Marathon Petroleum Corp DEF 14A, filed Mar 17, 2025

Marathon Petroleum Corp (MPC)

DEF 14A 2025-03-17 For: 2025-04-30

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Added on June 12, 2026

About this DEF 14A

Marathon Petroleum Corp filed this DEF 14A on March 17, 2025.

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Filed by the Registrant x Filed by a party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12


Payment of Filing Fee (Check all boxes that apply):

x No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


PROXY STATEMENT SUMMARY		1	AUDIT MATTERS		33



CORPORATE GOVERNANCE		8	ü	Proposal 2. Ratify Independent Auditor for 2025	33


			Auditor Independence		33
ü	Proposal 1. Election of Directors	8

			Auditor Fees and Services		34
	Board Skills, Expertise and Demographics Matrix	8

			Audit Committee Report		34
	Director Biographies	9

			EXECUTIVE COMPENSATION		35
Our Corporate Governance Framework		15


Board Composition and Director Selection		16	ü	Proposal 3. Approve, on an Advisory Basis, Our NEO Compensation	35


	Director Nomination Process	16

			Executive Summary		36
	Board Refreshment and Director Tenure	16

			Decision-Making Process and Key Inputs		39
	Director Independence	16

			Executive Compensation Program for 2024		42
	Director Skills, Experience and Expertise	17

			Compensation Governance		50
	Majority Voting for Directors	18

			Compensation and Organization Development Committee Report		52
	Proxy Access	18


Board Function and Leadership		18
			Executive Compensation Tables		53

	Board Meetings and Attendance	18
			BOARD PROPOSALS		69

	Board Leadership Structure	18

			ü	Proposal 4: Approve Amendment to Certificate of Incorporation to Declassify the Board	69
	Board Committees	20


	Board Evaluations	22
			ü	Proposal 5. Approve Amendment to Certificate of Incorporation to Eliminate Supermajority Provisions	70

	Director Commitments	22


	Director Orientation and Ongoing Education	23	SHAREHOLDER PROPOSAL		71


	Communicating with the Board	23
			û	Proposal 6. Support Simple Majority Vote	71

Key Areas of Board Oversight		24
			OTHER INFORMATION		73

	Oversight of Business Strategy and Risk Management	24

			Stock Ownership Information		73


	Oversight of Human Capital Management and Succession Planning	25	Insider Trading Policies and Procedures		74


			Related Party Transactions		75

	Oversight of Sustainability and Climate Risk	25
			FAQs About Voting and the Annual Meeting		77

	Oversight of Political Engagement and Public Policy	26
			APPENDICES		A-1

	Oversight of Cybersecurity	26

			Appendix I. Non-GAAP Financial Measures		A-1
Non-Employee Director Compensation		27

			Appendix II. Proposed Amendment to Certificate of Incorporation (Proposal 4)		A-3
	2024 Director Compensation Table	28


SUSTAINABILITY AT MPC		29
			Appendix III. Proposed Amendment to Certificate of Incorporation (Proposal 5)		A-5


Living Our Core Values		29

			Appendix IV. Proposed Combined Amendment to Certificate of Incorporation (Proposals 4 and 5)		A-6
Reinforcing a Strong Safety Culture		30


Lowering Our Carbon Footprint and Conserving Natural Resources		30




Investing in Our Employees		31


Engaging with Our Stakeholders		32


Respecting Human Rights		32


Promoting Supply Chain Sustainability		32


FREQUENTLY REQUESTED INFORMATION
	Auditor fees	34	Independent Lead Director	18


	Board, committee and individual director evaluations	22	Key areas of Board oversight


	Board leadership structure	18	Business strategy and risk management	24


	Board meeting director attendance	18	Cybersecurity	26


	Board skills, expertise and demographics matrix	8	Human capital management and succession planning	25


	CEO pay ratio	65	Political engagement and public policy	26


	Clawback policy	50	Sustainability and climate risk	25


	Codes of conduct and ethics	15	Pay versus performance	66


	Committees of the Board	20	Prohibition on hedging and pledging	50


	Communicating with the Board	23	Proxy access	18


	Compensation reference group	40	Related party transactions	75


	Director biographies	9	Say-on-pay proposal	35


	Director board commitments	22	Shareholder engagement program	4


	Director compensation table	28	Shareholder proposals and nominees for the 2026 annual meeting	80


	Director independence	16


	Executive compensation mix	42


Proposal	Page Reference		Board Recommendation

Proposal 1. Elect four director nominees to Class II		8	FOR each nominee
Proposal 2. Ratify the appointment of our independent auditor for 2025		33	FOR
Proposal 3. Approve, on an advisory basis, our named executive officer compensation		35	FOR
Proposal 4. Approve an amendment to the Certificate of Incorporation to declassify the Board of Directors		69	FOR
Proposal 5. Approve an amendment to the Certificate of Incorporation to eliminate supermajority provisions		70	FOR
Proposal 6. Vote on one shareholder proposal, if properly presented		71	AGAINST


Dear Shareholder,

You are invited to attend Marathon Petroleum Corporation’s 2025 Annual Meeting of Shareholders at which shareholders will be asked to vote on the following matters:


Shareholders of record at the close of business on Monday, March 3, 2025, are entitled to vote at the Annual Meeting. See “FAQs About Voting and the Annual Meeting” beginning on page 77 for more information.

We provide our proxy materials, including our Proxy Statement and Annual Report, over the internet. This expedites your receipt of proxy materials, conserves natural resources and lowers the cost of the meeting. On or about March 17, 2025, we are posting our proxy materials at www.proxyvote.com and mailing to shareholders a Notice Regarding the Availability of Proxy Materials (the “Notice”), explaining how to access the proxy materials over the internet. We are also mailing a printed set of the proxy materials to shareholders who have elected to receive paper copies. Shareholders may request a printed set of the proxy materials by following the instructions provided in the Notice.

We thank you for your continued support and look forward to your attendance at our virtual Annual Meeting.


By order of the Board of Directors,

Molly R. Benson Chief Legal Officer and Corporate Secretary


IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS:
The Proxy Statement and Marathon Petroleum Corporation’s 2024 Annual Report are available at www.proxyvote.com.


This summary highlights information contained in this Proxy Statement, which is first being sent or made available to shareholders on or about March 17, 2025. This summary does not contain all of the information you should consider before voting. Please read the entire Proxy Statement before voting. For more complete information regarding 2024 operational and financial performance and definitions of industry terms, please review MPC’s Annual Report on Form 10-K for the year ended December 31, 2024, which accompanies this Proxy Statement.


MPC’s 2025 Annual Meeting will be held exclusively online. See “FAQs About Voting and the Annual Meeting” beginning on page 77 for additional information about how to attend and vote at the virtual Annual Meeting.


Voting Items

Your vote is important. Please vote your proxy promptly so that your shares can be represented, even if you plan to attend the virtual Annual Meeting. You can vote via the internet or telephone by following the voting procedures described in the Notice, proxy card or voting instruction form, or by returning your completed and signed proxy card or voting instruction form in the provided envelope.


Additional Information

Our principal executive offices are located at 539 South Main Street, Findlay, OH 45840, and our telephone number is (419) 422-2121. Our website address is www.marathonpetroleum.com. References to our website or other publications are provided for convenience only. The information contained on our website or other publications is not a part of this Proxy Statement or any of our other filings with the SEC.

References throughout this Proxy Statement to “Company,” “MPC,” “Marathon,” “we” or “our” refer to Marathon Petroleum Corporation. References to “MPLX” refer to MPLX LP, a publicly traded master limited partnership we control through our ownership of its general partner, MPLX GP LLC (“MPLX GP”), and approximately 64% (as of December 31, 2024) of its outstanding common units.



About Marathon Petroleum Corporation

With more than 135 years in the energy industry, Marathon Petroleum Corporation (NYSE: MPC) is a leading, integrated, downstream energy company headquartered in Findlay, Ohio. We operate one of the nation’s largest refining systems with approximately 3.0 million barrels per day of crude oil refining capacity and a growing renewable fuels portfolio that includes the second largest renewable diesel facility in the United States. We distribute our refined products through one of the largest terminal operations in the United States and one of the largest private domestic fleets of inland petroleum product barges. Our integrated midstream energy asset network links producers of natural gas and natural gas liquids from some of the largest supply basins in the United States to domestic and international markets. Additionally, our marketing system includes two strong brands, Marathon® and ARCO®, with locations across the United States and in Mexico. We and our employees are focused on doing our part to meet the world’s need for reliable, affordable and responsibly produced fuels, challenging ourselves to lead in sustainable energy by investing in an energy-diverse future and strengthening the resiliency of our business.



RECOGNITION

•EPA ENERGY STAR® Partner of the Year – Sustained Excellence five years in a row •Five MPC refineries earned ENERGY STAR® certifications in 2024. Since refineries first became eligible for Energy Star certification in 2006, MPC has earned more certifications than all other refining companies combined •MPLX Bluestone natural gas plant became the first facility in the natural gas processing sector to achieve the EPA’s ENERGY STAR® Challenge for Industry



						NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS


TABLE OF CONTENTS


2024 Company Performance Highlights


*			Adjusted EBITDA is not a measure of financial performance under GAAP and may not be comparable to similarly titled measures reported by other companies. See Appendix I for the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.


2024 Leadership Transition

Following several years of a disciplined succession planning process, our Board announced a “Leadership Transition,” effective August 1, 2024. Maryann T. Mannen, previously MPC’s President, was promoted to President and CEO, succeeding Michael J. Hennigan as CEO. Ms. Mannen was also elected as a member of the Board. Mr. Hennigan was elected Executive Chairman of the Board. John P. Surma, previously the Board’s independent Chairman, was elected as the Board’s independent Lead Director. See “Board Leadership Structure” beginning on page 18 for additional information on the respective roles of Messrs. Hennigan and Surma.



Overview of Our Board of Directors

Following is an overview of our Board of Directors after the Annual Meeting, assuming all nominees are elected. More detailed information about each director’s background, key skills and expertise can be found beginning on page 8, as well as in the individual director profiles beginning on page 9. Three current members of our Board, Charles A. Bunch, Edward G. Galante and Susan Tomasky, will retire from the Board following the Annual Meeting.



Composition of Our Board

The members of our Board represent a wide range of backgrounds, critical skills, perspectives and expertise, as well as a mix of tenure of service on the Board. The following graphs show the composition of our Board after the Annual Meeting, assuming all nominees are elected. More detailed information about considerations for director candidate selection and evaluation can be found under “Board Composition and Director Selection,” beginning on page 16.


Shareholder Engagement and Responsiveness

We believe regular dialogue with, and accountability to, our shareholders is critical to our success. Our leadership team participates in numerous investor engagements throughout the year to discuss our business and strategic priorities. Shareholder feedback provides our Board and leadership with valuable insights on our business strategy and performance, corporate responsibility, executive compensation, sustainability initiatives and many other topics. Our core shareholder engagement team includes senior members of our investor relations, corporate governance, human resources and sustainability teams, supplemented by our CEO, CFO, Executive Chairman, Lead Director or other directors, as appropriate.


At our 2024 Annual Meeting, and proposed again for the 2025 Annual Meeting, is a shareholder proposal requesting that any voting requirements in our charter or bylaws that are greater than a simple majority be replaced by a majority of votes cast standard. At the 2024 Annual Meeting, this proposal received support from 38% of shares present and entitled to vote at the meeting. In our engagement sessions with investors, to the degree investors have supported this proposal, such support has been expressed in terms of reducing the supermajority voting standard applicable to certain articles within our Restated Certificate of Incorporation, down from an 80% of shares outstanding standard to a simple majority standard, and not in terms of further reducing the voting standard in our Bylaws, which was reduced to a simple majority of shares outstanding in 2018. Accordingly, we believe that inclusion



in this Proxy Statement of Board Proposal 5, seeking to eliminate the supermajority provisions in our Restated Certificate of Incorporation, sufficiently addresses our shareholders’ interests on this matter.


Governance Highlights

Key Corporate Governance Practices

The Board of Directors believes our commitment to strong corporate governance benefits all our stakeholders, including our shareholders, employees, business partners, customers, communities, governments and others who have a stake in how we operate. Our key corporate governance practices include:


Recent Governance Enhancements

We believe good governance is critical to achieving long-term shareholder value. We approach governance in a strategic and thoughtful manner, taking into consideration multiple perspectives, including those of our Board, our Corporate Governance and Nominating Committee, our shareholders, experts and other stakeholders, to align on what makes the most sense for our Company. We continuously look for ways to enhance our corporate governance and increase value to our shareholders. Recent governance enhancements and actions include:



Sustainability Highlights

Our commitment to sustainability means striving to create shared value with our stakeholders – empowering people to achieve more, contributing to progress in our communities and protecting the environment we all share. Under the guidance of the Board and its Sustainability and Public Policy Committee, we aspire to be an ever-better company as we contribute to an evolving energy industry. This objective drives us to strengthen the resiliency of our business, innovate for the future and embed sustainability in all we do.

For more information on sustainability at MPC, see pages 29-32 of this Proxy Statement and view or download our annual Sustainability Report at www.marathonpetroleum.com/Sustainability/.


STRENGTHEN RESILIENCY

Strengthening our business for today while building resilience for the future


INNOVATE FOR THE FUTURE

Investing in renewables and other lower-carbon technologies


EMBED SUSTAINABILITY

Integrating sustainability in our decision-making and in our engagement with employees and our many stakeholders


Promoting a Culture of Safety									Engaging Our Stakeholders and Communities
•Safety is a core value and our number-one priority •Strong safety management systems and compliance programs •Four MPC refineries recognized by American Fuel & Petrochemical Manufacturers (AFPM) Safety Awards for top safety performance and innovation •Garyville refinery achieved 30 years as an OSHA Voluntary Protection Program (VPP) Star site - the longest duration for any petroleum refinery									•Comprehensive approach to stakeholder engagement across the Company focused on building relationships and engaging in open dialogue •Robust engagement with tribal stakeholders in our operational footprint •Company matching gifts program supports employee giving and volunteering in communities •Regular dialogue with investor stewardship teams; reporting and disclosures informed by TCFD, SASB, CDP and GRI standards •JUST 100 Recognized as one of America’s most just companies by JUST Capital
Building an Engaged and Energized Workforce
•Committed to our core values •We offer competitive compensation and benefits and extensive professional development opportunities



Executive Compensation Highlights

Leading Executive Compensation Practices

Our executive compensation program demonstrates our commitment to sound compensation and governance practices, promotes the objectives in our guiding principles and serves our shareholders’ long-term interests.


ü	Majority of total target compensation is performance-based	ü	Annual compensation risk assessment overseen by Compensation and Organization Development Committee
ü	Performance measures align with shareholder interests
ü	Significant stock ownership requirements	ü	No guaranteed minimum bonuses
ü	Performance metrics achievement capped at 200% of target	ü	No excise tax gross-ups
ü	Clawback provisions for both long-term and short-term incentive awards	ü	No tax gross-ups on perquisites (other than for relocation reimbursements in limited circumstances)
ü	“Double trigger” LTI vesting in a change of control	ü	No dividend equivalents paid on unvested awards
ü	Executive and employee compensation tied to financial and non-financial performance	ü	Policy prohibiting executives from hedging or pledging our securities
ü	Limited perquisites and personal benefits	ü	Discontinued grants of stock options


Our Compensation Program Supports Our Business Strategy and Culture

Executive Compensation Guiding Principles

We believe our executive compensation program plays a critical role in maximizing long-term value for our shareholders, employees and other stakeholders. Our executive compensation guiding principles are embodied in our executive compensation program and policies, which are designed to:


v			Attract, retain, motivate and reward the highest-quality executive team by providing market-competitive compensation.

v			Be simple and transparent so they can be clearly communicated both internally and externally.

v			Create direct alignment between executive pay and the creation of shareholder value over time.

v			Reward for execution of our business strategy and desired culture.

v			Differentiate pay on the basis of performance, experience and skill set.


2024 Target Compensation Mix

The Compensation and Organization Development Committee believes using a mix of cash and equity compensation encourages and motivates our NEOs to achieve both our short-term and long-term business objectives. Consistent with our guiding principles that executive compensation should reward performance and be directly aligned with creating long-term value for our shareholders, a substantial majority of our NEOs’ compensation is at-risk and based on performance measures tied to our business strategy and culture.



*			Ms. Mannen’s compensation has been annualized to reflect her total target compensation had she served as President and CEO for the entire year.

**			Excludes Mr. Hennigan because his compensation as Executive Chairman differs materially from compensation for the other NEOs.


The Board of Directors is divided into three classes of directors, with one class elected each year for a three-year term. The current members of Class II, which is due to stand for election at the 2025 Annual Meeting, are Messrs. Bayh, Bunch and Galante and Mses. Ellison-Taylor and Rucker. Messrs. Bunch and Galante are not standing for reelection as they have reached our mandatory retirement age for directors. Mr. Campbell, who was elected to the Board as a member of Class I in November 2024, has been nominated for election at the Annual Meeting as a Class II director to maintain the classes as equal in size as practicable. Assuming all director nominees are elected at the Annual Meeting, the Board expects to set the current number of directors at 12, with four directors in each class.

As informed by our individual director evaluation process discussed further on page 22, our Board recommends that shareholders vote FOR the election to the Board of each Class II director nominee. We expect each nominee will be able to serve if elected. Any director vacancy may be filled by a majority vote of the remaining directors. Any director elected in this manner would hold office until expiration of the term of the class to which he or she has been elected.



*			Reflects expected composition of the Board following the Annual Meeting, assuming all Class II director nominees are elected. See “Director Skills, Experience and Expertise” on page 17 for more information on each key skill and how it supports our company strategy.