UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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Marathon Petroleum Corporation

(Name of Registrant as Specified In Its Charter)

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Notice of 2020 Annual Meeting of Shareholders

Dear Shareholder,		Date: Time: Place:	Wednesday, April 29, 2020 10 a.m. EDT The Auditorium of Marathon Petroleum Corporation 539 South Main Street Findlay, Ohio 45840
You are invited to participate in Marathon Petroleum Corporation’s 2020 Annual Meeting of Shareholders.
Voting Matters	Board Recommendation
Proposal 1:	FOR
To approve an amendment to the Certificate of Incorporation to phase out the classified Board of Directors
		þ	Your vote is important.
Ø See page 4
Proposal 2:	FOR each director nominee for Class III
To elect the four director nominees for Class III named in the Proxy Statement		Whether or not you plan to attend the Annual Meeting, please vote as soon as possible using one of the following methods:
ØSee page 5
Proposal 3:	FOR
To ratify the appointment of our independent auditor for 2020			Internet
			Follow the instructions in the Notice.
Ø See page 26
Proposal 4:	FOR		Telephone
To approve, on an advisory basis, our named executive officer compensation			Call the toll-free number on your proxy card or voting instruction form.
ØSee page 67
Proposals 5-6:	FOR Proposal 5, and AGAINST Proposal 6		Mail
If properly presented at the meeting, on two shareholder proposals			Return your completed and signed proxy card or voting instruction form in the provided envelope.
Ø See page 68
We will also transact any other business that may properly come before the meeting or any adjournment or postponement thereof.		Please see “FAQs About Voting and the Annual Meeting” for more information.
Shareholders of record at the close of business on Monday, March 2, 2020 (the “Record Date”) are entitled to vote at the Annual Meeting. See “FAQs About Voting and the Annual Meeting” for more information.
		Important Notice Regarding the Internet Availability of Proxy Materials: The Proxy Statement and the Marathon Petroleum Corporation Annual Report are available at www.proxyvote.com.
We thank you for your continued support and look forward to seeing you at the Annual Meeting.
By order of the Board of Directors,
Molly R. BensonVice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary
The proxy materials, including the Proxy Statement, the Marathon Petroleum Corporation Annual Report and the proxy card, or the Notice Regarding the Availability of Proxy Materials, are being distributed on or about  March 16, 2020 to all shareholders entitled to vote.

Table of Contents

Proxy Statement	1	Executive Compensation Discussion and Analysis
Corporate Governance
		Executive Summary	27
Key Corporate Governance Practices	2
		How We Set Executive Compensation	31
Recent Governance Enhancements	2
		Executive Compensation Program	33
Governance Framework	3
		Compensation Governance	43
Proposal 1. Amend the Company’s Certificate of Incorporation to Phase out the Classified Board of Directors
		Compensation and Organization Development Committee Report	45
	ü
		Executive Compensation Tables	46
Proposal 2. Election of Directors	ü
		2019 Summary Compensation Table	46
Director Biographies	6
		2019 Grants of Plan-Based Awards	48
Board Composition and Director Selection	12
		Outstanding Equity Awards at 2019 Fiscal Year-End	50
Director Candidates	12
Director Independence	12	Option Exercises and Stock Vested in 2019	53
Director Skills and Experience	13	Post-Employment Benefits for 2019	54
Board Diversity	14	2019 Nonqualified Deferred Compensation	60
Proxy Access	14	Potential Payments Upon Termination or Change in Control	63
Board Refreshment	14
		CEO Pay Ratio	66
Majority Voting for Directors	14
How the Board Conducts Its Business	15	Proposal 4. Approve, on an Advisory Basis, Our Named Executive Officer Compensation	ü
Board Leadership Structure	15
Board Meetings and Attendance	15
		Shareholder Proposals	68
Board Committees	16
		Proposal 5. Simple Majority Vote	ü
Board Evaluations	18
		Proposal 6. Community Impacts Report	û
Communicating with the Board	18
Board Oversight	19	Other Information
Oversight of Risk Management	19
		Stock Ownership Information	71
Executive Succession Planning	20
		Related Party Transactions	73
Corporate Responsibility and Sustainability	20
		FAQs About Voting and the Annual Meeting	76
Political Engagement and Disclosure	22
Director Compensation	23
		Appendix I	I-1
Audit Matters
Auditor Fees and Services	25
Audit Committee Report	26
Proposal 3. Ratify the Independent Auditor for 2020	ü

Proxy Statement

We are providing this Proxy Statement and related materials because our Board of Directors is soliciting your proxy to vote shares at the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, April 29, 2020, beginning at 10 a.m. EDT at the Auditorium of Marathon Petroleum Corporation, 539 South Main Street, Findlay, Ohio 45840, and at any adjournment or postponement of the meeting. This Proxy Statement and the enclosed proxy card are being first made available to shareholders on or about March 16, 2020. All shareholders are invited to attend the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

This Proxy Statement and our 2019 Annual Report are also available at www.proxyvote.com.

References throughout this Proxy Statement to “the Company,” “MPC,” “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 approximately 63% of its outstanding common units and our ownership of its general partner. References to “Andeavor” refer to Andeavor LLC (formerly Andeavor), which we acquired effective October 1, 2018 (the “Andeavor Merger”). References to “ANDX” refer to Andeavor Logistics LP, which MPLX acquired effective July 30, 2019 (the “ANDX Merger”).

Gary R. Heminger, who has served as our Chief Executive Officer (“CEO”) since we became a public company in 2011, and as the Chairman of the Board since 2016, has announced his plans to retire as an officer and director of MPC concurrent with the conclusion of the Annual Meeting on April 29, 2020. The Board has formed a special committee to oversee the search for our new CEO.

Our principal executive offices are located at 539 South Main Street, Findlay, OH 45840, and our telephone number is (419) 422-2121. We maintain a website at www.marathonpetroleum.com. The information on our website is not a part of this Proxy Statement.

2020 Proxy Statement 1

Corporate Governance

Key Corporate Governance Practices

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

Shareholder right to call a special meeting of shareholders	2	Annual Board and committee self-evaluations	18
		Risk oversight by the full Board and its committees
			19
Substantial majority of independent directors	12
		Extensive voluntary disclosures in the areas of corporate responsibility and sustainability
Proxy access shareholder right to submit director nominations for inclusion in our proxy statement	14		20
		Extensive voluntary disclosures on our political spending
			22
Majority voting standard for uncontested director elections	14
		Robust shareholder engagement program	29
Strong Lead Director role reinforces effective independent leadership on the Board	15	Meaningful stock ownership guidelines for executive officers
			43
Independent directors meet regularly in executive session	15	Prohibition on hedging and pledging our stock	43
		Recoupment/Clawback policy	43
Three fully independent standing Board committees	16

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 include:

u	2020
	▶	Submitting to our shareholders, for consideration at the 2020 Annual Meeting, an amendment to our Certificate of Incorporation providing for annual elections for all directors
u	2019
	▶	Amended our Corporate Governance Principles to require, commencing in 2020, individual director evaluations for directors whose terms expire at the next annual meeting
u	2018
	▶	Amended our Bylaws to give shareholders owning at least 25% of our common stock the right to call a special meeting of shareholders
	▶	Amended our Corporate Governance Principles to expressly affirm the Board’s commitment to actively seek diverse candidates for Board service
	▶	Amended our Bylaws to eliminate the 80% supermajority requirement for Bylaw amendments, so that the approval threshold for Bylaw amendments is now a majority of outstanding shares
u	2016
	▶	Amended our Bylaws to provide proxy access for shareholders

2 Marathon Petroleum Corporation

CORPORATE GOVERNANCE

Governance Framework

Our Corporate Governance Principles, our Bylaws and the charters of our Board committees together implement the governance principles we believe are best for our shareholders and provide the framework for our governance processes. They address, among other things, the primary roles, responsibilities and oversight functions of the Board and its committees, director independence, committee composition, the lead director role, the process for director selection and director qualifications, Board, committee and individual director evaluations, director indemnification and shareholder rights, including the right to call a special meeting, shareholders’ right to proxy access, director compensation and director retirement and resignation.

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, Chief Financial Officer, Controller, Treasurer and other leaders performing similar roles, affirms the principle that the honesty, integrity and sound judgment of our senior executives with responsibility for preparation and certification of our financial statements are essential to the proper functioning and success of our Company. Printed copies of these documents are available upon request to our 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.

Our Whistleblowing as to Accounting Matters Policy establishes procedures for the receipt, retention and treatment of 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 interest and not influenced by the personal interests of decision-makers.

			Find more online
The following are available on our website at www.marathonpetroleum.com/Investors/Corporate-Governance/
▶	Corporate Governance Principles		▶	Code of Ethics for Senior Financial Officers
▶	Bylaws		▶	Whistleblowing as to Accounting Matters Policy
▶	Board Committee Charters		▶	Conflicts of Interest Policy
▶	Code of Business Conduct

2020 Proxy Statement 3

PROPOSAL 1. AMEND CERTIFICATE OF INCORPORATION

Proposal 1. Amend the Company’s Restated Certificate of Incorporation to Phase Out the Classified Board of Directors

▶ Our Restated Certificate of Incorporation provides for a staggered Board divided into three classes of directors, with each class elected for a three-year term. We are asking our shareholders to approve an amendment to the Restated Certificate of Incorporation to phase out the classified Board so that the Board is fully declassified by the 2022 annual meeting. ü The Board recommends a vote FOR this proposal.

Following discussion with certain of our investors, the Board has agreed, and believes it is advisable and in the best interests of the Company and its shareholders, to amend our Restated Certificate of Incorporation to phase out the classified Board so that the Board is fully declassified by the 2022 annual meeting of shareholders (the “Declassification Amendment”). The Board recommends that shareholders approve the Declassification Amendment, which is attached to this Proxy Statement as Appendix I.

The proposed Declassification Amendment will amend Article Six of our Restated Certificate of Incorporation to provide that our classified Board structure will be phased out beginning at the Annual Meeting such that from and after the 2022 annual meeting of shareholders, all directors will be up for election and will serve for a term of one year and until such directors’ successors are duly elected and qualified or until such directors’ earlier death, resignation or removal. Pursuant to the Declassification Amendment, the phase-out of the classified Board commences with the Annual Meeting at which the Class III directors will be up for election and each such director will be elected for a one-year term. At the 2021 annual meeting of shareholders, the Class I and Class III directors will be up for election, and each such director will be elected for a one-year term. Finally, at the 2022 annual meeting of shareholders, all classes of directors will be up for election, and each director elected at the 2022 annual meeting of shareholders (and at all annual meetings thereafter) will be elected for a one-year term and until his or her successor is duly elected and qualified or until such director’s earlier death, resignation or removal.

The Declassification Amendment also provides that directors elected to fill any vacancy on the Board, or to fill newly created director positions resulting from an increase in the number of directors, before the 2022 annual meeting of shareholders would serve the remainder of the term for the class to which they are elected.

Under Delaware law, directors of companies that have a classified board may be removed only for cause, unless the certificate of incorporation provides otherwise, and directors of companies that do not have a classified board may be removed with or without cause. Article Six of our Restated Certificate of Incorporation provides that a director may be removed from office only with cause and upon the approval of holders of 80% of the voting power of the then outstanding shares of stock entitled to vote in the election of directors. The Declassification Amendment will amend such provision to provide that, beginning with the 2022 annual meeting of shareholders (that is, when our Board is no longer classified) a director may be removed from office with or without cause and upon the approval of a majority of the voting power of the outstanding shares of stock entitled to vote in the election of directors.

This description of the proposed Declassification Amendment is only a summary of the proposed amendments to our Restated Certificate of Incorporation and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of Article Six of our Restated Certificate of Incorporation, as proposed to be amended, a copy of which is attached to this Proxy Statement as Appendix I.

The affirmative vote of the holders of at least 80% of the outstanding shares of our common stock entitled to vote is required to approve this proposal.

If our shareholders approve the proposed Declassification Amendment, we intend to file a Certificate of Amendment setting forth the Declassification Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware during the Annual Meeting, after the certification of the vote on this Proposal 1 and prior to the closing of the polls on Proposal 2 regarding the election of directors. The Declassification Amendment will become effective upon the filing and effectiveness of the Certificate of Amendment. In that case, each of the Class III directors who are nominated for election at the Annual Meeting would stand for election under Proposal 2 for a one-year term expiring at the 2021 annual meeting. At the 2021 annual meeting, each of the Class III and Class I directors who are nominated for election would be elected for a one-year term. At the 2022 annual meeting and at

4 Marathon Petroleum Corporation

PROPOSAL 2. ELECTION OF DIRECTORS

annual meetings after 2022, all nominees for director would be elected for a one-year term. This would result in the entire Board being elected annually for one-year terms beginning at the 2022 annual meeting of shareholders.

If our shareholders do not approve this proposed amendment to the Restated Certificate of Incorporation, our Board will remain classified, and the Class III directors will stand for election under Proposal 2 for a three-year term.

The Declassification Amendment does not change the present number of directors or the Board’s authority to change that number and to fill any vacancies or newly created directorships.

The Board also intends to approve conforming amendments to our Bylaws, contingent upon shareholder approval of the Declassification Amendment.

Proposal 2. Election of Directors

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 twelve, with four directors in each class. Our shareholders elect one class each year for a three-year term. The members of Class III are due to stand for election at the 2020 Annual Meeting.

As previously announced, Mr. Heminger plans to retire as a director and officer of MPC concurrent with the conclusion of the 2020 Annual Meeting, and is thus not standing for reelection to the Board as a Class III director. The Board has nominated Ms. Tomasky, currently a member of Class I, as a nominee for Class III.

Proposal 1 requests that our shareholders approve an amendment to our Restated Certificate of Incorporation to phase out the classified Board so that the Board is fully declassified by the 2022 annual meeting of shareholders. If Proposal 1 is approved, we intend to file the amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware during the Annual Meeting, after the certification of the vote on Proposal 1 and prior to the closing of the polls on this Proposal 2. The Declassification Amendment will become effective upon such filing and effectiveness. In that case, each Class III director nominee will stand for election under this Proposal 2 for a one-year term expiring at the 2021 annual meeting of shareholders. If Proposal 1 is not approved, our Board will remain classified, and each Class III director nominee will stand for election under this Proposal 2 for a three-year term expiring at the 2023 annual meeting of shareholders.

▶	The Board, acting upon the recommendation of the Corporate Governance and Nominating Committee, has nominated the following individuals as Class III directors for election to the Board:		ü	The Board recommends a vote FOR each director nominee.
	Steven A. Davis	John P. Surma
	J. Michael Stice	Susan Tomasky

Our Board recommends that shareholders vote FOR the election to the Board of each Class III director nominee. We expect each nominee will be able to serve if elected.

A 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 office of the class to which he or she has been elected.

2020 Proxy Statement 5

PROPOSAL 2. ELECTION OF DIRECTORS

Director Nominees for Class III

Steven A. Davis
Former Chairman and CEO, Bob Evans Farms, Inc.
	Key Qualifications and Experience
	▶	Senior leadership experience as former CEO	▶	Operations experience
	▶	Industry expertise	▶	Director of other public companies
	▶	Risk management experience
	Career Highlights:
	▶	Chairman and CEO and member of the board of directors of Bob Evans Farms, Inc., a foodservice and consumer products company (2006-2014)
Independent Director Age: 61 Director since: 2013 MPC Board Committees: Compensation and Organization Development Corporate Governance and Nominating	▶	President of Long John Silver’s and A&W All-American Food Restaurants (2002-2006)
	▶	Held senior executive and operational positions at Yum! Brands’ Pizza Hut division and Kraft General Foods
	Current Public Company Directorships: Legacy Acquisition Corp. (since 2017); PPG Industries, Inc. (since 2019)
	Past Public Company Directorships: Sonic Corp. (2016-2018); Walgreens Boots Alliance, Inc. (2009-2015)
	Education: Bachelor of Science in Business Administration, University of Wisconsin at Milwaukee; Master of Business Administration, University of Chicago
	Other Professional Experience and Community Involvement:
	▶	Member, Board of Directors, Albertsons Companies, Inc. (since 2015)
	▶	Member, International Board of Directors for the Juvenile Diabetes Research Foundation

J. Michael Stice
Dean of the Mewbourne College of Earth & Energy, The University of Oklahoma
	Key Qualifications and Experience
	▶	Senior leadership experience as former CEO	▶	Operations experience
	▶	Industry expertise	▶	Director of other public companies
	▶	Risk management experience
	Career Highlights:
	▶	Dean, Mewbourne College of Earth & Energy at The University of Oklahoma (since 2015)
	▶	CEO (2009-2014) and member of the board of directors (2012-2015) of Access Midstream Partners L.P., a gathering and processing master limited partnership
Independent Director Age: 60 Director since: 2017 MPC Board Committees: Audit Corporate Governance and Nominating
	▶	Nearly 30 years’ service in positions of increasing responsibility at ConocoPhillips and its predecessor companies, including as President of ConocoPhillips Qatar (2003-2008)
	Current Public Company Directorships: U.S. Silica Holdings, Inc. (since 2013); Spartan Energy Acquisition Corp. (since 2018); MPLX GP LLC (since 2018)
	Past Public Company Directorships: Access Midstream Partners GP, L.L.C. (2012-2015); MarkWest Energy GP L.L.C. (2015); SandRidge Energy, Inc. (2015-2016); Williams Partners GP LLC (2015)
	Education: Bachelor of Science in Chemical Engineering, The University of Oklahoma; Master of Science in Business, Stanford University; Doctor of Education in Organizational Leadership, The George Washington University

6 Marathon Petroleum Corporation

PROPOSAL 2. ELECTION OF DIRECTORS

John P. Surma
Retired Chairman and CEO, United States Steel Corporation
	Key Qualifications and Experience
	▶	Senior leadership experience as former CEO	▶	Operations experience
	▶	Financial expertise	▶	Government/regulatory experience
	▶	Industry expertise	▶	Director of other public companies
	▶	Risk management experience
	Career Highlights:
	▶	CEO (2004-2013) and Executive Chairman (2006-2013) of United States Steel Corporation; President and Chief Operating Officer (2003-2004); Vice Chairman and CFO (2002-2003)
Independent Director Age: 65 Director since: 2011 MPC Board Committees: Audit Corporate Governance and Nominating (Chair)
	▶	Executive roles at Marathon Oil Corporation (1997-2001), including President, Speedway SuperAmerica LLC and President, Marathon Ashland Petroleum
	▶	Price Waterhouse LLP (1976-1997), admitted to the partnership in 1987
	Current Public Company Directorships: Concho Resources Inc.* (since 2014); Trane Technologies plc (formerly Ingersoll-Rand plc) (since 2013); MPLX GP LLC (since 2012); Public Service Enterprise Group Inc. (since 2019)
	Past Public Company Directorships: United States Steel Corporation (2001-2013)
	Education: Bachelor of Science in Accounting, Pennsylvania State University
	Other Professional Experience and Community Involvement:
	▶	Appointed by President Barack Obama to the President’s Advisory Committee for Trade Policy and Negotiations (2010-2014), served as Vice Chairman
	▶	Former Chair, board of the Federal Reserve Bank of Cleveland
* Mr. Surma is presently serving his last term on the Concho Resources Inc. board and will not stand for reelection in 2020.	▶	Executive Staff Assistant to the Federal Reserve Board’s Vice Chairman, as part of the President’s Executive Exchange Program in Washington, D.C. (1983)
	▶	Member, board of the University of Pittsburgh Medical Center; former Chairman, board of the National Safety Council

Susan Tomasky
Retired President of AEP Transmission, a business division of American Electric Power Co.
	Key Qualifications and Experience
	▶	Senior leadership experience	▶	Government/regulatory experience
	▶	Financial expertise	▶	Director of other public companies
	▶	Risk management experience
	Career Highlights:
	▶	President of AEP Transmission, a division of American Electric Power Co., Inc. (2008-2011)
	▶	Various executive officer positions at American Electric Power Co., including Executive Vice President and General Counsel (1998-2001), Executive Vice President of Finance and CFO (2001-2006), and Executive Vice President of Shared Services (2006-2008)
Independent Director Age: 66 Director since: 2018 MPC Board Committees: Audit (Chair) Sustainability
	▶	Former Partner in the Energy Group at Hogan & Hartson (now Hogan Lovells), a law firm
	▶	General Counsel, Federal Energy Regulatory Commission (1993-1997)
	Current Public Company Directorships: Public Service Enterprise Group Inc. (since 2012)
	Past Public Company Directorships: Summit Midstream Partners GP, LLC (2012-2018); Andeavor (2011-2018), including service as Lead Director (2014-2018)
	Education: Bachelor of Liberal Arts, University of Kentucky; Juris Doctor, The George Washington University Law School
	Other Professional Experience and Community Involvement:
	▶	Member, Board of Trustees, Kenyon College
	▶	Former Director, board of the Federal Reserve Bank of Cleveland
	▶	Advisory Board member, Fidelity Equity and High Income Mutual Fund Board of Trustees

2020 Proxy Statement 7

PROPOSAL 2. ELECTION OF DIRECTORS

Continuing Class I Directors—Current Terms Expire in 2021

Abdulaziz F. Alkhayyal
Retired Senior Vice President, Industrial Relations, Saudi Aramco
	Key Qualifications and Experience
	▶	Senior leadership experience	▶	Operations experience
	▶	Industry expertise	▶	Director of other public companies
	▶	Risk management experience
	Career Highlights:
	▶	Senior Vice President of Industrial Relations (2007-2014), Senior Vice President of Refining, Marketing and International (2001-2007), Senior Vice President, International Operations (2000-2001) of Saudi Arabian Oil Company (Saudi Aramco)
Independent Director Age: 66 Director since: 2016 MPC Board Committees: Audit Compensation and Organization Development Sustainability (Chair)
	▶	Thirty-three year career at Saudi Aramco beginning in various field positions and progressing through management roles of increasing responsibility
	Current Public Company Directorships: Halliburton Company (since 2014)
	Past Public Company Directorships: None
	Education: Bachelor of Science in Mechanical Engineering, University of California, Irvine; Master of Business Administration, University of California, Irvine; Advanced Management Program, University of Pennsylvania
	Other Professional Experience and Community Involvement:
	▶	Member, Board of Directors, Saudi Electricity Company (since 2018)
	▶	Member, Board of Directors, National Gas & Industrialization Company (since 2019)
	▶	Member, Board of Directors for the International Youth Foundation

Jonathan Z. Cohen
Chairman and CEO, Hepco Capital Management, LLC
	Key Qualifications and Experience
	▶	Senior leadership experience as former CEO	▶	Risk management experience
	▶	Industry expertise	▶	Director of other public companies
	Career Highlights:
	▶	Chairman and CEO of Hepco Capital Management, a private family investment firm (since 2016)
	▶	Chairman of the Board (since 2018) and CEO (2017-2018), Falcon Minerals Corporation, a mineral rights acquisition and management company; Founder and CEO of its predecessor, Osprey Energy Acquisition Corp. (2016-2018); Co-Executive Chairman of Osprey Technology Acquisition Corp. (since 2019)
Independent Director Age: 49 Director since: 2019
	▶	President (2003-2016) and CEO (2004-2016), Resource America, Inc., an asset management company
	▶	Co-founder and various executive roles at Atlas Pipeline Partners, LP and Atlas Energy, Inc.
	Current Public Company Directorships: Falcon Minerals Corporation (since 2017); Atlas Energy Group, LLC (since 2012); Titan Energy, LLC (since 2016)
	Past Public Company Directorships:Energen Corporation (2018)
	Education: Bachelor of Arts, University of Pennsylvania; Juris Doctor, American University School of Law
	Other Professional Experience and Community Involvement:
	▶	Co-founder, Castine Capital Management, LLC
	▶	Chairman, Executive Committee, Lincoln Center Theater
	▶	Trustee, East Harlem School; Trustee, Arete Foundation; Trustee, American School of Classical Studies in Athens, Greece

8 Marathon Petroleum Corporation

PROPOSAL 2. ELECTION OF DIRECTORS

James E. Rohr
Retired Chairman and CEO, The PNC Financial Services Group, Inc.
	Key Qualifications and Experience
	▶	Senior leadership experience as former CEO	▶	Risk management experience
	▶	Financial expertise	▶	Director of other public companies
	Career Highlights:
	▶	Chairman and CEO (2000-2013) and Executive Chairman (2013-2014) of The PNC Financial Services Group, Inc.
	▶	Over 40 years at The PNC Financial Services Group, Inc. in various roles of increasing responsibility; oversaw PNC’s expansion into new markets and led PNC to record growth
Lead Independent Director Age: 71 Director since: 2013 MPC Board Committees: Audit Compensation and Organization Development (Chair)
	Current Public Company Directorships: Allegheny Technologies Incorporated (since 1996)
	Past Public Company Directorships: General Electric Company (2013-2018); BlackRock, Inc. (1999-2014); The PNC Financial Services Group, Inc. (1990-2014); EQT Corporation (1996-2019), including service as Chairman (2018-2019)
	Education: Bachelor of Arts, University of Notre Dame; Master of Business Administration, The Ohio State University
	Other Professional Experience and Community Involvement:
	▶	Member, Board of Directors, ECHO Realty, L.P.
	▶	Member, Board of Directors, The Heinz Endowments
	▶	Chairman, Board of Trustees, Carnegie Mellon University
	▶	Member, Board of Trustees, University of Notre Dame

2020 Proxy Statement 9

PROPOSAL 2. ELECTION OF DIRECTORS

Continuing Class II Directors—Current Terms Expire in 2022

Evan Bayh
Senior Advisor, Apollo Global Management
	Key Qualifications and Experience
	▶	Senior leadership experience in government	▶	Government/regulatory experience
	▶	Financial expertise	▶	Director of other public companies
	▶	Risk management experience
	Career Highlights:
	▶	Senior Advisor, Apollo Global Management, a private equity firm (since 2011)
	▶	U.S. Senator (1999-2011); served on a number of committees, including Banking, Housing and Urban Affairs; Armed Services; Energy and Natural Resources; Select Committee on Intelligence; Small Business and Entrepreneurship; Special Committee on Aging; chaired the International Trade and Finance Subcommittee
Independent Director Age: 64 Director since: 2011 MPC Board Committees: Audit Corporate Governance and Nominating
	▶	Governor of the State of Indiana (1989-1997); Secretary of State (1986-1989)
	▶	Senior Advisor and Of Counsel, Cozen O’Connor Public Strategies, a law firm (2018-2019)
	▶	Partner, McGuireWoods LLP, a global diversified law firm (2011-2018)
	Current Public Company Directorships: Berry Global Group, Inc. (since 2011); Fifth Third Bancorp (since 2011); RLJ Lodging Trust (since 2011)
	Past Public Company Directorships: None
	Education: Bachelor of Science in Business Economics, Indiana University; Juris Doctor, University of Virginia

Charles E. Bunch
Retired Chairman and CEO, PPG Industries
	Key Qualifications and Experience
	▶	Senior leadership experience as former CEO	▶	Operations experience
	▶	Financial expertise	▶	Director of other public companies
	▶	Risk management experience
	Career Highlights:
	▶	Chairman and CEO (2005-2015) and Executive Chairman (2015-2016) of PPG Industries, Inc. a global supplier of paints and coatings
Independent Director Age: 70 Director since: 2015 MPC Board Committees: Compensation and Organization Development Corporate Governance and Nominating	▶	President, Chief Operating Officer and board member of PPG Industries (2002-2005)
	▶	Thirty-six year career at PPG Industries, serving in various roles in finance and planning, marketing and general management in the United States and Europe, including as Senior Vice President of Strategic Planning and Corporate Services and Executive Vice President, Coatings
	Current Public Company Directorships: ConocoPhillips (since 2014); Mondelez International, Inc. (since 2016); The PNC Financial Services Group, Inc. (since 2007)
	Past Public Company Directorships: H.J. Heinz Company (2003-2013); PPG Industries, Inc. (2002-2016)
	Education: Bachelor of Science in International Affairs, Georgetown University; Master of Business Administration, Harvard University Graduate School of Business Administration
	Other Professional Experience and Community Involvement:
	▶	Former Chairman, board of the Federal Reserve Bank of Cleveland

10 Marathon Petroleum Corporation

PROPOSAL 2. ELECTION OF DIRECTORS

Edward G. Galante
Retired Senior Vice President and Member of the Management Committee, Exxon Mobil Corporation
	Key Qualifications and Experience
	▶	Senior leadership experience	▶	Operations experience
	▶	Industry expertise	▶	Director of other public companies
	▶	Risk management experience
	Career Highlights:
	▶	Senior Vice President and Management Committee member of Exxon Mobil Corporation (2001-2006)
Independent Director Age: 69 Director since: 2018 MPC Board Committees: Compensation and Organization Development Sustainability	▶	More than 30 years at Exxon Mobil Corporation in roles of increasing responsibility, including Executive Vice President of ExxonMobil Chemical Company (1999-2001)
	Current Public Company Directorships: Celanese Corporation (since 2013), Lead Director (since 2016); Clean Harbors, Inc. (since 2010); Linde PLC (since 2018)
	Past Public Company Directorships: Andeavor (2016-2018); Praxair, Inc. (2007-2018); Foster Wheeler AG (2008-2014)
	Education: Bachelor of Science in Civil Engineering, Northeastern University
	Other Professional Experience and Community Involvement:
	▶	Member, Board of Directors, United Way Foundation of Metropolitan Dallas
	▶	Vice Chairman, Board of Trustees, Northeastern University

Kim K.W. Rucker
Former Executive Vice President, General Counsel and Secretary, Andeavor
	Key Qualifications and Experience
	▶	Senior leadership experience	▶	Government/regulatory experience
	▶	Industry expertise	▶	Director of other public companies
	▶	Risk management experience
	Career Highlights:
	▶	Executive Vice President, General Counsel and Secretary of Andeavor (2016-2018); Executive Vice President and General Counsel of Tesoro Logistics GP, LLC (2016-2018)
Independent Director Age: 53 Director since: 2018 MPC Board Committees: Sustainability	▶	Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary of Kraft Foods Group, Inc., a grocery manufacturing and processing company (2012-2015)
	▶	Senior Vice President, General Counsel and Chief Compliance Officer (2008-2012) and Corporate Secretary (2009-2012) of Avon Products, Inc.
	▶	Senior Vice President, Corporate Secretary and Chief Governance Officer of Energy Future Holdings Corp. (formerly TXU Corp.) (2004-2008)
	▶	Former Partner in the Corporate & Securities group at Sidley Austin LLP, a law firm
	Current Public Company Directorships: Celanese Corporation (since 2018); Lennox International Inc. (since 2015)
	Past Public Company Directorships: None
	Education: Bachelor of Arts in Economics, University of Iowa; Juris Doctor, Harvard Law School; Master in Public Policy, John F. Kennedy School of Government at Harvard University
	Other Professional Experience and Community Involvement:
	▶	Member, Board of Trustees, Johns Hopkins Medicine
	▶	Member, Board of Directors, Haven for Hope

2020 Proxy Statement 11

CORPORATE GOVERNANCE

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/CEO and Lead Director.

The Board believes that it, as a whole, should possess a 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. The Corporate Governance and Nominating Committee also develops and maintains a long-term plan for Board composition that takes into consideration the current strengths, skills and experience of members of the Board, 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 may also consider candidates recommended by shareholders. Shareholder candidates will be evaluated in accordance with the criteria for director selection described herein. See “Proxy Access” below for more information on the proxy access provision of our Bylaws and “FAQs About Voting and the Annual Meeting” for instructions on how shareholders may submit director nominations for our 2021 annual meeting in accordance with our Bylaws.

Mr. Galante and Mses. Rucker and Tomasky were appointed to the Board effective October 1, 2018, pursuant to the terms of the merger agreement whereby we acquired Andeavor. Mr. Cohen was appointed to the Board effective December 16, 2019, pursuant to an agreement with Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc. dated December 15, 2019.

Director Independence

No director is deemed to be independent unless the Board affirmatively determines that the director 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 New York Stock Exchange (“NYSE”) and applicable Securities and Exchange Commission (“SEC”) rules. The Board determines director independence at least annually, considering all relevant facts and circumstances including, without limitation:

▶ Transactions between the director and us directly, immediate family members of the director or organizations with which the director is affiliated, including those further discussed under “Related Party Transactions” below;

▶ 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.

	The Board has affirmatively determined that the following directors are independent:
	Abdulaziz F. Alkhayyal	Steven A. Davis	J. Michael Stice
	Evan Bayh	Edward G. Galante	John P. Surma
	Charles E. Bunch	James E. Rohr	Susan Tomasky
	Jonathan Z. Cohen	Kim K.W. Rucker
	Mr. Heminger, who currently serves as our Chairman and CEO, and Mr. Goff, who served as our Executive Vice Chairman during 2019, were not considered to be independent.
11independent directors

12 Marathon Petroleum Corporation

CORPORATE GOVERNANCE

Director Skills and Experience

In evaluating director candidates and recommending incumbent directors for renomination, the Corporate Governance and Nominating Committee considers a variety of factors, including each nominee’s independence, personal and professional accomplishments, integrity and judgment, record of public service and ability to devote sufficient time to our affairs. In addition to these fundamental requirements, our directors represent a diverse range of critical skills, experience and perspectives that contribute to sound governance and effective oversight of our operations, risks and long-term strategy. The most important of these are:

Senior Leadership Experience We believe directors with experience in significant leadership positions bring the qualifications and skills to oversee and develop our strategy to drive long-term value. They also possess strong abilities to motivate and retain individual leaders and to identify and develop leadership qualities in others.
Financial Expertise Financial and audit expertise, particularly knowledge of finance and financial reporting processes, is critical to understanding and evaluating our capital structure and overseeing the preparation of our financial statements and internal control over financial reporting.
Industry Expertise Directors with leadership and operational experience in the energy industry, particularly in the areas of petroleum refining, logistics operations and retail sales, bring practical understanding of our business and effective oversight in implementing our strategy.
Risk Management Experience Directors with experience managing risk bring skills critical to the Board’s oversight of our risk assessment and risk management programs.
Operations Experience Directors with operations experience bring a practical understanding of developing, implementing and addressing our business strategy and development plan.
Government/Regulatory Experience As we operate in a heavily regulated industry that is directly affected by governmental requirements, directors with experience in governmental affairs, regulation and policy bring knowledge helpful to navigating these complex issues.
Corporate Governance and Public Company Board Service Directors who have served on other public company boards have experience overseeing and providing insight and guidance to management and bring knowledge critical to the governance of our organization.

Specific information about the key qualifications and experience of each director can be found beginning on

page 6 under “Proposal 2. Election of Directors.”

2020 Proxy Statement 13

CORPORATE GOVERNANCE

Board Diversity

The Board is committed to diversity, as it believes that having a variety of perspectives contributes to more effective oversight and decision-making. Our Corporate Governance Principles emphasize the importance of diversity of director backgrounds and experiences. The Board amended our Corporate Governance Principles in January 2018 to expressly affirm its commitment to actively seek in its director selection efforts women candidates and candidates of diverse ethnic and racial backgrounds who possess the skills and characteristics identified within our Corporate Governance Principles.

Proxy Access

Proxy access refers to the right of shareholders meeting certain ownership criteria to nominate director candidates for inclusion in the Company’s proxy materials for its annual meeting. Our Board amended our Bylaws in February 2016 to provide proxy access to our shareholders. This decision followed a careful evaluation of shareholder views, evolving practices, relevant academic research, the potential impact on the Company and proxy access frameworks adopted by other companies. Following are the key terms of our proxy access Bylaw provision:

u	u	u
Any shareholder, or group of up to	May nominate and include in our proxy	Provided that the shareholder(s) and
20 shareholders, maintaining	materials director nominees constituting	nominee(s) satisfy the requirements
continuous ownership of at least 3%	up to the greater of 2nominees or	specified in our Bylaws
of our outstanding common stock for	20% (rounded down) of the number of
at least 3 years	directors serving on the Board

Board Refreshment

The Board is committed to board refreshment to strike a balance between retaining directors with deep knowledge of the Company and adding directors with a fresh perspective. Underpinning this commitment to board refreshment, our Corporate Governance Principles implement a mandatory retirement age for directors. Directors may not stand for reelection once they reach age 72.

The Board has undergone significant refreshment, with 5 of our 12 current directors joining the Board since 2017. These new directors were deliberately selected for their deeply relevant skill sets and their ability to guide our strategy, provide effective oversight and effectively represent our shareholders’ interests.

Majority Voting for Directors

Our Bylaws include a majority vote standard for director elections, which requires that a nominee for director in an uncontested election receive a majority of votes cast at a stockholder 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.

14 Marathon Petroleum Corporation

CORPORATE GOVERNANCE

How the Board Conducts Its Business

Board Leadership Structure

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 positions of Chairman and CEO. When the Board has elected the CEO as Chairman, the independent directors have also elected a Lead Director from among themselves.

Throughout our history as a public company, the Board has selected the leadership structure it determined was best at the time. From 2011, when we became a public company, to 2016, the Board was led by an independent Chairman, because the Board determined that was the best leadership structure given the Company’s circumstances at that time. More recently, from 2016 and until the conclusion of the Annual Meeting, our current CEO, Mr. Heminger, has served as Chairman. The Board believes Mr. Heminger has been in the best position during this time to lead the Board due to his unique and in-depth knowledge of the history and growth of our Company, coupled with his industry expertise in key areas of strategic importance to our business. 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.

	Role of the Lead Director
The Lead Director is an independent director, elected by the independent members of the Board. Mr. Rohr has served as the Board’s Lead Director since 2018.
The Lead Director has the following key authorities and responsibilities:
▶	Serving as the principal liaison between the Chairman/CEO and the independent directors.
▶	Consulting with the Chairman/CEO on and approving meeting agendas, schedules and information sent to the Board.
▶	The authority to call meetings of the independent directors.
▶	Presiding over all meetings of the Board in the Chairman/CEO’s absence, including executive sessions.
▶	Providing leadership to the Board in any situation where the Chairman and CEO roles may be perceived to be in conflict.
▶	Directly communicating with significant shareholders, as appropriate.

Board Meetings and Attendance
The Board met 14 times in 2019. Average director attendance at all Board and committee meetings in 2019 was 97%. Each of our directors attended at least 75% of the meetings of the Board and committees on which he or she served in 2019.	2019 Board and Committee Meeting Attendance
Our Corporate Governance Principles provide that the non-employee directors of the Board will hold regular executive sessions presided over by the Lead Director. The non-employee directors held 11 executive sessions in 2019.
All directors are expected to attend the Annual Meeting. All members of the Board attended the Annual Meeting of Shareholders held on April 24, 2019.

2020 Proxy Statement 15

CORPORATE GOVERNANCE

Board Committees

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

Audit Committee
Members: Susan Tomasky, Chair* Abdulaziz F. Alkhayyal Evan Bayh James E. Rohr J. Michael Stice John P. Surma* Meetings in 2019: 7	Primary Responsibilities:
	▶	Appoints, compensates and oversees the performance of the independent auditor, including approval of all services to be performed by the auditor.
	▶	Reviews with management, the independent auditor and our internal auditors the integrity of our disclosure controls and procedures, annual and quarterly financial statements and internal controls over financial reporting.
	▶	Oversees the internal audit function, including its structure and budget, and the performance and compensation of the chief audit executive.
	▶	Reviews with management significant corporate risk exposures and risk mitigation efforts.
	▶	Reviews and assesses the effectiveness of our information technology controls relating to business continuity, data privacy and cybersecurity.
	▶	Monitors our compliance with legal and regulatory requirements, our Code of Business Conduct, Code of Ethics for Senior Financial Officers and Whistleblowing as to Accounting Matters Policy.
* Audit Committee Financial Expert	▶	Has authority to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company, and to retain independent legal, accounting, or other advisors or consultants.
Compensation and Organization Development Committee
Members: James E. Rohr, Chair Abdulaziz F. Alkhayyal Charles E. Bunch Steven A. Davis Edward G. Galante Meetings in 2019: 5	Primary Responsibilities:
	▶	Sets compensation for the CEO, incorporating relevant goals and objectives, and evaluates the CEO’s performance.
	▶	Sets compensation for our other senior officers and reviews the succession plan for senior management.
	▶	Oversees our executive compensation policies, plans, programs and practices.
	▶	Certifies achievement of performance levels under our incentive compensation plans.
	Please see “Executive Compensation Discussion and Analysis” for additional information about the Compensation and Organization Development Committee.
Corporate Governance and Nominating Committee
Members: John P. Surma, Chair Evan Bayh Charles E. Bunch Steven A. Davis J. Michael Stice Meetings in 2019: 4	Primary Responsibilities:
	▶	Selects and recommends director candidates to the Board to be submitted for election at annual meetings and to fill any vacancies on the Board.
	▶	Recommends committee assignments to the Board.
	▶	Monitors our corporate governance practices and recommends to the Board appropriate corporate governance policies and procedures for our Company.
	▶	Reviews and recommends to the Board compensation for our non-employee directors.
	▶	Reviews political contributions, lobbying expenditures and payments to certain trade associations.
	▶	Oversees the evaluation of the Board.

16 Marathon Petroleum Corporation

CORPORATE GOVERNANCE

Sustainability Committee
Members: Abdulaziz F. Alkhayyal, Chair Edward G. Galante Gregory J. Goff* Gary R. Heminger Kim K.W. Rucker Susan Tomasky Meetings in 2019: 3	Primary Responsibilities:
	▶	Oversees our health, environmental, safety and security policies, plans, programs and practices, and reviews our performance and public reporting on these matters.
	▶	Reviews our Perspectives on Climate-Related Scenarios report and our Sustainability Report.
	▶	Oversees management’s efforts on contingency planning and emergency response activities.
	▶	Monitors our engagement with stakeholders on health, environmental, safety and security matters.
* Retired from the Board effective December 16, 2019.

The Board has determined that each member of the Audit, Compensation and Organization Development and Corporate Governance and Nominating Committees meets the applicable SEC and NYSE independence requirements. The Board has determined that each member of the Audit Committee is financially literate. No member of the Audit Committee serves on the audit committees of more than three public companies, including ours. As Chairman, Mr. Heminger attends, but does not vote in, Audit, Compensation and Organization Development, and Corporate Governance and Nominating Committee meetings. He does not attend Board or committee executive sessions of non-management directors.

In addition to these four standing committees, the Board maintains an Executive Committee, which meets as necessary to address matters that arise between meetings of the Board and may exercise the powers and authority of the Board subject to specific limitations consistent with our Bylaws and applicable law. For 2019, this committee was comprised of the Chairman/CEO and the independent Lead Director. Effective with the conclusion of the Annual Meeting, this committee will be comprised of the CEO, the Chairman (or the independent Lead Director if the role of Chairman is held by the CEO) and the Chair of each of the Board’s four standing committees.

In 2019, the Board formed three special committees:

▶ The Speedway Transaction Committee, formed to oversee the announced separation of our Speedway business, is chaired by Mr. Surma and met four times in 2019.

▶ The Midstream Review Committee, formed to evaluate strategies to enhance shareholder value through a review of our Midstream business, is chaired by Mr. Stice and met four times in 2019.

▶ The CEO Search Committee, formed to lead the search for our new CEO, is chaired by Mr. Galante and met two times in 2019.

Effective with the conclusion of the Annual Meeting, Mr. Bayh will transition from service as a member of the Audit Committee to service as a member of the Sustainability Committee.

		Find more online
Each of the Board’s four standing committees operates under a written charter adopted by the Board. These charters can be found on the “Corporate Governance” page of our website at www.marathonpetroleum.com/About/Board-of-Directors/. Each charter requires the applicable committee to annually assess and report to the Board on the adequacy of its charter.

2020 Proxy Statement 17

CORPORATE GOVERNANCE

Board Evaluations

Our Corporate Governance Principles provide for a robust annual Board, committee and individual director evaluation process.

1.	Written Evaluations and Analysis
	▶	Each director completes a detailed survey designed to assess the effectiveness of both the Board as a whole and the committees on which he or she serves. The survey seeks feedback on, among other things, Board and committee composition and organization, the frequency and content of Board and committee meetings, the quality of management presentations to the Board and its committees, the Board’s relationship to senior management and the performance of the Board and its committees in light of the responsibilities of each body as established in our Corporate Governance Principles and the respective committee charters.
	▶	Each director reviews the Corporate Governance Principles and the charter of each committee on which he or she serves, and offers comments and revision suggestions as deemed appropriate.
2.	Review and Discussion
	▶	Summary reports of survey results are compiled and provided to all directors.
	▶	Our Chairman/CEO and Lead Director lead a discussion of survey results with all of the directors as a group.
	▶	Each committee Chair leads a discussion of committee results at a committee meeting.
3.	Individual Evaluations
	▶	We recently amended our Corporate Governance Principles to provide for, commencing in 2020, an enhanced process that will involve the Chairman (or Lead Director, if appointed) and the Chair of the Corporate Governance and Nominating Committee meeting with each director whose term expires at the next annual meeting to discuss his or her individual performance.

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 independent Lead Director.

Mail
Communications may be sent by regular mail to our principal executive offices, to the attention of the 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 Committee Chair: sustainabilitychair@marathonpetroleum.com

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

18 Marathon Petroleum Corporation

CORPORATE GOVERNANCE

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.

		Board of Directors
			The Board, which has the ultimate responsibility for, and is actively engaged in, overseeing the Company’s risk:
			▶	Reviews strategic risks annually at a designated strategy meeting and on an ongoing basis throughout the year.
			▶	Delegates responsibility for managing certain types of risk to its committees, which report regularly to the Board on activities in their individual areas of oversight.
	⇵			⇵	⇵	⇵
	Audit Committee			Compensation and Organization Development Committee	Corporate Governance and Nominating Committee	Sustainability Committee
	Oversees risks associated with financial and accounting matters, as well as those related to financial reporting. Monitors compliance with regulatory requirements and internal control systems. Oversees our enterprise risk management process. Oversees business continuity, data privacy and cybersecurity risks.			Oversees risks associated with our compensation programs, plans and policies to ensure they do not encourage excessive risk-taking. Oversees our management succession planning process, as well as risks associated with talent management and human capital management.	Oversees the management of risks associated with corporate governance matters, including director independence, Board composition and succession and Board effectiveness. Reviews political contributions and lobbying expenditures. Oversees engagement with our shareholders.	Oversees risks associated with sustainability and climate change policy. Reviews and assesses the effectiveness of health, environment, safety and security (“HES&S”) programs, performance metrics and audits. Reviews management’s report on contingency planning and emergency response activities. Monitors stakeholder concerns related to HES&S matters.
	↑			↑	↑	↑
		Management
			Our senior management has day-to-day responsibility for:
			▶	Identifying and assessing the major risks to our Company through our enterprise risk management process.
			▶	Implementing effective risk mitigation plans, processes and controls.
			Management meets routinely on these matters and regularly reports to the Board and its committees throughout the year.

Our senior management team has developed a strong enterprise risk management (“ERM”) process for identifying, assessing and managing risk. This process is sponsored by our Chairman/CEO and our Executive Vice President and Chief Financial Officer, led by our enterprise risk manager, and supported by officers and senior managers responsible for working across the business to manage enterprise level risks and identify emerging risks. These leaders meet routinely and provide regular updates to our Board and its committees throughout the year. 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, environmental, social, political and reputational matters.

2020 Proxy Statement 19

CORPORATE GOVERNANCE

Executive Succession Planning

The Board believes that thoughtful succession planning is critical to creating long-term shareholder value. The Compensation and Organization Development Committee oversees the executive succession planning process to ensure the identification and development of future leaders, to avoid the adverse effects caused by vacancies in key leadership positions and to facilitate the execution of our long-term strategy. The Compensation and Organization Development Committee believes its succession process provides the lead time necessary to train, develop or recruit executives capable of filling key roles, including our named executive officers, within the Company when the need arises. The Compensation and Organization Development Committee typically meets with the full Board at least annually to discuss succession of our leadership. During these meetings the Compensation and Organization Development Committee:

1.	Identifies key roles (based on business impact and retention risk).
2.	Assesses likely and possible successors for these roles, including their ability to reinforce our high-performing culture and promote our values including: Safety & Environmental Stewardship, Integrity, Respect, Inclusion and Collaboration.
3.	Evaluates the readiness of succession candidates, including training and development needs.

In October 2019, the Board formed a special committee, chaired by Mr. Galante, to lead our search for the best qualified individual to assume the role of our CEO upon Mr. Heminger’s planned retirement at the conclusion of the Annual Meeting.

Corporate Responsibility and Sustainability

We believe that doing the right thing is the right way to conduct our business. Our commitment to corporate responsibility means being accountable for our actions to a broad range of stakeholders: our shareholders, employees, business partners, customers, communities, the government and others who have a stake in how we operate. We believe that promoting sustainable social, environmental and economic benefits wherever we operate creates long-term value for our Company, its shareholders and the communities where we work and live.

Our Core Values

Our core values are vital to our financial performance and to our corporate image and reputation. Under the Board’s guidance and supervision, we pursue the highest standards of corporate responsibility by embedding these core values into our corporate responsibility policies, practices and programs.

Safety & Environmental Stewardship
	Protecting our people and the world we all share has been and remains a priority to MPC. We aim for an accident-free, incident-free workplace to ensure everyone goes home safely, every day. We are committed to safe and environmentally responsible operations to protect the health and safety of our employees, contractors and communities.
Integrity
	Integrity at MPC is more than the business conduct policies and procedures we follow. We set high expectations for ourselves and build trust in each other, with business partners, shareholders and the communities where we work and live. We say what we’re going to do – and then do it.
Respect
	Respect is built upon the principle that every one of us is valuable and contributes toward achieving our vision. We treat everyone professionally, with courtesy, honesty and trust. We consider how other people’s ideas can improve what we do, and we encourage everyone to openly share their perspectives, ideas and concerns.
Inclusion
	We value diversity in culture, background, perspective and experiences. We strive to provide our employees with a collaborative, supportive and inclusive work environment where they can maximize their full potential for personal and business success. This happens when our employees, contractors and other stakeholders feel valued themselves, and value others for who they are.
Collaboration
	We are a company of driven, accomplished professionals who are more than the sum of their training and experience. We actively partner with our communities, governments and business partners to find and create shared values, making a positive difference together. We foster constructive, solution-oriented dialogues; we genuinely listen to one another and seek out perspectives different from our own.

20 Marathon Petroleum Corporation

CORPORATE GOVERNANCE

Sustainability and Climate Scenarios Reporting
	The Sustainability Committee is committed to being transparent about how we pursue our business objectives and manage the risks inherent to energy-sector companies such as ours. The Committee oversees our health, environmental, safety and security policies, practices and programs, and reviews our performance and public reporting on these matters. Since 2011, we have published an annual Sustainability Report (previously the Citizenship Report), highlighting our commitment to our values, our communities and environmental stewardship. This report has been developed in accordance with the International Petroleum Industry Environmental Conservation Association (IPIECA) Sustainability Reporting Guidance.
	We also publish an annual Perspectives on Climate-Related Scenarios report, which provides a detailed look at the Board’s risk management oversight, climate-related scenario analyses, asset optimization and portfolio management, and concludes we are well positioned to remain successful into the future. We have modeled this report on the disclosures recommended by the Financial Stability Board’s Task Force on Climate-related Financial Disclosures and continue to enhance it each year based upon those recommendations.

MPC’s 2030 Greenhouse Gas Emissions Intensity Goal

Our commitment to environmental performance is long-standing, and we have been a leader in reducing greenhouse gas (GHG) emissions intensity. Our GHG emissions charts, which are available on our website, show the significant progress we have made on GHG emissions intensity over the past five years.

Demonstrating our continuing leadership in this area, we announced in early March that we have established a companywide goal of reducing our GHG emissions per barrel of oil equivalent (BOE) processed to 30% below 2014 levels by 2030. Our GHG emissions intensity reductions encompass Scope 1, defined as direct emissions from our operations—such as refineries, trucks, compressors and other equipment—as well as Scope 2, which are indirect emissions resulting from the electricity and steam we purchase to support our business activities. We will measure these GHG emissions reductions per BOE because we use a variety of feedstocks, including crude oil, natural gas and renewable feedstocks, such as soybean oil. BOE, a unit of measure defined by the U.S. federal government, allows these different throughputs to be measured on a common basis.

Our 2030 goal builds upon the business strategy we highlight in our Perspectives on Climate-Related Scenarios report, which has lowered our GHG emissions intensity by approximately 20% over the past five years. Additional focus areas to achieve the 2030 goal include expanding our energy efficiency program, reducing methane emissions and increasing our use of renewable energy. We are committed to reassessing this goal as achievements toward GHG emissions intensity reductions are realized.

To further promote the responsible, long-term growth of our business, the Compensation and Organization Development Committee has determined to link achievement of our GHG reduction goal to our executive compensation program. Our 2020 Annual Cash Bonus program includes a new Sustainability metric that combines a new GHG Intensity metric that measures our progress toward our GHG emissions intensity reduction goal together with a number of existing safety- and environmental-related metrics. See the Executive Summary in our “Executive Compensation Discussion and Analysis” below for further information about this new metric.

			Find more online
The “Corporate Citizenship” page of our website, at www.marathonpetroleum.com/Responsibility/Corporate-Citizenship/ offers a more comprehensive look at our corporate responsibility and sustainability policies, practices and procedures, as well as key disclosures including our:
▶	Sustainability Report		▶	Our GHG emissions charts
▶	Perspectives on Climate-Related Scenarios report

2020 Proxy Statement 21

CORPORATE GOVERNANCE

Political Engagement and Disclosure

We view our participation in the public policy process as essential to promoting our shareholders’ best interests. Because our industry is heavily regulated by federal, state and local governments, public policy developments can significantly affect our ability to meet the need for reliable, affordable transportation fuels and other petroleum products. Our political engagement efforts focus on maintaining a strong refining and marketing industry in the United States to meet the energy needs of consumers and protecting the value of our shareholders’ investments.

The Corporate Governance and Nominating Committee is committed to ensuring our exercise of political speech and involvement in the public policy process remains aligned with our shareholders’ interests. The Committee oversees and reviews our political contributions, lobbying expenditures and payments to trade associations that engage in lobbying activities.

			Find more online
The “Political Engagement and Disclosure” page of our website, at www.marathonpetroleum.com/Responsibility/Political-Engagement-and-Disclosure/ includes a more comprehensive description of the roles of the Corporate Governance and Nominating Committee and various organizations within the Company in overseeing and promoting compliance with our political activity policy.
This page includes a number of voluntary disclosures of interest to our shareholders and other stakeholders, including:
▶	A statement of philosophy and purpose that includes several embedded links, including to public sources of information
▶	A link to the Office of the Clerk of the U.S. House of Representatives database where our quarterly federal lobbying reports can be obtained via a search of “Marathon Petroleum”
▶	The states for which we have registered as a lobbyist employer or principal
▶	Itemized lists of corporate political contributions in an interactive map format
▶	Itemized lists of employee political action committee (PAC) contributions in an interactive map format
▶	A list of trade associations to which MPC or its subsidiaries paid annual dues in excess of $50,000 for 2019

22 Marathon Petroleum Corporation

CORPORATE GOVERNANCE

Director Compensation

The Board of Directors determines annual cash and equity retainers and other compensation for non-employee directors. Directors who are also our employees receive no compensation for their service on the Board.

Annual Retainers

Our non-employee directors received the following retainers for their service on the Board in 2019.

Role	Cash Retainer ($)	Equity Retainer ($)	Lead Director Retainer ($)	Committee Chair Retainer ($)	Total ($)
Lead Director	150,000	175,000	30,000	—	355,000
Audit Committee Chair	150,000	175,000	—	25,000	350,000
Compensation and Organization Development Committee Chair	150,000	175,000	—	20,000	345,000
Corporate Governance and Nominating Committee Chair	150,000	175,000	—	15,000	340,000
Sustainability Committee Chair	150,000	175,000	—	10,000	335,000
All Other Directors	150,000	175,000	—	—	325,000

The Cash Retainer is paid in equal installments on a quarterly basis. Non-employee directors may elect to defer up to 100% of their annual cash compensation into an unfunded account. This deferred cash account may be invested in certain notional investment options offered under the Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors, which options generally mirror the investment options offered to employees under the Marathon Petroleum Thrift Plan. Directors who defer cash compensation receive that cash in a lump sum following departure from the Board.

The Equity Retainer is granted in equal installments on a quarterly basis. The aggregate equity retainer for 2019 was comprised of 90% MPC restricted stock units (“RSUs”) (valued at $157,500) and 10% MPLX phantom units (valued at $17,500). Directors receive MPC dividend equivalents in the form of additional MPC RSUs and MPLX distribution equivalents in the form of additional MPLX phantom units. The MPC RSUs and MPLX phantom units, including those received as dividend and distribution equivalents, are deferred, payable in MPC common stock and MPLX common units only upon a director’s departure from the Board.

Special Committee Service

In 2019, the Board formed three special committees to: (i) oversee the announced separation of the Speedway business, (ii) evaluate strategies to enhance shareholder value through a review of our Midstream business, and (iii) lead the search for our new CEO. Each independent director served as a member of at least one special committee and received a special cash retainer of $25,000 in early 2020.

MPLX GP LLC Board Service

Messrs. Stice and Surma also serve on the board of MPLX GP LLC (“MPLX GP”), a wholly owned subsidiary of MPC and the general partner of MPLX. Each received an annual cash retainer (in the amount of $90,000) and a deferred equity award of MPLX phantom units (valued at $110,000) in additional compensation for this service in 2019. The annual cash retainer and deferred equity award are reflected in the “Fees Earned or Paid in Cash” and the “Stock Awards” columns, respectively, of the “2019 Director Compensation Table” below.

Matching Gifts Program

Under our matching gifts program, non-employee directors may elect to have us match up to $10,000 of their contributions to certain tax-exempt educational institutions each year. The annual limit is applied based on the date of the director’s gift to the institution. Due to processing delays, the actual amount paid out on behalf of a director may exceed $10,000 in a given year.

2020 Proxy Statement 23

CORPORATE GOVERNANCE

2019 Director Compensation Table

The following table shows compensation earned by or paid to our non-employee directors during 2019.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
Abdulaziz F. Alkhayyal	185,000	175,000	—	360,000
Evan Bayh	175,000	175,000	—	350,000
Charles E. Bunch	175,000	175,000	10,000	360,000
Jonathan Z. Cohen	31,522	7,609	—	39,131
Steven A. Davis	175,000	175,000	6,250	356,250
Edward G. Galante	175,000	175,000	10,000	360,000
James E. Rohr	225,000	175,000	10,000	410,000
Kim K.W. Rucker	175,000	175,000	—	350,000
J. Michael Stice	265,000	285,000	10,000	560,000	*
John P. Surma	280,000	285,000	20,000	585,000	*
Susan Tomasky	200,000	175,000	10,000	385,000

* The totals for Messrs. Stice and Surma include compensation for service on the MPLX GP board, as detailed below under “Fees Earned or Paid in Cash” and “Stock Awards.”

Fees Earned or Paid in Cash reflect (i) cash retainers earned for Board service in 2019, (ii) a special committee retainer of $25,000 for each director’s service on one or more Board special committees, and (iii) for each of Messrs. Stice and Surma, a $90,000 cash retainer for service to the MPLX GP board in 2019.

Stock Awards reflect the aggregate grant date fair value of MPC RSUs and MPLX phantom units, calculated in accordance with financial accounting standards. Non-employee directors generally received grants each quarter of MPC RSUs and MPLX phantom units valued at $39,375 and $4,375, respectively, based on the closing prices of MPC common stock and MPLX common units on each respective grant date. Mr. Cohen joined the Board effective December 16, 2019; his prorated award was comprised of MPC RSUs and MPLX phantom units valued at $6,848 and $761, respectively, based on the closing prices of MPC common stock and MPLX common units on the December 20, 2019 grant date. The amounts shown for each of Messrs. Stice and Surma also include $110,000 in MPLX phantom units (made in four quarterly grants, with grant date fair values of $27,500 per quarter based upon the closing prices of MPLX common units on the respective grant dates) for MPLX GP board service during 2019.

The following table shows the aggregate MPC RSUs and MPLX phantom units outstanding for each non-employee director as of December 31, 2019.

	Earned for MPC Board Service		Earned for MPLX GP Board Service
Name	MPC RSUs	MPLX Phantom Units	MPLX Phantom Units
Abdulaziz F. Alkhayyal	8,087	1,731	—
Evan Bayh	36,776	3,579	—
Charles E. Bunch	12,010	2,366	—
Jonathan Z. Cohen	111	29	—
Steven A. Davis	19,976	3,221	—
Edward G. Galante	3,165	720	—
James E. Rohr	19,976	3,221	—
Kim K.W. Rucker	3,165	720	—
J. Michael Stice	7,077	1,540	5,726
John P. Surma	36,776	3,579	19,192
Susan Tomasky	3,165	720	—

All Other Compensation reflects contributions made to educational institutions under our matching gifts program, as described above. This program is subject to an annual limit of $10,000; however, the actual amount paid out on behalf of a director may exceed $10,000 in a given year due to end-of-year processing delays.

24 Marathon Petroleum Corporation

Audit Matters

Auditor Fees and Services

Auditor Independence

Our Audit Committee has considered whether PricewaterhouseCoopers LLP is independent for purposes of providing external audit services to the Company and has determined that it is.

Auditor Fees

Aggregate fees for professional services rendered for the Company by PricewaterhouseCoopers LLP for the years ended December 31, 2019 and 2018 were ($ in thousands):

	2019	2018
Audit	10,933	11,623
Audit-Related	—	705
Tax	933	1,430
All Other	225	5
Total	12,091	13,763

Audit Fees for the years ended December 31, 2019 and 2018 were for professional services rendered for the audit of consolidated financial statements and internal controls over financial reporting; the performance of subsidiary, statutory and regulatory audits; the issuance of comfort letters; the provision of consents; and the review of documents filed with the SEC.

Audit-Related Fees for the year ended December 31, 2018 were for professional services rendered for an assessment of our information system implementation in 2018 and events not associated with the current-year audit.

Tax Fees for the years ended December 31, 2019 and December 31, 2018 were for professional services rendered for income tax compliance and consultation services, and to assist management in estimating MPLX income and deduction allocations to MPC. Tax Fees for the year ended December 31, 2018 also included professional services rendered for the preparation of IRS Schedule K-1 tax forms for ANDX unitholders.

All Other Fees for the year ended December 31, 2019 were for non-auditory advisory services and an accounting research and disclosure checklist software license. All Other Fees for the year ended December 31, 2018 were for an accounting research and disclosure checklist software license.

MPLX, a consolidated subsidiary of MPC, separately pays its own fees, which totaled $8.5 million for the year ended December 31, 2019, and $4.8 million for the year ended December 31, 2018.

Pre-Approval of Audit Services

Our Pre-Approval of Audit, Audit-Related, Tax and Permissible Non-Audit Services Policy sets forth the procedure for the Audit Committee to pre-approve all audit, audit-related, tax and permissible non-audit services, other than as provided under a de minimis exception. Our Chief Financial Officer annually presents the Audit Committee with a forecasted budget of audit, audit-related, tax and permissible non-audit services, and updates the Committee throughout the year as needed. The Audit Committee may pre-approve any services to be performed by our independent auditor up to 12 months in advance and may pre-approve services by specific categories pursuant to the forecasted budget.

For unbudgeted items, the Audit Committee has delegated pre-approval authority of up to $500,000 to the Committee’s Chair; such items are reported to the full Audit Committee at its next scheduled meeting.

In 2019 and 2018, our Audit Committee pre-approved all audit, audit-related, tax and permissible non-audit services pursuant to this policy and did not use the de minimis exception.

2020 Proxy Statement 25

PROPOSAL 3. RATIFY INDEPENDENT AUDITOR

Certain Hiring Guidelines

We have established Guidelines for Hiring of Employees or Former Employees of the Independent Auditor that ensure our compliance with applicable law and NYSE listing standards.

			Find more online
The following are available on the “Corporate Governance” page of our website, at www.marathonpetroleum.com/Investors/Corporate-Governance/:
▶	Pre-Approval of Audit, Audit-Related, Tax and Permissible Non-Audit Services Policy
▶	Guidelines for Hiring of Employees or Former Employees of the Independent Auditor

Audit Committee Report
The Audit Committee has reviewed and discussed with management MPC’s audited financial statements and its report on internal control over financial reporting for 2019. The Audit Committee discussed with the independent auditors, PricewaterhouseCoopers LLP, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements and the report on internal control over financial reporting for Marathon Petroleum Corporation be included in MPC’s Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the SEC.
	Audit Committee
	Susan Tomasky, Chair	Evan Bayh	J. Michael Stice
	Abdulaziz F. Alkhayyal	James E. Rohr	John P. Surma

Proposal 3. Ratify the Independent Auditor for 2020

▶ The Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020. We are submitting this appointment to our shareholders for ratification. ü The Board recommends a vote FOR this proposal.

Our Audit Committee is responsible for appointing, replacing, compensating and overseeing the work of the independent auditor. The Audit Committee has appointed PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditor to audit the Company’s books and accounts for the year ending December 31, 2020. As a matter of good corporate governance, the Board has directed that this appointment be submitted to our shareholders for ratification. If our shareholders do not ratify this appointment, our Audit Committee will reconsider whether to retain PricewaterhouseCoopers LLP. Even if the appointment is ratified, our Audit Committee may, in its discretion, direct the appointment of a different independent auditor at any time during the year if it determines such change would be in our best interests or in the best interests of our shareholders.

We expect representatives of PricewaterhouseCoopers LLP to be present at our Annual Meeting, with an opportunity to make a statement if they desire to do so, and to be available to respond to appropriate questions from our shareholders.

26 Marathon Petroleum Corporation

Executive Compensation Discussion and Analysis

In this Executive Compensation Discussion and Analysis (“CD&A”), we provide an overview of our compensation philosophy and objectives, and explain how and why the Compensation and Organization Development Committee made its 2019 compensation decisions for our named executive officers (our “NEOs”). We recommend that this section be read together with the tables and related disclosures in the “Executive Compensation Tables” section of this Proxy Statement.

Executive Summary	27	Executive Compensation Tables	46
How We Set Executive Compensation	31	2019 Summary Compensation Table	46
Executive Compensation Program	33	2019 Grants of Plan-Based Awards	48
Base Salary	34	Outstanding Equity Awards at 2019 Fiscal Year-End	50
Annual Cash Bonus Program	35	Option Exercises and Stock Vested in 2019	53
Long-Term Incentive Compensation Program	38	Post-Employment Benefits for 2019	54
Other Benefits	42	2019 Nonqualified Deferred Compensation	60
Compensation Governance	43	Potential Payments Upon Termination or Change in Control	63
Compensation and Organization Development Committee Report
	45	CEO Pay Ratio	66

Executive Summary

Named Executive Officers for2019

This CD&A focuses on the compensation for our NEOs, which for 2019 included our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), former CFO, and our three other most highly compensated executive officers serving at the end of 2019. Our NEOs for 2019 were:

Name	Title as of December 31, 2019
Gary R. Heminger	Chairman and Chief Executive Officer
Donald C. Templin	Executive Vice President and Chief Financial Officer (effective July 1, 2019); previously served as President, Refining, Marketing and Supply
Gregory J. Goff	Former Executive Vice Chairman (retired effective December 31, 2019)
Michael J. Hennigan	President and Chief Executive Officer, MPLX (effective November 1, 2019); previously served as President, MPLX
Timothy T. Griffith	President, Speedway LLC (effective July 1, 2019); previously served as Senior Vice President and Chief Financial Officer
Anthony R. Kenney	Former Executive Vice President, Speedway LLC (effective July 1, 2019; retired effective January 3, 2020); previously served as President, Speedway LLC

2020 Proxy Statement 27

EXECUTIVE COMPENSATION

Shareholder-Friendly Executive Compensation Practices

Our executive compensation program includes many shareholder-friendly features that align with contemporary governance practices, promote our pay-for-performance philosophy and mitigate risk to our shareholders. See “Compensation Governance” below for additional information about our compensation governance practices.

We Do:
ü	Cap annual cash bonus and performance unit payouts	ü	Limit business perquisites
ü	Grant a substantial portion of our long-term incentive awards based on relative total shareholder return	ü	Maintain significant stock ownership guidelines for NEOs
ü	Maintain “double trigger” change-in-control payout provisions for all long-term incentive awards	ü	Impose clawback provisions on both long-term incentive and short-term incentive awards
ü	Conduct an annual shareholder Say-on-Pay vote on NEO compensation	ü	Have an independent compensation consultant, retained directly by the Compensation and Organization Development Committee
ü	Require NEOs to hold all shares received under our incentive compensation plan for a minimum of one year after vesting
We Don’t:
û		û
	Guarantee minimum bonus payments to any of our executive officers		Allow the repricing of stock options without shareholder approval
û		û
	Pay dividends or dividend equivalents on unvested equity		Provide excise tax gross-up provisions with regard to any change in control of MPC
û		û
	Grant stock options below fair market value as of the grant date		Allow the hedging or pledging of MPC common stock by our directors, officers or certain employees

2019Company Performance Highlights

We achieved operational and commercial excellence in 2019, unlocking value for our shareholders through superior execution, innovation, strong financial discipline and a strong commitment to sustainability, all underpinned by our high-performing culture. Following are just a few of our performance highlights for 2019:

EARNINGS	OPERATIONS	DIVIDEND INCREASE	SHAREHOLDER VALUE
$2.6 billion	$5.6 billion	9.4%	$3.3 billion
Full-year earnings for 2019	Total income from operations for 2019	Announced an increase in our quarterly dividend, to $0.58 per share, in January 2020	Amount of capital returned in 2019, including $2.0 billion in share repurchases
SYNERGIES	INTEGRATION	SUSTAINABILITY	SUPERIOR EXECUTION
$1.1 billion	More than 700	Recognized	96%
Recurring and non-recurring synergies realized from the combination with Andeavor, well over first-year target of $600 million	Retail store conversions since Andeavor strategic combination in October 2018	Earned the U.S. Environmental Protection Agency’s ENERGY STAR Partner of the Year award, for the second year in a row	System utilization at our 16 refineries during 2019

28 Marathon Petroleum Corporation

EXECUTIVE COMPENSATION

Pay for Performance

The Compensation and Organization Development Committee believes our executive compensation programs create a strong link between our NEOs’ compensation and our performance relative to our peers. The following tables show our one-year, three-year and five-year total shareholder return (“TSR”), which in each case was at or above the median TSR of the performance unit peer group. We calculated TSR for purposes of these graphs using the same methodology and peer group that we use for our 2019 MPC performance unit awards. See “Executive Compensation Program—Long-Term Incentive Compensation Program” for more information on this methodology, and the narrative under the “Outstanding Equity Awards at 2019 Fiscal Year-End” table for a description of the peer group.

1 Year TSR Performance	3 Year TSR Performance	5 Year TSR Performance

CEO Compensation Increase* vs. TSR Performance
	We have realized a cumulative TSR of 242% since we were established as an independent company on June 30, 2011. During this time, Mr. Heminger’s compensation has increased overall by 76.5%, as shown in the table to the left.
	*     Does not include the annual change in actuarial present value of accumulated benefits under our retirement plans. See “Post-Employment Benefits for 2019” for more information about those amounts.

Shareholder Engagement and “Say-on-Pay” Voting Results

We regularly engage with our shareholders on a wide range of topics, including our executive compensation. Our shareholders have the opportunity each year to cast an advisory Say-on-Pay vote on our NEOs’ compensation.

At our 2019 Annual Meeting, our shareholders approved our named executive officer compensation

with approximately 93% of the vote.

The Compensation and Organization Development Committee believes this strong level of support affirms the design and objectives of our executive compensation program, and this support influenced its decision to maintain a consistent overall approach for 2019. We continue to maintain regular dialogue with a wide variety of investors on numerous topics, including our NEO compensation program. In an effort to be responsive to shareholder feedback, the Compensation and Organization Development Committee has added a new Sustainability metric to our Annual Cash Bonus program for 2020, as discussed further below. The addition of this metric reaffirms the Board’s strong commitment to sustainability and ensures that our executives are held accountable for operating our business in a responsible and sustainable manner.

Shareholder engagement and the outcome of our annual Say-on-Pay vote will continue to inform our future compensation decisions. Our shareholders have the opportunity to vote on our NEO compensation at the upcoming Annual Meeting. See Proposal 4 on page 67 of this Proxy Statement for more information on this advisory vote.