Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-28

Magnolia Oil & Gas (MGY)

CEO Christopher Stavros was paid $6,693,001 in fiscal year 2025: executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$6,693,001
Christopher Stavros total, FY2025
18th
CEO pay percentile vs peers
—
CEO-to-median pay ratio
98.2%
Say-on-pay support, latest vote

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Companies that benchmark against MGY
13 companies name MGY as a compensation peer

Each company listed discloses MGY in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named MGY in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Christopher Stavros$870,192$0$4,314,309$0$1,480,500$0$28,000$6,693,001
President, Chief Executive Officer, and Chairman of the Board
Timothy Yang537,76201,553,1410686,300028,0002,805,203
Executive Vice President, Chief Legal and Commercial Officer, Corporate Secretary and Land
Brian Corales537,76201,553,1410686,300028,0002,805,203
Senior Vice President and Chief Financial Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Christopher Stavros$6,693,001$8,361,249$5,457,370−1,668,248
Timothy Yang2,805,2032,974,6132,824,659−169,410
Brian Corales2,805,2033,717,2241,875,007−912,021

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Christopher StavrosPSU221,784—$4,854,852
Christopher StavrosRSU98,571—2,157,719
Christopher StavrosRSU134,377—2,941,513
Christopher StavrosRSU100,684—2,203,973
Christopher StavrosPSU100,684—2,203,973
Brian CoralesPSU92,409—2,022,833
Timothy YangRSU36,246—793,425
Timothy YangPSU64,686—1,415,977
Christopher StavrosRSU300—6,567
Timothy YangRSU61,287—1,341,572
Brian CoralesRSU41,071—899,044
Brian CoralesRSU39,233—858,810
Brian CoralesRSU36,246—793,425
Brian CoralesPSU36,246—793,425
Timothy YangPSU36,246—793,425
Timothy YangRSU28,750—629,338
Brian CoralesRSU300—6,567
Timothy YangRSU300—6,567
05

Incentive-plan design — the Compensation Discussion & Analysis

Magnolia's compensation program is designed to be competitive with market practices, reward performance that supports long-term strategy and short-term goals, and align executive interests with stockholders by generating stock market value. The program emphasizes variable, at-risk compensation tied to specific financial metrics and relative total stockholder return.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantFW Cook
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-08172,184,4013,156,663306,73998.2%Passed
20252025-05-07180,003,0423,308,275148,03398.2%Passed
20242024-05-07186,992,5163,382,52568,65398.22%Passed
20232023-05-03195,702,3062,167,357209,12998.9%Passed
20222022-05-03194,598,88615,730,85552,92692.52%Passed
20202020-05-04238,915,427498,13084,55499.79%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-0898.2%a
20252025-05-0798.2%b
20242024-05-0798.22%c

a. Approved under the standard stated in the filing — “An abstention from voting will have no effect on the outcome of the vote on this Proposal.”.

b. Approved under the standard stated in the filing — “An abstention from voting will have no effect on the outcome of the vote on this Proposal.”.

c. Approved under the standard stated in the filing — “An abstention from voting will have no effect on the outcome of the vote on this Proposal.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Dan F. SmithIndependent · Lead Independent Director · Compensation · Governance$144,417$238,833———$383,250
R. Lewis RoppIndependent · Audit · Newly elected88,500218,060———306,560
James R. LarsonIndependent · Audit (Chair) · Governance114,417164,199———278,616
Edward P. DjerejianIndependent · Compensation (Chair) · Governance109,417164,199———273,616
Arcilia C. AcostaIndependent · Compensation · Governance (Chair)108,833164,199———273,032
David M. KhaniIndependent · Audit · Compensation93,255164,199———257,454
Shandell M. SzaboIndependent · Audit90,000164,199———254,199
Christopher G. StavrosEmployee director · Board Chair—————0
09

Board fee structure and ownership guideline

Annual cash retainer$85,000
Annual equity retainer$165,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)25,000 / 20,000 / 20,000
Stock ownership guideline$5
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$748,839
Equity awards (grant-date value)$1,277,888
All other compensation$0
Total cost of the board$2,026,727

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies Magnolia Oil & Gas names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Magnolia Oil & Gas.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Comstock Resources, Inc.2025M. Jay Allison$1,039,500$16,549,171$0$2,013,512$21,934,257
2EOG Resources, Inc.2025Ezra Yacob1,434,61512,729,62802,718,80017,576,636
3Range Resources Corporation2024Vladimir Shmunis376,36714,565,1460533,31115,491,096
4Coterra Energy Inc.2024Thomas Jorden1,198,55810,628,85002,500,00014,748,960
5APA Corporation2025John Christmann IV1,300,0006,018,4361,897,9963,454,36013,202,517
6Devon Energy Corporation2025Clay Gaspar938,1259,633,68901,612,00012,566,384
7Permian Resources Corporation2025James Walter011,432,8420011,432,842
8Matador Resources Company2025Joseph Foran1,800,0004,222,40003,726,0009,775,611
9Talos Energy Inc.2025Paul Goodfellow819,5556,513,94801,870,7819,351,093
10Civitas Resources, Inc.2024M. Christopher Doyle1,431,1506,933,919008,385,769
11Murphy Oil Corporation2025Eric Hambly950,0004,917,31501,324,0637,651,445
12CNX Resources Corporation2025Nicholas DeIuliis800,0003,000,02402,396,0007,420,318
13Gulfport Energy Corporation2025John Reinhart919,7265,277,43701,098,9007,323,707
14Magnolia Oil & Gas2025Christopher Stavros870,1924,314,30901,480,5006,693,001
15Kosmos Energy Ltd.2025Andrew Inglis1,196,6813,715,420004,976,958
16SM Energy Company2025Elizabeth McDonald576,3692,299,9950536,0244,475,172
—Chord Energy Corporation——————not in coverage universe
—Vital Energy, Inc.——————not in coverage universe

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Magnolia Oil & Gasnot disclosedRSU 50 · PSU 50not disclosedFW Cook
APA Corporation189.8%PSU 60 · Options 20 · RSU 20Yes — Relative TSRPearl Meyer & Partners, LLC
Chord Energy Corporationnot disclosednot disclosednot disclosednot disclosed
Civitas Resources, Inc.not disclosednot disclosednot disclosednot disclosed
CNX Resources Corporationnot disclosednot disclosednot disclosednot disclosed
Comstock Resources, Inc.not disclosednot disclosednot disclosednot disclosed
Coterra Energy Inc.174%PSU 50 · RSU 50Yes — Relative TSRZayla Partners
Devon Energy Corporation124%PSU 60 · RSU 40Yes — Relative TSRMeridian Compensation Partners, LLC
EOG Resources, Inc.125%PSU 60 · RSU 40Yes — Relative TSR vs Performance Peer GroupMeridian Compensation Partners, LLC
Gulfport Energy Corporationnot disclosedPRSU 60 · RSU 40not disclosedWTW
Kosmos Energy Ltd.not disclosedPSU 67 · RSU 33not disclosedMeridian Compensation Partners, LLC
Matador Resources Companynot disclosednot disclosednot disclosedMeridian Compensation Partners, LLC
Murphy Oil Corporationnot disclosednot disclosednot disclosedMeridian Compensation Partners LLC
Permian Resources Corporation150%PSU 100Yes — Relative TSRMeridian Compensation Partners, LLC
Range Resources Corporationnot disclosednot disclosednot disclosedCompensia
SM Energy Company93%PSU 60 · RSU 40Yes — Absolute TSRFrederic W. Cook & Co., Inc.
Talos Energy Inc.not disclosedRSU 50 · PSU 50not disclosedMeridian
Vital Energy, Inc.not disclosednot disclosednot disclosednot disclosed

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

FAQ

Frequently asked questions

Who was the highest-paid executive at Magnolia Oil & Gas in fiscal 2025?
As disclosed, Christopher Stavros, President, Chief Executive Officer, and Chairman of the Board, was the highest-paid executive at Magnolia Oil & Gas in fiscal 2025 with total compensation of $6,693,001.
How does Magnolia Oil & Gas's chief executive pay compare to its disclosed peer group?
The filing shows that the chief executive's pay ranked at the 18th percentile of the disclosed peer group.
What is Magnolia Oil & Gas's CEO-to-median employee pay ratio?
The CEO-to-median employee pay ratio is not disclosed in this filing.
How did shareholders vote on Magnolia Oil & Gas's executive compensation?
Shareholders voted in support of executive compensation with 98.2% approval in the latest say-on-pay vote.
How much does Magnolia Oil & Gas spend in total on board compensation for fiscal 2025?
As disclosed, total board compensation for fiscal 2025 was $2,026,727.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Christopher StavrosDEF 14A2026-03-240001104659-26-033837Section “2025 Summary Compensation Table”. As printed: 6,693,001. Filing ↗machine: span 1032349–1032358
2Section 01, Timothy YangDEF 14A2026-03-240001104659-26-033837Section “2025 Summary Compensation Table”. As printed: 2,805,203. Filing ↗machine: span 1079173–1079182
3Section 01, Brian CoralesDEF 14A2026-03-240001104659-26-033837Section “2025 Summary Compensation Table”. As printed: 2,805,203. Filing ↗machine: span 1055191–1055200
4Section 08, Dan F. SmithDEF 14A2026-03-240001104659-26-033837Section “Director Compensation”. As printed: 383,250. Filing ↗machine: span 631463–631643
5Section 08, R. Lewis RoppDEF 14A2026-03-240001104659-26-033837Section “Director Compensation”. As printed: 306,560. Filing ↗machine: span 628496–628676
6Section 08, James R. LarsonDEF 14A2026-03-240001104659-26-033837Section “Director Compensation”. As printed: 278,616. Filing ↗machine: span 625719–625899
7Section 08, Edward P. DjerejianDEF 14A2026-03-240001104659-26-033837Section “Director Compensation”. As printed: 273,616. Filing ↗machine: span 619981–620161
8Section 08, Arcilia C. AcostaDEF 14A2026-03-240001104659-26-033837Section “Director Compensation”. As printed: 273,032. Filing ↗machine: span 617012–617192
9Section 08, David M. KhaniDEF 14A2026-03-240001104659-26-033837Section “Director Compensation”. As printed: 257,454. Filing ↗machine: span 622754–622934
10Section 08, Shandell M. SzaboDEF 14A2026-03-240001104659-26-033837Section “Director Compensation”. As printed: 254,199. Filing ↗machine: span 634239–634419
11Section 08, Christopher G. StavrosDEF 14A2026-03-240001104659-26-033837Section “Director Compensation”. As printed: 0. Filing ↗
12Section 06, 2026 voteForm 8-K2026-05-080001698990-26-000014Item 5.07 · say-on-pay result. As reported: 98.2% (votes for as printed: 172,184,401). Filing ↗
13Section 06, 2025 voteForm 8-K2025-05-090001698990-25-000017Item 5.07 · say-on-pay result. As reported: 98.2% (votes for as printed: 180,003,042). Filing ↗
14Section 06, 2024 voteForm 8-K2024-05-070001698990-24-000021Item 5.07 · say-on-pay result. As reported: 98.22% (votes for as printed: 186,992,516). Filing ↗
15Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
16Section 09b board cost (computed)Computed——Cash 748,839 + equity 1,277,888 + all other 0 = 2,026,727, summed across the director compensation table rows.machine: formula: Σ = 2,026,727
17Comstock Resources, Inc., Section 10b CEO totalDEF 14A2026-04-220001193125-26-170561CEO total compensation as printed in Comstock Resources, Inc.'s own proxy. As printed: 21,934,257. Filing ↗machine: span 869756–869766
18EOG Resources, Inc., Section 10b CEO totalDEF 14A2026-03-270001104659-26-036125CEO total compensation as printed in EOG Resources, Inc.'s own proxy. As printed: 17,576,636. Filing ↗machine: t153 · r6 · c17 · span 1140550–1140560
19Range Resources Corporation, Section 10b CEO totalDEF 14A2025-12-090001384905-25-000059CEO total compensation as printed in Range Resources Corporation's own proxy. As printed: 15,491,096. Filing ↗machine: r2 · c42 · span 451975–451985
20Coterra Energy Inc., Section 10b CEO totalDEF 14A2025-03-200001104659-25-026126CEO total compensation as printed in Coterra Energy Inc.'s own proxy. As printed: 14,748,960. Filing ↗machine: t61 · r1 · c63 · span 936374–936384
21APA Corporation, Section 10b CEO totalDEF 14A2026-04-090001193125-26-149453CEO total compensation as printed in APA Corporation's own proxy. As printed: 13,202,517. Filing ↗machine: t67 · r2 · c24 · span 1213765–1213775
22Devon Energy Corporation, Section 10b CEO totalDEF 14A2026-05-280001104659-26-067065CEO total compensation as printed in Devon Energy Corporation's own proxy. As printed: 12,566,384. Filing ↗machine: r1 · c22 · span 1488697–1488707
23Permian Resources Corporation, Section 10b CEO totalDEF 14A2026-04-060001658566-26-000062CEO total compensation as printed in Permian Resources Corporation's own proxy. As printed: 11,432,842. Filing ↗machine: t148 · r5 · c4 · span 957173–957183
24Matador Resources Company, Section 10b CEO totalDEF 14A2026-04-290001520006-26-000013CEO total compensation as printed in Matador Resources Company's own proxy. As printed: 9,775,611. Filing ↗machine: r2 · c6 · span 1657541–1657551
25Talos Energy Inc., Section 10b CEO totalDEF 14A2026-04-220001193125-26-170385CEO total compensation as printed in Talos Energy Inc.'s own proxy. As printed: 9,351,093. Filing ↗machine: r4 · c34 · span 1025234–1025243
26Civitas Resources, Inc., Section 10b CEO totalDEF 14A2025-04-210001558370-25-005077CEO total compensation as printed in Civitas Resources, Inc.'s own proxy. As printed: 8,385,769. Filing ↗
27Murphy Oil Corporation, Section 10b CEO totalDEF 14A2026-03-270001193125-26-127236CEO total compensation as printed in Murphy Oil Corporation's own proxy. As printed: 7,651,445. Filing ↗machine: r6 · c39 · span 786403–786412
28CNX Resources Corporation, Section 10b CEO totalDEF 14A2026-03-260001308179-26-000153CEO total compensation as printed in CNX Resources Corporation's own proxy. As printed: 7,420,318. Filing ↗machine: r1 · c25 · span 718010–718019
29Gulfport Energy Corporation, Section 10b CEO totalDEF 14A2026-04-080001213900-26-041489CEO total compensation as printed in Gulfport Energy Corporation's own proxy. As printed: 7,323,707. Filing ↗machine: r13 · c6 · span 1324664–1324674
30Magnolia Oil & Gas (subject), Section 10b CEO totalDEF 14A2026-03-240001104659-26-033837CEO total compensation as printed in Magnolia Oil & Gas's own proxy. As printed: 6,693,001. Filing ↗machine: span 1032349–1032358
31Kosmos Energy Ltd., Section 10b CEO totalDEF 14A2026-04-160001140361-26-014971CEO total compensation as printed in Kosmos Energy Ltd.'s own proxy. As printed: 4,976,958. Filing ↗machine: r2 · c22 · span 925119–925128
32SM Energy Company, Section 10b CEO totalDEF 14A2026-04-080000893538-26-000048CEO total compensation as printed in SM Energy Company's own proxy. As printed: 4,475,172. Filing ↗machine: span 673171–673180
33Section 10a, Murphy Oil Corporation reciprocityDEF 14A—0001193125-26-127236Murphy Oil Corporation's most recent proxy was read; its disclosed peer group does not include Magnolia Oil & Gas. Filing ↗
34Section 10a, CNX Resources Corporation reciprocityDEF 14A—0001308179-26-000153CNX Resources Corporation's most recent proxy was read; its disclosed peer group does not include Magnolia Oil & Gas. Filing ↗
35Section 10a, Comstock Resources, Inc. reciprocityDEF 14A—0001193125-26-170561Comstock Resources, Inc.'s most recent proxy was read; its disclosed peer group does not include Magnolia Oil & Gas. Filing ↗
36Section 10a, EOG Resources, Inc. reciprocityDEF 14A—0001104659-26-036125EOG Resources, Inc.'s most recent proxy was read; its disclosed peer group does not include Magnolia Oil & Gas. Filing ↗
37Section 10a, Coterra Energy Inc. reciprocityDEF 14A—0001104659-25-026126Coterra Energy Inc.'s most recent proxy was read; its disclosed peer group does not include Magnolia Oil & Gas. Filing ↗
38Section 10a, Devon Energy Corporation reciprocityDEF 14A—0001104659-26-067065Devon Energy Corporation's most recent proxy was read; its disclosed peer group does not include Magnolia Oil & Gas. Filing ↗
39Section 10a, SM Energy Company reciprocityDEF 14A—0000893538-26-000048SM Energy Company names Magnolia Oil & Gas in its own disclosed peer group (read from its most recent proxy). Filing ↗
40Section 10a, Gulfport Energy Corporation reciprocityDEF 14A—0001213900-26-041489Gulfport Energy Corporation names Magnolia Oil & Gas in its own disclosed peer group (read from its most recent proxy). Filing ↗
41Section 10a, Civitas Resources, Inc. reciprocityDEF 14A—0001558370-25-005077Civitas Resources, Inc.'s most recent proxy was read; its disclosed peer group does not include Magnolia Oil & Gas. Filing ↗
42Section 10a, Kosmos Energy Ltd. reciprocityDEF 14A—0001140361-26-014971Kosmos Energy Ltd.'s most recent proxy was read; its disclosed peer group does not include Magnolia Oil & Gas. Filing ↗
43Section 10a, Talos Energy Inc. reciprocityDEF 14A—0001193125-26-170385Talos Energy Inc. names Magnolia Oil & Gas in its own disclosed peer group (read from its most recent proxy). Filing ↗
44Section 10a, Permian Resources Corporation reciprocityDEF 14A—0001658566-26-000062Permian Resources Corporation names Magnolia Oil & Gas in its own disclosed peer group (read from its most recent proxy). Filing ↗
45Section 10a, Matador Resources Company reciprocityDEF 14A—0001520006-26-000013Matador Resources Company names Magnolia Oil & Gas in its own disclosed peer group (read from its most recent proxy). Filing ↗
46Section 10a, APA Corporation reciprocityDEF 14A—0001193125-26-149453APA Corporation's most recent proxy was read; its disclosed peer group does not include Magnolia Oil & Gas. Filing ↗
47Section 10a, Range Resources Corporation reciprocityDEF 14A—0001384905-25-000059Range Resources Corporation's most recent proxy was read; its disclosed peer group does not include Magnolia Oil & Gas. Filing ↗

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