Sector: Energy
MAGNOLIA OIL GAS CORP CLASS A · Meeting: May 8, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Stavros has served as a director since September 2022 (under 24 months as of the 2026 meeting would apply to directors joining after April 2024, so Stavros is subject to TSR review); MGY's 3-year price return of 54.5% is strong positive (>20%), and MGY outperforms its disclosed peer group median by +14.1pp over 3 years — the 65pp underperformance threshold is not met, so no TSR trigger fires; no overboarding, attendance, or other flags apply.
Smith has served since May 2017 and the 3-year TSR comparison shows MGY outperforming its disclosed peer group median by +14.1pp, far below the 65pp threshold required to trigger a No vote given MGY's strong positive absolute TSR; no overboarding, attendance, or other flags apply.
Acosta has served since May 2017 and MGY's 3-year outperformance of the peer median by +14.1pp does not meet the 65pp trigger threshold; she has relevant CEO and board experience and no overboarding or attendance issues are noted.
Djerejian has served since May 2017 and the TSR trigger does not fire given MGY's +14.1pp outperformance of the peer median; his extensive directorship experience is well-documented and no overboarding or attendance flags apply.
Khani joined in February 2024, which is within the 24-month new-director exemption window as of the May 2026 meeting, so he is exempt from the TSR trigger; he brings deep energy CFO experience and qualifies as an audit committee financial expert.
Larson has served since July 2018 and the TSR trigger does not fire given MGY's +14.1pp outperformance of the peer median; he has extensive oil and gas CFO and accounting experience and qualifies as an audit committee financial expert.
Ropp joined in January 2025, well within the 24-month new-director exemption, so he is exempt from the TSR trigger; he brings relevant investment management and oil and gas operations experience.
Szabo joined in May 2024, within the 24-month new-director exemption window as of the May 2026 meeting, so she is exempt from the TSR trigger; she brings over 27 years of upstream oil and gas technical and operational experience.
All eight director nominees receive a FOR vote. MGY's 3-year absolute total return of 54.5% is strongly positive, and the company outperforms its disclosed compensation peer group median by +14.1 percentage points over three years — well below the 65pp underperformance threshold required to trigger a No vote under the strong-positive TSR tier. Four directors who joined within the past 24 months (Khani, Ropp, Szabo, and borderline Stavros from Sept 2022 who exceeds the 24-month window but still passes the TSR check) are either exempt or pass the TSR screen. No overboarding, attendance, independence, or familial relationship flags are present for any nominee.
CEO
Christopher G. Stavros
Total Comp
$6,693,001
Prior Support
98%%
CEO total compensation of $6,693,001 is reasonable for a CEO of a $5.9 billion energy company, and the pay mix is strongly performance-oriented — only about 13% is fixed base salary, with the remaining 87% in variable/at-risk compensation (annual bonus and long-term equity awards), well above the 50-60% variable pay threshold required by policy. The incentive structure uses meaningful performance conditions including relative total shareholder return for performance stock awards and financial metrics (Operating Margin, Free Cash Flow Percentage, and Net Debt to EBITDAX) for the annual bonus, and MGY's 3-year stock return of 54.5% outperforms its peer group median, confirming pay-for-performance alignment. The prior year say-on-pay vote received approximately 98% support, the company maintains a robust clawback policy, and no policy triggers for a No vote are present.
Auditor
KPMG LLP
Tenure
9 yrs
Audit Fees
$1,550,000
Non-Audit Fees
$0
KPMG has served as Magnolia's auditor since February 2017 — approximately 9 years — well below the 25-year tenure threshold that would trigger a No vote. All fees paid were audit fees ($1,550,000); there were zero non-audit fees of any kind, so the non-audit fee ratio is 0%, far below the 50% threshold. KPMG is a Big 4 firm appropriate for a $5.9B market cap company. No restatements or other concerns are noted.
Magnolia Oil & Gas's 2026 annual meeting ballot contains three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR votes under this policy. The company demonstrates strong corporate governance, a performance-aligned executive compensation program with over 85% of CEO pay at risk, clean auditor fee profile with zero non-audit fees, and a 3-year stock return that outperforms its disclosed compensation peer group median, providing no basis for any withhold or against votes.
13 companies disclosed in 2026 proxy filing
