Marathon Petroleum Corp DEF 14A, filed Mar 14, 2024

Marathon Petroleum Corp (MPC)

DEF 14A 2024-03-14 For: 2024-04-24

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Added on June 12, 2026

About this DEF 14A

Marathon Petroleum Corp filed this DEF 14A on March 14, 2024.

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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 2023 Annual Report are available at www.proxyvote.com.


PROXY STATEMENT SUMMARY		1	AUDIT MATTERS		33



CORPORATE GOVERNANCE		8	ü	Proposal 2. Ratify Independent Auditor for 2024	33


			Auditor Independence		33
ü	Proposal 1. Election of Directors	8

			Auditor Fees and Services		34
	Director Skills, Expertise and Composition Matrix	8

			Audit Committee Report		34
	Director Biographies	9

			EXECUTIVE COMPENSATION		35
Our Corporate Governance Framework		16


Board Composition and Director Selection		16	ü	Proposal 3. Advisory Vote to Approve Named Executive Officer Compensation	35


	Director Candidates	17

			ü	Proposal 4. Advisory Vote to Recommend Frequency of Future Advisory Votes on Named Executive Officer Compensation	36
	Board Refreshment	17


	Commitment to Board Diversity	17


	Director Independence	17	Compensation and Organization Development Committee Report		36


	Director Skills and Expertise	18

			Executive Summary		37
	Majority Voting for Directors	18

			Decision-Making Process and Key Inputs		40
	Proxy Access	19

			Executive Compensation Program for 2023		42
Board Leadership and Function		19

			Compensation Governance		49
	Independent Chairman of the Board	19

			Executive Compensation Tables		52
	Board Committees	20

			MANAGEMENT PROPOSALS		71
	Board Meetings and Attendance	22


	Director Commitments	22	ü	Proposal 5. Approve Amendment to Certificate of Incorporation to Provide for Officer Exculpation	71


	Director Orientation and Education	22

			ü	Proposal 6: Approve Amendment to Certificate of Incorporation to Declassify the Board	72
	Board Evaluations	23


	Communicating with the Board	23
			ü	Proposal 7. Approve Amendment to Certificate of Incorporation to Eliminate Supermajority Provisions	73

Key Areas of Board Oversight		24


	Oversight of Risk Management	24	SHAREHOLDER PROPOSAL		74


	Oversight of Political Engagement and Public Policy	25
			û	Proposal 8. Simple Majority Vote	74

	Oversight of Climate Risk	26
			OTHER INFORMATION		76

	Oversight of Human Capital Management and Succession Planning	26

			Stock Ownership Information		76


	Oversight of Cybersecurity	26	Related Party Transactions		78


Director Compensation		27	FAQs About Voting and the Annual Meeting		80


	2023 Director Compensation Table	28	APPENDICES		A-1


SUSTAINABILITY AT MPC		29
			Appendix I. Non-GAAP Financial Measures		A-1


Living Our Core Values		29	Appendix II. Proposed Amendment to Certificate of Incorporation (Proposal 5)		A-3


Engaging with Our Stakeholders		30

			Appendix III. Proposed Amendment to Certificate of Incorporation (Proposal 6)		A-4
Lowering Our Carbon Footprint and Conserving Natural Resources		30



			Appendix IV. Proposed Amendment to Certificate of Incorporation (Proposal 7)		A-6
Investing in Our Employees		31


Respecting Human Rights		32
			Appendix V. Proposed Combined Amendment to Certificate of Incorporation (Proposals 5, 6 and 7)		A-7

Advancing Supply Chain Sustainability		32


Working Toward a Just and Responsible Transition		32


Our Corporate Governance Framework

Core Governance Documents

Our Bylaws, Corporate Governance Principles and the charters of our Board committees together implement the governance philosophy we believe is best for our shareholders. They address, among other things, the primary roles, responsibilities and oversight functions of the Board and its standing committees; director independence; the process for director selection; director qualifications; outside commitments; Board, committee and individual director evaluations; director indemnification and shareholder rights; director compensation; and director retirement and resignation.

Codes of Business Conduct and Ethics

Our Code of Business Conduct, which applies to all of our directors, officers and employees, defines our expectations for ethical decision-making, accountability and responsibility. Our Code of Ethics for Senior Financial Officers, which is specifically applicable to our CEO, CFO, Controller, Treasurer and other leaders performing similar functions, affirms the principle that the honesty, integrity and sound judgment of our senior officers with responsibility for preparation and certification of our financial statements are essential to the proper functioning and success of our Company. These codes are available on our website as noted below, and printed copies are available upon request to our Chief Legal Officer and Corporate Secretary. We would post on our website any amendments to, or waivers from, either of these codes requiring disclosure under applicable rules within four business days following any such amendment or waiver.

Additional Governance Documents

Our Whistleblowing as to Accounting Matters Policy establishes procedures for the receipt, retention and treatment of any complaints we receive regarding accounting, internal accounting controls or auditing matters, and provides for the confidential, anonymous submission of concerns by our employees or others regarding questionable accounting or auditing matters.

Our Conflicts of Interest Policy provides guidance on recognizing and resolving real or apparent conflicts of interest. This policy acknowledges that business decisions on behalf of the Company must be made through the exercise of independent judgment in the Company’s best interests and not influenced by personal interests.


Commitment to Board Diversity


The Board believes that having a variety of perspectives among its members contributes to more effective oversight and decision-making. Our Corporate Governance Principles emphasize the importance of diversity of director backgrounds and experiences and expressly affirm the Board’s commitment to actively seek women candidates and candidates of diverse ethnic and racial backgrounds as it recruits the most qualified directors with the requisite experience and skills.

Since 2018, the Board has appointed eight independent directors. Of these, five have been women, including three women of diverse ethnic/racial backgrounds. The Board’s most recent appointments, Mses. Drake and Ellison-Taylor, add to the Board’s key skills and expertise and contribute to the Board’s current 31% gender diversity and 46% overall diversity.
						CURRENT BOARD COMPOSITION


•Transactions between MPC and the director, immediate family members of the director or organizations with which the director is affiliated;

•Any service by the director on the board of a company with which we conduct business;

•The frequency and dollar amounts associated with any such transactions; and

•Whether any such transactions are at arm’s length in the ordinary course of business and on terms and conditions similar to those with unrelated parties.


Dear Shareholder,

You are invited to attend Marathon Petroleum Corporation’s 2024 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 Friday, March 1, 2024, are entitled to vote at the Annual Meeting. See “FAQs About Voting and the Annual Meeting” beginning on page 80 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 14, 2024, we are posting our proxy materials at www.proxyvote.com and mailing to shareholders a Notice Regarding the Availability of Proxy Materials, 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.


The Board of Directors, which oversees the management of our business and affairs, currently is divided into three classes of directors, with one class being elected each year for a three-year term. The Board has set the current number of directors at 13, with four directors in Class I, five directors in Class II, and four directors in Class III. Our shareholders elect one class each year for a three-year term. The members of Class I are due to stand for election at the 2024 Annual Meeting.

As informed by our individual director evaluation process discussed further on page 23, our Board recommends that shareholders vote FOR the election to the Board of each Class I 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.


*			Under our Corporate Governance Principles, due to their affiliate nature, concurrent service on the boards of MPC and MPLX GP LLC is counted as one public company board for purposes of assessing the level of public company board commitments.


Board Composition and Director Selection

Our Corporate Governance Principles set forth the processes for director selection and the establishment of director qualifications. The Board has delegated the director recruitment process to the Corporate Governance and Nominating Committee with input from our Chairman.

The Board believes that it, as a whole, should possess the combination of skills, professional experience, and diversity of backgrounds and viewpoints necessary to oversee our business and ensure an effective mix of perspectives. Accordingly, the Board and the Corporate Governance and Nominating Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs. In developing long-term plans for Board composition, the Corporate Governance and Nominating Committee takes into consideration the current strengths, skills and experience of members of the Board, their outside commitments, our director retirement policy and our strategic direction.


Director Candidates

The Corporate Governance and Nominating Committee assesses candidates for membership on the Board. The Committee may work with a third-party professional search firm to assist with identifying and evaluating director candidates and their credentials. The Committee has the authority to retain and terminate any such firm, including the authority to approve the firm’s fees and other retention terms. The Committee retained Spencer Stuart to assist in identifying and evaluating potential director candidates for its most recent director search, which culminated in the appointment of Mses. Drake and Ellison-Taylor to the Board effective March 1, 2024.

The Corporate Governance and Nominating Committee may also consider candidates recommended by shareholders. Shareholder candidates will be evaluated using the same criteria for director selection described above. See “Proxy Access” on page 19 for more information on the proxy access provision of our Bylaws and “When must shareholder proposals and director nominations be submitted for the 2025 annual meeting?” on page 83 for information on how to submit director nominations for our 2025 annual meeting in accordance with our Bylaws.


Board Refreshment

The Board is committed to striking a balance between retaining directors with deep knowledge of the Company and seeking fresh perspectives in its recruiting efforts. Our robust Board and individual director evaluation process, discussed on page 23, supports this objective. Further, our Corporate Governance Principles provide that directors may not stand for reelection once they reach age 73. The average tenure of our directors is 5.9 years.


Director Independence

A director is considered independent if the Board affirmatively determines that he or she meets the independence standards in our Corporate Governance Principles, has no material relationship with us other than as a director and satisfies the independence requirements of the NYSE and applicable SEC rules. The Board determines director independence at least annually, considering all relevant facts and circumstances including, without limitation:


Based on these criteria, the Board has determined that each of the following directors is independent:


Director Skills and Expertise

In evaluating director candidates and recommending incumbent directors for renomination, the Corporate Governance and Nominating Committee considers a wide range of backgrounds, critical skills, perspectives and expertise that it believes contribute to sound governance and effective oversight of our operations, risks and long-term strategy. All directors must possess integrity, good judgment, a strong work ethic, a collaborative approach to engagement, a record of public service and the ability to devote sufficient time to our affairs. In addition, the Committee has identified the following key skills and areas of expertise that should be represented on the Board*:


TABLE OF CONTENTS


PROPOSAL 1. ELECTION OF DIRECTORS


*			Reflects expected composition of the Board following the Annual Meeting, assuming all Class I director nominees are elected.


Specific information about the key qualifications and experience of each director and director nominee can be found beginning on page 8 under “Proposal 1. Election of Directors.”


Majority Voting for Directors

Our Bylaws include a majority vote standard for uncontested director elections, which requires that a nominee for director in an uncontested election receive a majority of votes cast at a shareholder meeting in order to be elected to the Board. Any director nominee who does not receive a majority of the votes cast is required to submit an irrevocable resignation to the Corporate Governance and Nominating Committee, which will make a recommendation to the Board as to whether to accept or reject the resignation or take other action. The Board will, within 90 days following certification of the election results, publicly disclose its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision.


Proxy Access

Proxy access refers to the right of shareholders meeting certain ownership criteria to nominate director candidates for inclusion in our proxy materials for our annual meeting. Our Bylaws provide that a shareholder, or group of up to 20 shareholders, that has owned at least 3% of our outstanding common stock for at least three years may nominate directors to our Board and include the nominees in our proxy materials to be voted on at our annual meeting. The maximum number of shareholder nominees that will be included in our proxy materials with respect to an annual meeting is the greater of two nominees or 20% (rounded down to the nearest whole number) of the number of directors then serving on the Board. A shareholder who seeks to nominate a director or directors to our Board must provide proper notice to our Corporate Secretary and satisfy the other requirements specified in our Bylaws.


Independent Chairman of the Board

Our Corporate Governance Principles provide the Board with the flexibility to exercise its business judgment on behalf of shareholders and choose the optimal leadership for the Board depending upon the Company’s particular needs and circumstances at a given time. The independent members of the Board elect the Chairman and, as part of this election, review whether to combine or separate the roles of Chairman and CEO.

Throughout our history as a public company, the Board has selected the leadership structure it determined was best for the Company at that time. The Board was led by an independent Chairman from 2011, when we became a public company, to 2016. The Board combined the Chairman and CEO roles from 2016 to 2020, and then determined to separate them again in 2020. In making each determination to separate or combine the Chairman and CEO roles, the Board took into consideration many factors, including the Board’s role in oversight, the skills, qualifications and experience of our then-serving directors, the evolving needs of our Company, how our leadership structure was functioning and the views of our shareholders. These adjustments to leadership structure over time demonstrate the Board’s thoughtful approach in evaluating and implementing the best leadership structure for the Board depending upon the Company’s circumstances at a given time. Changes in the Board’s leadership structure are reflected on our website shortly after becoming effective and disclosed in compliance with applicable regulatory requirements.

Mr. Surma has led the Board as its independent Chairman since 2020. The Board believes that this leadership structure, which separates the Chairman and CEO roles, is appropriate at this time in light of MPC’s business and operating environment. Mr. Surma, a long-standing member of the Board, has in-depth knowledge of the issues, challenges and opportunities facing MPC. As such, the Board believes that he is best positioned at this time to assure that the Board’s time and attention are focused on the most critical matters. His role ensures decisive independent leadership and clear accountability.


Board Committees

The Board has four standing committees, to which it has delegated certain functions and oversight responsibilities.


The Board has determined that each member of the Audit Committee meets the applicable SEC and NYSE independence requirements and is financially literate. No member of the Audit Committee serves on the audit committees of more than three public companies, including ours.


Each of the Board’s four standing committees operates under a written charter adopted by the Board. These charters are available under the “About” tab of our website, by selecting “Board of Directors.” Each charter requires the applicable committee to annually assess and report to the Board on the adequacy of its charter.


			EXECUTIVE COMMITTEE

			In addition to the four standing committees, the Board maintains an Executive Committee, which meets as necessary to address matters that arise between Board meetings and may exercise the powers and authority of the Board subject to specific limitations consistent with our Bylaws and applicable law. The Executive Committee is composed of the independent Chairman, the CEO and the Chair of each of the Board’s four standing committees.


			SUCCESSION COMMITTEE

			In 2023, the Board formed a special committee, composed of Messrs. Galante (chair), Cohen, Stice and Surma and Ms. Rucker, to focus on succession planning for the CEO role, including a review of succession candidates and consideration of any waiver or extension of our mandatory retirement policy. The Succession Committee met two times in 2023.


Director Commitments

Directors are encouraged to serve on the boards of directors of other companies, as the Board believes such service broadens and deepens our directors’ knowledge and experience. Our Corporate Governance Principles set forth certain limitations on director service to ensure that each director’s outside directorships do not interfere with his or her ability to meet the responsibilities and expectations of service on our Board.


Director Category	Limit on Public Company Board Service, Including MPC*

Non-employee director		4 boards maximum

Director serving as a non-executive board chair or lead independent director of a public company		4 boards maximum

Director serving as an executive officer of a public company		2 boards maximum


*			Messrs. Hennigan, Semple, Stice and Surma currently also serve on the board of MPLX GP LLC, our wholly owned subsidiary. Under our Corporate Governance Principles, due to their affiliate nature, concurrent service on the boards of MPC and MPLX GP LLC is counted as one public company board for purposes of assessing the level of public company board commitments.


Director Orientation and Education

To ensure directors maintain the necessary knowledge to perform their responsibilities and effectively oversee MPC, members of our Board are provided a variety of learning opportunities throughout the year.


Orientation			Our orientation program for new directors includes meetings with and presentations by senior management. This offers a new director the opportunity to receive one-on-one time with management to discuss various aspects of our business.


External Programs			We encourage directors to attend, at our expense, director continuing education programs. In 2023, several of our directors attended programs specifically focused on board leadership and diversity, corporate governance developments, cybersecurity risk, climate risk strategy and disclosure, finance and internal audit, and human capital management. Several directors also attended symposiums sponsored by outside organizations that are designed as continuing director education on many topics relevant to public company board service.


Educational Presentations on Relevant Topics			We also provide ongoing director education through presentations at Board and committee meetings, and regularly invite significant investors, subject matter experts and public sector representatives to speak to the Board.


Our Corporate Governance and Nominating Committee believes this process, which combines the opportunity for each director to individually reflect on Board and committee effectiveness with a collaborative discussion on performance, as well as a review of each individual director prior to his or her nomination for reelection, provides a meaningful assessment tool and a forum for discussing areas for improvement.


Communicating with the Board

All interested parties, including shareholders, may communicate directly with the Board, the Chairs of the Board’s standing committees and the independent directors, including our Chairman.



MAIL

Communications may be sent by regular mail to our principal executive offices, to the attention of:

Chief Legal Officer and Corporate Secretary Marathon Petroleum Corporation 539 South Main Street Findlay, OH 45840


EMAIL

Independent Directors (individually or as a group)			non-managedirectors@marathonpetroleum.com
Audit Committee Chair			auditchair@marathonpetroleum.com
Compensation and Organization Development Committee Chair			compchair@marathonpetroleum.com
Corporate Governance and Nominating Committee Chair			corpgovchair@marathonpetroleum.com
Sustainability and Public Policy Committee Chair			sustainabilitychair@marathonpetroleum.com


Our Chief Legal Officer and Corporate Secretary will forward to the directors all communications that, in her judgment, are appropriate for consideration by the directors. Examples of communications that would not be considered appropriate include commercial solicitations and matters not relevant to the Company’s affairs.


Key Areas of Board Oversight

Oversight of Risk Management

Among the Board’s most important functions is overseeing risk management. Our risk management framework fosters close interaction among the Board, its committees and our senior management.


Our mature company practices – developed through our ERM process, managed by our senior leaders and overseen by our Board – promote effective decision-making on business, financial, legal, environmental, social, political and reputational matters.