Marathon Petroleum Corp Files DEF 14A with Executive Compensation Details

Ticker: MPC · Form: DEF 14A · Filed: Mar 14, 2024 · CIK: 1510295

Marathon Petroleum CORP DEF 14A Filing Summary
FieldDetail
CompanyMarathon Petroleum CORP (MPC)
Form TypeDEF 14A
Filed DateMar 14, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$9.7 billion, $19.0 billion, $14.1 billion, $1.3 billion, $11.6 billion
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Executive Compensation, Marathon Petroleum, Corporate Governance, Petroleum Refining

TL;DR

<b>Marathon Petroleum Corp has filed its DEF 14A, detailing executive compensation and corporate information.</b>

AI Summary

Marathon Petroleum Corp (MPC) filed a Proxy Statement (DEF 14A) with the SEC on March 14, 2024. Marathon Petroleum Corp filed a DEF 14A on March 14, 2024, for the period ending April 24, 2024. The filing includes details on executive compensation for PEO and Non-PEO/NEO members for fiscal years 2020 through 2023. Specific compensation components mentioned include Grant Date Fair Value of Equity Based Awards, Change in Pension Value, Pension Service Cost, and Change in Value of Equity Awards. The company's principal executive offices are located at 539 South Main Street, Findlay, OH 45840-3229. Marathon Petroleum Corp is classified under Standard Industrial Classification code 2911 (Petroleum Refining).

Why It Matters

For investors and stakeholders tracking Marathon Petroleum Corp, this filing contains several important signals. This filing provides crucial transparency into how Marathon Petroleum Corp compensates its top executives, which can influence investor perception and proxy voting decisions. Understanding the executive compensation structure is important for shareholders to assess alignment between management pay and company performance.

Risk Assessment

Risk Level: low — Marathon Petroleum Corp shows low risk based on this filing. The filing is a routine DEF 14A, primarily providing information on executive compensation and corporate governance, with no immediate financial or operational performance indicators presented.

Analyst Insight

Review the detailed executive compensation breakdown to assess alignment with company performance and industry standards.

Executive Compensation

NameTitleTotal Compensation
PEO MemberPrincipal Executive Officer
Non-PEO/NEO MemberNon-Principal Executive Officer / Named Executive Officer

Key Numbers

Key Players & Entities

FAQ

When did Marathon Petroleum Corp file this DEF 14A?

Marathon Petroleum Corp filed this Proxy Statement (DEF 14A) with the SEC on March 14, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Marathon Petroleum Corp (MPC).

Where can I read the original DEF 14A filing from Marathon Petroleum Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Marathon Petroleum Corp.

What are the key takeaways from Marathon Petroleum Corp's DEF 14A?

Marathon Petroleum Corp filed this DEF 14A on March 14, 2024. Key takeaways: Marathon Petroleum Corp filed a DEF 14A on March 14, 2024, for the period ending April 24, 2024.. The filing includes details on executive compensation for PEO and Non-PEO/NEO members for fiscal years 2020 through 2023.. Specific compensation components mentioned include Grant Date Fair Value of Equity Based Awards, Change in Pension Value, Pension Service Cost, and Change in Value of Equity Awards..

Is Marathon Petroleum Corp a risky investment based on this filing?

Based on this DEF 14A, Marathon Petroleum Corp presents a relatively low-risk profile. The filing is a routine DEF 14A, primarily providing information on executive compensation and corporate governance, with no immediate financial or operational performance indicators presented.

What should investors do after reading Marathon Petroleum Corp's DEF 14A?

Review the detailed executive compensation breakdown to assess alignment with company performance and industry standards. The overall sentiment from this filing is neutral.

How does Marathon Petroleum Corp compare to its industry peers?

Marathon Petroleum Corp operates in the Petroleum Refining industry, a sector focused on processing crude oil into refined products.

Are there regulatory concerns for Marathon Petroleum Corp?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide detailed information to shareholders regarding annual meetings and related matters.

Industry Context

Marathon Petroleum Corp operates in the Petroleum Refining industry, a sector focused on processing crude oil into refined products.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide detailed information to shareholders regarding annual meetings and related matters.

What Investors Should Do

  1. Analyze the executive compensation data for PEO and Non-PEO/NEO members across fiscal years 2020-2023.
  2. Verify the accuracy of the company's principal business address and IRS number.
  3. Note the SIC code classification for industry context.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which typically provides information on executive compensation and annual meeting matters, rather than financial performance updates compared to previous filings.

Filing Stats: 4,203 words · 17 min read · ~14 pages · Grade level 19.3 · Accepted 2024-03-14 16:06:49

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 35 Our Corporate Governance Framework 16 Board Composition and Director Selection 16 Proposal 3. Advisory Vote to Approve Named Executive Officer Compensation 35 Director Candidates 17 Proposal 4. Advisory Vote to Recommend Frequency of Future Advisory Votes on Named Executive Officer Compensation 36 Board Refreshment 17 Commitment to Board Diversity 17 Director Independence 17 Compensation and Organization Development Committee Report 36 Director Skills and Expertise 18 Executive Summary 37 Majority Voting for Directors 18 Decision-Making Process and Key Inputs 40 Proxy Access 19

Executive Compensation Program for 2023

Executive Compensation Program for 2023 42 Board Leadership and Function 19 Compensation Governance 49 Independent Chairman of the Board 19

Executive Compensation Tables

Executive Compensation Tables 52 Board Committees 20 MANAGEMENT PROPOSALS 71 Board Meetings and Attendance 22 Director Commitments 22 Proposal 5. Approve Amendment to Certificate of Incorporation to Provide for Officer Exculpation 71 Director Orientation and Education 22 Proposal 6: Approve Amendment to Certificate of Incorporation to Declassify the Board 72 Board Evaluations 23 Communicating with the Board 23 Proposal 7. Approve Amendment to Certificate of Incorporation to Eliminate Supermajority Provisions 73 Key Areas of Board Oversight 24 Oversight of Risk Management 24 SHAREHOLDER PROPOSAL 74 Oversight of Political Engagement and Public Policy 25 Proposal 8. Simple Majority Vote 74 Oversight of Climate Risk 26 OTHER INFORMATION 76 Oversight of Human Capital Management and Succession Planning 26 Stock Ownership Information 76 Oversight of Cybersecurity 26 Related Party Transactions 78 Director Compensation 27 FAQs About Voting and the Annual Meeting 80 2023 Director Compensation Table 28 APPENDICES A- 1 SUSTAINABILITY AT MPC 29 Appendix I. Non-GAAP Financial Measures A- 1 Living Our Core Values 29 Appendix II. Proposed Amendment to Certificate of Incorporation (Proposal 5) A- 3 Engaging with Our Stakeholders 30 Appendix III. Proposed Amendment to Certificate of Incorporation (Proposal 6) A- 4 Lowering Our Carbon Footprint and Conserving Natural Resources 30 Appendix IV. Proposed Amendment to Certificate of Incorporation (Proposal 7 ) A- 6 Investing in Our Employees 31 Respecting Human Rights 32 Appendix V. Proposed Combined Amendment to Certificate of Incorporation (Proposals 5, 6 and 7) A- 7 Advancing Supply Chain Sustainability 32 Working Toward a Just and Responsible Transition 32 INDEX OF FREQUENTLY REQUESTED INFORMATION GLOSSARY OF TERMS AND ACRONYMS Auditor fees 34 ACB Annual Cash Bonus program Board diversity 17 Annual Meeting Marathon

Executive compensation mix

Executive compensation mix 42 Human capital management 31 GHG Greenhouse gas Independent Chairman of the Board 19 LTI Long-term incentive Just transition report 32 Marathon Marathon Petroleum Corporation Oversight of climate risk 26 MPC Marathon Petroleum Corporation Oversight of cybersecurity 26 MPLX MPLX LP Oversight of human capital management and succession planning 26 NEO Named executive officer NYSE New York Stock Exchange Oversight of political engagement and public policy 25 PSUs Performance share units Oversight of risk management 24 PwC PricewaterhouseCoopers LLP Prohibition on hedging and pledging 49 RSUs Restricted stock units Proxy access 19 SEC U.S. Securities and Exchange Commission Related party transactions 78 TSR Total shareholder return Say-on-pay 35 Shareholder engagement program 4 Shareholder proposals and nominees for the 2025 annual meeting 83 PROXY STATEMENT 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, 2024. 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 2023 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, 2023, which accompanies this Proxy Statement. Annual Meeting and Voting Information DATE AND TIME LOCATION RECORD DATE VOTING Wednesday, April 24, 2024 The Annual Meeting will be held virtually at: www.virtualshareholder meeting.com/MPC2024 Friday, March 1, 2024 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. EDT Shares outstanding: 360,336,089 MPC's 2024 Annual Meeting will be held exclusively online. See "FAQs About Voting and

Executive Compensation Highlights

Executive Compensation Highlights Leading Executive Compensation Practices Our executive compensation program demonstrates our commitment to sound compensation and governance practices, promotes the objectives in our guiding principles and serves our shareholders' long-term interests. Majority of total target compensation is performance-based Annual compensation risk assessment overseen by Compensation and Organization Development Committee Performance measures align with shareholder interests Significant stock ownership requirements No guaranteed minimum bonuses Performance metrics achievement capped at 200% No excise tax gross-ups Clawback provisions for both long-term and short-term incentive awards No tax gross-ups on perquisites (other than for relocation reimbursements in limited circumstances) "Double trigger" LTI vesting in a change of control No dividend equivalents paid on unvested awards Executive and employee compensation tied to financial and non-financial performance Policy prohibiting executives from hedging or pledging our securities Limited perquisites and personal benefits Discontinued grants of stock options 2023 Target Compensation The Compensation and Organization Development Committee believes using a mix of cash and equity compensation encourages and motivates our NEOs to achieve both our short-term and long-term business objectives. Consistent with our guiding principles that executive compensation should reward performance and be directly aligned with creating value for our shareholders, a substantial majority of our NEOs' compensation is at-risk and based on performance metrics tied to our business strategy and culture. Base Salary Annual Cash Bonus MPC Performance Share Units MPC Restricted Stock Units MPLX Phantom Units CEO 10% 16% 44% 15% 15% 60% Performance-Based 30% Time-Based 90% At-Risk OTHER NEOs Average Base Salary Annual Cash Bonus MPC Performance Share Units MPC Restricted

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