DEF 14A 1 a2022mpcproxystatement.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
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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 2022 ANNUAL MEETING OF SHAREHOLDERS
Record Date:Meeting Date:Meeting Time:Meeting Location:
March 2, 2022April 27, 202210 a.m. EDTwww.virtualshareholdermeeting.com/MPC2022
Additional Meeting Information: See “FAQs About Voting and the Annual Meeting” beginning on page 82.
DEAR SHAREHOLDER,
You are invited to attend Marathon Petroleum Corporation’s 2022 Annual Meeting of Shareholders on Wednesday, April 27, 2022, at 10 a.m. EDT, to be held online at www.virtualshareholdermeeting.com/MPC2022. At the meeting, shareholders will be asked to vote on the following matters:
Ø
Proposal 1: To elect the four director nominees for Class II named in the Proxy Statement.
Ø
Proposal 2: To ratify the appointment of our independent auditor for 2022.
Ø
Proposal 3: To approve, on an advisory basis, our named executive officer compensation.
Ø
Proposal 4: To amend our Certificate of Incorporation to declassify the Board of Directors.
Ø
Proposal 5: To amend our Certificate of Incorporation to eliminate the supermajority provisions.
Ø
Proposal 6: To amend our Certificate of Incorporation to amend the exclusive forum provision.
Ø
Proposals 7-9: If properly presented at the meeting, three shareholder proposals.
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 Wednesday, March 2, 2022, 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 14, 2022, we are posting our proxy materials at www.proxyvote.com and mailing to shareholders a Notice Regarding the Availability of Proxy Materials, explaining how to access the proxy materials over the internet. We are also mailing a printed set of the proxy materials to shareholders who have elected to receive paper copies. Shareholders may request a printed set of the proxy materials by following the instructions provided in the Notice.
We thank you for your continued support and look forward to your attendance at our virtual Annual Meeting.
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 Marathon Petroleum Corporation’s 2021 Annual Report are available at www.proxyvote.com.







TABLE OF CONTENTS
ü
Independent Chairman of the Board
Oversight of Risk Management
Oversight of Political Engagement and Public Policy
ü
CEO Pay Ratio
ü
ü
ü
ü
û
û
û
APPENDICES
I-1
II-1
III-1
Appendix IV. Proposed Amendment to Certificate of Incorporation (Proposal 6)
IV-1







PROXY SUMMARY
This summary highlights information contained in this Proxy Statement, which is first being sent or made available to shareholders on or about March 14, 2022. 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 2021 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, 2021, which accompanies this Proxy Statement.
Annual Meeting and Voting Information
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DATE AND TIMELOCATIONRECORD DATEVOTING
Wednesday, April 27, 2022
The Annual Meeting will be held virtually at:
 www.virtualshareholder
meeting.com/MPC2022
Wednesday, March 2, 2022
Only holders of record of MPC’s common stock as of the record date will be entitled to notice and to vote
10 a.m. EDTShares outstanding:
558,574,459
As part of our precautions regarding the coronavirus and to support the health and well-being of our shareholders and employees, MPC’s 2022 Annual Meeting (the “Annual Meeting”) will be held exclusively online.
See “FAQs About Voting and the Annual Meeting” beginning on page 82 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.
Proposal
Page Reference
Board Recommendation
Proposal 1. Elect four director nominees to Class II
FOR each nominee
Proposal 2. Ratify the independent auditor for 2022
FOR
Proposal 3. Approve, on an advisory basis, our named executive officer compensation
FOR
Proposal 4. Amend the Certificate of Incorporation to declassify the Board of Directors
FOR
Proposal 5. Amend the Certificate of Incorporation to eliminate the supermajority provisions
FOR
Proposal 6. Amend the Certificate of Incorporation to amend the exclusive forum provision
FOR
Proposals 7-9. Shareholder proposals
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 63.8% (as of December 31, 2021) 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 sold to 7-Eleven, Inc. on May 14, 2021.
2022 Proxy Statement
1


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 7 of this Proxy Statement.
Director Since
Committee Memberships
Other Current Public Company Boards
NameAge*IndependentOccupationACGS
Abdulaziz F. Alkhayyal682016üRetired Senior Vice President, Industrial Relations, Saudi Aramco¡¡¤1
Evan Bayh662011üSenior Advisor, Apollo Global Management¡µ3
Charles E. Bunch

722015üRetired Chairman and CEO, PPG Industries¡µ3
Jonathan Z. Cohen512019üCEO and President, Hepco Capital Management, LLC¤¡
Steven A. Davis632013üFormer Chairman and CEO, Bob Evans Farms, Inc.¤¡3
Edward G. Galante712018üRetired Senior Vice President and Management Committee Member, ExxonMobil Corporationµ¡3
Michael J. Hennigan622020CEOPresident and CEO, Marathon Petroleum Corporation¡1**
Kim K.W. Rucker552018üFormer Executive Vice President, General Counsel and Secretary, Andeavor¡3
Frank M. Semple
702021üRetired Chairman, President and CEO, MarkWest Energy Partners, L.P.¡¡1**
J. Michael Stice632017üDean, Mewbourne College of Earth & Energy, The University of Oklahoma¡¤¡2**
John P. Surma672011üChairman of the Board, Marathon Petroleum CorporationINDEPENDENT CHAIRMAN3**
Susan Tomasky692018üRetired President, AEP Transmissionµ¡2
* As of April 27, 2022.
** Includes service on the board of directors of MPLX GP LLC, a wholly owned subsidiary of MPC, which the Corporate Governance and Nominating Committee views as an extension of service on MPC’s Board of Directors for purposes of assessing the level of outside public board commitments.
 
AAudit CommitteeCCompensation and Organization Development CommitteeGCorporate Governance and Nominating CommitteeSSustainability and Public Policy CommitteeµChair¤Vice Chair¡Member
INDEPENDENT
CHAIRMAN OF THE BOARD
2 / 12
42%
DIVERSE
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100%
MEETING ATTENDANCE IN 2021
Women
4 / 12
Diversity: Race, Ethnicity and
Native American Tribal Membership
5.6 YEARS
AVERAGE TENURE
92%
OF DIRECTORS
ARE INDEPENDENT
4 STANDING COMMITTEES
Audit
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Compensation and
Organization Development
Corporate Governance and Nominating
0-4 Yrs5-8 Yrs
9+
Yrs
Sustainability and Public Policy
2
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, governments and others who have a stake in how we operate. Our key corporate governance practices include:
Page No.
Page No.
ü
Shareholder right to call a special meeting of shareholders
ü
Annual Board and committee self-evaluations, and individual evaluations of nominees for reelection
ü
All non-employee directors are independent
ü
 Risk oversight by the full Board and its committees
ü
Proxy access shareholder right to submit director nominations for inclusion in our proxy statement
ü
Extensive voluntary disclosures in the areas of environmental targets and performance
ü
Majority voting standard for uncontested director elections
ü
Extensive voluntary disclosures on our human capital management initiatives, including EEO-1 data
ü
Strong independent Chairman role reinforces effective independent leadership on the Board
ü
Robust shareholder engagement program
ü
Meaningful stock ownership guidelines for executive officers
ü
Three fully independent standing Board committees
ü
Independent directors meet regularly in executive session
ü
Prohibition on hedging and pledging of our stock
ü
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:
2022
Submitting to our shareholders, for consideration at the 2022 Annual Meeting, amendments to our Certificate of Incorporation providing for annual elections for all directors and elimination of the supermajority provisions
2021
Submitted to our shareholders, for consideration at the 2021 Annual Meeting, amendments to our Certificate of Incorporation providing for annual elections for all directors and elimination of the supermajority provisions
Following a thorough review of Board committee oversight responsibilities, amended our committee charters to adjust and clarify committee responsibilities, including for ESG oversight and stakeholder engagement
2020
Elected an independent Chairman of the Board
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
2022 Proxy Statement
3


Sustainability Highlights
At MPC, our commitment to sustainability means taking actions that create shared value with our stakeholders – empowering people to achieve more, contributing to progress in our communities and protecting the environment we all share. Under the guidance of the Board and its Sustainability and Public Policy Committee, and following extensive engagement with stakeholders and shareholders holding over 70% of our outstanding shares, we are pleased to share two key developments:
In February 2022, we announced the establishment of an absolute target to reduce Scope 3–Category 11 greenhouse gas (“GHG”) emissions from our products to 15% below 2019 levels by the year 2030.
We recently published our report on Creating Shared Value Through A Just and Responsible Transition (“Just Transition Report”) to address the potential social impacts of our business as the energy transition progresses.
See www.marathonpetroleum.com/Sustainability/ for more information on our sustainability targets and to view our annual Sustainability Report and recently-published Just Transition Report.
STRENGTHEN RESILIENCY
Strengthening our business for today, while building durability for tomorrow
and beyond
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Absolute Scope 3–Category 11 GHG emissions reduction target announced February 2022
Targets to reduce Scope 1 & 2 GHG emissions intensity, methane emissions intensity and freshwater withdrawal intensity
First-ever petroleum refiner to have five refineries earn U.S. EPA’s ENERGY STAR® certifications in one year
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Diversified Portfolio: Largest natural gas processor in the U.S. facilitating approximately 250 million tonnes of CO2e reductions per year from coal to gas switching within the power sector
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Formal Biodiversity Commitment
One of the first U.S. downstream energy companies to launch a program to track and reduce freshwater intensity across all of our operations
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INNOVATE FOR THE FUTUREInvesting in the energy evolution to lower carbon intensity and capture value
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of 2022 planned growth capital spend on renewablesDickinson, ND, Renewable Diesel FacilityMartinez, CA, Renewable Fuels Facility
184
million
gallons/yr capacity
Second largest in the U.S.
Producing a >50% lower carbon intensity
renewable diesel
730
million
gallons/yr capacity
60% reduction in GHG emissions
compared to previous refinery operations
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Creating alternatives to petroleum-based products through our wholly-owned subsidiary, Virent
Exploring sustainable aviation fuel opportunities with Southwest Airlines and other potential partners
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Partnering with Fulcrum BioEnergy to process biocrude from municipal solid waste
Evaluating strategic Renewable Natural Gas opportunities for key assets
EMBED SUSTAINABILITY
Embracing sustainability in decision-making, in how we engage our people and
in how we create value with stakeholders
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20% of Annual Cash Bonus Program Linked to ESG Metric
GHG intensity reduction, Diversity, Equity and Inclusion, and environmental and safety metrics
Comprehensive approach to stakeholder engagement across the company
Just Transition Report focused on potential social impacts of energy transition
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Strong Safety Performance
40% reduction in Tier 1 and Tier 2 refining process safety events since 2016
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No. 1 on S&P Global ESG Rating for U.S. Oil and Gas Refining and Marketing sector
4
Marathon Petroleum Corporation


Executive Compensation Highlights
2021 Say-on-Pay Vote, Shareholder Engagement and Board Responsiveness
We regularly engage with our shareholders on a wide range of topics, including our executive compensation program. The Compensation and Organization Development Committee values the feedback from these discussions and uses it, along with the outcome of our annual say-on-pay vote, to inform executive compensation decisions as appropriate. We have historically received strong shareholder support for our executive compensation program, averaging 92% in the five years prior to 2021. However, at our 2021 Annual Meeting, we received approximately 30% shareholder support for our 2020 executive compensation program. Our Board and management were disappointed with the results of the 2021 say-on-pay vote and undertook extensive efforts to obtain our shareholders’ views on our executive compensation program and other key governance and disclosure matters.
2021 SHAREHOLDER ENGAGEMENT
Our shareholder engagement team, comprised of:Proactively reached out to shareholders representing:Met with shareholders representing:Matters discussed during these meetings included:
Senior members of executive management from our Finance, Human Resources, Corporate Secretary, Investor Relations, HES&S and ESG groups
As requested or as otherwise deemed appropriate, members of our Board, Compensation and Organization Development and Sustainability and Public Policy Committees
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Our business strategy, corporate governance, 2021 executive compensation program, human capital management, sustainability, climate change and public policy
of our outstanding shares, including 74 institutional investorsof our outstanding shares, including 22 institutional investors
Shareholder feedback during these meetings was overwhelmingly positive regarding the changes made for our 2021 executive compensation program. See “2021 Say-on-Pay Vote, Shareholder Engagement and Board Responsiveness” beginning on page 31 for additional information about our most recent say-on pay vote, our shareholder engagement process, and the changes the Compensation and Organization Development Committee made for our 2021 executive compensation programs.
Leading Practices in Executive Compensation
Our executive compensation program and policies demonstrate our commitment to sound compensation and governance practices, promote our pay-for-performance objectives and mitigate risk to our shareholders.
üMajority of total target compensation is performance-basedüAnti-hedging and anti-pledging policy
üPerformance measures align with shareholder interestsüNo repricing of stock options
ü
No guaranteed minimum bonus
üLimited perquisites and personal benefits
üPerformance metric achievement capped at 200%üNo excise tax gross-ups
üRecoupment/clawback provisions for both long-term incentive and short-term incentive awardsüNo tax gross-ups on perquisites (other than for relocation reimbursements in limited circumstances)
üSignificant stock ownership guidelinesüDividend equivalents paid only when award vests
ü“Double trigger” vesting for all long-term incentive awardsüCompensation and Organization Development Committee oversight of annual compensation risk assessment
üESG metrics tied to executive and employee compensation
2022 Proxy Statement
5


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; director qualifications; outside commitments; 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.”

6
Marathon Petroleum Corporation


Proposal 1. Election of Directors
ü
The Board of Directors recommends you vote FOR each of the following Class II director nominees:
Evan BayhCharles E. BunchEdward G. GalanteKim K.W. Rucker
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 12, with four directors in each class. Our shareholders elect one class each year for a three-year term. The members of Class II—Messrs. Bayh, Bunch and Galante and Ms. Rucker—are due to stand for election at the 2022 Annual Meeting.
As informed by our individual director evaluation process discussed further on page 19, our Board recommends that shareholders vote FOR the election to the Board of each Class II director nominee. We expect each nominee will be able to serve if elected. Any director vacancy may be filled by a majority vote of the remaining directors. Any director elected in this manner would hold office until expiration of the term of 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)
52241163395113
5.6 Years
Average Tenure
Key Skills and Experience
Senior Leadershipüüüüüüüüüüüü12/12
Finance & Accountingüüüüüüüüüüü11/12
Industry Expertiseüüüüüüüüüüü11/12
Risk Managementüüüüüüüüüüüü12/12
Operations Experienceüüüüüüüü8/12
Government, Legal & Regulatory
üüüüü5/12
ESG/Sustainability Experienceüüüüüüüüüüüü12/12
Public Company Governanceüüüüüüüüüüüü12/12
Age (at April 27, 2022)
685162706672715563636769
65 Years
Average Age
GenderMale¡¡¡¡¡¡¡¡¡¡83%
Female¡¡17%
Diversity: Race, Ethnicity and
Native American Tribal Membership
¡¡¡¡33%
Total Diversity¡¡¡¡¡42%
CLASS ICLASS IICLASS III
* Reflects expected composition of the Board following the Annual Meeting, assuming all Class II director nominees are elected.
2022 Proxy Statement
7

PROPOSAL 1. ELECTION OF DIRECTORS
Evan BayhCLASS II DIRECTOR NOMINEE
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 accountingüESG/Sustainability experience
üRisk management üPublic company governance
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: 66
Director since: 2011
MPC Board Committees:
Corporate Governance and Nominating
Sustainability and Public Policy, 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: B.S., Business Economics, Indiana University; J.D., University of Virginia
Charles E. BunchCLASS II DIRECTOR NOMINEE
Retired Chairman and CEO, PPG Industries, Inc.Term expires 2022
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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 (2005-2015) and Executive Chairman (2015-2016) of PPG Industries, Inc. a global supplier of paints and coatings
Independent Director
Age: 72
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: None
Education: B.S., International Affairs, Georgetown University; M.B.A., Harvard University Graduate School of Business Administration
Other Professional Experience and Community Involvement:
Former Chairman, board of the Federal Reserve Bank of Cleveland

8
Marathon Petroleum Corporation

PROPOSAL 1. ELECTION OF DIRECTORS
Edward G. GalanteCLASS II DIRECTOR NOMINEE
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: 71
Director since: 2018
MPC Board Committees:
Compensation and Organization Development, Chair
Sustainability and Public Policy
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 (2016-2021); Clean Harbors, Inc. (since 2010); Linde PLC (since 2018)
Other Directorships within Past Five Years: Andeavor (2016-2018); Praxair, Inc. (2007-2018)
Education: B.S., 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
Member, Board of Directors, Artis-Naples
Kim K.W. RuckerCLASS II DIRECTOR NOMINEE
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
üFinance and accountingüESG/Sustainability experience
üIndustry expertiseüPublic company governance
üRisk management
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: 55
Director since: 2018
MPC Board Committees:
Sustainability and Public Policy




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); HP Inc. (since 2021), Lennox International Inc. (since 2015)
Other Directorships within Past Five Years: None
Education: B.B.A., Economics, University of Iowa; J.D., Harvard Law School; M.P.P., 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

2022 Proxy Statement
9

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: 63
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); American Eagle Outfitters, Inc. (since 2020); PPG Industries, Inc. (since 2019)
Other Directorships within Past Five Years: Legacy Acquisition Corp. (2017-2020); Sonic Corp. (2016-2018)
Education: B.S., Business Administration, University of Wisconsin at Milwaukee; M.B.A., University of Chicago; Hon. D.B.A., University of Wisconsin at Milwaukee
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
jmikestice112018ma01.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: 63
Director since: 2017
MPC Board Committees:
Audit
Corporate Governance and Nominating, Vice Chair
Sustainability and Public Policy
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: MPLX GP LLC* (since 2018); Spartan Acquisition Corp. III (since 2021)
Other Directorships within Past Five Years: Spartan Acquisition Corp. II (2020-2021); Spartan Energy Acquisition Corp. (2018-2020); U.S. Silica Holdings, Inc. (2013-2021)
Education: B.S., Chemical Engineering, The University of Oklahoma; M.S., Business, Stanford University; Ed.D, Organizational Leadership, The George Washington University
*As MPLX GP LLC is a wholly owned subsidiary of MPC, the Corporate Governance and Nominating Committee views service on its board as an extension of service on our Board for purposes of assessing the level of outside public board commitments.

10
Marathon Petroleum Corporation

PROPOSAL 1. ELECTION OF DIRECTORS
John P. SurmaCLASS III DIRECTOR
Chairman of the Board, Marathon Petroleum CorporationTerm expires 2023
johnsurma22021.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: 67

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: MPLX GP LLC* (since 2012); Public Service Enterprise Group Inc. (since 2019); Trane Technologies plc (formerly Ingersoll-Rand plc) (since 2013)
Other Directorships within Past Five Years: Concho Resources Inc. (2014-2020)
Education: B.S., Accounting, Pennsylvania State University
Other Professional Experience and Community Involvement:
*As MPLX GP LLC is a wholly owned subsidiary of MPC, the Corporate Governance and Nominating Committee views service on its board as an extension of service on our Board for purposes of assessing the level of outside public board commitments.
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
susantomasky11201a01.jpg
Key Qualifications and Experience
üSenior leadership experience üGovernment, legal and regulatory
üFinance and accountingüESG/Sustainability experience
üIndustry expertiseüPublic company governance
üRisk management
Career Highlights:
President of AEP Transmission, a division of American Electric Power Co., Inc. (2008-2011)
Independent Director
Age: 69
Director since: 2018
MPC Board Committees:
Audit, Chair
Sustainability and Public Policy
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: Fidelity Equity and High Income Mutual Funds (since 2020); Public Service Enterprise Group Inc. (since 2012)
Other Directorships within Past Five Years: Andeavor (2011-2018), including service as Lead Director (2015-2018); Summit Midstream Partners GP, LLC (2012-2018)
Education: B.L.A., University of Kentucky; J.D., 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
2022 Proxy Statement
11

PROPOSAL 1. ELECTION OF DIRECTORS
Abdulaziz F. Alkhayyal CLASS I DIRECTOR
Retired Senior Vice President, Industrial Relations, Saudi AramcoTerm expires 2024
abdulazizfalkhayya01.jpg
Key Qualifications and Experience
üSenior leadership experience üOperations experience
üFinance and accountingüESG/Sustainability experience
üIndustry expertiseüPublic company governance
üRisk management
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: 68
Director since: 2016
MPC Board Committees:
Audit
Compensation and Organization Development
Sustainability and Public Policy, Vice 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: B.S., Mechanical Engineering, University of California, Irvine; M.B.A., 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
CEO and President, Hepco Capital Management, LLCTerm expires 2024
jonathanzcohen59263a01.jpg
Key Qualifications and Experience
üSenior leadership experience as former CEOüESG/Sustainability experience
üFinance and accountingüGovernment, legal and regulatory
üIndustry expertise üPublic company governance
üRisk management
Career Highlights:
CEO and President of Hepco Capital Management, a private investment firm (since 2016)
Independent Director
Age: 51
Director since: 2019
MPC Board Committees:
Audit, Vice Chair
Corporate Governance and Nominating


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)
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: None
Other Directorships within Past Five Years: Atlas Energy Group, LLC (2012-2019*); Energen Corporation (2018); Falcon Minerals Corporation (2017-2020); Osprey Technology Acquisition Corp. (2019-2021); Titan Energy, LLC (2016-2019*)
Education: B.A., University of Pennsylvania; J.D., American University School of Law
Other Professional Experience and Community Involvement:
Co-founder, Castine Capital Management, LLC
*Ceased reporting under Exchange Act Section 15(d)
in 2019.
Chairman, Executive Committee, Lincoln Center Theater; 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
12
Marathon Petroleum Corporation

PROPOSAL 1. ELECTION OF DIRECTORS
Michael J. HenniganCLASS I DIRECTOR
President and CEO, Marathon Petroleum CorporationTerm expires 2024
dsc_0276xmikexhennigan.jpg
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 2020) and director (since April 2020) of MPC; Chairman (since April 2020), CEO (since 2019) and President (since 2017) of MPLX
Management Director
Age: 62
Director since: 2020
MPC Board Committees:
Sustainability and Public Policy
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: Sunoco Partners LLC (2010-2017); Tesoro Logistics GP, LLC (2018-2019)
Education: B.S., Chemical Engineering, Drexel University
*As MPLX GP LLC is a wholly owned subsidiary of MPC, the Corporate Governance and Nominating Committee views service on its board as an extension of service on our Board for purposes of assessing the level of outside public board commitments.
Frank M. SempleCLASS I DIRECTOR
Retired Chairman, President and CEO, MarkWest Energy Partners, L.P.Term expires 2024
dm10194_frankxmxsemplexmpc.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:
Vice Chairman (2015-2016) and director (since 2015) of MPLX following MPLX’s acquisition of MarkWest Energy Partners, L.P.
Independent Director
Age: 70
Director since: 2021
(previous MPC Board member 2015-2018)
MPC Board Committees:
Audit
Compensation and Organization Development
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: MPC (2015-2018); Tesoro Logistics GP, LLC (2018-2019); Tortoise Acquisition Corp. (2019-2020)
Education: B.S., 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
*As MPLX GP LLC is a wholly owned subsidiary of MPC, the Corporate Governance and Nominating Committee views service on its board as an extension of service on our Board for purposes of assessing the level of outside public board commitments.

2022 Proxy Statement
13

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, their outside commitments, our director retirement policy and our strategic direction.
Director Candidates
The Corporate Governance and Nominating Committee assesses candidates for membership on the Board. The Committee may work with a third-party professional search firm to assist with identifying and evaluating director candidates and their credentials. The Committee has the authority to retain and terminate any such firm, including the authority to approve the firm’s fees and other retention terms.
The 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 2023 annual meeting in accordance with our Bylaws.
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:
vvv
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
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.
14
Marathon Petroleum Corporation

CORPORATE GOVERNANCE
The Board affirmatively determined that the following directors are independent:
image62.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. Rohr retired from the Board effective April 28, 2021.
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. 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.11of 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.12of 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 7 under “Proposal 1. Election of Directors.”
* Reflects expected composition of the Board following the Annual Meeting, assuming all Class II director nominees are elected.
2022 Proxy Statement
15

CORPORATE GOVERNANCE
Board Diversity
board_diversity.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 therein.
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 73.
The Board has welcomed five of our 12 current directors since 2018. These new directors were deliberately selected for their highly 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 5.6 years.
Director Commitments
Directors are encouraged to serve on the boards of directors of other companies, as the Board believes such service broadens and deepens our directors’ knowledge and experience. Our Corporate Governance Principles provide that each director’s outside directorships must be limited to a number that does not interfere with his or her ability to meet the responsibilities and expectations of service on our Board. The Corporate Governance and Nominating Committee reviews director commitment levels at least annually and has determined that all directors currently comply with these expectations. Messrs. Semple, Stice and Surma currently serve on the board of MPLX GP, the general partner of MPLX. As MPLX GP is our wholly owned subsidiary, the Committee views such service as an extension of service on our Board for purposes of assessing the level of outside public board commitments.
Majority Voting for Directors
Our Bylaws include a majority vote standard for uncontested director elections, which requires that a nominee for director in an uncontested election receive a majority of votes cast at a shareholder meeting in order to be elected to the Board. Any director nominee who does not receive a majority of the votes cast is required to submit an irrevocable resignation to the Corporate Governance and Nominating Committee, which will make a recommendation to the Board as to whether to accept or reject the resignation or take other action. The Board will, within 90 days following certification of the election results, publicly disclose its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision.
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.
The Board has 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.
16
Marathon Petroleum Corporation

CORPORATE GOVERNANCE
Board Meetings and Attendance
The Board met seven times in 2021. Each of our directors attended 100% of the meetings of the Board and
committees on which he or she served in 2021. 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 seven such executive sessions in 2021. 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 28, 2021.
Board Committees
The Board has four standing committees, to which it has delegated certain functions and oversight responsibilities. In 2021, the Board undertook a thorough review of its standing committees and their oversight responsibilities, amending all four committee charters to adjust and clarify committee responsibilities, including for ESG oversight and stakeholder engagement.
AUDIT COMMITTEE
Members:
Susan Tomasky, Chair(1)
Jonathan Z. Cohen, Vice Chair(1)
Abdulaziz F. Alkhayyal(1)
James E. Rohr(2)
Frank M. Semple(2)
J. Michael Stice(1)
Meetings in 2021: 5
Primary Responsibilities:
Ø
Appoints, compensates and oversees the performance of the independent auditor, including approval of all services to be performed by the auditor.
Ø
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.
Ø
Oversees the internal audit function, including its structure and budget, and the performance and compensation of the chief audit executive.
Ø
Reviews with management significant corporate risk exposures and risk mitigation efforts.
Ø
Reviews and assesses the effectiveness of our information technology controls relating to business continuity, data privacy and cybersecurity.
(1) Audit Committee Financial Expert
(2) Effective April 28, 2021,
Mr. Semple joined the Committee, and Mr. Rohr retired from the Board.
Ø
Monitors compliance with legal and regulatory requirements, our Codes of Business Conduct and Ethics for Senior Financial Officers and Whistleblowing as to Accounting Matters Policy.
ØReviews legislative and regulatory issues affecting ESG and climate risk disclosures within the financial reporting framework and monitors developments in integrated reporting for alignment with financial reporting.
Ø
Has authority to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company, and to retain independent legal, accounting, or other advisors or consultants.
COMPENSATION AND ORGANIZATION DEVELOPMENT COMMITTEE
Members:
Edward G. Galante, Chair
Steven A. Davis, Vice Chair
Abdulaziz F. Alkhayyal
Charles E. Bunch
James E. Rohr(3)
Frank M. Semple(3)
Meetings in 2021: 7
Primary Responsibilities:
Ø
Sets compensation for the CEO, incorporating relevant goals and objectives, and evaluates the CEO’s performance.
Ø
Sets compensation for our other designated positions and reviews the succession plan for senior management.
Ø
Oversees our executive compensation and benefit policies, plans, programs and practices.
ØOversees our human capital management strategies and policies, including our diversity, equity and inclusion initiatives, pay equity, talent and performance management practices.
(3) Effective April 28, 2021,
Mr. Semple joined the Committee, and Mr. Rohr
retired from the Board.
ØOversees our engagement with stakeholders on compensation and human capital management matters.
Ø
Oversees our incentive compensation plans and certifies achievement of performance levels thereunder.
Please see “Executive Compensation” beginning on page 31 for additional information about the Compensation and Organization Development Committee and its responsibilities.
2022 Proxy Statement
17

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
Members:
Charles E. Bunch, Chair
J. Michael Stice, Vice Chair
Evan Bayh
Jonathan Z. Cohen
Steven A. Davis
Meetings in 2021: 6
Primary Responsibilities:
Ø
Selects and recommends director candidates to the Board to be submitted for election at annual meetings and to fill any vacancies on the Board.
Ø
Recommends committee assignments to the Board.
Ø
Monitors our corporate governance practices and recommends to the Board appropriate corporate governance policies and procedures.
Ø
Reviews and recommends to the Board compensation for our non-employee directors.
Ø
Oversees the evaluation of the Board, its committees and individual directors.
ØReviews legislative and regulatory issues affecting corporate governance.
ØOversees our engagement with stakeholders on corporate governance matters.
SUSTAINABILITY AND PUBLIC POLICY COMMITTEE
Members:
Evan Bayh, Chair(4)
Abdulaziz F. Alkhayyal, Vice Chair(4)
Edward G. Galante
Michael J. Hennigan
Kim K.W. Rucker
J. Michael Stice
Susan Tomasky
Meetings in 2021: 4
Primary Responsibilities:
Ø
Oversees our sustainability, ESG and health, environmental, safety and security policies and programs, and reviews our performance thereunder.
Ø
Reviews our Sustainability Report and Climate-Related Scenarios report, available at www.marathonpetroleum.com/Sustainability/.
Ø
Oversees the establishment of our sustainability targets and the publication of our Just Transition Report, available at www.marathonpetroleum.com/Sustainability/.
Ø
Oversees our governance framework and budgets for political contributions and lobbying expenditures.
Ø
Oversees our framework for the development of public policy positions.
(4) Effective April 28, 2021,
Mr. Bayh replaced Mr. Alkhayyal as Committee Chair, and
Mr. Alkhayyal became Vice
Chair of the Committee.
ØReviews legislative and regulatory developments affecting sustainability, ESG and health, environmental, safety and security matters.
ØOversees our engagement with stakeholders on sustainability, ESG and public policy matters.
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 committee meetings and qualifies as an audit committee financial expert, but is not a member of any Board committee.
In addition to the four standing committees, the Board maintains an Executive Committee, which meets as necessary to address matters that arise between Board meetings and may exercise the powers and authority of the Board subject to specific limitations consistent with our Bylaws and applicable law. The Executive Committee is comprised of the independent Chairman, the CEO and the Chair of each of the Board’s four standing committees.
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.
18
Marathon Petroleum Corporation

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 and Public Policy 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.
2022 Proxy Statement
19

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 AND PUBLIC POLICY COMMITTEE
Oversees risks associated with financial, financial reporting and accounting matters.
Monitors compliance with regulatory requirements and internal control systems.
Oversees our enterprise risk management process.
Reviews ESG and climate risk disclosures.
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 human capital management.
Oversees stakeholder engagement on compensation and human capital management matters.
Oversees the management of risks associated with corporate governance matters, including director independence, Board composition and succession and Board effectiveness.
Oversees the evaluation of the Board, its committees and individual directors.
Oversees stakeholder engagement on corporate governance matters.
Oversees risks associated with sustainability, ESG and public policy matters.
Reviews our sustainability and climate reports.*
Oversees establishment of our sustainability targets* and publication of our just transition report.*
Oversees governance framework and budgets for our political contributions and lobbying expenditures.
Oversees stakeholder engagement related to sustainability, ESG and public policy 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 executive leadership team, 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, financial, legal, environmental, social, political and reputational matters.
*Available at www.marathonpetroleum.com/Sustainability/.
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Marathon Petroleum Corporation

CORPORATE GOVERNANCE
Oversight of Political Engagement and Public Policy
We participate in the political process in a number of ways, including lobbying, grassroots activity, issue advocacy, participation in trade associations, supporting an active employee political action committee and, where permissible, the direct support of political candidates and ballot issues. Because our industry is heavily regulated by federal, state and local governments, public policy developments can significantly affect our ability to meet the need for safe, reliable, affordable and sustainable energy and products. Our political contributions and lobbying expenditures are overseen by our Board of Directors, General Counsel and Senior Vice President of Government Affairs, and senior management. The Sustainability and Public Policy Committee’s Charter articulates the Committee’s purpose and sets forth broad responsibilities that the Committee implements in the following ways:
Oversees the governance framework and budgets for our contributions to political candidates, committees or parties, lobbying expenditures, and certain payments made to trade associations that engage in lobbying activities;
Reviews our reporting and disclosures on such contributions, expenditures and payments;
Oversees the governance of a U.S.-based political committee of our employees;
Oversees our framework for the development of our public policy positions;
Periodically reviews legislative and regulatory developments and trends pertaining to public policy matters; and
Oversees our engagement with stakeholders on public policy matters.
We engage on a variety of issues affecting our company and our stakeholders. With respect to climate change, our public policy engagement is guided by our commitment to sustainability, including lowering carbon intensity of our operations and products, expanding renewable fuels and technologies, conserving natural resources, engaging stakeholders, and contributing in our communities. We support policies that complement this strategy and the investments that continue to transform our company.
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FIND MORE AT WWW.MARATHONPETROLEUM.COM
Because we recognize that our public policy activities are of interest to our shareholders and other stakeholders, and in furtherance of our policy to be transparent on these matters, we have included on our “Political Engagement” page, located under the “Sustainability” tab of our website, substantial additional information regarding our involvement in political or public policy activities, including:
Our statements of philosophy and political transparency.
A description of the roles of the Sustainability and Public Policy Committee and various organizations within the Company in overseeing and promoting compliance with our political activity policy.
Federal lobbying disclosure, including a link to the Clerk of the U.S. House of Representatives database where our quarterly federal lobbying reports can be obtained via a search of “Marathon Petroleum,” and a total spending figure for each of the past three years.
State lobbying disclosure, including a map showing the states where we have within the past five years registered as an employer or principal of lobbyists , links to each state’s lobbying reporting site, and an approximate total of state reported lobbying expenditures for the past year.
Employee political action committee reports showing federal- and state-level contributions for each of the past five years.
Corporate political contributions reports showing contributions made from Company treasury funds.
Trade association disclosure, including a report of trade associations (with dues of $50,000 or greater and that may engage in lobbying activities) for each of the past three years and the range of annual dues paid to each organization, as well as amounts attributable to federal lobbying or state and grassroots lobbying and advertising.
A summary of the climate positions of our trade associations with dues of $50,000 or greater and that may engage in lobbying activities, with links to information on their respective climate positions, as well as our conclusion that these positions are not inconsistent with the ambition of the Paris Agreement to reduce global GHG emissions and limit global warming to well below 2 degrees Celsius.
2022 Proxy Statement
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CORPORATE GOVERNANCE
Oversight of Human Capital Management and 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” on page 27 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.
TALENT PLANNINGLEADER TALENT REVIEWS
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COMPENSATION AND ORGANIZATION DEVELOPMENT COMMITTEE OVERSIGHTEXECUTIVE LEADERSHIP TEAM ALIGNMENT


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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 2021.
Role
Cash
Retainer
($)
Equity
Retainer
($)
Committee Chair Retainer
($)
Total
($)
Independent Chairman350,000 175,000 — 525,000 
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 20,000 *345,000 
Sustainability and Public Policy Committee Chair150,000 175,000 20,000 *345,000 
All Other Directors150,000 175,000 — 325,000 
* Effective July 1, 2021; prior to that date, the Corporate Governance and Nominating Committee Chair and Sustainability and Public Policy Committee Chair retainers were $15,000 and $10,000, respectively.
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 2021 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. Semple, Stice and Surma also serve on the board of directors of MPLX GP (the “MPLX Board”), 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 2021. 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 “2021 Director Compensation Table” below.
Matching Gifts Program
Under our matching gifts program, non-employee directors may elect to have us match up to $10,000 of their contributions to certain tax-exempt educational institutions each year. The annual limit is applied based on the date of the director’s gift to the institution.
2022 Proxy Statement
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CORPORATE GOVERNANCE
2021 Director Compensation Table
The following table shows compensation earned by or paid to our non-employee directors during 2021 for service on our Board and, separately, for service on the MPLX Board.
Name
Fees Earned or Paid in Cash
($)
Stock Awards
($)
All Other Compensation
($)
Total
($)
Abdulaziz F. Alkhayyal155,000 
(1)
175,000 — 330,000 
Evan Bayh161,758 
(1)
175,000 — 336,758 
Charles E. Bunch167,500 175,000 10,000 352,500 
Jonathan Z. Cohen150,000 175,000 — 325,000 
Steven A. Davis150,000 175,000 10,000 335,000 
Edward G. Galante 170,000 175,000 10,000 355,000 
James E. Rohr49,038 
(1)
57,212 
(1)
— 106,250 
Kim K.W. Rucker 150,000 175,000 — 325,000 
Frank M. Semple211,807 
(1), (2)
228,269 
(1), (2)
10,000 450,076 
(2)
J. Michael Stice240,000 
(2)
285,000 
(2)
10,000 535,000 
(2)
John P. Surma 440,000 
(2)
285,000 
(2)
10,000 735,000 
(2)
Susan Tomasky 175,000 175,000 10,000 360,000 
(1)
Prorated to reflect, effective as of April 28, 2021, Mr. Rohr’s retirement from the Board, Mr. Semple’s election to the Board, and Mr. Bayh’s appointment as the Sustainability and Public Policy Committee Chair, previously held by Mr. Alkhayyal.
(2)
The totals for Messrs. Semple, Stice and Surma include compensation for service on the MPLX GP board, as detailed immediately 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 2021, (ii) for each of Messrs. Semple, Stice and Surma, a $90,000 cash retainer for service to the MPLX GP board in 2021 and (iii) for Mr. Semple, $20,433 in fees from MPLX for his service as MLP Board Representative Observer through April 28, 2021.
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. Semple, 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 2021.
The following table shows the aggregate MPC RSUs and MPLX phantom units outstanding for each non-employee director as of December 31, 2021.
Earned for Service on:Earned for Service on:
MPC BoardMPLX BoardMPC BoardMPLX Board
Name
MPC
RSUs
MPLX Phantom UnitsMPLX
Phantom Units
Name
MPC
RSUs
MPLX Phantom UnitsMPLX
Phantom Units
Alkhayyal17,401 4,275 — Rohr28,233 5,381 — 
Bayh49,162 6,651 — Rucker11,952 2,976 — 
Bunch21,744 5,092 — Semple7,194 1,715 25,987 
Cohen8,571 2,088 — Stice16,283 4,030 20,249 
Davis30,563 6,191 — Surma49,162 6,652 37,557 
Galante11,952 2,976 — Tomasky11,952 2,976 — 
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
Our commitment to sustainability means taking actions that create shared value with our stakeholders—empowering people to achieve more, contributing to progress in our communities and protecting the environment we all share. 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.
Since 2011, we have published an annual Sustainability Report highlighting the commitment to our values, our communities and environmental stewardship. This report:
a2020sustainabilityreport.jpg
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
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.
SAFETY AND ENVIRONMENTAL STEWARDSHIPINTEGRITYRESPECTINCLUSIONCOLLABORATION
Our Approach to Stakeholder Engagement
Our approach to stakeholder engagement is guided by our commitment to creating shared value with our many stakeholders including the communities where we operate. Building strong relationships and maintaining continuous dialogue within communities allows us to maximize our positive impacts. We are focused on understanding our stakeholders’ goals, perspectives and concerns and incorporating stakeholder feedback into our business strategies. Our engagement programs ensure that we establish regular communications with our local stakeholders, assess community impacts and provide opportunities for stakeholders to share any concerns. We will continue to evolve and expand our approach to stakeholder engagement to meet the changing needs of our company and our stakeholders.
This year, following extensive engagement with stakeholders and shareholders holding over 70% of our outstanding shares, we published our report on Creating Shared Value Through A Just and Responsible Transition (“Just Transition Report”), which is available at www.marathonpetroleum.com/Sustainability/. This report frames our ongoing commitments and actions, particularly our engagement and collaboration with our employees and communities, to address the potential social impacts of our business as the energy transition progresses. The Just Transition Report is informed by the metrics—including acknowledgment, commitment, engagement and action—in a new just transition indicator published by Climate Action 100+ for its Net-Zero Company Benchmark.
2022 Proxy Statement
25

SUSTAINABILITY AT MPC
Challenging Ourselves to Lead in Sustainable Energy
We are challenging ourselves to lead in sustainable energy—meeting the needs of today while investing in an energy-diverse future. This drives us to strengthen the resiliency of our business, innovate for the future and embed sustainability in all we do.
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STRENGTHEN RESILIENCYINNOVATE FOR THE FUTUREEMBED SUSTAINABILITY
Strengthening our business for today, while building durability for tomorrow and beyond
Investing in the energy evolution to lower carbon intensity and
capture value
Embracing sustainability in decision-making, in how we engage our people and in how we create value with stakeholders
We operate with an understanding of the potential environmental impacts of our business. This understanding informs our commitment to lower the carbon intensity of our operations and the products we manufacture, improve the energy efficiency of our operations and advance practices that conserve natural resources.
We strive to be a market leader in the
production and delivery of renewable fuels, seek ways to expand the use of renewable energy in our operations and deploy emerging technologies that reduce environmental impact while enhancing business performance.
We maintain a companywide commitment to protecting the health and safety of our employees and the public, responsibly managing our social impacts, promoting diversity, equity and inclusion, and maintaining accountable and transparent governance.
We are committed to lowering the carbon intensity of our operations and the products we process, and in March 2020, we were the first independent U.S. refiner to establish a companywide GHG emissions intensity reduction target linked to our executive and employee compensation programs. In February 2022, we announced the establishment of an absolute target to reduce Scope 3 GHG emissions from our products to 15% below 2019 levels by the year 2030. Specifically, our Scope 3 reduction target covers products manufactured at our refineries, referred to as Scope 3–Category 11 emissions. Informed by guidance from the Science Based Target Initiative (SBTi) and IPIECA, the calculation of Scope 3–Category 11 emissions is based on refinery yields because our refinery yields are larger than marketed volumes. We have set additional goals to reduce methane emissions and freshwater withdrawal intensity.
SCOPE 1 AND 2 GHG EMISSIONS INTENSITYSCOPE 3–CATEGORY 11 GHG EMISSIONS METHANE EMISSIONS INTENSITYFRESHWATER WITHDRAWAL INTENSITY
Target: Reduce Scope 1&2 GHG emissions intensity 30% by 2030 from 2014 levels
Target: Reduce absolute Scope 3–Category 11 GHG emissions 15% by 2030 from 2019 levels
Target: Reduce MPLX G&P methane emissions intensity 50% by 2025 and 75% by 2030 from 2016 levels
Target: Reduce freshwater withdrawal intensity 20% by 2030 from 2016 levels
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We have outlined a number of tangible programmatic initiatives to support achievement of these targets in our 2021 Perspectives on Climate-Related Scenarios report:
climate-relatedscenarios.jpg
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.
üModeled 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.
üConcludes MPC is well positioned to remain successful into the future.
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Marathon Petroleum Corporation

SUSTAINABILITY AT MPC
Human Capital Management
Our people are our greatest asset and essential to the success of our business. We believe in providing a collaborative and safe work environment that embraces diversity, equity and inclusion (“DE&I”) to ensure we attract, develop and retain the best talent. Providing opportunities for long-term engagement and career growth are top priorities. We want our employees to feel that they are valued for their work and impact on the business, that we reward them competitively, and that we are invested in their development.
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PROMOTING DIVERSITY, EQUITY AND INCLUSION
As we challenge ourselves to be a leader in sustainable energy, a diverse workforce is essential to our success. We want to attract, develop and retain the best talent and create a diverse and inclusive work environment. We strive to always go further in creating a culture of belonging where everyone has the sense that they are appreciated, respected and can bring their true selves to work.
To support our commitment to creating a more diverse workforce and to hold ourselves accountable, we set Company goals designed to drive our strategy to increase representation of women, Black, Indigenous and people of color (“BIPOC”) in our workforce. In April 2021, we were the first U.S. independent downstream energy company to link executive and employee compensation to DE&I metrics.
Guided by a dedicated DE&I team and supported by leadership companywide, our strategy focuses on:
Building AwarenessIncreasing Representation
Education and DE&I workshops
Employee DE&I panels
Community outreach
Employee Network Groups
Balanced hiring slates
Focused external recruitment
BIPOC and female campus initiatives to recruit interns
Ensuring SuccessMeasurement and Accountability
Career development
Mentoring
DE&I assessments and interventions
Scoring and performance
Succession planning
Annual Cash Bonus metric
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OFFERING COMPETITIVE PAY AND BENEFITS
Compensation and benefits are some of the most direct ways to acknowledge and encourage quality performance and meaningful contributions from our employees. We annually benchmark compensation to ensure we are offering competitive pay packages. We offer comprehensive benefits, including medical, dental and vision insurance for our employees and their spouses, domestic partners and dependents. We also provide retirement programs (thrift and pension), life insurance, education assistance, family assistance, short-term disability, paid vacation and sick time, and paid parental leave for birthing and non-birthing parents, including adoptive and foster parents.
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DEVELOPING EMPLOYEES AND LEADERS
Growing and developing leaders, from new supervisors to senior leaders, is fundamental to our success. We have several programs in place designed to meet the needs of people at different levels and stages of their careers. A key focus is equipping leaders for success in current roles, while also providing opportunities to develop in ways that enable them to grow professionally. We provide a broad range of leadership training opportunities to support the development of leaders at all levels. We believe networking and access to our executive team are key leadership success factors, and we incorporate these opportunities into our programs to promote meaningful dialogue between small groups and executive leadership.
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EMBRACING A CULTURE OF SAFETY
The safety of our employees, contractors, business partners, customers and the community is our number-one priority. Consistent with our core values, we approach our work with the highest commitment to safety and a focus on care for the environment. To continually reinforce these values and drive strong performance, we use a combination of best practice-based operational standards, documented work processes, proven management systems and behavior-based programs designed to train, protect and empower our employees and contractors.
40% reduction in Tier 1 and Tier 2 refining process safety events since 2016
2022 Proxy Statement
27

SUSTAINABILITY AT MPC
Human Rights
Our long-standing commitment to human rights is set forth in our Policy on Human Rights, Including the Rights of Indigenous People, available on our website. Our policy describes our commitment to respect the human, cultural and legal rights of all individuals and communities, and provides guidance on managing this important obligation, including conducting due diligence and remediating human rights impacts within our sphere of influence and business operations. We promote the goals and principles of the United Nations Declaration of Human Rights and meet the expectations of the Voluntary Principles on Security and 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.
Advancing Supply Chain Sustainability
We have relationships with thousands of suppliers that enable us to operate in a safe and efficient manner. We depend on these suppliers to provide goods and services, such as materials, equipment, construction, labor, transportation, office products and services, benefits administration, and accounting, legal and engineering services. We value our relationships with suppliers and rely on them not only to provide essential goods and services, but also to align with our core values and drive for superior results.
We maintain a stand-alone, tailored Supplier Code of Conduct that potential suppliers must acknowledge and accept as a precondition to participating in our standard bidding process. Our Supplier Code of Conduct emphasizes our expectations in the areas of:
Environment, health, safety and security
Legal and ethical compliance
Conflict minerals
Conflicts of interest
Human rights
Diversity
Compliance assurance
Reporting unethical or illegal acts
Suppliers must also comply with our Code of Business Conduct.
Our Supplier Code of Conduct extends our commitment to sustainability across the value chain.
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