Magnolia Oil & Gas Corp
For the period ended May 7, 2025. Filed Mar 20, 2025.
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May 7, 2025 · Filed Mar 20, 2025
MGY$23.67+0.6%Stored close · as of Nov 6, 2026
Contents
Commitment to Sustainability
At Magnolia, our mission is to build a winning company that safeguards workers and the environment, enhances careers, strengthens local communities, and increases value for all stakeholders. We believe we are well positioned to deliver sustained value for our investors while operating our business in a safe and environmentally responsible manner. We recognize that with growth comes increased responsibility to share information about our business and our priorities in the areas of environmental stewardship, safety, workforce development, community outreach, and corporate governance.
One important step in that process was the release of our inaugural sustainability report in 2021, followed by enhanced sustainability reports in 2022, 2023 and 2024. Our 2023 report added disclosure of our Scope 2 greenhouse gas emissions. In 2024, our sustainability report highlighted our drive to reduce combustion-related emissions through field electrification, engineering solutions we implement to reduce methane emissions at acquired sites, and discussion of our asset integration process and the disciplined approach we take to assess, improve, and optimize assets we acquire. We plan to continue to build on the report going forward to keep our stakeholders informed about our efforts to sustainably deliver value and responsibly develop oil and natural gas resources. Our 2024 sustainability report is available for download in the Sustainability—Sustainability Overview section of our website at www.magnoliaoilgas.com. The report
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| Magnolia Oil & Gas | 15 | 2025 Proxy Statement |
is not incorporated by reference into this proxy statement or considered to be part of this document. Highlights of our ESG practices generally include:
| Environmental | |
| Managing Greenhouse Gas Emissions | ■From 2019 to 2023, we reduced our Scope 1 Greenhouse Gas (GHG) intensity rate (our GHG emissions as a percentage of our gross operated production) by 12 percent, despite consistent increases in oil and gas production from our operations. We plan to make data regarding our 2024 GHG intensity rate available in our 2025 sustainability report, which we anticipate releasing in the summer of 2025. |
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| Efforts to Minimize Flaring | ■From 2019 to 2023, we reduced our flaring intensity rate (the amount of gas flared as a percentage of our total production) by 86 percent. Routine gas flaring was occurring at some oil and gas producing properties we acquired in 2023. Because routine flaring is not consistent with our operational standards, we have projects underway to conform these properties to our standards. We plan to make data regarding our 2024 flaring rate available in our 2025 sustainability report, which we anticipate releasing in the summer of 2025. |
| Reducing Methane and Volatile Organic Compounds (“VOC”) Emissions | ■We have integrated Vapor Recovery Towers and Vapor Recovery Units (“VRUs”) into our tank battery designs to capture flash gas and tank vapors to minimize fugitive emissions from our storage tanks. By year end 2023, about 88 percent of our oil production was produced through facilities with VRUs installed, and we have significantly expanded our fleet of electrically driven VRUs to further capture low pressure emissions, reduce fuel consumption, and improve runtime efficiency. ■We use optical gas-imaging cameras to identify natural gas leaks from our equipment so they can be repaired as soon as possible. Our in-house Leak Detection and Repair (“LDAR”) team surveys our facilities more frequently than required by law, allowing us to minimize the time to find and repair potential issues.■We continue to focus on methods to reduce our direct methane emissions, such as using low- and no-bleed pneumatic controllers across our operations. All facilities built by Magnolia since 2018 run on compressed air rather than natural gas-driven systems. For 2025, we will make additional investments to improve the accuracy of our methane emissions reporting, including conducting aerial site surveys at least quarterly, installing devices to continuously monitor such emissions at selected sites, and additional LDAR surveying at our facilities. ■Magnolia is a participating member of The Environmental Partnership (administered by the American Petroleum Institute), which consists of U.S. oil and natural gas companies committed to continuously improving the industry’s environmental performance. |
| Lessening Surface Impacts | ■Magnolia does not operate in any areas containing critical habitats, as designated by wildlife protection laws, or known to contain threatened, endangered, or migrating species. ■We use multi-well pad drilling to drill multiple wells from a single surface location, which significantly reduces our physical footprint, minimizes surface impacts, and allows us to produce hydrocarbons more efficiently.■Magnolia has response plans and processes in place designed to quickly control and remediate any releases, including a comprehensive Spill Prevention, Control, and Countermeasure plan. From 2022 to 2023, we reduced the number of hydrocarbon spills in our operations by 24 percent. We plan to make 2024 spill data available in our 2025 sustainability report, which we anticipate releasing in the summer of 2025. |
| Managing Drilling and Hydraulic Fracturing Operations Responsibly | ■We do not routinely generate hazardous wastes in our operations that could pose a threat to land resources, wildlife, or residents nearby our facilities. After every fracturing operation, we work with our service providers to post publicly available information about the chemicals we use on the FracFocus website.■99 percent of what we pump in our hydraulic fracturing operations is water. We do not use diesel or fluids containing benzene, toluene, ethylbenzene, or xylenes in the hydraulic fracturing process.■We source the proppant we use in our hydraulic fracturing operations from local suppliers, whenever possible. For example, all proppant we used in our 2024 Giddings fracturing operations came from two local sand mines. ■2023 was our first full year utilizing a generator management system we developed in partnership with a vendor to help drilling teams on our sites reduce fuel consumption and emissions and extend equipment maintenance intervals. We also use engine standby controls on pumps in our hydraulic fracturing operations to reduce idle time and the associated fuel consumption and emissions. ■We have made significant investments in electrification across our field operations to secure service for our facilities, upgrade the electric grid in areas where we operate, and provide power stabilization for our current and future developments. |
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| Magnolia Oil & Gas | 16 | 2025 Proxy Statement |
| Protecting Water Resources | ■Magnolia does not operate in areas where we have identified water scarcity as an issue. Before we begin any new development, we identify any streams, creek beds, or wetlands and take action required by regulation to protect those areas.■We do not discharge any of our produced water to surface. Nearly all produced water is injected into intermediate-depth saltwater disposal wells. The volumes we inject into these wells are within permitted levels.■ When drilling wells, we install multiple layers of metal casing to protect groundwater. In all, we routinely install seven alternating layers of steel and cement to create an impermeable barrier between the wellbore and groundwater. Before hydraulic fracturing operations begin, we pressure test the well per industry best practices to ensure long term well integrity.■We seal off inactive wellbores and actively monitor and assess the mechanical integrity of legacy inactive wells. |
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| Social | |
| Valuing Safety | ■Our health, safety, environmental and regulatory (“HSER”) team is led by a seasoned industry leader who directs our work in process and field-based safety and regulatory relations, and we employ HSER representatives in our field locations who are tasked with supporting our drilling and completion operations.■In order to support safe conditions for our contractors, we use Safety Coaches and mentorship programs to help train new-to-industry personnel as needed, and we hold bi-weekly safety round-ups to raise awareness of recent industry safety incidents and encourage accountability across our drilling operations.■The Magnolia Good Catch Program and Great Catch Awards recognize and reward employees who identify and submit potential safety or environmental issues before they arise. This program has been extended to our contract workforce in the form of the “Partner in Safety” program. ■We maintain field level and corporate emergency response and crisis communication plans, conduct drills to test those plans, and work to continuously improve incident response times. ■We have implemented various programs to enhance worker safety, including our Fleet Monitoring Program, which equips our Company vehicles with GPS monitoring systems that also help improve driving performance and increase efficiency, and our Lone Worker Monitoring Program, in which field employees receive monitoring devices to enable communication and rapid response in the event of an incident at a remote or hard-to-access location. ■As employees and as a company, we respect and support the protection and advancement of universally recognized human rights. Our employees are prohibited from engaging in any activity that is in any way linked to forced labor, modern slavery, or human trafficking. |
| Fostering Workforce Opportunities | ■Magnolia is committed to creating and maintaining a workplace in which all employees have an opportunity to participate and contribute to the success of the business and are valued for their expertise, experience, and ideas. |
| Developing a Winning Team and an Ownership Culture | ■All Magnolia employees receive shares of Company stock as part of their overall compensation. As owners, our employees use their diverse experience and expertise to create value for investors by growing our assets, generating free cash flow, maintaining financial flexibility and ensuring thoughtful capital allocation.■For the second year in a row, Magnolia was recognized as a top workplace in the annual Houston Chronicle Top Workplaces survey, placing tenth among participating mid-sized companies in the greater Houston area in 2024 based on employee feedback on workplace satisfaction in several areas. ■We provide several training initiatives, recently focusing on areas such as ownership, improving execution, time management, negotiation, leadership, and achieving efficiencies. We also hold Magnolia Insights business education seminars designed to help our team better understand our business and the roles various groups within the Company play in executing our strategy. Finally, our CyberStrong cybersecurity awareness program is designed to make our team aware of the cyberthreats we face as a company and provide them tools necessary to understand and counter those threats. ■Our Think Like a Magnolia Owner CEO Awards recognize individuals or teams across the company who deliver projects or initiatives that generate stockholder value, improve company performance, or provide increased efficiencies or cost reductions. ■Magnolia offers a workplace flexibility program designed to support its business operations while giving eligible employees flexibility to work where they can be most productive. |
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| Magnolia Oil & Gas | 17 | 2025 Proxy Statement |
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| Supporting Our Communities | ■We make a $1,000 donation annually on each employee's behalf to the charitable organization of their choice, and in 2024 the Company contributed $252,000 towards employee-directed donations to local and national non-profits. ■As part of Magnolia’s Field Giving Program, our field operations teams make donations on our behalf to support volunteer fire departments, school districts, food banks, community scholarship funds, historic preservation organizations, and other non-profits in the areas where we operate. In 2024, our field teams donated more than $43,500 to 30 organizations.■In 2024, over 90 percent of the new hires in our field locations came from the communities where they work or nearby locations and most continue to live in those communities. ■Whenever possible, and consistent with our focus on quality, safety, and value, we strive to source and prioritize local suppliers to support our operations. For example, we are the largest, if not the only, customer for many suppliers in our Giddings, Texas area. |
| Governance | |
| Valuing Independent and Qualified Directors | ■Seven of our eight Board members (or 88 percent of our Board) are independent. All members of our Board committees are independent directors.■An independent, non-executive director serves as Chairman of the Board.■Two of our directors are women. One of our three Board committees is chaired by a woman.■One of our directors, Ms. Acosta, is Hispanic, and one of our directors, Mr. Khani, is of Middle Eastern descent. |
| Promoting Strong Corporate Governance Practices | ■All of our directors are elected on an annual basis.■We do not have any super-voting shares, meaning each share of our Class A and Class B Common Stock is entitled to one vote.■We do not have a shareholder rights (poison pill) or similar plan.■We regularly review our Board committee charters, Corporate Governance Guidelines, Code of Business Conduct and Ethics, and other governance documents.■The Board and its committees conduct annual self-evaluations.■We have adopted clawback, insider trading, anti-hedging, and anti-pledging policies and have implemented stock ownership guidelines for our officers and directors.■We have an active stockholder engagement program. We recognize the importance of listening to and seeking feedback from our stakeholders as we make decisions about how we manage ESG and other risks and opportunities facing our business. During 2024, we met with stockholders representing more than 60 percent of Magnolia’s outstanding shares. |
The duties and responsibilities of our Governance Committee pursuant to its charter include oversight over our ESG policies and practices. The Governance Committee meets at least twice per year to understand and monitor climate-related trends and issues, environmental and safety policies, potential ESG governance risks, legislative and regulatory developments, and social responsibility and safety matters. In addition, the Governance Committee oversees the preparation of our sustainability reports. We also have an ESG working group, consisting of select individuals across the Company, to manage our ESG initiatives and regularly report to the Governance Committee.
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