DEF 14A 1 a2021mpcproxystatement.htm DEF 14A Document

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
Filed by the Registrant
Check the appropriate box:
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¨    Soliciting Material Pursuant to §240.14a-12
Marathon Petroleum Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
Meeting Date:Meeting Time:Record Date:Meeting Location:
April 28, 202110 a.m. EDTMarch 2, 2021www.virtualshareholdermeeting.com/MPC2021
Additional Meeting Information:
See “FAQs About Voting and the Annual Meeting” beginning on page 86.
DEAR SHAREHOLDER,
You are invited to attend Marathon Petroleum Corporation’s 2021 Annual Meeting of Shareholders on Wednesday, April 28, 2021, at 10 a.m. EDT, to be held online at www.virtualshareholdermeeting.com/MPC2021. At the meeting, shareholders will be asked to vote on the following matters:
Proposal 1: To elect the four director nominees for Class I named in the Proxy Statement.
Proposal 2: To ratify the appointment of our independent auditor for 2021.
Proposal 3: To approve, on an advisory basis, our named executive officer compensation.
Proposal 4: To approve the Marathon Petroleum Corporation 2021 Incentive Compensation Plan.
Proposal 5: To amend our Certificate of Incorporation to eliminate the supermajority provisions.
Proposal 6: To amend our Certificate of Incorporation to declassify our Board of Directors.
Proposal 7: If properly presented at the meeting, one shareholder proposal.
We will also transact any other business that may properly come before the meeting or any adjournment or postponement thereof.
Shareholders of record at the close of business on Tuesday, March 2, 2021, are entitled to vote at the Annual Meeting. See “FAQs About Voting and the Annual Meeting” for more information.
We provide our proxy materials, including our Proxy Statement and Annual Report, over the internet. This expedites your receipt of proxy materials, conserves natural resources and lowers the cost of the meeting. On or about March 15, 2021, we are posting our proxy materials at www.proxyvote.com and mailing to shareholders a Notice Regarding the Availability of Proxy Materials, explaining how to access the proxy materials over the internet. We also are mailing a printed set of the proxy materials to shareholders who have elected to receive paper copies. Shareholders may request a printed set of the proxy materials by following the instructions provided in the Notice.
We thank you for your continued support and look forward to your attendance at our virtual Annual Meeting.
By order of the Board of Directors,
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Molly R. Benson
Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary
þ
Your vote is important. Whether or not you plan to participate in the virtual Annual Meeting, please vote as soon as possible using one of the following options:
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Via the Internet:Call Toll-Free:Mail Signed Proxy Card:
Follow the instructions in the Notice, proxy card or voting instruction form.Call the toll-free number on your proxy card or voting instruction form.Follow the instructions on your proxy card or voting instruction form.
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.







PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement, which is first being sent or made available to shareholders on or about March 15, 2021. This summary does not contain all of the information you should consider before voting. Please read the entire Proxy Statement before voting. For more complete information regarding MPC’s 2020 operational and financial performance and definitions of industry terms, please review MPC’s Annual Report on Form 10-K for the year ended December 31, 2020, which accompanies this Proxy Statement.
Annual Meeting and Voting Information
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DATE AND TIMELOCATIONRECORD DATEVOTING
Wednesday, April 28, 2021
The Annual Meeting will be held virtually at www.virtualshareholder
meeting.com/MPC2021
Tuesday, March 2, 2021Only holders of record of MPC’s common stock as of the record date will be entitled to notice and to vote
10 a.m. EDT
Shares outstanding:
651,968,833
As part of our precautions regarding the coronavirus and to support the health and well-being of our shareholders and employees, MPC’s 2021 Annual Meeting (the “Annual Meeting”) will be held exclusively online. See “FAQs About Voting and the Annual Meeting” beginning on page 86 for additional information about how to attend and vote at the virtual Annual Meeting.
Voting Items
Your vote is important. Please vote your proxy promptly so that your shares can be represented, even if you plan to attend the virtual Annual Meeting. You can vote via the internet or telephone by following the voting procedures described in the Notice, proxy card or voting instruction form, or by returning your completed and signed proxy card or voting instruction form in the provided envelope.
ProposalPage ReferenceBoard Recommendation
Proposal 1. Elect four director nominees to Class I
FOR each nominee
Proposal 2. Ratify the independent auditor for 2021
FOR
Proposal 3. Approve, on an advisory basis, our named executive officer compensation
FOR
Proposal 4. Approve the 2021 Incentive Compensation Plan
FOR
Proposal 5. Amend the Certificate of Incorporation to eliminate the supermajority provisions
FOR
Proposal 6. Amend the Certificate of Incorporation to declassify the Board of Directors
FOR
Proposal 7. Shareholder proposal
AGAINST
Company Information
Our principal executive offices are located at 539 South Main Street, Findlay, OH 45840, and our telephone number is (419) 422-2121. Our website address is www.marathonpetroleum.com. The information on our website is not a part of this Proxy Statement.
References throughout this Proxy Statement to “the Company,” “MPC,” “Marathon,” “we” or “our” refer to Marathon Petroleum Corporation. References to “MPLX” refer to MPLX LP, a publicly traded master limited partnership we control through our ownership of its general partner, MPLX GP LLC (“MPLX GP”), and approximately 62% of its outstanding common units. References to “Speedway” generally refer to our company-owned and operated retail transportation fuel and convenience store business, which we have agreed to sell to 7-Eleven, Inc.











2021 Proxy Statement
 i



Overview of Our Board of Directors
The following table provides summary information about each current member of the Board of Directors and each director nominee. More detailed information about each director nominee’s background, skill set and areas of expertise can be found beginning on page 2 of this Proxy Statement.
Director SinceCommittee MembershipsOther Current Public Company Boards*
NameAgeIndependentOccupationACGS
Abdulaziz F. Alkhayyal672016üRetired Senior Vice President, Industrial Relations, Saudi Aramco¡¡l1
Evan Bayh652011üSenior Advisor, Apollo Global Management¡¡3
Charles E. Bunch712015üRetired Chairman and CEO, PPG Industries¡l3
Jonathan Z. Cohen502019üCEO and President, Hepco Capital Management, LLC¡¡1
Steven A. Davis622013üFormer Chairman and CEO, Bob Evans Farms, Inc.¡¡3
Edward G. Galante702018üRetired Senior Vice President, ExxonMobil Corporationl¡3
Michael J. Hennigan612020CEOPresident and CEO, Marathon Petroleum Corporation¡1
James E. Rohr
(retiring April 28, 2021)
722013üRetired Chairman and CEO, The PNC Financial Services Group, Inc.¡¡1
Kim K.W. Rucker542018üFormer Executive Vice President, General Counsel and Secretary, Andeavor¡2
Frank M. Semple
(new director nominee)
69N/AüRetired Chairman, President and CEO, MarkWest Energy Partners, L.P.1
J. Michael Stice612017üDean, Mewbourne College of Earth & Energy, The University of Oklahoma¡¡¡4
John P. Surma662011üChairman of the Board, Marathon Petroleum CorporationINDEPENDENT CHAIRMAN3
Susan Tomasky672018üRetired President, AEP Transmissionl¡2
AAudit
Committee
CCompensation and Organization Development CommitteeGCorporate Governance and Nominating CommitteeSSustainability CommitteelChair¡Vice
Chair
¡Member
* Includes, where applicable, service on the board of MPLX GP LLC, a wholly owned subsidiary of MPC.
INDEPENDENT
CHAIRMAN OF THE BOARD
2/12
42%
DIVERSE**
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99%
MEETING ATTENDANCE
IN 2020
Women
4/12
Diversity: Race, Ethnicity and
Native American Tribal Membership
4.3 YEARS
AVERAGE TENURE**
92%
OF DIRECTORS
ARE INDEPENDENT**
4
STANDING COMMITTEES
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Audit
Compensation and
 Organization Development
Corporate Governance and Nominating
0-3 Yrs.4-8 Yrs.9+ Yrs.
Sustainability
** Reflects expected composition of the Board following the Annual Meeting, assuming all Class I director nominees are elected.
ii
  Marathon Petroleum Corporation



Governance Highlights
Key Corporate Governance Practices
The Board of Directors believes that our commitment to strong corporate governance benefits all our stakeholders, including our shareholders, employees, business partners, customers, communities and others who have a stake in how we operate. Our key corporate governance practices include:
Page No.
Page No.
« Shareholder right to call a special meeting of
« Annual Board and committee self-evaluations, and
shareholdersindividual evaluations of nominees for reelection
« Substantial majority of independent directors
« Risk oversight by the full Board and its committees
« Proxy access shareholder right to submit director
« Extensive voluntary disclosures in the areas of
nominations for inclusion in our proxy statementenergy efficiency and environmental performance
« Majority voting standard for uncontested director
« Extensive voluntary disclosures on our human
electionscapital management and inclusion initiatives
« Strong independent Chairman role reinforces
« Robust shareholder engagement program
effective independent leadership on the Board
« Meaningful stock ownership guidelines for executive
« Three fully independent standing Board committees
officers
« Independent directors meet regularly in executive
« Prohibition on hedging and pledging of our stock
session
« Recoupment/clawback policy
Recent Governance Enhancements
We believe good governance is critical to achieving long-term shareholder value. We approach governance in a strategic and thoughtful manner, taking into consideration multiple perspectives, including those of our Board, our Corporate Governance and Nominating Committee, our shareholders, experts and other stakeholders, to align on what makes the most sense for our Company. We continuously look for ways to enhance our corporate governance and increase value to our shareholders. Recent governance enhancements and actions include:
2021
Submitting to our shareholders, for consideration at the 2021 Annual Meeting, an amendment to our Certificate of Incorporation providing for annual elections for all directors
Submitting to our shareholders, for consideration at the 2021 Annual Meeting, an amendment to our Certificate of Incorporation to eliminate the supermajority provisions
2020
Elected an independent Chairman of the Board
Amended our Audit, Compensation and Organization Development and Sustainability Committee charters to clarify committee responsibilities and ensure alignment between each Committee’s function and its charter
Submitted to our shareholders, for consideration at the 2020 annual meeting, an amendment to our Certificate of Incorporation providing for annual elections for all directors
2019
Amended our Corporate Governance Principles to require individual director evaluations for directors whose terms expire at the next annual meeting and are eligible for reelection
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
2016
Amended our Bylaws to provide proxy access for shareholders











2021 Proxy Statement
 iii



Sustainability Highlights
At MPC, our commitment to sustainability means taking actions that create shared value with our many stakeholders – empowering people to achieve more, contributing to progress in our communities and conserving resources in our operations. Under the guidance of the Board and its Sustainability Committee, we pursue our sustainability objectives, from our ongoing commitment to energy efficiency in our operations, to our engagement with our customers, communities and shareholders, to how we support, develop and protect our employees, to how we manage our Company.
For more information on sustainability at MPC, see pages 1921 of this Proxy Statement and view or download our annual Sustainability Report at www.marathonpetroleum.com/Sustainability/.
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«Companywide greenhouse gas (GHG) intensity goal for 2030 «
U.S. EPA’s ENERGY STAR® Partner of the Year – 2020 third straight year to receive Sustained Excellence award
«Included on 2021 Forbes JUST 100 list of companies leading the new era of responsible capitalism
«21% reduction in GHG intensity since 2014
LEADING IN SUSTAINABLE ENERGY«Growing renewables business: conversion of Dickinson, ND, refinery into renewable diesel facility, and advancing project at Martinez, CA, facility«Subsidiary Virent working to commercialize our innovative BioForming® process that converts sugars into advanced biofuels
«Sustainability metric in executive and employee compensation programs
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«45% reduction (through 2019) in criteria pollutant emissions since 2002«9% reduction (through 2019) in freshwater withdrawal intensity since 2015«33% reduction (through 2019) in criteria pollutant emissions from flaring since 2015
CONSERVING NATURAL RESOURCES AND REDUCING WASTE«Over 1,300 acres of certified wildlife habitat owned and maintained«Methane emissions intensity reduction goal for 2025
«2019 National Oceanic and Atmospheric Administration Gold Award
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«Supporting our communities with approximately $16 million in employee, corporate and foundation donations in 2020«Competitive compensation for employees and enhanced parental leave benefits«Over 35,000 employee volunteer hours in our communities in 2020
CREATING SHARED VALUE AND OPPORTUNITIES«2020 and 2021 Human Rights Campaign Corporate Equality Index score of 100% (the highest possible score)«Supported 670 nonprofits and 123 schools in 2020
«In response to COVID-19, donated $1 million to the American Red Cross (through our foundation) and more than 500,000 N95 respirator masks
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«American Petroleum Institute Distinguished Pipeline Safety Award«American Fuel and Petrochemical Manufacturers Distinguished Safety Award«OSHA Voluntary Protection Programs participant, with 32 certifications covering 43 sites, with 8 new Star facilities in 2020
PROMOTING SAFETY«Employees and contractors completed over 740,000 hours of safety training in 2020«Full implementation of MPC’s companywide Audit, Incident and Management of Change Tracking System
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«Annual Code of Business Conduct certification and training «Robust anti-corruption policy and due diligence program«Human Rights Policy promotes the goals and principles of the UN’s Universal Declaration of Human Rights
«Mature Enterprise Risk Management program includes review of sustainability risks
OPERATING
WITH INTEGRITY
«
Transparent sustainability reporting overseen by
Sustainability Committee
iv
  Marathon Petroleum Corporation



Executive Compensation Highlights
Recent Compensation Program Actions
Since January 1, 2020, the Compensation and Organization Development Committee has made a number of noteworthy changes to our executive compensation program. See the discussion of changes to our executive compensation program for 2020 and 2021 beginning on page 27 for more information. The Committee took the following actions in particular to recognize the challenging market environment created by the global pandemic and oil price tensions, to support our Company through those challenges and to drive achievement of goals that are important to our Company and its stakeholders.
2020
No relaxation of performance metrics for our Annual Cash Bonus program or performance units despite meaningful impact of the pandemic on financial results
Exercised negative discretion to reduce the payout percentage under our synergy performance unit program in light of the effects of the pandemic and 2020 business results on our share price
Provided our new CEO with a total target compensation package approximately 22% lower than that of our former CEO
Appointed a new independent compensation consultant
Added a new greenhouse gas (GHG) intensity metric to our Annual Cash Bonus program
2021
Undertook a holistic reevaluation of our executive compensation program and guiding principles
Improved our Annual Cash Bonus program by increasing the weighting of financial performance metrics (from 50% to 80%), strengthening shareholder alignment and rewarding for areas of strategic focus
Added a new Diversity, Equality & Inclusion metric to our Annual Cash Bonus program
Simplified our Long-Term Incentive program while strengthening alignment with shareholders through a greater emphasis on performance-based equity
Shareholder-Friendly Executive Compensation Practices
Our executive compensation program includes many features that align with good governance practices, promote our pay-for-performance philosophy and mitigate risk to our shareholders. See “Compensation Governance” beginning on page 41 for additional information about our compensation governance practices.
WE DO:WE DON’T:
üCap performance metric achievement at 200%ûPay dividends or dividend equivalents on unvested equity
üGrant a substantial portion of our long-term incentive awards based on relative total shareholder returnû
Guarantee minimum bonus payments to any of our executive officers
ü
Maintain “double trigger” change-in-control payout provisions for all long-term incentive awards
ûAllow the hedging or pledging of MPC common stock by our directors, officers or certain employees
üConduct an annual shareholder Say-on-Pay vote on NEO compensationû
Provide excise tax gross-up provisions with regard to any change in control of MPC
üLimit business perquisitesû
Provide tax gross-ups on perquisites (other than for relocation reimbursements in limited circumstances)
üMaintain significant stock ownership guidelines for NEOs
û
Grant stock options below fair market value as of the grant date
üImpose clawback provisions on both long-term incentive and short-term incentive awards
ûAllow the repricing of stock options without shareholder approval
üRequire NEOs to hold all shares received under our incentive compensation plan for a minimum of one year after vesting
üHave an independent compensation consultant, retained directly by the Compensation and Organization Development Committee











2021 Proxy Statement
 v



TABLE OF CONTENTS
ü
Oversight of Risk Management
ü




ü
ü
ü
ü
û
I-1
II-1
III-1
IV-1
vi
  Marathon Petroleum Corporation



CORPORATE GOVERNANCE
Our Governance Framework
Our Corporate Governance Principles, our Amended and Restated Bylaws (“Bylaws”) and the charters of our Board committees together implement the governance philosophy we believe is best for our shareholders. These governance documents address, among other things, the primary roles, responsibilities and oversight functions of the Board and its committees, director independence, committee composition, the process for director selection and director qualifications, Board, committee and individual director evaluations, director indemnification and shareholder rights, 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 Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), 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. These documents are available on our website as noted below, and printed copies 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 any complaints we receive regarding accounting, internal accounting controls or auditing matters, and provides for the confidential, anonymous submission of concerns by our employees or others regarding questionable accounting or auditing matters.
Our Conflicts of Interest Policy provides guidance on recognizing and resolving real or apparent conflicts of interest. This policy acknowledges that business decisions on behalf of the Company must be made through the exercise of independent judgment in the Company’s best interest and not influenced by the personal interests of decision-makers.
8
FIND MORE AT WWW.MARATHONPETROLEUM.COM
The following are available under the “Investors” tab of our website, by selecting “Corporate Governance”:
Bylaws
Code of Ethics for Senior Financial Officers
Corporate Governance Principles
Whistleblowing as to Accounting Matters Policy
Code of Business Conduct
Conflicts of Interest Policy
Our Board Committee charters, and other information about our Board, are available under the “About” tab of our website, by selecting “Board of Directors.”
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Retiring Director
James E. Rohr will retire from the Board of Directors effective April 28, 2021. Mr. Rohr has served with distinction on our Board since 2013 and in leadership roles as our Lead Independent Director and Chair of the Compensation Committee. We thank Jim for his years of service, his many contributions and his friendship, and wish him all the best.
2021 Proxy Statement
1


Proposal 1. Election of Directors
1.
The Board, acting upon the recommendation of the Corporate ü
The Board recommends a vote FOR each director nominee.
Governance and Nominating Committee, has nominated the following individuals as Class I directors for election to the Board:
Abdulaziz F. Alkhayyal
Michael J. Hennigan
Jonathan Z. Cohen
Frank M. Semple
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 I are due to stand for election at the 2021 Annual Meeting.
The current members of Class I are Messrs. Alkhayyal, Cohen, Hennigan and Rohr. Mr. Alkhayyal has served as a member of the Board since 2016. 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. Mr. Hennigan was appointed to the Board effective April 29, 2020, following Gary R. Heminger’s retirement as our Chairman. Mr. Rohr is retiring pursuant to our retirement policy concurrent with the conclusion of the 2021 Annual Meeting and thus has not been nominated for reelection as a Class I director. The Board has nominated Frank M. Semple as a nominee for Class I to fill the vacancy created by Mr. Rohr’s retirement.
As informed by our individual director evaluation process discussed further on page 14, our Board recommends that shareholders vote FOR the election to the Board of each Class I director nominee. We expect each nominee will be able to serve if elected. Any director vacancy may be filled by a majority vote of the remaining directors. Any director elected in this manner would hold office until expiration of the term of office of the class to which he or she has been elected.
DIRECTOR SKILLS, EXPERIENCE AND DEMOGRAPHIC MATRIX*
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MPC Board Tenure (years)
41131052284102
4.3 Years
Average Tenure
Key Skills and Experience
Senior Leadershipüüüüüüüüüüüü12/12
Finance & Accountingüüüüüüüüü9/12
Industry Experienceüüüüüüüüüüü11/12
Risk Managementüüüüüüüüüüüü12/12
Operations Experienceüüüüüüüü8/12
Government, Legal & Regulatoryüüüüü5/12
ESG/Sustainability Experienceüüüüüüüüüü10/12
Public Company Governanceüüüüüüüüüüüü12/12
Age (at March 15, 2021)
675061696571705462616667
64 Years
Average Age
GenderMale¡¡¡¡¡¡¡¡¡¡83%
Female¡¡17%
Diversity: Race, Ethnicity and
Native American Tribal Membership
¡¡¡¡42%
CLASS ICLASS IICLASS III
* Reflects expected composition of the Board following the Annual Meeting, assuming all Class I director nominees are elected.
2
  Marathon Petroleum Corporation

PROPOSAL 1. ELECTION OF DIRECTORS
Abdulaziz F. Alkhayyal CLASS I DIRECTOR NOMINEE
Retired Senior Vice President, Industrial Relations, Saudi AramcoTerm expires 2021
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Key Qualifications and Experience
üSenior leadership experience üOperations experience
üIndustry expertiseüESG/Sustainability experience
üRisk management üPublic company governance
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: 67
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)
Other Directorships within Past Five Years: 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:
Director, Saudi Electricity Company (2018-2020)
Director, National Gas & Industrialization Company (since 2019)
Member, Board of Directors for the International Youth Foundation
Jonathan Z. CohenCLASS I DIRECTOR NOMINEE
CEO and President, Hepco Capital Management, LLCTerm expires 2021
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Key Qualifications and Experience
üSenior leadership experience as former CEOüRisk management
üFinance and accountingüGovernment, legal and regulatory
üIndustry expertise üPublic company governance
Career Highlights:
CEO and President of Hepco Capital Management, a private investment firm (since 2016)
Chairman of the Board (2018-2020) 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-Chairman of Osprey Technology Acquisition Corp. (since 2019)
Independent Director
Age: 50
Director since: 2019
MPC Board Committees:
Audit
Corporate Governance and Nominating


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: Osprey Technology Acquisition Corp. (since 2019)
Other Directorships within Past Five Years: Falcon Minerals Corporation (2017-2020); Atlas Energy Group, LLC (2012-2019*); Titan Energy, LLC (2016-2019*); Energen Corporation (2018); Resource America, Inc. (2002-2016)
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
* Ceased reporting under Exchange Act Section 15(d) in 2019.
Trustee, East Harlem School; Trustee, Arete Foundation; Trustee, American School of Classical Studies in Athens, Greece
Member, Board of Overseers, College of Arts and Sciences, University of Pennsylvania
2021 Proxy Statement
3

PROPOSAL 1. ELECTION OF DIRECTORS
Michael J. HenniganCLASS I DIRECTOR NOMINEE
President and CEO, Marathon Petroleum CorporationTerm expires 2021
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Key Qualifications and Experience
üSenior leadership experience as CEOüOperations experience
üFinance and accountingüESG/Sustainability experience
üIndustry expertiseüPublic company governance
üRisk management
Career Highlights:
President and CEO (since March 17, 2020) and director (since April 29, 2020) of MPC; Chairman (since April 29, 2020; director since 2017), CEO (since November 2019) and President (since 2017) of MPLX
Management Director
Age: 61
Director since: 2020
MPC Board Committees:
Sustainability
President, Crude, NGL and Refined Products (2017), of the general partner of Energy Transfer Partners L.P., a natural gas and propane pipeline transport company
President and CEO (2012-2017), President and Chief Operating Officer (2010-2012) and Vice President, Business Development (2009-2010), of Sunoco Logistics Partners L.P., an energy service provider
Current Public Company Directorships: MPLX GP LLC (since 2017)
Other Directorships within Past Five Years: Tesoro Logistics GP, LLC (2018-2019); Sunoco Partners LLC (2010-2017); Niska Gas Storage Partners LLC (2014-2016)
Education: Bachelor of Science in Chemical Engineering, Drexel University
Frank M. SempleCLASS I DIRECTOR NOMINEE
Retired Chairman, President and CEO, MarkWest Energy Partners, L.P.
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Key Qualifications and Experience
üSenior leadership experience as CEOüOperations experience
üFinance and accountingüESG/Sustainability experience
üIndustry expertiseüPublic company governance
üRisk management
Career Highlights:
Vice Chairman (2015-2016) and director (since 2015) of MPLX following MPLX’s acquisition of MarkWest Energy Partners, L.P.; director (2015-2018) of MPC
Independent Director Nominee
Age: 69


President and CEO (2003-2015) and Chairman (2008-2015) of MarkWest Energy Partners, L.P.
Twenty-two years of service with The Williams Companies, Inc. and WilTel Communications, progressing through management roles of increasing responsibility
Current Public Company Directorships: MPLX GP LLC (since 2015)
Other Directorships within Past Five Years: Tortoise Acquisition Corp. (2019-2020); Tesoro Logistics GP, LLC (2018-2019); MPC (2015-2018)
Education: Bachelor of Science in Mechanical Engineering, United States Naval Academy; Program for Management Development, Harvard Business School
Other Professional Experience and Community Involvement:
Service in the United States Navy
Member, Board of Directors, Choctaw Global, LLC

4
  Marathon Petroleum Corporation

PROPOSAL 1. ELECTION OF DIRECTORS
Evan BayhCLASS II DIRECTOR
Senior Advisor, Apollo Global ManagementTerm expires 2022
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Key Qualifications and Experience
üSenior leadership experience in governmentüGovernment, legal and regulatory
üFinance and accountingüPublic company governance
üRisk management
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: 65
Director since: 2011
MPC Board Committees:
Corporate Governance and Nominating
Sustainability, Vice Chair


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)
Other Directorships within Past Five Years: None
Education: Bachelor of Science in Business Economics, Indiana University; Juris Doctor, University of Virginia
Charles E. BunchCLASS II DIRECTOR
Retired Chairman and CEO, PPG IndustriesTerm expires 2022
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Key Qualifications and Experience
üSenior leadership experience as former CEOüOperations experience
üFinance and accountingüESG/Sustainability experience
üIndustry experienceüPublic company governance
üRisk management
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: 71
Director since: 2015
MPC Board Committees:
Compensation and Organization Development
Corporate Governance and Nominating, Chair
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)
Other Directorships within Past Five Years: 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

2021 Proxy Statement
5

PROPOSAL 1. ELECTION OF DIRECTORS
Edward G. GalanteCLASS II DIRECTOR
Retired Senior Vice President and Management Committee Member, ExxonMobil Corporation Term expires 2022
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Key Qualifications and Experience
üSenior leadership experience üOperations experience
üIndustry expertiseüESG/Sustainability experience
üRisk management üPublic company governance
Career Highlights:
Senior Vice President and Management Committee member of ExxonMobil Corporation (2001-2006)
Independent Director
Age: 70
Director since: 2018
MPC Board Committees:
Compensation and Organization Development, Chair
Sustainability
More than 30 years at ExxonMobil 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)
Other Directorships within Past Five Years: Andeavor (2016-2018); Praxair, Inc. (2007-2018)
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. RuckerCLASS II DIRECTOR
Former Executive Vice President, General Counsel and Secretary, AndeavorTerm expires 2022
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Key Qualifications and Experience
üSenior leadership experience üGovernment, legal and regulatory
üIndustry expertiseüESG/Sustainability experience
üRisk management üPublic company governance
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: 54
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)
Other Directorships within Past Five Years: 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

6
  Marathon Petroleum Corporation

PROPOSAL 1. ELECTION OF DIRECTORS
Steven A. DavisCLASS III DIRECTOR
Former Chairman and CEO, Bob Evans Farms, Inc.Term expires 2023
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Key Qualifications and Experience
üSenior leadership experience as former CEOüOperations experience
üFinance and accountingüESG/Sustainability experience
üIndustry expertiseüPublic company governance
üRisk management
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: 62
Director since: 2013
MPC Board Committees:
Compensation and Organization Development, Vice Chair
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: Albertsons Companies, Inc. (since 2015); PPG Industries, Inc. (since 2019); American Eagle Outfitters, Inc. (since 2020)
Other Directorships within Past Five Years: Sonic Corp. (2016-2018); Legacy Acquisition Corp. (2017-2020)
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, International Board of Directors for the Juvenile Diabetes Research Foundation
Member, The Council of Chief Executives
J. Michael SticeCLASS III DIRECTOR
Dean, Mewbourne College of Earth & Energy, The University of OklahomaTerm expires 2023
jmikestice112018ma011.jpg
Key Qualifications and Experience
üSenior leadership experience as former CEOüOperations experience
üFinance and accountingüESG/Sustainability experience
üIndustry expertiseüPublic company governance
üRisk management
Career Highlights:
Dean, Mewbourne College of Earth & Energy at The University of Oklahoma (since 2015)
Independent Director
Age: 61
Director since: 2017
MPC Board Committees:
Audit
Corporate Governance
and Nominating, Vice Chair
Sustainability
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
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); MPLX GP LLC (since 2018); Spartan Acquisition Corp. II (since 2020); Spartan Acquisition Corp. III (since 2021)
Other Directorships within Past Five Years: Spartan Energy Acquisition Corp. (2018-2020); SandRidge Energy, Inc. (2015-2016)
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


2021 Proxy Statement
7

PROPOSAL 1. ELECTION OF DIRECTORS
John P. SurmaCLASS III DIRECTOR
Chairman of the Board, Marathon Petroleum CorporationTerm expires 2023
johnsurma220211.jpg
Key Qualifications and Experience
üSenior leadership experience as former CEOüOperations experience
üFinance and accountingüGovernment, legal and regulatory
üIndustry expertiseüESG/Sustainability experience
üRisk management üPublic company governance
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 Chairman
Age: 66
Director since: 2011

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: Trane Technologies plc (formerly Ingersoll-Rand plc) (since 2013); MPLX GP LLC (since 2012); Public Service Enterprise Group Inc. (since 2019)
Other Directorships within Past Five Years: Concho Resources Inc. (2014-2020)
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
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 TomaskyCLASS III DIRECTOR
Retired President, AEP Transmission, a business division of American Electric Power Co. Term expires 2023
susantomasky11201a011.jpg
Key Qualifications and Experience
üSenior leadership experience üGovernment, legal and regulatory
üFinance and accountingüESG/Sustainability experience
üIndustry experienceüPublic company governance
üRisk management
Career Highlights:
President of AEP Transmission, a division of American Electric Power Co., Inc. (2008-2011)
Independent Director
Age: 67
Director since: 2018
MPC Board Committees:
Audit, Chair
Sustainability
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)
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); Fidelity Equity and High Income Mutual Funds (since 2020)
Other Directorships within Past Five Years: Summit Midstream Partners GP, LLC (2012-2018); Andeavor (2011-2018), including service as Lead Director (2015-2018)
Education: Bachelor of Liberal Arts, University of Kentucky; Juris Doctor, The George Washington University Law School
Other Professional Experience and Community Involvement:
Former Director, board of the Federal Reserve Bank of Cleveland
Member, Board of Trustees, Kenyon College
8
  Marathon Petroleum Corporation

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.
The Board believes that it, as a whole, should possess the combination of skills, professional experience, and diversity of backgrounds and viewpoints necessary to oversee our business and ensure an effective mix of perspectives. Accordingly, the Board and the Corporate Governance and Nominating Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs. In developing long-term plans for Board composition, the Corporate Governance and Nominating Committee takes into consideration the current strengths, skills and experience of members of the Board, 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 Corporate Governance and Nominating Committee may also consider candidates recommended by shareholders. Shareholder candidates will be evaluated using the same criteria for director selection described below. 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 2022 annual meeting in accordance with our Bylaws.
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 Company and the director, 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 and nominees are independent:
image621.jpg
Abdulaziz F. Alkhayyal
Steven A. Davis
Frank M. Semple*
Evan Bayh
Edward G. Galante
J. Michael Stice
Charles E. Bunch
James E. Rohr*
John P. Surma
Jonathan Z. Cohen
Kim K.W. Rucker
Susan Tomasky
92%
OF CURRENT DIRECTORS ARE INDEPENDENT
As our current President and CEO, Mr. Hennigan is not considered to be independent.
Mr. Heminger, who served as our President and CEO until March 17, 2020 and as Chairman until April 29, 2020, was also not considered to be independent.
* Mr. Rohr is retiring concurrent with the conclusion of the Annual Meeting, and Mr. Semple has been nominated to fill the vacancy.
2021 Proxy Statement
9

CORPORATE GOVERNANCE
Board Diversity
board_diversity1.jpg
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 experience, skills and characteristics identified within our Corporate Governance Principles.
Director Skills and Experience
In evaluating director candidates and recommending incumbent directors for renomination, the Corporate Governance and Nominating Committee considers a wide range of attributes, critical skills, experience and perspectives that it believes contribute to sound governance and effective oversight of our operations, risks and long-term strategy. At a minimum, all directors must possess integrity, good judgment, a strong work ethic, a collaborative approach to engagement, a record of public service and the ability to devote sufficient time to our affairs. In addition, the Corporate Governance and Nominating Committee has identified a number of key skills and areas of expertise it believes should be represented on the Board for the reasons shown below*:
Senior LeadershipDirectors with experience in significant leadership positions bring the qualifications and skills to develop and oversee our strategy, to drive long-term value, and to motivate and retain individual leaders.12of 12 Directors possess this skill
Finance and AccountingFinancial 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 controls over financial reporting.9of 12 Directors possess this skill
Industry ExpertiseDirectors 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.11of 12 Directors possess this skill
Risk
Management
Directors with experience managing risk bring skills critical to the Board’s oversight of our risk assessment and risk management programs.12of 12 Directors possess this skill
Operations ExperienceDirectors with operations experience bring a practical understanding of developing, implementing and addressing our business strategy and development plan.8of 12 Directors possess this skill
Government, Legal and RegulatoryAs we operate in a heavily regulated industry, directors with experience in governmental service or in leading governmental affairs functions bring knowledge helpful to navigating these complex issues.5of 12 Directors possess this skill
ESG/Sustainability ExperienceDirectors with experience in overseeing, operating or advising on matters of the environment, sustainable energy, corporate and social responsibility, health and safety provide effective oversight over these matters and support our commitment to sustainability and creating shared value with our stakeholders.10of 12 Directors possess this skill
Public Company GovernanceDirectors 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.12of 12 Directors possess this skill
Specific information about the key qualifications and experience of each director and director nominee can be found beginning on page 2 under “Proposal 1. Election of Directors.”
* Reflects expected composition of the Board following the Annual Meeting, assuming all Class I director nominees are elected.
10
  Marathon Petroleum Corporation

CORPORATE GOVERNANCE
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:
uuu
Any shareholder, or group of up toMay nominate and include in our proxyProvided that the shareholder(s) and
20 shareholders, maintaining
materials director nominees constitutingnominee(s) satisfy the requirements
continuous ownership of at least 3%
up to the greater of 2 nominees or
specified in our Bylaws
of our outstanding common stock
20% (rounded down) of the number of
for at least 3 years
directors serving on the Board
Board Refreshment
The Board is committed to striking a balance between retaining directors with deep knowledge of the Company and seeking fresh perspectives in its recruiting efforts. Our Board and individual director evaluation process supports this objective. Our Corporate Governance Principles also implement a mandatory retirement age for directors. Directors may not stand for reelection once they reach age 72.
The Board has welcomed 5 of our 12 current directors since 2018. 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. The average tenure of our current directors is 5 years. Assuming all Class I director nominees are elected at the Annual Meeting, the average tenure of our directors will be 4.3 years.
Majority Voting for Directors
Our Bylaws include a majority vote standard for uncontested director elections, which requires that a nominee for director in an uncontested election receive a majority of votes cast at a 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.
Board Leadership and Function
Independent Chairman of the Board
Our Corporate Governance Principles provide the Board with the flexibility to exercise its business judgment on behalf of shareholders and choose the optimal leadership for the Board depending upon the Company’s particular needs and circumstances at a given time. The independent members of the Board elect the Chairman and, as part of this election, review whether to combine or separate the positions of Chairman and CEO.
Mr. Hennigan was appointed MPC’s President and CEO effective March 17, 2020, following the retirement of Mr. Heminger from that role. Mr. Heminger continued to serve as Chairman of the Board until our annual meeting of shareholders on April 29, 2020. Following the annual meeting, Mr. Heminger retired as Chairman, and the Board elected Mr. Surma to lead the Board as its independent Chairman. The Board believes that this leadership structure, which separates the Chairman and CEO roles, is appropriate at this time in light of MPC’s business and operating environment. Mr. Surma, a long-standing member of the Board, has in-depth knowledge of the issues, challenges and opportunities facing MPC. As such, the Board believes that he is best positioned at this time to ensure that the Board’s time and attention are focused on the most critical matters. His role ensures decisive independent leadership and clear accountability.
2021 Proxy Statement
11

CORPORATE GOVERNANCE
Board Committees
The Board has four standing committees, to which it has delegated certain functions and oversight responsibilities.
AUDIT COMMITTEE
Members:
Susan Tomasky, Chair*
James E. Rohr, Vice Chair
Abdulaziz F. Alkhayyal
Jonathan Z. Cohen**
J. Michael Stice
Evan Bayh**
John P. Surma**
Meetings in 2020: 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.
* Audit Committee Financial Expert
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.
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.
** Effective April 29, 2020, Mr. Cohen joined the Committee, and Messrs. Bayh and Surma transitioned off the Committee.
COMPENSATION AND ORGANIZATION DEVELOPMENT COMMITTEE
Members:
Edward G. Galante, Chair*
Steven A. Davis, Vice Chair
Abdulaziz F. Alkhayyal
Charles E. Bunch
James E. Rohr*
Meetings in 2020: 10


Primary Responsibilities:
Sets compensation for the CEO, incorporating relevant goals and objectives, and evaluates the CEO’s performance.
Sets compensation for our other executive officers and reviews the succession plan for senior management.
Oversees our executive compensation policies, plans, programs and practices.
Oversees our human capital management strategies and policies, including our diversity and inclusion initiatives, pay equity, talent and performance management and employee engagement.
Certifies achievement of performance levels under our incentive compensation plans.
Please see “Executive Compensation” beginning on page 24 for additional information about the Compensation and Organization Development Committee and its responsibilities.
* Effective April 29, 2020, Mr. Galante replaced Mr. Rohr as Committee Chair.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
Members:
Charles E. Bunch, Chair*
J. Michael Stice, Vice Chair
Evan Bayh
Jonathan Z. Cohen*
Steven A. Davis
John P. Surma*
Meetings in 2020: 6
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, its committees and individual directors.
* Effective April 29, 2020, Mr. Cohen joined the Committee, Mr. Surma transitioned off the Committee, and Mr. Bunch replaced Mr. Surma as Committee Chair.
12
  Marathon Petroleum Corporation

CORPORATE GOVERNANCE
SUSTAINABILITY COMMITTEE
Members:
Abdulaziz F. Alkhayyal, Chair
Evan Bayh, Vice Chair*
Edward G. Galante
Gary R. Heminger*
Michael J. Hennigan*
Kim K.W. Rucker
J. Michael Stice*
Susan Tomasky
Meetings in 2020: 4
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 Sustainability Report and our Perspectives on Climate-Related Scenarios report.
Oversees management’s efforts on contingency planning and emergency response activities.
Monitors our engagement with stakeholders on health, environmental, safety and security matters.
* Effective April 29, 2020, Messrs. Bayh, Hennigan and Stice joined the Committee, and Mr. Heminger retired from the Board.
The Board has determined that each member of the Audit Committee, Compensation and Organization Development Committee and Corporate Governance and Nominating Committee meets the applicable SEC and NYSE independence requirements and 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 independent Chairman, Mr. Surma attends meetings, but is not a member of any Board committee.
In addition to these four standing committees, the Board maintains an Executive Committee, which meets as necessary to address matters that arise between Board meetings and may exercise the powers and authority of the Board subject to specific limitations consistent with our Bylaws and applicable law. Prior to April 29, 2020, this committee was comprised of the Chairman/CEO and the independent Lead Director. Effective with the conclusion of the annual meeting on April 29, 2020, this committee is comprised of the independent Chairman, the CEO and the Chair of each of the Board’s four standing committees.
The Board formed three special committees in 2019, each of which was dissolved in 2020 following completion of its respective responsibilities:
    The Speedway Transaction Committee, formed to oversee the announced separation of our Speedway business, was chaired by Mr. Surma (through April 29, 2020) and Mr. Rohr (following April 29, 2020), and met seven times in 2020.
    The Midstream Review Committee, formed to evaluate strategies to enhance shareholder value through a review of our Midstream business, was chaired by Mr. Stice and met five times in 2020.
    The CEO Search Committee, formed to lead the search for our new CEO, was chaired by Mr. Galante and met four times in 2020.
8
FIND MORE AT WWW.MARATHONPETROLEUM.COM
Each of the Board’s four standing committees operates under a written charter adopted by the Board. These charters are available under the “About” tab of our website, by selecting “Board of Directors.” Each charter requires the applicable committee to annually assess and report to the Board on the adequacy of its charter.
Board Meetings and Attendance
The Board met 13 times in 2020. Each of our directors attended at least 75% of the meetings of the Board and committees on which he or she served in 2020. Average director attendance at all Board and committee meetings in 2020 was 99%.
Our Corporate Governance Principles provide that the non-employee directors will hold regular executive sessions presided over by the Chairman. The non-employee directors held nine such executive sessions in 2020. As an employee of MPC, Mr. Hennigan does not attend these sessions.
All directors are expected to attend our Annual Meeting. All members of the Board attended the virtual annual meeting of shareholders held on April 29, 2020.
2021 Proxy Statement
13

CORPORATE GOVERNANCE
Board Evaluations
Our Corporate Governance Principles provide for a robust annual Board, committee and individual director evaluation process, administered by the Corporate Governance and Nominating Committee.
BOARD AND COMMITTEE EVALUATIONSEach director completes a detailed written 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 governance documents.ANALYSIS AND DISCUSSION
ü
Summary reports of survey results are compiled and provided to all directors.
ü
The Chairman leads a discussion of Board survey results with all of the directors as a group.
INDIVIDUAL PEER AND SELF- EVALUATIONSOur Corporate Governance Principles provide for an enhanced process to evaluate the individual performance of each director whose term expires at the next annual meeting and is eligible for reelection. This is typically accomplished by means of a detailed written survey completed by the director’s peers, as well as a written self-evaluation completed by the director him/herself.
ü
Each committee’s Chair leads a discussion of committee results at a committee meeting and reports out to the full Board.
ü
The Chairman and the Chair of the Corporate Governance and Nominating Committee conduct one-on-one discussions of individual evaluation results with each evaluated director.
GOVERNANCE DOCUMENT REVIEW Each director reviews the Corporate Governance Principles and the charter of each committee on which he or she serves, and provides feedback and revision suggestions as deemed appropriate.
Our Corporate Governance and Nominating Committee believes this process, which combines the opportunity for each director to individually reflect on Board and committee effectiveness with a collaborative discussion on performance, as well as a review of each individual director prior to his or her nomination for reelection, provides a meaningful assessment tool and a forum for discussing areas for improvement.
Communicating with the Board
All interested parties, including shareholders, may communicate directly with the Board, the Chairs of the Board’s standing committees and the independent directors, including our Chairman.
MAIL
Communications may be sent by regular mail to our principal executive offices, to the attention of 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 the directors. Examples of communications that would not be considered appropriate include commercial solicitations and matters not relevant to the Company’s affairs.
14
  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 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 COMMITTEECOMPENSATION AND ORGANIZATION DEVELOPMENT COMMITTEECORPORATE GOVERNANCE AND NOMINATING COMMITTEESUSTAINABILITY 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 shareholder engagement.
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.
SENIOR MANAGEMENT
Our senior management has day-to-day responsibility for:
Identifying, assessing and managing 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 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 President and 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.
2021 Proxy Statement
15

CORPORATE GOVERNANCE
Human Capital and Executive Succession Planning
The Board believes that our people are our most important asset and are critical to our success. We strive to provide our employees with a collaborative, supportive and inclusive work environment where they can maximize their personal and professional potential. The Compensation and Organization Development Committee oversees our strategies and policies related to human capital management, including with respect to diversity and inclusion initiatives, pay equity, talent and performance management and employee engagement, and reviews our key metrics in these areas. See “Human Capital Management and Inclusion” on page 21 for additional information on our approach to these matters.
The Compensation and Organization Development Committee oversees our 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 Committee:
Identifies key roles based on, among other things, business impact and retention risk.ðAssesses likely and possible successors for these roles, including their ability to reinforce our high-performing culture and promote our core values.ðEvaluates the readiness of succession candidates, including training and development needs.
In late 2019, we announced that Mr. Heminger had notified the Board of his intention to retire as President and CEO during the second quarter of 2020. In March 2020, following a comprehensive and robust succession planning process that included the assessment of internal and external candidates, the Board selected Mr. Hennigan, who joined MPC in 2017 and previously served as MPLX’s President and CEO, to lead MPC as our new President and CEO.
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  Marathon Petroleum Corporation

CORPORATE GOVERNANCE
Director Compensation
The Board 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 or its committees.
Annual Retainers
Our non-employee directors received the following retainers for their service on the Board in 2020.
Role
Cash
Retainer
($)
Equity
Retainer
($)
Lead Director Retainer
($)
Committee Chair Retainer
($)
Total
($)
Independent Chairman350,000 175,000 — — 525,000 
Lead Director150,000 175,000 30,000 — 355,000 
Audit Committee Chair150,000 175,000 — 25,000 350,000 
Compensation and Organization Development Committee Chair150,000 175,000 — 20,000 345,000 
Corporate Governance and Nominating Committee Chair150,000 175,000 — 15,000 340,000 
Sustainability Committee Chair150,000 175,000 — 10,000 335,000 
All Other Directors150,000 175,000 — — 325,000 
The Cash Retainers are 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 2020 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.
MPLX GP LLC Board Service
Messrs. Stice and Surma also serve on the board of 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) for this service in 2020. 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 “2020 Director Compensation Table” below.
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, which we previously reported in our proxy statement for the 2020 annual shareholders’ meeting.
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.
2021 Proxy Statement
17

CORPORATE GOVERNANCE
2020 Director Compensation Table
The following table shows compensation earned by or paid to our non-employee directors during 2020 for service on our Board and, separately, for service on the Board of MPLX GP.
NameFees Earned or Paid in Cash
($)
Stock
Awards
($)
All Other Compensation
($)
Total
($)
Abdulaziz F. Alkhayyal160,000 175,000 — 335,000 
Evan Bayh150,000 175,000 — 325,000 
Charles E. Bunch160,096 1175,000 10,000 345,096 
Jonathan Z. Cohen150,000 175,000 — 325,000 
Steven A. Davis150,000 175,000 3,750 328,750 
Edward G. Galante 163,462 1175,000 10,000 348,462 
James E. Rohr175,000 1175,000 — 350,000 
Kim K.W. Rucker 150,000 175,000 — 325,000 
J. Michael Stice240,000 2285,000 210,000 535,000 2
John P. Surma 408,077 1, 2285,000 210,000 703,077 2
Susan Tomasky 175,000 175,000 — 350,000 
1    Retainers were prorated to reflect, effective as of April 29, 2020: Mr. Surma’s election as Chairman of the Board; Mr. Rohr’s conclusion of service as Lead Director; Mr. Bunch’s appointment as the Nominating and Corporate Governance Committee Chair, previously held by Mr. Surma; and Mr. Galante’s appointment as the Compensation and Organization Development Committee Chair, previously held by Mr. Rohr.
2     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 2020 and (ii) for each of Messrs. Stice and Surma, a $90,000 cash retainer for service to the MPLX GP board in 2020. Each director also received a special committee retainer of $25,000 for service on one or more Board special committees in 2019 and 2020, which we previously reported in our proxy statement for the 2020 annual shareholders’ meeting.
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. 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 2020.
The following table shows the aggregate MPC RSUs and MPLX phantom units outstanding for each non-employee director as of December 31, 2020.
Earned for Service on:Earned for Service on:
MPC BoardMPLX BoardMPC BoardMPLX Board
NameMPC RSUsMPLX Phantom UnitsMPLX
Phantom Units
NameMPC RSUsMPLX Phantom UnitsMPLX
Phantom Units
Alkhayyal13,851 3,159 — Rohr26,519 4,863 — 
Bayh44,420 5,272 — Rucker8,607 2,004 — 
Bunch18,031 3,885 — Stice12,775 2,942 13,971 
Cohen5,353 1,215 — Surma 44,420 5,272 29,360 
Davis26,519 4,863 — Tomasky8,607 2,004 — 
Galante8,607 2,004 — 
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.
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  Marathon Petroleum Corporation


SUSTAINABILITY AT MPC
We view sustainability as the fundamental process of shared value creation, in which strategic investment and innovation help our society achieve economic growth, environmental preservation and resource conservation to address the needs of future generations. We recognize shared value as an intentional and proactive approach to working together with all stakeholders for mutual benefit. We are committed to accountability to stakeholders — including our people, business partners, customers, communities, governments and shareholders — for our actions and for operating our businesses with a spirit of safety and environmental stewardship, integrity, respect, inclusion and collaboration. We believe that promoting sustainable social, environmental and economic benefits wherever we operate creates long-term value for our Company, our shareholders and the communities where we work and live.
a2019sustrep1.jpg
Since 2011, we have published an annual Sustainability Report (previously the Citizenship Report), highlighting the commitment to our values, our communities and environmental stewardship. This report:
üHas been prepared in accordance with the GRI Standards: Core options, including the use of the Oil and Gas Sector Disclosures.
üIs consistent with the International Petroleum Industry Environmental Conservation Association (IPIECA) Sustainability Reporting Guidance for the Oil and Gas Industry (2020) and includes core reporting elements for each presented indicator.
üIs informed by the oil and gas industry metrics from the Sustainability Accounting Standards Board (SASB).
Ä
Find the Sustainability Report at www.marathonpetroleum.com/Sustainability/.
Our Core Values
Our core values are vital to our financial performance and to our corporate image and reputation. We believe how we conduct our business is just as important as our performance. Under the Board’s guidance and supervision, we pursue the highest standards of corporate responsibility by embedding these core values into our sustainability policies, practices and programs.
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cvintegrity1.jpg
cvrespect1.jpg
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SAFETY & ENVIRONMENTAL STEWARDSHIPINTEGRITYRESPECTINCLUSIONCOLLABORATION
Protecting our people and the world we all share is a priority to MPC. We are committed to safe and environmentally responsible operations to protect the health and safety of our employees, contractors and communities. This commitment is reflected in our safety systems design, our well-maintained equipment and our focus on continuous learning and improvement.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 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.
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.
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 value, 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.
2021 Proxy Statement
19

SUSTAINABILITY AT MPC
Leading in Sustainable Energy
Leading in sustainable energy means we strive to lower energy carbon intensity, increase renewable fuel processing and energy use, improve energy efficiency, embrace innovation and deploy advanced technologies. We are committed to reducing the carbon intensity of our products, and in March 2020, we were the first independent U.S. refiner to establish a companywide greenhouse gas (GHG) emissions intensity reduction target.
Additionally, we linked achievement of the goal to our executive and employee compensation programs. Our new Sustainability metric 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 “New Sustainability Metric Included in Annual Cash Bonus Program” beginning beginning on page 27 for further information.
Our 2030 target builds upon our years-long commitment to reduce the carbon intensity of our operations and products, which has lowered our GHG emissions intensity by approximately 21% since 2014.
COMPANY GHG INTENSITY
201429.9GHG Intensity Target*
201528.3
30% below 2014 levels by 2030
201628.0
201726.1
*Tied to executive and non-executive compensation
201825.3
201923.8
202023.7
1015202530
(tonnes CO2e/mboe manufacturing input)
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 have outlined a number of these initiatives in our 2020 Perspectives on Climate-Related Scenarios report. We are committed to reassessing this goal as achievements toward GHG emissions intensity reductions are realized.
PERSPECTIVES ON CLIMATE-RELATED SCENARIOS
ü
Published annually and available on MPC’s website at www.marathonpetroleum.com/Sustainability/.
üProvides a detailed look at the Board’s climate-related risk management oversight, scenario analyses, asset optimization and portfolio management.
climate_relatedxscenarios51.jpg
ü
Modeled on the disclosures recommended by the Financial Stability Board’s Task Force on
Climate-related Financial Disclosures (TCFD); continued enhancement each year based upon
those recommendations.
ü
Concludes MPC is well positioned to remain successful into the future.
Human Rights
Our long-standing commitment to human rights is set forth in our Human Rights Policy and our Code of Business Conduct, both available on our website. Our policy describes our obligation to respect the rights of our employees and members of the communities where we operate, and provides guidance on managing this important obligation, including conducting due diligence and remediating human rights impacts on projects where applicable. We support the goals and principles of the United Nations Universal Declaration of Human Rights. Our commitment extends to the fair treatment and meaningful involvement of all people, including indigenous people, regardless of race, color, gender, gender identity, national origin, religion, sexual orientation or income level. We apply the same expectations to our suppliers, contractors and other business partners.
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The “Sustainability” tab of our website offers a more comprehensive look at our corporate responsibility and sustainability programs. The policies, practices and procedures that underpin these efforts, as well as key disclosures showing our progress, can be found under “Reports and Policies,” including:
Sustainability Report
HES&S Beliefs and Policy
Human Rights Policy
Perspectives on Climate-Related Scenarios report
Supplier Code of Conduct
Performance Data, including GHG emissions data
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  Marathon Petroleum Corporation

SUSTAINABILITY AT MPC
Human Capital Management and Inclusion
At MPC, we believe our employees are our greatest source of strength, and our culture reflects the quality of individuals across our workforce. Our collaborative efforts to foster an inclusive environment, provide broad-based development and mentorship opportunities, recognize and reward accomplishments, and offer benefits that support the well-being of our employees and their families contribute to increased engagement and fulfilling careers. Empowering our people and prioritizing accountability also are key components for developing MPC’s high-performing culture, which is critical to achieving our strategic vision.
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TALENT MANAGEMENT
Executing our strategic vision requires that we attract and retain the best talent. Recruiting and retention success requires that we effectively nurture new employees, providing opportunities for long-term engagement and career advancement. We value diverse perspectives in the workforce, so we seek candidates with a variety of backgrounds and experience. We provide a broad range of leadership training opportunities to support the development of leaders at all levels. Our programs, which are offered across the organization, are a blended approach of business and leadership content, with many featuring external faculty. We believe networking and access to our executive team are key leadership success factors, and we incorporate these opportunities into all of our programs.
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DIVERSITY AND INCLUSION
We are committed to being a company where all our people can maximize their full potential and seek the career opportunities they desire, and we know this only happens when our employees, contractors and other stakeholders feel valued for their diverse backgrounds, experiences and perspectives. We welcome new ideas, invest in our people, and work to foster a collaborative, inclusive team environment. Additionally, our annual cash bonus program for 2021 includes a new metric intended to measure our effectiveness toward reaching our five-year ethnicity and gender representation goals.
Our companywide Diversity and Inclusion (D&I) program is managed by a dedicated D&I Office team and supported by leadership. Our program is based on our three-pillar D&I strategy of building awareness, increasing representation and ensuring success. The strategy focuses on understanding the benefits of diverse perspectives, increasing diversity across the organization and recognizing that cultural inclusion is an ongoing process. We have employee networks focusing on six populations: Asian, Black, Hispanic, Veterans, Women and LGBTQ+. All networks encourage ally membership. Our employee networks have 60 chapters across the Company, and all networks encourage ally membership. This broad support extends also to our leaders throughout MPC, with each employee network represented by two active executive sponsors. The sponsors form several counsels that meet regularly to share updates, gain alignment, build deeper connections across networks and pursue collaboration ideas. Our employee networks not only provide opportunities for our employees to make meaningful and supportive connections, but they also serve a significant role in our D&I strategy.
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COMPENSATION AND BENEFITS
To ensure we are offering competitive pay packages in our recruitment and retention efforts, we annually benchmark compensation, including base salaries, bonus levels and equity targets. We offer comprehensive benefits, including medical, dental and vision insurance for our employees, their spouses or domestic partners, and their dependents. We also provide retirement programs, life insurance, education assistance, family assistance, short-term disability and paid vacation and sick time. We offer eight weeks of paid parental leave benefit for birth mothers and four weeks for nonbirth parents, including adoptive and foster parents. Both full-time and part-time employees are eligible for this benefit. Parents who both work for the Company are each eligible for a parental pay benefit.
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SAFETY
We are committed to safe and environmentally responsible operations to protect the health and safety of our employees, contractors and communities. This commitment is reflected in our safety systems design, our well-maintained equipment and our focus on continuous learning and improvement. Additionally, our annual cash bonus program metrics include several employee, process and environmental safety metrics.
The COVID-19 pandemic has underscored for us the importance of keeping our employees safe and healthy. In March 2020, we activated our Corporate Emergency Response Team to ensure a consistent and aggressive response across all facets of our Company. The safety and health of our employees, including our essential personnel, were our top priorities. As part of our existing pandemic plan, we had a central inventory of N95 respirators, surgical masks and nitrile gloves to supply to our employees and contractors when the pandemic began. We implemented a number of protective measures to ensure employee and contractor safety as they continued to keep our critical operations running safely. We continue to monitor the situation and adapt our practices as appropriate.
2021 Proxy Statement
21


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, 2020 and 2019 were ($ in thousands):
Services20202019
($)($)
Audit 16,853 
(1)
10,933 
Audit-Related — — 
Tax 877 933 
All Other 225 
Total 17,735 12,091 
(1) Includes approximately $6.6 million for professional services rendered in connection with the planned sale of our Speedway business.
Audit Fees for the years ended December 31, 2020, and December 31, 2019, 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 fees for the year ended December 31, 2020, also included professional services rendered for the carve-out audits of the Speedway business combined financial statements in connection with our agreement to sell the business.
Tax Fees for the years ended December 31, 2020, and December 31, 2019, 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.
All Other Fees for the year ended December 31, 2020, were for an accounting research and disclosure checklist software license. All Other Fees for the year ended December 31, 2019, were for non-audit advisory services and an accounting research and disclosure checklist software license.
MPLX, a consolidated subsidiary of MPC, separately pays its own independent auditor fees, which totaled $6.3 million for the year ended December 31, 2020, and $8.5 million for the year ended December 31, 2019.
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 CFO 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 2020 and 2019, 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.
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Marathon Petroleum Corporation

PROPOSAL 2. 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.
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The following are available under the “Investors” tab of our website by selecting “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 2020. 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, 2020, for filing with the SEC.
AUDIT COMMITTEE
Susan Tomasky, Chair
James E. Rohr, Vice Chair
Abdulaziz F. Alkhayyal
Jonathan Z. Cohen
J. Michael Stice
Proposal 2. Ratify the Independent Auditor for 2021
2.
The Audit Committee has appointed PricewaterhouseCoopers LLPü
The Board recommends a vote FOR this proposal.
as our independent registered public accounting firm for the year ending December 31, 2021. We are submitting this appointment to our shareholders for ratification.
Our Audit Committee is responsible for appointing, replacing, compensating and overseeing the work of the independent auditor. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has served as our independent auditor since 2010. The Audit Committee has appointed PricewaterhouseCoopers LLP as our independent auditor to audit the Company’s books and accounts for the year ending December 31, 2021. 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 virtual 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.
2021 Proxy Statement
23


EXECUTIVE COMPENSATION
In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our compensation philosophy and objectives and our executive compensation program, and explain how and why the Compensation and Organization Development Committee made its 2020 compensation decisions for our named executive officers listed below (our “NEOs”). We recommend this section be read together with the tables and related disclosures in “Executive Compensation Tables” below.
Page No.Page No.
Executive SummaryExecutive Compensation Tables
How We Set Executive Compensation
2020 Summary Compensation Table
Executive Compensation Program for 2020
2020 Grants of Plan-Based Awards
2020 Base Salary
Outstanding Equity Awards at 2020 Fiscal Year-End
2020 Annual Cash Bonus Program
Option Exercises and Stock Vested in 2020
2020 Long-Term Incentive Compensation Program
Post-Employment Benefits for 2020
Other Benefits
2020 Nonqualified Deferred Compensation
Compensation Governance
Potential Payments Upon Termination or Change in Control
Compensation and Organization Development Committee Report
CEO Pay Ratio
Executive Summary
Named Executive Officers for 2020
This CD&A focuses on the compensation for our NEOs, which for 2020 included our current Chief Executive Officer (“CEO”), former CEO, Chief Financial Officer (“CFO”), and three other most highly compensated executive officers serving as executive officers at the end of 2020. Our NEOs for 2020 were:
NameTitle as of December 31, 2020
Michael J. HenniganPresident and CEO (effective March 17, 2020); MPLX, President (since 2017), CEO (since 2019) and Chairman (since April 29, 2020)
Donald C. TemplinExecutive Vice President and CFO (transitioned from CFO role effective January 25, 2021)
Timothy T. GriffithPresident, Speedway LLC
Raymond L. BrooksExecutive Vice President, Refining
Suzanne GagleGeneral Counsel
Gary R. HemingerFormer Chairman (retired effective April 29, 2020) and Former President and CEO (until March 17, 2020)
In late 2019, our then Chairman, President and CEO, Mr. Heminger, announced his plans to retire. Following a comprehensive succession planning process, as further described in “Human Capital and Executive Succession Planning” on page 16, the Board selected Mr. Hennigan, who joined our company in 2017 and previously served as MPLX’s President and CEO, to lead MPC as our President and CEO. Mr. Heminger ceased to serve as President and CEO effective March 17, 2020, and Mr. Hennigan assumed the role of President and CEO on that date. Mr. Heminger continued to serve as Chairman of the Board until our annual meeting of shareholders on April 29, 2020. Following the annual meeting, Mr. Heminger retired as Chairman, and the Board elected Mr. Surma to lead the Board as its independent Chairman.

24
Marathon Petroleum Corporation

EXECUTIVE COMPENSATION
Key Events Influencing Executive Pay in 2020
KEY EVENTS IMPACTING MPC
Challenging Market ConditionsLeadership Transition
Challenges created by the global pandemic and oil price tensions resulted in:Retirement of Mr. Heminger as our CEO, and appointment of Mr. Hennigan as our new CEO
A significant decrease in demand for our products and services
Separation of CEO and Chairman roles, and appointment of Mr. Surma as our new Chairman
Reduction in share price for MPC and our direct peers/competitors
Transition of Compensation and Organization Development Committee Chair responsibilities to Mr. Galante
ò
OUR STRATEGIC RESPONSE TO EVOLVING MARKET CONDITIONS
Short-Term Strategic FocusOther Key Strategic Actions
Strengthen the competitive position of our assetsSignificant progress toward the sale of our Speedway business
Improve our commercial performance
Growing our renewables business as a leader in sustainable energy
Lower our cost structure
Positioning MPC for long-term success and through-cycle resilience
ò
COMPENSATION PROGRAM ACTIONS TO SUPPORT MPC THROUGH CHALLENGING MARKET ENVIRONMENT
20202021
No relaxation of performance goals for our Annual Cash Bonus program or performance units despite the negative impact of the pandemic on financial results
Undertook a holistic review of our executive compensation program and guiding principles to strengthen shareholder alignment
Exercised negative discretion to reduce the payout percentage under our synergy performance unit program in light of the effects of the pandemic and 2020 business results on our share price
Improved our Annual Cash Bonus program by increasing the weighting of financial performance metrics (from 50% to 80%), strengthening shareholder alignment and rewarding for areas of strategic focus
Reduced CEO total target compensation by approximately 22% upon the transition to new CEO
Added a new Diversity, Equality & Inclusion metric to our Annual Cash Bonus program
Appointed a new independent compensation consultant
Strengthened our Long-Term Incentive program design by:
Increasing the weighting of performance-based equity from 50% to 60% for executive participants
Added a new greenhouse gas (GHG) intensity metric to our Annual Cash Bonus program
Reducing the types of equity granted from five to three and discontinuing the use of stock options
Made organizational changes designed to reduce overall executive compensation expenses by more than $15 million annually
Adding the S&P 500 Index and Alerian MLP Index to our relative TSR performance group
Pay for Performance
The Compensation and Organization Development Committee has designed our executive compensation program to reflect our strong focus on pay for performance, which the Committee believes drives superior financial results and value creation. We tie pay to performance by:
Structuring a significant portion of our executives’ target pay as performance-based compensation, including our Annual Cash Bonus program and performance-based long-term incentive awards.
Evaluating our performance against rigorous, pre-established financial and sustainability performance measures.
2021 Proxy Statement
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EXECUTIVE COMPENSATION
Exercising discretion with respect to incentive compensation otherwise payable upon achievement of pre-established goals to adjust for unforeseen business occurrences.
Our executive compensation program is designed to reward achievement of specific Company performance and individual performance goals. Performance measures include a broad spectrum of metrics that are aligned with our vision, including goals relating to financial results as well as environmental, social, governance and safety matters. Target, threshold and maximum performance goals for these measures are established at the beginning of each year by evaluating factors such as performance achieved in the prior year(s), anticipated challenges for the current year, our business plan and our overall strategy. The Compensation and Organization Development Committee certifies achievement of the performance measures under our Annual Cash Bonus program and our performance units, and annually evaluates our NEOs’ performance in achieving our performance measures and executing on our other business and strategic objectives.
The Compensation and Organization Development Committee believes awarding a significant portion of our executives’ pay in the form of performance-based long-term incentive awards creates a strong link between our NEOs’ compensation and our performance relative to our respective 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 as of the end of the applicable performance period. We calculated TSR for purposes of these graphs using the same methodology and peer group that we use for our 2020 MPC performance unit awards, as further described below under “2020 Long-Term Incentive Compensation Program” beginning on page 35.
1-Year TSR Performance3-Year TSR Performance5-Year TSR Performance
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Strong Alignment with Shareholders
Our compensation program is also designed to reflect a strong alignment between our NEOs’ interests and our shareholders’ interests, which the Compensation and Organization Development Committee believes is a key component of a successful executive compensation program. We achieve this alignment by:
Structuring a significant portion (in 2020, 72% for Mr. Hennigan, our current CEO; 66% for the other current NEOs) of our executives’ target pay in the form of equity compensation. 2020 CEO EQUITY COMPENSATION MIX
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Tying our MPC performance-based long-term incentive awards to a three-year relative TSR measure.
Maintaining significant stock ownership requirements to ensure our executives hold a meaningful amount of our stock (6x base salary for the CEO; 4x base salary for presidents and executive vice presidents; 3x base salary for our general counsel, chief human resources officer and senior vice presidents).
Equity Compensation (target)
Other Compensation (target)
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  Marathon Petroleum Corporation

EXECUTIVE COMPENSATION
Our mix of short-term cash compensation (primarily base salary and annual cash bonus) and long-term equity awards encourages focus on both shorter-term business objectives and longer-term financial and strategic objectives without introducing excessive risk. In general, employees with more ability to directly influence overall Company and business segment performance, such as our NEOs, have a greater portion of their overall compensation provided through long-term incentives.
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 2020 annual meeting, our shareholders approved our NEO compensation with approximately 90% of the vote. The Compensation and Organization Development Committee believes this level of shareholder support generally affirms the design and objectives of our executive compensation program. We also maintain regular dialogue with a wide variety of investors on numerous topics, including our NEO compensation program, and make changes in response to feedback as appropriate. The Compensation and Organization Development Committee considered both the most recent Say-on-Pay results and feedback from our investor engagement efforts when undertaking a holistic reevaluation of our executive compensation program in 2020 and making the changes described below under “Changes to Our Executive Compensation Program for 2020” and “Further Changes to Our Executive Compensation Program for 2021.”
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 3 on page 65 of this Proxy Statement for more information on this advisory vote.
Changes to Our Executive Compensation Program for 2020
Compensation and Organization Development Committee Evolution
In 2020, the Board made important changes to the committee formerly known as the Compensation Committee, renaming it the Compensation and Organization Development Committee to explicitly recognize the Committee’s oversight of our human capital management strategies and policies, including our diversity and inclusion initiatives, pay equity, talent and performance management and employee engagement. The Compensation and Organization Development Committee subsequently amended its charter to specifically set out its responsibilities with respect to these matters, which are critical to our long-term success as a company.
New Compensation Committee Leadership
The Board selected Mr. Galante as the new Chair of the Compensation and Organization Development Committee in April 2020. Mr. Galante replaced Mr. Rohr, who is retiring from the Board on the Annual Meeting date consistent with our retirement policy for directors.
Selection of New Independent Compensation Consultant
The Compensation and Organization Development Committee believes it is good governance to periodically review its independent compensation consultant and did so in mid-2020. When conducting its review, the Compensation and Organization Development Committee identified five firms as potential consultants based upon its consideration of each firm’s independence, experience within our industry and reputation. The Committee then used a points-based system to evaluate each firm’s personnel, philosophy and work practices, preliminary analysis of our programs and fee structure. Following this process, F. W. Cook & Co., Inc. (“FW Cook”) was selected as the Committee’s new independent compensation consultant to provide information and advice on our executive compensation program design and implementation.
New Sustainability Metric Included in Annual Cash Bonus Program
In February 2020, the Compensation and Organization Development Committee approved adjustments to the metrics of our Annual Cash Bonus (“ACB”) program for 2020, including the addition of a new Sustainability metric, the removal of the previous Synergy Capture metric, and a general reweighting of the pre-established metrics, which comprised 80% of the program for 2020.
2021 Proxy Statement
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EXECUTIVE COMPENSATION
The Sustainability metric combines a new GHG intensity metric that measures our incremental progress toward our greenhouse gas emissions intensity reduction goals together with a number of existing safety- and environmental-related metrics (including Designated Environmental Incidents, the Marathon Safety Performance Index and the Process Safety Events Rate). This new metric is weighted at 20%, with each of its four components weighted at 5%. See “2020 Annual Cash Bonus Program” below for a further description of each of these components.
The Compensation and Organization Development Committee retains the discretion in all cases to adjust any payout under the ACB program based upon its assessment of our performance in safety and environmental stewardship, which is one of our core values discussed further on page 19 under “Sustainability at MPC.”
SUSTAINABILITY METRIC 20%
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GHG Intensity
Designated Environmental Incidents
Marathon Safety Performance Index
Process Safety Events Rate
Changes to Types of Awards Made Under the Long-Term Incentive Program
As shown in the discussion of our Long-Term Incentive (“LTI”) program below, 20% of the MPC-based LTI awards granted to our NEOs in 2019 were in the form of restricted stock. For 2020, the Compensation and Organization Development Committee awarded this portion of the LTI program to our NEOs in the form of restricted stock units (“RSUs”).
Further Changes to Our Executive Compensation Program for 2021
2021 ACB Program Metrics
The Compensation and Organization Development Committee annually considers the structure of our ACB program and makes adjustments it believes will best incentivize our NEOs to achieve goals that are important to our Company and its stakeholders. Changes applicable to the 2021 ACB program include:
Financial performance metrics, previously weighted at 50%, will be weighted at 80%.
EBITDA (as defined below) and distributable cash flow will now be measured on a per MPC share basis and a per MPLX unit basis, respectively.
A new refining operating costs metric has been added to reflect this key management initiative imperative to our success.
The Environmental, Social & Governance metric, previously referred to as the Sustainability metric, will now include a Diversity, Equality & Inclusion component to measure our effectiveness toward reaching our five-year ethnicity and gender representation goals.
2021 LTI Program Structure
Following discussions with FW Cook, its independent compensation consultant, the Compensation and Organization Development Committee determined to make a number of changes to our LTI program for 2021 to reduce complexity and promote Company financial performance and value creation. These changes include:
The types of LTI awards granted have been reduced from five to three, and stock options will no longer be granted.
Adjustments to the LTI mix – now 60% MPC performance share units, 20% MPC RSUs and 20% MPLX phantom units – result in an overall increase in performance-based awards from 50% to 60%.
The relative TSR performance group for MPC performance units will now include the S&P 500 Index and the Alerian MLP Index.
To increase alignment with our shareholders, performance share units, previously denominated in dollars, will now be denominated in shares of MPC common stock.
To smooth grant date volatility, awards will now be determined on the basis of the average 30-calendar day closing price prior to grant date.
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