Magnolia Oil & Gas Corp. Files Definitive Proxy Statement

Ticker: MGY · Form: DEF 14A · Filed: Mar 21, 2024 · CIK: 1698990

Magnolia Oil & Gas Corp DEF 14A Filing Summary
FieldDetail
CompanyMagnolia Oil & Gas Corp (MGY)
Form TypeDEF 14A
Filed DateMar 21, 2024
Risk Level
Pages15
Reading Time18 min
Key Dollar Amounts$413 million, $355 million, $401 million, $400 million, $851 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Executive Compensation, Equity Awards, Magnolia Oil & Gas, Proxy Statement

TL;DR

<b>Magnolia Oil & Gas Corp. filed its DEF 14A proxy statement detailing executive compensation and equity awards for 2023.</b>

AI Summary

Magnolia Oil & Gas Corp (MGY) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. Magnolia Oil & Gas Corp. filed a Definitive Proxy Statement (DEF 14A) on March 21, 2024. The filing covers the fiscal year ending December 31, 2023. Key individuals mentioned include Mr. Stavros and Mr. Chazen, with compensation data for 2023, 2022, and 2021. The filing details equity awards granted and adjustments to their fair value for PEO and Non-PEO members. The company's principal business is Crude Petroleum & Natural Gas extraction.

Why It Matters

For investors and stakeholders tracking Magnolia Oil & Gas Corp, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, including equity awards and their adjustments, which can influence shareholder voting decisions. Understanding the details of executive compensation and equity awards is important for investors to assess management's alignment with shareholder interests and the company's overall financial health.

Risk Assessment

Risk Level: — Magnolia Oil & Gas Corp shows moderate risk based on this filing. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and equity award structures to understand potential impacts on shareholder value and management incentives.

Key Numbers

  • 2024-03-21 — Filing Date (Date the DEF 14A was filed)
  • 2024-05-07 — Period of Report (Conformed period of report)
  • 2023-12-31 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

  • Magnolia Oil & Gas Corp. (company) — Filer of the DEF 14A
  • Mr. Stavros (person) — Executive compensation details provided for 2023, 2022, 2021
  • Mr. Chazen (person) — Executive compensation details provided for 2022, 2021, 2020
  • TPG Pace Energy Holdings Corp. (company) — Former company name

FAQ

When did Magnolia Oil & Gas Corp file this DEF 14A?

Magnolia Oil & Gas Corp filed this Proxy Statement (DEF 14A) with the SEC on March 21, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Magnolia Oil & Gas Corp (MGY).

Where can I read the original DEF 14A filing from Magnolia Oil & Gas Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Magnolia Oil & Gas Corp.

What are the key takeaways from Magnolia Oil & Gas Corp's DEF 14A?

Magnolia Oil & Gas Corp filed this DEF 14A on March 21, 2024. Key takeaways: Magnolia Oil & Gas Corp. filed a Definitive Proxy Statement (DEF 14A) on March 21, 2024.. The filing covers the fiscal year ending December 31, 2023.. Key individuals mentioned include Mr. Stavros and Mr. Chazen, with compensation data for 2023, 2022, and 2021..

Is Magnolia Oil & Gas Corp a risky investment based on this filing?

Based on this DEF 14A, Magnolia Oil & Gas Corp presents a moderate-risk profile. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not indicate any unusual financial or operational distress.

What should investors do after reading Magnolia Oil & Gas Corp's DEF 14A?

Review the executive compensation details and equity award structures to understand potential impacts on shareholder value and management incentives. The overall sentiment from this filing is neutral.

How does Magnolia Oil & Gas Corp compare to its industry peers?

Magnolia Oil & Gas Corp. operates in the oil and gas extraction industry, a sector characterized by significant capital investment, commodity price volatility, and regulatory oversight.

Are there regulatory concerns for Magnolia Oil & Gas Corp?

The company is subject to federal and state regulations governing oil and gas exploration, production, and environmental protection, which can influence operational costs and compliance requirements.

Risk Factors

  • Regulatory Compliance [medium — regulatory]: The company operates under various regulations in the oil and gas industry, which could impact operations and profitability.
  • Commodity Price Volatility [high — market]: Fluctuations in crude oil and natural gas prices can significantly affect the company's revenues and profitability.
  • Operational Risks [medium — operational]: Risks associated with exploration, drilling, production, and transportation of oil and gas can lead to disruptions and increased costs.

Industry Context

Magnolia Oil & Gas Corp. operates in the oil and gas extraction industry, a sector characterized by significant capital investment, commodity price volatility, and regulatory oversight.

Regulatory Implications

The company is subject to federal and state regulations governing oil and gas exploration, production, and environmental protection, which can influence operational costs and compliance requirements.

What Investors Should Do

  1. Analyze the compensation packages for key executives, particularly the PEO, to understand pay-for-performance alignment.
  2. Examine the details of equity awards, including grant dates, vesting schedules, and performance metrics, to assess long-term incentive structures.
  3. Review any shareholder proposals or director nominations presented in the proxy statement to inform voting decisions.

Key Dates

  • 2024-03-21: Filing of DEF 14A — Provides details on executive compensation and shareholder matters for the fiscal year 2023.

Glossary

DEF 14A
Definitive Proxy Statement (A filing required by the SEC for companies soliciting proxies from shareholders, providing detailed information on matters to be voted upon, including executive compensation.)
PEO
Principal Executive Officer (Refers to the highest-ranking executive officer, whose compensation is a key focus in proxy statements.)
Non-PEO Neo
Non-Principal Executive Officer / Non-Executive Officer (Refers to other executive officers or key employees whose compensation is also disclosed in proxy statements.)

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. No specific comparative data from a previous filing was provided in the text.

Filing Stats: 4,456 words · 18 min read · ~15 pages · Grade level 17.7 · Accepted 2024-03-21 16:05:37

Key Financial Figures

  • $413 million — ong term, we returned 74 percent of the $413 million in free cash flow (1) we generated in 2
  • $355 million — ent. In addition, we completed a record $355 million of bolt-on oil and gas property acquisi
  • $401 million — year with a substantial cash balance of $401 million and just $400 million of long term debt
  • $400 million — l cash balance of $401 million and just $400 million of long term debt. We remain focused o
  • $851 million — ero net debt Substantial liquidity of $851 million (1) (1) Liquidity is defined as cash
  • $1,000 — Supporting Our Communities: We make a $1,000 donation annually on each employee's be
  • $194,000 — on of their choice, and in 2023 donated $194,000 to local and national non-profits. Go

Filing Documents

Forward-Looking Statements

Forward-Looking Statements This proxy statement includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements of historical facts included or incorporated by reference in this proxy statement, including, without limitation, statements regarding Magnolia's future financial position, business strategy, budgets, and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," "plan," "continue," the negative of such terms, and other similar terminology, although not all forward-looking statements contain such identifying words. Although Magnolia believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to: (i) legislative, regulatory or policy changes, including those following any change in presidential administrations; (ii) the market prices of oil, natural gas, natural gas liquids ("NGLs"), and other products or services; (iii) the supply and demand for oil, natural gas, NGLs, and other products or services, including the impacts of actions taken by OPEC and other state-controlled oil companies; (iv) production and reserve levels; (v) the timing and extent of the Company's success in discovering, devel

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 21 Beneficial Ownership Table 21 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 24 DIRECTOR COMPENSATION 26 Non-Employee Director Compensation Program 26 Director Compensation Table 27 COMPENSATION DISCUSSION AND ANALYSIS 29 Overview 29 Compensation Philosophy and Objectives 32 Setting Executive Compensation 32 Key Components of our Compensation Policy 34 2023 Compensation Decisions 35 Other Policies and Practices 41 Compensation Risk Assessment 42 COMPENSATION COMMITTEE REPORT 43

EXECUTIVE COMPENSATION

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 Table of Contents Proxy Statement Overview The Board of Directors (the "Board") of Magnolia Oil & Gas Corporation ("Magnolia," the "Company," "we," "our" and "us") is furnishing you this proxy statement in connection with the Company's solicitation of proxies to be voted at our 2024 Annual Meeting of Stockholders, including any adjournment or postponement of that meeting (the "Annual Meeting"). Details of the 2024 Annual Meeting of Stockholders Date & Time Tuesday, May 7, 2024 8:00 a.m. Central Time Live webcast at www.virtualshareholdermeeting.com/MGY2024 The proxy materials, including this proxy statement, the proxy card and the 2023 Form 10-K, are being distributed and made available on or about March 21, 2024, to our stockholders of record as of the close of business on March 8, 2024 (the "Record Date"). The proxy statement and

Executive Compensation Components

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% PROPOSAL 3 — Appointment of Independent Auditors Ratification of our independent registered public accounting firm for the 2024 fiscal year (See page 64 for more information) THE BOARD RECOMMENDS THAT THE CLASS A AND CLASS B STOCKHOLDERS, VOTING AS A SINGLE CLASS, VOTE "FOR" THE APPROVAL OF THIS PROPOSAL. The Audit Committee has appointed KPMG, which has been our independent audit firm since February 2017, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Magnolia Oil & Gas 6 2024 Proxy Statement Table of Contents Proposal 1: Election of Directors PROPOSAL 1 — Election of Directors Holders of our Class A Common Stock and Class B Common Stock are being asked to elect the eight directors listed below to serve a one year term, commencing on the date of the Annual Meeting, and until their respective successors are duly elected and qualified, subject to each such director's earlier death, resignation, retirement, disqualification, or removal. THE BOARD RECOMMENDS THAT THE CLASS A AND CLASS B STOCKHOLDERS

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