for the years ended December 31, 2021, December 31, 2022, and December 31, 2023:

  98. 2023 Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Position (1) | Year | ($) | ($) (2) | ($) (3) | ($) (4) | ($) (5) | ($) | | Christopher G. Stavros | 2023 | $722,615 | — | $3,692,755 | $1,015,600 | $26,400 | $5,457,370 | | President and | 2022 | $590,569 | — | $1,997,089 | $1,050,000 | $24,400 | $3,662,058 | | Chief Executive Officer | 2021 | $529,208 | — | $2,062,939 | $653,700 | $23,200 | $3,269,047 | | Brian M. Corales | 2023 | $379,373 | — | $1,078,134 | $391,100 | $26,400 | $1,875,007 | | Senior Vice President and | 2022 | $280,041 | — | $241,377 | $404,300 | $24,400 | $950,118 | | Chief Financial Officer | | | | | | | | | Timothy D. Yang | 2023 | $501,450 | $25,300 | $1,684,209 | $587,300 | $26,400 | $2,824,659 | | Executive Vice President, | 2022 | $481,238 | $60,700 | $1,412,796 | $607,200 | $24,400 | $2,586,334 | | General Counsel, | 2021 | $460,558 | — | $1,458,430 | $568,900 | $23,200 | $2,511,088 | | Corporate Secretary and Land | | | | | | | | | Steve F. Millican | 2023 | $393,750 | — | $1,128,330 | $382,800 | $26,400 | $1,931,280 | | Senior Vice President, | 2022 | $364,135 | — | $905,000 | $404,300 | $24,400 | $1,697,835 | | Operations | 2021 | $340,692 | — | $808,017 | $378,000 | $23,200 | $1,549,909 |

  99. 2023 Summary Compensation Table

    | (1) Mr. Stavros, who served as our Executive Vice President and Chief Financial Officer since our Business Combination, was appointed as our President and Chief Executive Officer effective September 21, 2022. Effective November 3, 2022, Mr. Corales, who previously served as our Vice President, Investor Relations since November 2018, was appointed as our Senior Vice President and Chief Financial Officer. |

  100. 2023 Summary Compensation Table

    | (2) The amount shown for 2023 represents an additional discretionary cash bonus paid to Mr. Yang in March 2024. See “Compensation Discussion and Analysis—2023 Compensation Decisions—Annual Incentive Program” for more information. |

  101. 2023 Summary Compensation Table

    | (3) The amounts shown for 2023 reflect the full aggregate grant date fair value of stock-based awards granted during 2023, computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures, and do not reflect the actual value that may be recognized by each Named Executive Officer. On February 13, 2023, the Named Executive Officers received the following annual grants: (a) time-based RSUs with a grant date fair value per share of $23.07, which is the closing price of our Class A Common Stock on the grant date, and (b) PSUs subject to both continued service and performance vesting conditions. The PSUs are considered to be subject to market conditions as defined in FASB ASC Topic 718 and have a grant date fair value, determined as of the grant date using a Monte Carlo simulation based on the probable outcome of achieving the performance target, of $24.69 per share. For assumptions made in the valuation of the awards reported in this column, see also Note 13—Stock Based Compensation to our audited financial statements included in our 2023 Form 10-K. For a further description of these awards, see “Compensation Discussion and Analysis—2023 Compensation Decisions—Long Term Equity-Based Compensation.” |

  102. 2023 Summary Compensation Table

    | (4) The amounts shown for 2023 reflect bonus payments made in March 2024 to the Named Executive Officers pursuant to our 2023 Bonus Program, which amounts were determined based on Company and individual officer achievements with respect to certain quantitative and qualitative performance objectives. See “Compensation Discussion and Analysis—2023 Compensation Decisions—Annual Incentive Program” for more information regarding the 2023 Bonus Program. |

  103. 2023 Summary Compensation Table

    | (5) For 2023, “All Other Compensation” includes Company-paid 401(k) plan matching and non-elective contributions. The amount paid by the Company with respect to each Named Executive Officer’s annual executive physical examination is less than $2,000, and therefore such amounts are not included in the table. |

  104. 2023 Summary Compensation Table

    | Magnolia Oil & Gas | 44 | 2024 Proxy Statement |

  105. Grants of Plan-Based Awards for the 2023 Fiscal Year

    Grants of Plan-Based Awards for the 2023 Fiscal Year The following table sets forth information concerning grants of plan-based awards to the Named Executive Officers during the 2023 fiscal year for services performed in 2023. For a further description of these awards, including performance and service vesting conditions, see “Compensation Discussion and Analysis—2023 Compensation Decisions—Annual Incentive Program” and “—Long Term Equity-Based Compensation.”

  106. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | | | Estimated Possible Payouts | | | Estimated Future Payouts | | | | | | | | Under Non-Equity Incentive Plan | | | Under Equity Incentive Plan | | | | | | | | Awards (1) | | | Awards (2) | | | | | | | | | | | | | | All Other | | | | | | | | | | | Stock Awards: | Grant | | | | | | | | | | Number of Shares | Date Fair | | | | | | | | | | of Stock or | Value of | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Stock Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | Christopher G. | | $38,220 | $1,092,000 | $1,092,000 | — | — | — | — | — | | Stavros | 2/13/2023 | — | — | — | 38,660 | 77,319 | 115,979 | — | $1,909,006 | | | 2/13/2023 | — | — | — | — | — | — | 77,319 | $1,783,749 | | Brian M. | | $14,715 | $420,420 | $420,420 | — | — | — | — | — | | Corales | 2/13/2023 | — | — | — | 11,287 | 22,574 | 33,861 | — | $557,352 | | | 2/13/2023 | — | — | — | — | — | — | 22,574 | $520,782 | | Timothy D. | | $22,103 | $631,500 | $631,500 | — | — | — | — | — | | Yang | 2/13/2023 | — | — | — | 17,632 | 35,264 | 52,896 | — | $870,668 | | | 2/13/2023 | — | — | — | — | — | — | 35,264 | $813,540 | | Steve F. | | $15,400 | $440,000 | $440,000 | — | — | — | — | — | | Millican | 2/13/2023 | — | — | — | 11,813 | 23,625 | 35,438 | — | $583,301 | | | 2/13/2023 | — | — | — | — | — | — | 23,625 | $545,029 |

  107. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (1) Reflects possible cash payouts under our 2023 Bonus Program, which is administered pursuant to our Long Term Incentive Plan. There is no “Target” payout level under the 2023 Bonus Program; however, the “Target” level reported in this table reflects each Named Executive Officer’s maximum bonus goal percentage multiplied by the officer’s annual salary rate in effect on December 31, 2023 and is also the “Maximum” possible total bonus payment that each Named Executive Officer could receive under the 2023 Bonus Program, referred to as the total annual bonus opportunity. In other words, payouts under the 2023 Bonus Program can range from 0 percent up to 100 percent of a Named Executive Officer’s total annual bonus opportunity if performance meets or exceeds the maximum possible performance level for all performance metrics. |

  108. Grants of Plan-Based Awards for the 2023 Fiscal Year

    The specified performance objective for the quantitative performance metric of Free Cash Flow Percentage, which constitutes 35 percent of the award, is a range of performance outcomes, and a minimum payment of 10 percent of this component is earned if the performance actually attained meets or exceeds the minimum specified performance level. The amount that may be earned by each Named Executive Officer if only this minimum specified performance level for Free Cash Flow Percentage is attained is reported in the “Threshold” column above. No amount will be paid with respect to this portion of the award if the minimum specified performance level is not achieved. If the maximum specified performance level for Free Cash Flow Percentage is attained or exceeded, then the maximum amount attributable to this component will be paid. For actual performance outcomes falling within the minimum and maximum specified performance levels for this component, the Compensation Committee determines the actual payout amount for this portion of the award using linear interpolation within specified payout brackets. The specified performance objective for the quantitative performance metric of Operating Margin, which constitutes 40 percent of the award, is a range of performance outcomes, and a minimum payment of 30 percent of this component is earned if the performance actually attained meets or exceeds the minimum specified performance level. If the minimum specified performance level is not achieved, then no amount will be paid with respect to this portion of the award. If the maximum specified outcome in the range is achieved or exceeded, then the maximum amount attributable to this portion of the award will be paid. For actual performance outcomes falling within the range, the Compensation Committee determines the actual payout amount for this portion of the award using linear interpolation between the minimum and maximum potential payment amounts. There are no specified performance levels with respect to the qualitative performance objective portion, which comprises 25 percent of the award. The amounts actually paid to the Named Executive Officers for 2023 with respect to the 2023 Bonus Program are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.

  109. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | Magnolia Oil & Gas | 45 | 2024 Proxy Statement |

  110. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (2) Reflects the potential number of PSUs that may be earned with respect to the PSUs granted to the Named Executive Officers in 2023 under our Long Term Incentive Plan, which awards are subject to both continued service and performance vesting conditions. The Named Executive Officers may earn from 0 percent to 150 percent of the target award based on our cumulative stockholder return relative to the TSR Peer Group for the performance period beginning January 1, 2023, and ending on December 31, 2025, with vesting occurring subject to continued employment or service through the date of settlement of the award. The “Threshold” level reported in this table is based on the lowest possible earned amount of 50 percent of target, although the minimum potential payout is zero. The “Maximum” level reported is based on the highest possible earned amount of 150 percent of target. The Named Executive Officers are eligible to receive cash dividend equivalents with respect to the target number of outstanding PSUs they hold that have not been forfeited or settled as of any dividend record date, which are paid at the same time the Company pays the related dividends to its stockholders. If PSUs in excess of the target number are ultimately earned due to satisfaction of the applicable performance conditions, then an additional dividend equivalent amount will be paid at the time the PSUs are settled to account for the dividend amounts that would have been paid on the additional earned shares. |

  111. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (3) Reflects the number of RSUs granted to the Named Executive Officers in 2023 under our Long Term Incentive Plan, which awards are subject to continued service vesting conditions. These RSUs vest in substantially equal one-third installments on the first, second, and third anniversaries of March 1, 2023, which is the vesting commencement date. The Named Executive Officers are eligible to receive cash dividend equivalents with respect to outstanding RSUs they hold that have not been forfeited or settled as of any dividend record date, which are paid at the same time the Company pays the related dividends to its stockholders. |

  112. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (4) Reflects the full aggregate grant date fair value of stock-based awards granted during 2023, computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures, and does not reflect the actual value that may be recognized by each Named Executive Officer. For the PSUs, which are considered to be subject to market conditions as defined in FASB ASC Topic 718, the grant date fair value per share was determined using a Monte Carlo simulation based on the probable outcome of achieving the performance target, and is $24.69 per share. For the RSUs, the grant date fair value was based on a per share price of $23.07, which is the closing price of our Class A Common Stock on the grant date. For assumptions made in the valuation of the awards, see also Note 13—Stock Based Compensation to our audited financial statements included in our 2023 Form 10-K. |

  113. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | Magnolia Oil & Gas | 46 | 2024 Proxy Statement |

  114. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information about our Named Executive Officers’ outstanding equity awards at December 31, 2023. See also “—Potential Payments Upon Termination or a Change of Control” for additional information regarding the treatment of these awards upon certain terminations of employment or the occurrence of a change in control.

  115. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Stock Awards | | | | | | | | | | Equity Incentive | | | | | | Equity Incentive | Plan Awards: | | | | | | Plan Awards: | Market or Payout | | | | Number of Shares | Market Value of | Number of Unearned | Value of Unearned | | | | or Units of Stock | Shares or Units | Shares, Units or Other | Shares, Units or Other | | | | That Have | of Stock That | Rights That Have | Rights That Have | | | Grant | Not Vested | Have Not Vested | Not Vested | Not Vested | | Name | Date | (#) | ($) (5) | (#) | ($) (5) | | Christopher G. Stavros | 2/18/2021 | 147,362(1) | $3,137,337 | — | — | | | 2/16/2022 | 86,976(2) | $1,851,719 | — | — | | | 2/13/2023 | 77,319(3) | $1,646,122 | 38,660(4) | $823,071 | | Brian M. Corales | 2/18/2021 | 17,684(1) | $376,492 | — | — | | | 2/16/2022 | 10,547(2) | $224,546 | — | — | | | 2/13/2023 | 22,574(3) | $480,600 | 11,287(4) | $240,300 | | Timothy D. Yang | 2/18/2021 | 104,167(1) | $2,217,715 | — | — | | | 2/16/2022 | 61,541(2) | $1,310,208 | — | — | | | 2/13/2023 | 35,264(3) | $750,771 | 17,632(4) | $375,385 | | Steve F. Millican | 2/18/2021 | 57,692(1) | $1,228,263 | — | — | | | 2/16/2022 | 39,436(2) | $839,592 | — | — | | | 2/13/2023 | 23,625(3) | $502,976 | 11,813(4) | $251,499 |

  116. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Includes the following awards: |

  117. Outstanding Equity Awards at 2023 Fiscal Year-End

    | a. | 1,200 RSUs granted to each Named Executive Officer on February 18, 2021, of which 401 RSUs subject to each award remained unvested as of December 31, 2023. These RSUs vested or vest in three equal installments on March 1, 2022, 2023, and 2024, subject to continued service through the vesting dates. |

  118. Outstanding Equity Awards at 2023 Fiscal Year-End

    | b. | PRSUs (subject to ratable vesting) granted on February 18, 2021, of which the following amounts remained unvested as of December 31, 2023: (i) 36,441 PRSUs for Mr. Stavros, (ii) 4,021 PRSUs for Mr. Corales, (iii) 25,642 PRSUs for Mr. Yang, and (iv) 14,023 PRSUs for Mr. Millican. Under the terms of these PRSUs, a Named Executive Officer could earn either 0 percent or 100 percent of the target award based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during the performance period beginning February 18, 2021 and ending on February 17, 2026. The Compensation Committee certified that the stock price performance condition was achieved as of March 17, 2021, and the earned PRSUs remained subject solely to continued service vesting conditions after that date. These PRSUs vested or vest in three equal installments on March 1, 2022, 2023, and 2024, subject to continued service through the vesting dates. |

  119. Outstanding Equity Awards at 2023 Fiscal Year-End

    | c. | PRSUs (subject to cliff vesting) granted on February 18, 2021, of which the following amounts remained unvested as of December 31, 2023: (i) 110,520 PRSUs for Mr. Stavros, (ii) 13,262 PRSUs for Mr. Corales, (iii) 78,124 PRSUs for Mr. Yang, and (iv) 43,268 PRSUs for Mr. Millican. Under the terms of these PRSUs, a Named Executive Officer could earn either 0 percent or 100 percent of the target award based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during the performance period beginning February 18, 2021 and ending on February 17, 2026. The Compensation Committee certified that the stock price performance condition was achieved as of March 17, 2021, and the |

  120. Outstanding Equity Awards at 2023 Fiscal Year-End

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  121. Outstanding Equity Awards at 2023 Fiscal Year-End

    | earned PRSUs remained subject solely to continued service vesting conditions after that date. These PRSUs vest in full on March 1, 2024, subject to continued service through the vesting date. |

  122. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Includes the following awards: |

  123. Outstanding Equity Awards at 2023 Fiscal Year-End

    | a. | 1,200 RSUs granted to each Named Executive Officer on February 16, 2022, of which 900 RSUs subject to each award remained unvested as of December 31, 2023. These RSUs vested or vest in four equal installments on March 1, 2023, 2024, 2025, and 2026, subject to continued service through the vesting dates. |

  124. Outstanding Equity Awards at 2023 Fiscal Year-End

    | b. | PRSUs (subject to ratable vesting) granted on February 16, 2022, of which the following amounts remained unvested as of December 31, 2023: (i) 33,951 PRSUs for Mr. Stavros, (ii) 3,379 PRSUs for Mr. Corales, (iii) 23,777 PRSUs for Mr. Yang, and (iv) 14,935 PRSUs for Mr. Millican. Under the terms of these PRSUs, a Named Executive Officer could earn either 0 percent or 100 percent of the target award based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during the performance period beginning February 16, 2022 and ending on February 15, 2027. The Compensation Committee certified that the stock price performance condition was achieved as of March 28, 2022, and the earned PRSUs remained subject solely to continued service vesting conditions after that date. These PRSUs vested or vest in three equal installments on March 1, 2023, 2024, and 2025, subject to continued service through the vesting dates. |

  125. Outstanding Equity Awards at 2023 Fiscal Year-End

    | c. | PRSUs (subject to cliff vesting) granted on February 16, 2022, of which the following amounts remained unvested as of December 31, 2023: (i) 52,125 PRSUs for Mr. Stavros, (ii) 6,268 PRSUs for Mr. Corales, (iii) 36,864 PRSUs for Mr. Yang, and (iv) 23,601 PRSUs for Mr. Millican. Under the terms of these PRSUs, a Named Executive Officer could earn either 0 percent or 100 percent of the target award based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during the performance period beginning February 16, 2022 and ending on February 15, 2027. The Compensation Committee certified that the stock price performance condition was achieved as of March 28, 2022, and the earned PRSUs remained subject solely to continued service vesting conditions after that date. These PRSUs vest in full on March 1, 2025, subject to continued service through the vesting date. |

  126. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Reflects the total number of RSUs granted to each Named Executive Officer on February 13, 2023, all of which remained unvested as of December 31, 2023. These RSUs vested or vest in three substantially equal installments on March 1, 2024, 2025, and 2026, subject to continued service through the vesting dates. |

  127. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Reflects PSUs granted to each Named Executive Officer on February 13, 2023, all of which remained unvested as of December 31, 2023, in the following target amounts: (i) 77,319 target PSUs for Mr. Stavros, (ii) 22,574 target PSUs for Mr. Corales, (iii) 35,264 target PSUs for Mr. Yang, and (iv) 23,625 target PSUs for Mr. Millican. Under the terms of these PSUs, a Named Executive Officer could earn from 0 percent to 150 percent of the target award granted based on our cumulative stockholder return relative to the TSR Peer Group for the performance period beginning January 1, 2023, and ending on December 31, 2025, with vesting occurring subject to continued employment or service through the date of settlement of the award. Pursuant to SEC rules, the number of PSUs reported in the table above reflects 50 percent of the target number of awarded PSUs, which is the next higher performance level (threshold) based on our relative TSR performance for the performance period, assuming such period ended on December 31, 2023. If the performance period for these awards ended on December 31, 2023, our performance would place us in the 25th percentile as compared to the TSR Peer Group, with an absolute TSR of -6.5 percent. The terms of the PSU awards cap payout at 100 percent, regardless of performance, if our absolute TSR over the period is negative. The actual number of PSUs earned based on actual performance over the full performance period may be significantly different than the reported amount. |

  128. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Calculated by multiplying the number of RSUs, PSUs, or PRSUs, as applicable, reported in the preceding column by the closing price of our Class A Common Stock on the NYSE on December 29, 2023 (the last trading day of fiscal year 2023), which was $21.29. |

  129. Outstanding Equity Awards at 2023 Fiscal Year-End

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  130. Stock Vested in the 2023 Fiscal Year

    Stock Vested in the 2023 Fiscal Year The following table contains information regarding the vesting during 2023 of RSUs, PSUs, and PRSUs previously granted to our Named Executive Officers:

  131. Stock Vested in the 2023 Fiscal Year

    | | Stock Awards | | | | Number of Shares | Value Realized on | | | Acquired on Vesting | Vesting | | Name | (#)(1) | ($)(2) | | Christopher G. Stavros | 199,224 | $4,608,964 | | Brian M. Corales | 24,874 | $575,020 | | Timothy D. Yang | 140,802 | $3,257,414 | | Steve F. Millican | 78,999 | $1,826,831 |

  132. Stock Vested in the 2023 Fiscal Year

    | (1) Reflects the gross number of shares acquired upon vesting of RSUs, PSUs, and PRSUs during 2023, without reduction for any shares withheld to satisfy applicable tax obligations. |

  133. Stock Vested in the 2023 Fiscal Year

    | (2) Represents the value of RSUs, PSUs, and PRSUs that vested during 2023, calculated by multiplying (a) the number of RSUs, PSUs, or PRSUs that vested, by (b) the closing price of our Class A Common Stock on the applicable vesting date or, if the vesting date is not a NYSE trading day, the next trading day. This column also includes the following cash dividend equivalent payments that were paid to the Named Executive Officers in 2023 at the time of vesting and settlement of the related awards: (i) for Mr. Stavros, $86,340, (ii) for Mr. Corales, $10,986, (iii) for Mr. Yang, $61,031, and (iv) for Mr. Millican, $33,802. |

  134. Pension Benefits

    Pension Benefits We have never sponsored or maintained any defined benefit or actuarial pension plans. Other than our 401(k) plan, we do not have any plan that provides for payments or other benefits at, following, or in connection with retirement to our Named Executive Officers.

  135. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any plan that provides for the deferral of compensation by Named Executive Officers on a basis that is not tax qualified.

  136. Potential Payments Upon Termination or a Change of Control

    Potential Payments Upon Termination or a Change of Control Effective August 1, 2023, the Board adopted the Magnolia Oil & Gas Corporation Executive Severance and Change in Control Plan (the “Executive Severance Plan”) covering eligible officers, including the Named Executive Officers, which provides for certain potential payments and benefits in connection with specified qualifying terminations of employment. The award agreements governing our outstanding long term equity-based incentive awards also address accelerated vesting of awards in the event of certain qualifying terminations of employment or a Change in Control. Please see “Compensation Discussion and Analysis—2023 Compensation Decisions—Long Term Equity Based Compensation” and “—Other Compensation—Severance and Change in Control Benefits” for further discussion regarding these arrangements. We have not entered into any employment agreements with our Named Executive Officers, and the only other potential payments or benefits to our Named Executive Officers in connection with a termination of employment or Change in Control are pursuant to non-discriminatory benefit plans generally available to all our salaried employees.

  137. Potential Payments Upon Termination or a Change of Control

    | Magnolia Oil & Gas | 49 | 2024 Proxy Statement |

  138. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information:

  139. CEO Pay Ratio

    | | Total Compensation | CEO to Median Employee | | | for 2023 | Pay Ratio | | President and Chief Executive Officer | $5,457,370(1) | 27.38 to 1 | | Median Employee | $199,319(2) | (for every $1 earned by the Median Employee, our President and Chief Executive Officer earns $27.38) |

  140. CEO Pay Ratio

    | (1) With respect to the total compensation of our President and Chief Executive Officer, we used the amount reported for Mr. Stavros for 2023 in the “Total” column of our 2023 Summary Compensation Table included in this proxy statement. |

  141. CEO Pay Ratio

    | (2) Total compensation for 2023 for our Median Employee was calculated by adding together the following elements of such employee’s compensation for fiscal year 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K: (a) the Median Employee’s salary paid during 2023; (b) the Median Employee’s cash bonus compensation for fiscal year 2023; (c) the grant date fair value, calculated in accordance with FASB ASC Topic 718, of RSUs granted to the Median Employee during 2023; and (d) the amount of Company-paid contributions made on the Median Employee’s behalf to our 401(k) plan for 2023. No amounts were included with respect to premiums or other amounts paid by us for health and welfare benefits under our non-discriminatory benefit plans. |

  142. CEO Pay Ratio

    For purposes of determining the 2023 pay ratio required by Item 402(u) of Regulation S-K, we used a different Median Employee from the Median Employee we selected for 2022 because we concluded that there were changes to our employee population in 2023 that may significantly change our pay ratio disclosure. Specifically, our total employee population consisted of 213 individuals as of December 30, 2022, which was the last pay date of 2022 and was our selected Median Employee identification date for 2022. As of December 29, 2023, which was the last pay date of 2023 and is our selected Median Employee identification date for purposes of this disclosure, our total employee population had increased to 247 employees, which represents an increase of almost 16 percent. To identify the median of the annual total compensation for 2023 of our employees (excluding our President and Chief Executive Officer), we did the following:

  143. CEO Pay Ratio

    | ◾ | As of our selected Median Employee identification date of December 29, 2023 (the last pay date of the year), we determined that our employee population (including all full-time, part-time, temporary, and seasonal employees, other than our President and Chief Executive Officer) consisted of 246 individuals located in the United States. We did not include any individuals classified by us as independent contractors or leased employees for payroll tax or employment law purposes as of December 29, 2023. |

  144. CEO Pay Ratio

    | ◾ | We then used the amount of salary and other wages from our payroll records as reported to the Internal Revenue Service in box 5 of Form W-2 for fiscal year 2023, which amount was consistently applied for each of the 246 employees included in the calculation, to rank the compensation of all such employees. In making this determination, we elected to annualize the box 5 compensation (other than any one-time payments) of any full-time or part-time employees who did not work the full fiscal year. We selected as our Median Employee an individual whose applicable Form W-2 compensation was within $687 of the exact median compensation amount. |

  145. CEO Pay Ratio

    The foregoing pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and the SEC guidance promulgated thereunder.

  146. CEO Pay Ratio

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  147. CEO Pay Ratio

    As required by Item 402(v) of Regulation S-K, we are providing the following information:

  148. CEO Pay Ratio

    | | Chazen | | Stavros | | Average | Average | | | | | | | | | | | Summary | Compensation | Value of Initial Fixed $100 | | | | | | | | | | Compensation | Actually Paid | Investment Based on: | | | Company | | | Summary | Compensation | Summary | Compensation | Table Total | to Non-PEO | Company | Peer Group | Company | Selected | | | Compensation | Actually | Compensation | Actually | for Non-PEO | Named | Total | Total | Net Income | Measure: | | | Table | Paid to | Table | Paid to | Named | Executive | Stockholder | Stockholder | (Loss) | Operating | | Year | Total for | PEO 1 | Total for | PEO 2 | Executive | Officers | Return | Return | (in thousands) | Margin | | (1) | PEO 1 | (2) | PEO 2 | (3) | Officers | (4) | (5) | (6) | (7) | (8) | | 2023 | n/a | n/a | $5,457,370 | $4,321,974 | $2,210,315 | $1,782,860 | $176.99 | $159.64 | $442,604 | 45% | | 2022 | $308,927 | $308,927 | $3,662,058 | $5,922,767 | $1,744,762 | $2,698,019 | $190.88 | $154.15 | $1,050,249 | 63% | | 2021 | $349,162 | $349,162 | n/a | n/a | $2,443,348 | $8,179,867 | $150.88 | $106.05 | $559,716 | 56% | | 2020 | $255,462 | $255,462 | n/a | n/a | $1,692,176 | $(16,291) | $56.15 | $63.60 | $(1,868,983) | (102)% |

  149. CEO Pay Ratio

    | (1) We have never sponsored or maintained any defined benefit or actuarial pension plans, and therefore no pension value adjustments were made to the compensation actually paid amounts set forth in this table. To date, we have not granted any option awards to any Named Executive Officer. The Company began paying dividends in 2021. |

  150. CEO Pay Ratio

    Fair value amounts included in the table above and in the following footnotes are computed in accordance with FASB ASC 718 and, for any awards subject to market conditions, the fair value as of a given date was calculated based upon the probable outcome of such conditions as of such date. In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the tables above. For PSUs with a relative TSR metric, the fair values as of each measurement date (prior to the end of the performance period) were determined using a Monte Carlo simulation pricing model, with assumptions and methodologies that are generally consistent with those used to estimate fair value at grant. The range of estimates used in the Monte Carlo calculations are as follows: (a) for PSUs granted in 2019, (i) expected volatility of 87.06 percent and risk-free interest rate of 0.10 percent as of December 31, 2020, and (ii) expected volatility of 35.04 percent and risk-free interest rate of 1.57 percent as of December 31, 2019; (b) for PSUs granted in 2020, (i) expected volatility of 51.94 percent and risk-free interest rate of 0.39 percent as of December 31, 2021, and (ii) expected volatility of 66.73 percent and risk-free interest rate of 0.13 percent as of December 31, 2020; and (c) for PSUs granted in 2023, expected volatility of 44.65 percent and risk-free interest rate of 4.13 percent as of December 31, 2023. For a discussion of the assumptions made in the valuation of these awards at grant, see Note 13—Stock Based Compensation to our audited financial statements included in our 2023 Form 10-K and in our Form 10-Ks for prior years, as applicable.

  151. CEO Pay Ratio

    | (2) Mr. Chazen, who served as our Chairman, President and Chief Executive Officer from the date of our Business Combination until September 20, 2022, is included as PEO 1 for fiscal years 2022, 2021, and 2020. He received no equity awards from the Company during his tenure. As a result, no amounts have been deducted from or added to the Summary Compensation Table Total amounts reported for him in the preceding column, and therefore the compensation actually paid to Mr. Chazen during fiscal years 2022, 2021, and 2020 is identical to the Summary Compensation Table total amounts for such fiscal years. |

  152. CEO Pay Ratio

    | (3) Mr. Stavros was appointed as our President and Chief Executive Officer effective September 21, 2022 and is included as PEO 2 for fiscal years 2022 and 2023. From the Summary Compensation Table Total amount reported for him in the preceding column, the following amounts were deducted and added for him for 2022 and 2023 as indicated below: |

  153. CEO Pay Ratio

    | | Deducted: | Added: | Added: | Added: | Added: | Subtracted: | Added: | | | | | | Change in | | | | | | | | | | Fair Value | | Change in | Fair Value of | Dollar Value of | | | | | | (from End of | | Fair Value | Prior Years' | any Dividends | | | | | Fair Value | Prior Fiscal | | (from End of | Stock Awards | Paid on | | | | | of Covered | Year) of | | Prior Year) | that Failed to | Unvested Stock | | | | Aggregate | Year Stock | Prior Years’ | Fair Value | of Prior | Meet | Awards during | | | | Grant Date | Awards | Stock | of Covered | Years’ Stock | Applicable | Covered Year | | | | Fair Value of | Outstanding | Awards | Year Stock | Awards that | Vesting | Not Otherwise | | | | Stock Awards | and | Outstanding | Awards that | Vested | Conditions | Included in | | | | Granted | Unvested as | and Unvested | Vested During | during | during the | Total | | | | During the | of End of | as of End of | the Covered | Covered | Covered Year | Compensation | TOTAL | | | Covered | Covered | Covered | Year as of the | Year as of the | at End of | for the | CAP EQUITY | | Year | Year | Year | Year | Vesting Date | Vesting Date | Covered Year | Covered Year | VALUE | | 2023 | $3,692,755 | $2,958,998 | $(506,170) | n/a | $(149,178) | n/a | $253,709 | $2,557,359 | | 2022 | $1,997,089 | $2,444,663 | $1,250,557 | n/a | $418,807 | n/a | $143,771 | $4,257,797 |

  154. CEO Pay Ratio

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  155. CEO Pay Ratio

    | (4) For fiscal years 2022 and 2023, the calculation of the average compensation of non-PEO Named Executive Officers includes compensation information for Messrs. Corales, Yang, and Millican. For fiscal years 2021 and 2020, the calculation of the average compensation of non-PEO Named Executive Officers includes compensation information for Messrs. Stavros, Yang, and Millican. From the Average Summary Compensation Table Total amounts reported in the preceding column, the following average amounts were deducted and added for such individuals in the relevant years as indicated below: |

  156. CEO Pay Ratio

    | | Deducted: | Added: | Added: | Added: | Added: | Subtracted: | Added: | | | | | | | Fair | | | | | | | | | | Value of | | | | | | | | | Change in | Covered | | | | | | | | | Fair Value | Year | Change in | Fair Value of | Dollar Value of | | | | | | (from End of | Stock | Fair Value | Prior Years' | any Dividends | | | | | Fair Value | Prior Fiscal | Awards | (from End of | Stock Awards | Paid on | | | | | of Covered | Year) of | that | Prior Year) | that Failed to | Unvested Stock | | | | | Year Stock | Prior Years’ | Vested | of Prior | Meet | Awards during | | | | | Awards | Stock | during | Years’ Stock | Applicable | Covered Year | | | | | Outstanding | Awards | the | Awards that | Vesting | Not Otherwise | | | | Aggregate Grant | and | Outstanding | Covered | Vested | Conditions | Included in | | | | Date Fair Value | Unvested as | and Unvested | Year as | during | during the | Total | | | | of Stock Awards | of End of | as of End of | of the | Covered | Covered Year | Compensation | TOTAL | | | Granted During | Covered | Covered | Vesting | Year as of the | at End of | for the | CAP EQUITY | | Year | the Covered Year | Year | Year | Date | Vesting Date | Covered Year | Covered Year | VALUE | | 2023 | $1,296,891 | $1,039,196 | $(209,568) | n/a | $(61,394) | n/a | $101,202 | $869,436 | | 2022 | $853,057 | $1,043,259 | $509,488 | n/a | $191,498 | n/a | $62,069 | $1,806,314 | | 2021 | $1,443,129 | $2,917,453 | $2,838,801 | n/a | $1,406,855 | n/a | $16,539 | $7,179,648 | | 2020 | $997,365 | $1,064,297 | $(1,317,289) | n/a | $(458,110) | n/a | n/a | $(711,102) |

  157. CEO Pay Ratio

    | (5) Assumes an investment of $100 was made in the Company's Class A Common Stock on December 31, 2019, and measures cumulative total stockholder return (including the reinvestment of dividends) from that date through and including December 31 of the specified year. |

  158. CEO Pay Ratio

    | (6) Assumes an investment of $100 was made in the S&P Oil & Gas Exploration and Production ETF on December 31, 2019, and measures cumulative total stockholder return (including the reinvestment of dividends) from that date through and including December 31 of the specified year. |

  159. CEO Pay Ratio

    | (7) Reflects the Company’s net income reflected in the Company’s audited GAAP financial statements for each specified fiscal year. |

  160. CEO Pay Ratio

    | (8) Reflects the Company’s operating margin for each specified fiscal year. Please refer to “Compensation Discussion and Analysis—2023 Compensation Decisions—Annual Incentive Program” for information regarding how we calculate operating margin. In determining operating margin for purposes of (a) our 2020 Bonus Program and as reported in the table above, the Compensation Committee excluded approximately $1.38 billion related to impairment of oil and natural gas properties; and (b) our 2023 Bonus Program and as reported in the table above, the Compensation Committee excluded approximately $15.7 million related to a proved property impairment related to a natural gas property located in St. Martin Parish, Louisiana. No exclusions were made for 2021 or 2022. |

  161. Relationship Between Compensation Actually Paid to PEO 1 and Performance Measures in PvP Table

    Relationship Between Compensation Actually Paid to PEO 1 and Performance Measures in PvP Table Our former Chairman, President and Chief Executive Officer, Mr. Chazen (PEO 1 in the table above), invested a portion of his personal net worth in shares of our Class A Common Stock, both prior to and in connection with the completion of our Business Combination, and he continued to make periodic investments in our stock during his tenure. Mr. Chazen also agreed to receive base salary amounts from the Company well below the market median for his position and to not participate in our annual cash incentive and long term equity-based compensation programs. Due to his substantial holdings in our Class A Common Stock, the Compensation Committee believes he was appropriately aligned with stockholder interests and motivated to drive successful performance outcomes for our Company. As of September 20, 2022, when his service as Chairman, President and Chief Executive Officer ended, Mr. Chazen held approximately 3.75 percent of our Class A Common Stock. For these reasons, no amount of the compensation actually paid to Mr. Chazen in 2022 and prior years was designed to be linked to Company performance, and there is no relationship between his compensation and the performance measures set forth in the table above.

  162. Relationship Between Compensation Actually Paid to PEO 1 and Performance Measures in PvP Table

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  163. Compensation Actually Paid and Company Cumulative TSR; Comparison of Company Cumulative TSR and Peer Group Cumulative TSR

    Compensation Actually Paid and Company Cumulative TSR; Comparison of Company Cumulative TSR and Peer Group Cumulative TSR As stated below under “—Tabular List of Performance Measures,” relative total stockholder return is one of the most important performance measures we used to determine compensation actually paid in 2023, although the peer group used to calculate relative TSR for purposes of our PSU awards is different than the industry index included for purposes of the table above. Please see “Compensation Discussion and Analysis—2023 Compensation Decisions—Long Term Equity-Based Compensation” for the description of how we use relative TSR in our executive compensation program.

  164. Compensation Actually Paid and Company Net Income

    Compensation Actually Paid and Company Net Income SEC rules require the comparison of compensation actually paid to net income. Due to the impacts of recorded oil and natural gas property impairments in 2020 and 2023 on our financial results, we do not believe that reported net income is necessarily reflective of our financial performance in any given period. Further, the Company does not use net income to determine compensation or incentive plan payouts.

  165. Compensation Actually Paid and Company Net Income

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  166. Compensation Actually Paid and Company Operating Margin

    Compensation Actually Paid and Company Operating Margin

  167. Compensation Actually Paid and Company Operating Margin

    | (1) Excludes (a) for 2020, approximately $1.38 billion related to impairment of oil and natural gas properties; and (b) for 2023, approximately $15.7 million related to a proved property impairment related to a natural gas property located in St. Martin Parish, Louisiana. No exclusions were made for 2021 or 2022. |

  168. Compensation Actually Paid and Company Operating Margin

    The Company chose operating margin as its Company Selected Measure for purposes of these disclosures, as operating margin has comprised a substantial portion of the potential bonus amounts that may be earned by the Named Executive Officers under our annual short term incentive program for fiscal years 2023, 2022, 2021 and 2020. Specifically:

  169. Compensation Actually Paid and Company Operating Margin

    | | | | | Bonus Amount Attributable | | | Weighting of Operating | | Operating Margin | to Operating Margin Earned | | Year | Margin Component | Goal | Results (1) | and Funded | | 2023 | 40% | 30% (minimum) and 50% (maximum) | 45% | 83% | | 2022 | 50% | 30% (minimum) and 50% (maximum) | 63% | 100% | | 2021 | 50% | 25% (minimum) and 50% (maximum) | 56% | 100% | | 2020 | 30% | 20% (minimum) and 50% (maximum) | (-102%) | 0% |

  170. Compensation Actually Paid and Company Operating Margin

    | (1) Excludes (a) for 2020, approximately $1.38 billion related to impairment of oil and natural gas properties; and (b) for 2023, approximately $15.7 million related to a proved property impairment related to a natural gas property located in St. Martin Parish, Louisiana. No exclusions were made for 2021 or 2022. |

  171. Compensation Actually Paid and Company Operating Margin

    Magnolia believes this metric is an important indicator of the Company’s overall financial performance and its goal of generating capital efficiency and returns to align with stockholder interests and our communicated strategic priorities. Please refer to our “Compensation Discussion and Analysis—2023 Compensation Decisions—Annual Incentive Program” for a further description of how we use operating margin in our executive compensation program.

  172. Compensation Actually Paid and Company Operating Margin

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  173. Tabular List of Performance Measures

    | Most Important Performance Measures to Determine 2023 Compensation Actually Paid | | Operating Margin | | Free Cash Flow Percentage | | Relative Total Stockholder Return |

  174. Director Nominees and Other Stockholder Proposals for the 2025 Annual Meeting

    Director Nominees and Other Stockholder Proposals for the 2025 Annual Meeting All director nominations and stockholder proposals for consideration at the 2025 Annual Meeting of Stockholders must be submitted in writing to our Corporate Secretary at our principal executive offices at Nine Greenway Plaza, Suite 1300, Houston, Texas 77046. Timing and other requirements are summarized below, and additional detail can be found in our Bylaws and/or certain rules adopted by the SEC, as applicable.

  175. Director Nominees and Other Business Not for Inclusion in our Proxy Statement (Advance Notice Bylaws)

    Director Nominees and Other Business Not for Inclusion in our Proxy Statement (Advance Notice Bylaws) Under our Bylaws, and as SEC regulations permit, you must follow certain notice and other procedures to nominate a person for election as a director or to introduce an item of business at a meeting of our stockholders. For our 2025 Annual Meeting of Stockholders, we must receive such notice no earlier than the close of business on January 7, 2025 and no later than the close of business on February 6, 2025. If circumstances change and we hold the 2025 Annual Meeting of Stockholders more than 30 days before or more than 60 days after the one-year anniversary date of the 2024 Annual Meeting, which we do not currently expect, any notice must be received no earlier than the close of business on the 120th day before the meeting and no later than the later of (i) the close of business on the 90th day before the meeting or (ii) the close of business on the 10th day following the day on which public announcement of the date of the Annual Meeting of Stockholders was first made. If we hold a special meeting, we must receive the notice no later than the close of business on the 10th day following the day on which public announcement of the date of the meeting is first made. The notice is required to contain certain information set forth in our Bylaws about the nominee or the proposed business, as applicable, and the stockholder making the nomination or proposal. We will disregard any nomination or proposal that does not comply with these requirements.