Dan F. Smith

About Dan F. Smith

Independent Chairman of the Board at Magnolia Oil & Gas (since Sept. 21, 2022 as Chair; director since May 2017). Age 78. Former CEO (1996–2007) and later Chairman (2007) of Lyondell Chemical Company; began career at ARCO in 1968. B.S. Chemical Engineering, Lamar University. Recognized as an “audit committee financial expert” and brings extensive board leadership across energy and chemicals sectors .

Past Roles

External Roles

Board Governance

• Roles and independence: Independent, non-executive Chairman; Board has separated Chair/CEO roles since Sept. 21, 2022 given Smith’s board leadership experience . The Board determined Smith is independent under NYSE rules; 7 of 8 directors independent .
• Committees: Member—Audit and Compensation; Audit chaired by Larson; Compensation chaired by Djerejian; all committees are fully independent .
• Financial expert: Board determined Smith qualifies as an “audit committee financial expert” (Reg S-K 407(d)(5)(ii)) .
• Attendance: Board held 3 meetings in 2024; all incumbent directors attended all Board and committee meetings (100% attendance) .
• Stockholder oversight signals: 2024 say-on-pay approval exceeded 98% support, indicating strong investor confidence in compensation governance .

Fixed Compensation (Non-Employee Director)

Notes:

• Program enhancements in 2024 raised Chairman supplemental retainers to align with peer median (cash +$25k; equity +$25k) .
• Only non-employee directors receive director fees; CEO is not compensated as a director .

Performance Compensation

Directors do not receive performance-based cash incentives at MGY. Equity is granted as time-based RSUs (no options; Company has not granted options to directors or executives since inception), which align value with shareholders and vest based on continued service .

| Grant | Grant Date | Instrument | Shares/Units | Grant-Date Price | Fair Value | Vesting | |---|---|---:|---:|---:|---| | 2024 Annual Director Equity (Chairman) | May 7, 2024 | RSUs | 9,257 | $25.80 | Included in $238,831 total stock awards | Vest in full on May 6, 2025 (subject to service) | | RSU Vesting Mechanics | — | — | — | — | — | Earlier of 1-year from grant or day before next Annual Meeting; accelerated on CIC if not assumed; otherwise double-trigger |

Dividend equivalents are paid in cash on outstanding RSUs (non-deferred); prior-plan deferrals accrue additional RSUs as equivalents, but Smith is not listed as a participant in the director RSU deferral program for 2024 .

Other Directorships & Interlocks

• Current public board: Orion Engineered Carbons (Chair) .
• Compensation committee interlocks: None. No MGY executive served on another company’s comp committee where a Magnolia director served as an executive, and no MGY comp committee member was an MGY employee in 2024 .

Expertise & Qualifications

• Technical/operating: Chemical engineering degree; decades of leadership in chemicals, polymers, fuels; upstream/midstream exposure via prior boards .
• Financial/governance: Audit committee financial expert; extensive chair experience; risk oversight across financial reporting and internal controls via Audit membership .
• Strategic leadership: Independent Chair with energy value-chain perspective; supports separation of Chair/CEO and independent committee oversight .

Equity Ownership

Reference date for beneficial ownership: March 10, 2025; outstanding A shares: 188,523,804 .

Insider Trades (Form 4)

Notes:

• RSU grants reflect annual director equity awards under the Long Term Incentive Plan and Chairman supplemental equity; settlement in Class A shares upon vesting per plan .

Potential Conflicts / Related-Party Exposure

• Historical registration rights: Independent directors prior to the 2018 business combination (including Mr. Smith) were parties to a Registration Rights Agreement, providing resale registration rights for shares; standard SPAC-era arrangement; no transaction values disclosed for Mr. Smith in 2024–2025 .
• EnerVest transactions: Related-party redemptions/distributions involve EnerVest/John B. Walker; no specific related-party transactions disclosed involving Mr. Smith .

Governance Assessment

• Strengths supporting investor confidence:
  • Independent, non-executive Chairman with deep industry and governance experience; separation of Chair/CEO enhances oversight .
  • Committee roles on Audit and Compensation; qualifies as an audit committee financial expert; all committees are independent; robust risk oversight structure including cybersecurity .
  • 100% attendance in 2024; Board engaged; active stockholder outreach (>60% of shares met in 2024) .
  • Director pay aligned with peers; mix favors equity retainer with time-based RSUs; no options granted; anti-hedging/anti-pledging and clawback policies in place; strong say-on-pay support (98% in 2024) .
• Watch items:
  • Multiple external roles (notably Chair at Orion Engineered Carbons) create time commitments; no specific interlocks/conflicts disclosed at MGY, but continued monitoring is prudent for any future related-party exposures .
  • Historical registration rights exist for independent directors; routine but worth noting in the context of liquidity events and share sales tracking .

Overall, Smith’s profile as an independent Chair and audit financial expert, with perfect attendance and conservative director pay design (time-based RSUs, no options), supports board effectiveness and alignment. No red flags were disclosed related to attendance, compensation anomalies, pledging, or related-party transactions involving Mr. Smith in the latest proxy .