DEF 14A of Marathon Petroleum Corp, Mar 15, 2017

DEF 14A of Marathon Petroleum Corp

Filed Mar 15, 2017 · FY20160001193125-17-083730

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  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The Marathon Petroleum Corporation Board of Directors is divided into three classes. Directors are elected for three-year terms. The following table provides summary information about each director nominee standing for election to the Board as a Class III director for a three-year term expiring in 2020, each of the directors continuing to serve as a Class I or Class II director and one director who will be retiring at the conclusion of the 2017 Annual Meeting pursuant to our mandatory retirement policy.

  2. BOARD OF DIRECTORS

    | Name | Age | Director Since | Occupation | Independent | Committees | Other Public Company Boards(1) | | Nominees for Class III Directors | | | | | | | | Steven A. Davis | 58 | 2013 | Board Member; Former Chairman and CEO, Bob Evans Farms, Inc. | | Comp(2) CG&N(3) | 1 | | Gary R. Heminger | 63 | 2011 | Chairman, President and CEO, Marathon Petroleum Corporation | | | 1 | | J. Michael Stice | 57 | 2017 | Dean, Mewbourne College of Earth & Energy, University of Oklahoma | | Audit(4) CG&N(4) | 1 | | John P. Surma | 62 | 2011 | Retired Chairman and CEO, United States Steel Corporation | | Audit CG&N (Chair) | 2 | | Continuing Class I and Class II Directors | | | | | | | | David A. Daberko | 71 | 2011 | Lead Director, Marathon Petroleum Corporation | | Audit | 1 | | Donna A. James | 59 | 2011 | Managing Director, Lardon & Associates, LLC | | Audit (Chair) Comp | 2 | | James E. Rohr | 68 | 2013 | Retired Chairman and CEO, The PNC Financial Services Group, Inc. | | Audit Comp (Chair) | 3 | | Abdulaziz F. Alkhayyal | 63 | 2016 | Retired Senior Vice President, Industrial Relations, Saudi Aramco | | Audit CG&N | 1 | | Evan Bayh | 61 | 2011 | Senior Advisor, Apollo Global Management; Partner, McGuireWoods LLP | | Audit CG&N | 3 | | Charles E. Bunch | 67 | 2015 | Retired Chairman and CEO, PPG Industries, Inc. | | Comp CG&N | 3 | | Frank M. Semple | 65 | 2015 | Retired Chairman, President and CEO, MarkWest Energy Partners, L.P. | | | – | | Retiring Class III Director(5) | | | | | | | | John W. Snow | 77 | 2011 | Non-Executive Chairman, Cerberus Capital Management, L.P. | | Comp CG&N | 2 |

  3. BOARD OF DIRECTORS

    | For purposes of this disclosure, “Other Public Company Boards” do not include the board of directors of MPLX GP LLC, a wholly owned indirect subsidiary of Marathon Petroleum Corporation.(1) |

  4. BOARD OF DIRECTORS

    | Compensation Committee.(2) |

  5. BOARD OF DIRECTORS

    | Corporate Governance and Nominating Committee.(3) |

  6. BOARD OF DIRECTORS

    | Effective April 26, 2017.(4) |

  7. BOARD OF DIRECTORS

    | Retirement effective upon conclusion of the 2017 Annual Meeting of Shareholders.(5) |

  8. BOARD OF DIRECTORS

    | | page 4 / Marathon Petroleum Corporation Proxy Statement |

  9. Cumulative Total Shareholder Return

    The performance graph above compares the cumulative total return, assuming the reinvestment of dividends, of a $100 investment in our common stock from December 31, 2011, to December 31, 2016, compared to the cumulative total value return of a $100 investment in the S&P 500 index and an index of peer companies (selected by us) for the same period. Our peer group consists of the following companies that engage in domestic refining operations: BP p.l.c., Royal Dutch Shell plc, Chevron Corporation, HollyFrontier Corporation, Phillips 66 (ConocoPhillips prior to May 1, 2012), Tesoro Corporation, ExxonMobil Corporation, and Valero Energy Corporation.

  10. Proxy Access

    | MPC’s Proxy Access Bylaw(1): | | | | does allow shareholder(s) to submit director nominees for inclusion in the Company’s proxy statement; | | | does require a 3% ownership threshold; | | | does limit to 20 the number of shareholders aggregating shares to comprise the 3% ownership threshold; | | | does cap proxy access nominees at the greater of two individuals or 20% of the Board; and | | | does explicitly allow loaned shares to count as “owned” shares if recallable. | | | does not prohibit re-nomination of failed nominees; | | | does not impose MPC stock holding requirements beyond the annual meeting in question; | | | does not prohibit the counting of loaned shares to meet the 3% ownership threshold so long as they are subject to recall (no actual recall action required); | | | does not count individual funds within a family of funds as separate shareholders for purposes of the 20-shareholder aggregation limit; | | | does not prohibit third-party director compensation arrangements so long as disclosed; and | | | does not impose qualification restrictions on proxy access nominees that are different than those imposed on Board nominees. |

  11. Code of Ethics for Senior Financial Officers

    Directors did not receive meeting fees for attendance at Board or committee meetings in 2016. Non-employee directors, other than the Lead Director, received an annual cash retainer of $150,000. The Lead Director received a prorated annual cash retainer of $175,000. Each of the chairs of the principal committees of the Board also received an annual committee chair fee for their respective leadership roles. All non-employee directors received annual deferred equity awards valued at $150,000. The annual deferred equity awards granted in 2016 to the non-employee directors were granted in the form of MPC restricted stock units valued at $135,000 and MPLX phantom units valued at $15,000. Prior to the 2016 Annual Meeting, our former non-employee Chairman of the Board, who retired at the conclusion of the 2016 Annual Meeting, received a prorated annual cash retainer of $350,000 and prorated equity awards valued at $150,000. In 2017, the Board formed a special committee comprised entirely of independent directors to evaluate strategic and financial alternatives for Speedway. Each member of the Special Committee will receive a one-time cash retainer of $25,000 in 2017. In 2016, the annual deferred equity awards in the form of MPC restricted stock units and MPLX phantom units were credited to unfunded accounts based on the closing stock price of MPC common stock and the closing unit price of MPLX common units on the grant dates. When dividends were paid on MPC common stock and distributions were paid on MPLX common units, non-employee directors received, respectively, dividend equivalents in the form of additional MPC restricted stock units and distribution equivalents in the form of additional MPLX phantom units. The deferred MPC restricted stock units and deferred MPLX phantom units are payable in shares of MPC common stock and MPLX common units, respectively, only upon a director’s departure from the Board. In addition, three of our non-employee directors, Messrs. Daberko, Semple and Surma, serve on the board of MPLX GP LLC, a wholly owned indirect subsidiary of MPC, and receive compensation for that board service. Their annual cash retainers and deferred equity awards received as compensation for MPLX GP LLC board service in 2016 are reflected in the “2016 Director Compensation Table” on Page 21. Each year, non-employee directors have the opportunity to defer up to 100 percent 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 generally mirror the investment options offered to employees under our thrift plan except that there is no option to invest in MPC common stock. When a director who has deferred cash compensation departs from the Board, he or she receives cash from the deferred account in a lump sum. Under our matching gifts program, non-employee directors are eligible to have up to $10,000 of their contributions to certain tax-exempt educational institutions matched by the Company each year. The annual limit is applied based on the date of the director’s gift to the institution. Due to processing delays, the actual amount paid out on behalf of a director may exceed $10,000 in a given year. We also have stock ownership guidelines in place for non-employee directors. Each of the non-employee directors, including the Lead Director, is expected to hold three times the value of such director’s annual cash retainer in MPC common stock. Directors have five years from the commencement of their service on the Board to satisfy these guidelines, and restricted stock unit awards are credited toward these guidelines.

  12. Code of Ethics for Senior Financial Officers

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Abdulaziz F. Alkhayyal(4) | 27,310 | 27,310 | — | — | — | — | 54,620 | | Evan Bayh | 150,000 | 150,000 | — | — | — | — | 300,000 | | Charles E. Bunch | 150,000 | 150,000 | — | — | — | 10,000 | 310,000 | | David A. Daberko | 249,464 | 225,000 | — | — | — | 10,000 | 484,464 | | Steven A. Davis | 150,000 | 150,000 | — | — | — | 10,000 | 310,000 | | William L. Davis(5) | 51,868 | 48,626 | — | — | — | — | 100,494 | | Donna A. James | 158,984 | 150,000 | — | — | — | 10,000 | 318,984 | | James E. Rohr | 165,000 | 150,000 | — | — | — | 10,000 | 325,000 | | Frank M. Semple(6) | 37,297 | 37,297 | — | — | — | 2,467 | 77,061 | | John W. Snow | 150,000 | 150,000 | — | — | — | — | 300,000 | | John P. Surma | 231,786 | 225,000 | — | — | — | — | 456,786 | | Thomas J. Usher(5)(7) | 113,462 | 48,626 | — | — | — | 20,000 | 182,088 |

  13. Code of Ethics for Senior Financial Officers

    | The amounts shown in this column reflect the aggregate grant date fair value, as calculated in accordance with provisions of the Financial Accounting Standards Board Accounting Standards Codification 718, Compensation - Stock Compensation (FASB ASC Topic 718), for MPC restricted stock unit awards and MPLX phantom unit awards granted to the non-employee directors in 2016. All MPC restricted stock unit awards and MPLX phantom unit awards are deferred until departure from the Board, and dividend and distribution equivalents, as applicable, in the form of additional MPC restricted stock unit awards and additional MPLX phantom unit awards are credited to non-employee director deferred accounts as and when dividends and distributions are paid on MPC common stock and MPLX common units, respectively. The aggregate number of MPC restricted stock unit awards credited for MPC Board service and outstanding as of December 31, 2016, for each non-employee director, is as follows: Mr. Alkhayyal, 559; Mr. Bayh, 26,737; Mr. Bunch, 4,139; Mr. Daberko, 140,360; Mr. S.A. Davis, 11,408; Ms. James, 26,737; Mr. Rohr, 11,408; Mr. Semple, 532; Mr. Snow, 76,326; and Mr. Surma, 26,737. For Messrs. Daberko and Snow, the aggregate number of MPC restricted stock unit awards outstanding as of December 31, 2016, includes replacement awards received for prior service on the Board of Directors of Marathon Oil. The aggregate number of MPLX phantom unit awards credited for MPC Board service and outstanding as of December 31, 2016, for each non-employee director is as follows: Ms. James and Messrs. Bayh and Snow, 1,563 each; Messrs. S.A. Davis and Rohr, 1,277 each; Mr. Bunch, 594; and Mr. Alkhayyal, 87. For Messrs. Daberko, Semple and Surma, who also serve on the MPLX GP LLC Board of Directors, the aggregate number of MPLX phantom unit awards credited for MPC Board service and MPLX GP LLC Board service and outstanding as of December 31, 2016, is as follows: Messrs. Daberko and Surma, 9,115 each; and Mr. Semple, 439.(2) |

  14. Code of Ethics for Senior Financial Officers

    | The amounts shown in this column reflect contributions made on behalf of Ms. James and Messrs. Bunch, Daberko, S.A. Davis, Rohr, Semple and Usher to educational institutions under our matching gifts program. This column does not include perquisites or personal benefits provided to our non-employee directors. To the extent provided, the aggregate amount of perquisites and personal benefits provided to any non-employee director in 2016 was less than $10,000.(3) |

  15. Code of Ethics for Senior Financial Officers

    | Mr. Alkhayyal joined the Board on October 26, 2016.(4) |

  16. Code of Ethics for Senior Financial Officers

    | Messrs. W.L. Davis and Usher served on the Board until their respective retirements, which were effective at the conclusion of our 2016 Annual Meeting held on April 27, 2016. In July 2016, Mr. W.L. Davis received a distribution of MPC common stock from his deferred equity account valued at $5,110,873, cash in lieu of a fractional share of MPC common stock in the amount of $25, MPLX common units from his deferred equity account valued at $39,238, and cash in lieu of a fractional MPLX common unit in the amount of $18. In July 2016, Mr. Usher received a distribution of MPC common stock from his deferred equity account valued at $2,351,762, cash in lieu of a fractional share of MPC common stock in the amount of $4, MPLX common units from his deferred equity account valued at $39,238, cash in lieu of a fractional MPLX common unit in the amount of $19, and $68,236 in cash deferred during his prior service on the Board of Directors of Marathon Oil.(5) |

  17. Code of Ethics for Senior Financial Officers

    | Mr. Semple became a non-employee director effective with his retirement from his MPLX GP LLC executive position effective October 31, 2016.(6) |

  18. Code of Ethics for Senior Financial Officers

    | The amounts shown for Mr. Usher reflect a prorated 2016 annual cash retainer of $350,000 and prorated annual equity awards valued at $150,000 for his role as Chairman of the Board. He retired at the conclusion our 2016 Annual Meeting held on April 27, 2016.(7) |

  19. Code of Ethics for Senior Financial Officers

    | Marathon Petroleum Corporation Proxy Statement / page 21 | |

  20. Code of Ethics for Senior Financial Officers

    Proposals of the Board Our Board will present the following proposals at the Annual Meeting: Proposal No. 1 – Election of Class III Directors Our Restated Certificate of Incorporation provides that the Board shall fix the number of directors at no fewer than three and no more than 12. Our Board of Directors currently consists of 12 directors and is divided into three classes of equal size. Directors are elected by shareholders for terms of three years and hold office until their successors are duly elected and qualify. One of the three classes is elected each year to succeed the directors whose terms are expiring. As of the Annual Meeting, the terms for the directors in Classes I, II and III of the Board of Directors expire in 2018, 2019 and 2017, respectively. Messrs. S.A. Davis, Heminger and Surma are currently Class III directors whose terms are expiring at the Annual Meeting. All three have been nominated by the Board for re-election, to serve as Class III directors through the 2020 Annual Meeting. Mr. Snow has not been nominated to stand for re-election as he is retiring pursuant to our retirement policy. Mr. Stice — who currently serves as a Class I director — has been nominated for election as a Class III director. On February 22, 2017, our Board fixed the number of directors at 11, effective at the conclusion of the Annual Meeting. If all four Class III director nominees are elected, the Board of Directors will consist of 11 directors, with three directors in Class I, four directors in Class II, and four directors in Class III. A brief statement about the background and qualifications of each nominee is given on the following pages. If any nominee for whom you have voted becomes unable to serve, your proxy may be voted for another person designated by our Board. Our Bylaws describe the procedures that must be followed by a shareholder of record seeking to nominate someone for election as a director. Such procedures generally require notice be received by our Corporate Secretary at least 90 days, but not more than 120 days, before the first anniversary of the date on which proxy materials were mailed for the preceding year’s annual meeting of shareholders. The Company’s shareholder proxy access bylaw provisions enable shareholders satisfying certain requirements to submit director nominations for inclusion in the Company’s proxy statement. Under these provisions, notice must be received by our Corporate Secretary at least 120 days, but not more than 150 days, before the first anniversary of the date on which proxy materials were mailed for the preceding year’s annual meeting of shareholders. Our Bylaws describe the procedures that must be followed by a shareholder, or group of shareholders, seeking to make director nominations. As set forth in our Bylaws, a notice must contain certain information about the nominee, including his or her age, address, citizenship, occupation and share ownership, as well as the name, address and share ownership of the shareholder giving the notice. As explained earlier in the “Questions and Answers” section of this Proxy Statement, directors will be elected by a majority voting standard at the Annual Meeting.

  21. Code of Ethics for Senior Financial Officers

    | | Our Board of Directors recommends you vote FOR the Nominees for Class III Director in Proposal No. 1. |

  22. Code of Ethics for Senior Financial Officers

    | | page 22 / Marathon Petroleum Corporation Proxy Statement |

  23. Code of Ethics for Senior Financial Officers

    | | Our Board of Directors recommends you vote for the Nominees for Class III Director in Proposal No. 1. |

  24. Code of Ethics for Senior Financial Officers

    Nominees for Class III Directors – Current Terms Expiring in 2017:

  25. Code of Ethics for Senior Financial Officers

    | Steven A. Davis | MPC Director since: 2013 Age 58 | | | | | • Board Member; Former Chairman and CEO, Bob Evans Farms, Inc. Mr. Davis serves on the boards of directors of Sonic Corporation, the largest chain of drive-in restaurants in America, and Albertsons Companies, Inc., the second largest retail grocery chain in the United States. Mr. Davis served as the chairman and chief executive officer of Bob Evans Farms, Inc., a foodservice and consumer products company, from May 2006 to December 2014. He previously served on the board of directors for Walgreens Boots Alliance, Inc., a global retail pharmacy and healthcare company from 2009 to 2015. Prior to joining Bob Evans Farms in 2006, Mr. Davis served in a variety of restaurant and consumer packaged goods leadership positions, including president of Long John Silver’s and A&W All-American Food Restaurants. | In addition, he held senior executive and operational positions at Yum! Brands’ Pizza Hut division and at Kraft General Foods. Mr. Davis holds a bachelor of science degree in business administration from the University of Wisconsin at Milwaukee and a master’s degree in business administration from the University of Chicago. As the former chairman and chief executive officer of a large foodservice and consumer products company, Mr. Davis has a wealth of experience in marketing products, managing a network of branded retail locations and dealing with the operational challenges presented by a customer service-oriented line of business. He also has expertise in mergers and acquisitions, management development, operations and sales and | marketing. His current and former service on other boards of directors of public companies also informs his perspective. As a former chairman and corporate chief executive, Mr. Davis brings to our Board a relevant skill set developed through his direct responsibilities in overseeing the operations and financial performance of a large public company, and his diverse board experience on multiple Fortune 250 companies. Other Current Public Company Directorships: • Sonic Corp. Recent Past Directorships: • Bob Evans Farms, Inc. • Walgreens Boots Alliance, Inc. |

  26. Code of Ethics for Senior Financial Officers

    | Gary R. Heminger | MPC Director since: 2011 Age 63 | | | | | • Chairman, President and CEO Marathon Petroleum Corporation Mr. Heminger is chairman of the board, president and chief executive officer of Marathon Petroleum Corporation. He is also chairman of the board and chief executive officer of MPLX GP LLC, a wholly owned indirect subsidiary of MPC, and a member of the board of directors of Fifth Third Bancorp. Mr. Heminger serves on the boards of directors and executive committees of the American Petroleum Institute (API) and the American Fuel and Petrochemicals Manufacturers (AFPM) and on the board of directors of JobsOhio. He is also a member of the Oxford Institute for Energy Studies. He is past-chairman of the board of trustees of Tiffin University. Mr. Heminger joined Marathon in 1975. Early in his career, he served in various finance and administration roles, as well as in Auditing and Marketing. From 1995 to 1996, he served as president of Marathon Pipe Line Company. He assumed the position of manager, Business Development and Joint Interest of Marathon Oil Company in November 1996. Mr. Heminger was named vice president of Business Development for Marathon Ashland Petroleum LLC | upon its formation in 1998, and senior vice president, Business Development in 1999. In January 2001, he was named executive vice president, Supply, Transportation and Marketing. Mr. Heminger was appointed president of Marathon Petroleum Company LLC, a wholly owned subsidiary of Marathon in September 2001. In addition, he was named executive vice president – Downstream of Marathon Oil Corporation, in September 2001. He was named president and chief executive officer of Marathon Petroleum Corporation on July 1, 2011, and to his current position as Chairman in 2016. Mr. Heminger earned a bachelor’s degree in accounting from Tiffin University in 1976. He earned a master’s degree in business administration from the University of Dayton in 1982. He is a graduate of the Wharton School Advanced Management Program at the University of Pennsylvania. Mr. Heminger has extensive knowledge of all aspects of our business. As our chief executive officer, he leverages that expertise in advising on the strategic direction of the Company and apprising our Board on issues of significance to both our Company | and our industry. Through his many years of service with the Company in numerous leadership roles, he is also specifically qualified to speak to the Company’s history and culture, which is useful to the Board’s understanding for long-term planning and opportunities for growth. Mr. Heminger also serves on one outside public company board of directors, which affords him a fresh perspective on management and governance. Mr. Heminger brings to our Board energy industry expertise, a great breadth of transactional experience and an intimate knowledge of our Company. Other Current Public Company Directorships: • Fifth Third Bancorp • MPLX GP LLC Recent Past Directorships: • None |

  27. Code of Ethics for Senior Financial Officers

    | Marathon Petroleum Corporation Proxy Statement / page 23 | |

  28. Code of Ethics for Senior Financial Officers

    Nominee for Class III Director:

  29. Code of Ethics for Senior Financial Officers

    | John P. Surma | MPC Director since: 2011 Age 62 | | | | | • Retired Chairman and CEO, United States Steel Corporation Mr. Surma is a member of the boards of directors of MPLX GP LLC, a wholly owned indirect subsidiary of MPC, Ingersoll-Rand plc and Concho Resources Inc. He serves as the chairman of the board of directors of the Federal Reserve Bank of Cleveland. He is also the chairman of the board of directors of the National Safety Council and is a member of the University of Pittsburgh Medical Center board. At the appointment of President Barack Obama, Mr. Surma served on the President’s Advisory Committee for Trade Policy and Negotiations from September 2010 to September 2014, and was its vice chairman. Mr. Surma retired as the chief executive officer of United States Steel Corporation, an integrated steel producer, in September 2013, and as executive chairman in December 2013. Prior to joining United States Steel, Mr. Surma served in several executive positions with Marathon Oil Corporation. He was named senior vice president, Finance & Accounting | of Marathon Oil Company in 1997, president, Speedway SuperAmerica LLC in 1998, senior vice president, Supply & Transportation of Marathon Ashland Petroleum LLC in 2000 and president of Marathon Ashland Petroleum LLC in 2001. Prior to joining Marathon, Mr. Surma worked for Price Waterhouse LLP where he was admitted to the partnership in 1987. In 1983, Mr. Surma participated in the President’s Executive Exchange Program in Washington, D.C., where he served as executive staff assistant to the vice chairman of the Federal Reserve Board. Mr. Surma earned a bachelor of science degree in accounting from Pennsylvania State University in 1976. As the retired chairman and chief executive officer of a large industrial firm, Mr. Surma has direct insight into many of the same opportunities, risks and challenges faced by our Company. His public accounting background also equips him with an understanding of public company financial reporting | requirements that is useful in carrying out his oversight function as a member of our Board and our Audit Committee. His current and former service on other public company boards of directors, including in the energy sector, affords him a perspective that is particularly valuable and informs his service as Chair of our Corporate Governance and Nominating Committee. Mr. Surma brings to our Board his significant experience in public accounting and in executive leadership in the energy and steel industries. Other Current Public Company Directorships: • Concho Resources Inc. • Ingersoll-Rand plc • MPLX GP LLC Recent Past Directorships: • Bank of New York Mellon • United States Steel Corporation |

  30. Code of Ethics for Senior Financial Officers

    Nominee for Class III Director - Reclassification from Class I:

  31. Code of Ethics for Senior Financial Officers

    | J. Michael Stice | MPC Director since: 2017 Age 57 | | | | | • Dean of the Mewbourne College of Earth & Energy, The University of Oklahoma Mr. Stice has served as the Dean of the Mewbourne College of Earth & Energy at The University of Oklahoma since August 2015. He also serves on the board of directors of U.S. Silica Holdings, Inc., a leading silica sand supplier. Mr. Stice retired as the chief executive officer of Access Midstream Partners L.P., a gathering and processing master limited partnership, in 2014 and from its board of directors in 2015. He had served as Access Midstream’s and Chesapeake Midstream Partners, L.P.’s chief executive officer since 2009, and as president and chief operating officer of Chesapeake Midstream Development, L.P., a wholly owned subsidiary of Chesapeake Energy Corporation and as senior vice president of natural gas projects of Chesapeake Energy Corporation since 2008. Stice began his career in 1981 with Conoco, working in a variety of positions of | increasing responsibility. He was named president of ConocoPhillips Qatar in 2006. Mr. Stice holds a bachelor’s degree in chemical engineering from the University of Oklahoma, a master’s degree in business from Stanford University and a doctorate in education from George Washington University. Mr. Stice has extensive experience with MLPs, including as the chief executive officer of one of the largest publicly traded gathering and processing MLPs, and previously served on the board of directors of MarkWest Energy Partners, L.P., which was acquired by MPLX in 2015. He has 35 years of experience in the upstream and midstream gas businesses. Additionally, Mr. Stice has served on other public company boards of directors. | Other Current Public Company Directorships: • U.S. Silica Holdings, Inc. Recent Past Directorships: • Access Midstream Partners GP, L.L.C. • MarkWest Energy GP L.L.C. • SandRidge Energy, Inc. • Williams Partners GP LLC |

  32. Code of Ethics for Senior Financial Officers

    | | page 24 / Marathon Petroleum Corporation Proxy Statement |

  33. Code of Ethics for Senior Financial Officers

    Continuing Class I Directors – Current Terms Expiring in 2018:

  34. Code of Ethics for Senior Financial Officers

    | David A. Daberko | MPC Director since: 2011 Age 71 | | | | | • Lead Director, Marathon Petroleum Corporation Mr. Daberko serves as the Lead Director of Marathon Petroleum Corporation and on the boards of directors of MPLX GP LLC, a wholly owned indirect subsidiary of MPC, and RPM International Inc. Mr. Daberko joined National City Bank in 1968, and went on to hold a number of management positions with National City. In 1987, Mr. Daberko was elected deputy chairman of National City Corporation, a financial services corporation, which is now a part of The PNC Financial Services Group, Inc., and president of National City Bank in Cleveland. He served as president and chief operating officer of National City Corporation from 1993 until 1995, when he was named chairman of the board and chief executive officer. He retired as chief executive officer in June 2007 and as chairman of the board in December 2007. Mr. Daberko holds a bachelor’s degree from Denison University and a master’s degree in business | administration from Case Western Reserve University. With nearly 40 years of experience in the banking industry, including 12 years as the chairman and chief executive officer of a large financial services corporation, Mr. Daberko has extensive knowledge of the financial services and investment banking sectors. He draws upon the depth of his expertise in accounting and financial management processes in his role on our Audit Committee and in serving as one of our named “audit committee financial experts.” He also has considerable experience from his service as a member of other public company boards of directors, including within the energy industry. Mr. Daberko brings to his role as our Lead Director his knowledge of public company financial reporting requirements and an understanding of the energy business. | Other Current Public Company Directorships: • MPLX GP LLC • RPM International Inc. Recent Past Directorships: • Williams Partners GP LLC |

  35. Code of Ethics for Senior Financial Officers

    | Donna A. James | MPC Director since: 2011 Age 59 | | | | | • Managing Director, Lardon & Associates, LLC Ms. James is managing director of Lardon & Associates, LLC, a business and executive advisory services firm. She is a member of the boards of directors of L Brands, Inc., Boston Scientific Corp. and FIS Group, Inc. Additionally, Ms. James is the founder and chair of The Center for Healthy Families in Columbus, Ohio, and is a former chair of the National Women’s Business Council. Before starting Lardon & Associates, Ms. James served in leadership positions with Nationwide Insurance and Financial Services, including as president of Nationwide Strategic Investments. Prior to that, she was executive vice president and chief administrative officer and held other executive positions at Nationwide, including that of executive vice president and chief human resources officer. Her responsibilities included | leading several U.S. and internationally based subsidiary companies, a venture capital fund and new business development teams with responsibility for emerging opportunities in financial services. Ms. James graduated from North Carolina Agricultural and Technical State University with a bachelor of science degree in accounting. She is a non-practicing CPA. As a former senior executive in the insurance industry, Ms. James has expertise in finance, accounting, public company financial reporting requirements and business development. She also draws upon her broad executive experience in providing insight on matters of corporate management and talent acquisition. As a current and former member of other public company boards of directors, | and as one of our named “audit committee financial experts,” Ms. James brings to her service on our Board and as the Chair of our Audit Committee a valuable perspective on many of the topics impacting our business, including financial reporting, risk management, business strategy and human resources. Other Current Public Company Directorships: • Boston Scientific Corp. • L Brands, Inc. Recent Past Directorships: • CNO Financial Group, Inc. • Coca-Cola Enterprises, Inc. • Time Warner Cable Inc. |

  36. Code of Ethics for Senior Financial Officers

    | Marathon Petroleum Corporation Proxy Statement / page 25 | |

  37. Code of Ethics for Senior Financial Officers

    | James E. Rohr | MPC Director since: 2013 Age 68 | | | | | • Retired Chairman and CEO, The PNC Financial Services Group, Inc. Mr. Rohr serves on the boards of directors of Allegheny Technologies Incorporated, EQT Corporation, General Electric Company and ECHO Realty, LP. Additionally, he is on the board of directors of The Heinz Endowments, is chairman of the board of trustees of Carnegie Mellon University and a member of the boards of trustees of the University of Notre Dame and the Dietrich Foundation, and is a past chairman of the Pittsburgh Cultural Trust. He is also a board member emeritus of the Salvation Army and a member of the Allegheny Foundation. Mr. Rohr joined The PNC Financial Services Group, Inc., a financial services company, in 1972. After serving in various capacities of increasing responsibility and in several leadership roles, he was named chief executive officer in 2000. Mr. Rohr oversaw PNC’s expansion into new markets and led PNC to record growth. After more than 40 years of | service with the company, he retired as chief executive officer in April 2013 and as executive chairman of the board in April 2014. Mr. Rohr earned a bachelor of arts degree from the University of Notre Dame in 1970 and a master’s degree in business administration from The Ohio State University in 1972. As the former chairman and chief executive officer of a large diversified financial services company, Mr. Rohr has proven leadership abilities in managing a complex business. His understanding of financial markets and his strategic vision are of particular value to the Company. Mr. Rohr serves on other public company boards of directors across a diverse range of business and industry sectors. He is uniquely positioned to offer guidance on the risk management oversight function of the Board, as well as in areas such as capital allocation, the evaluation of the | capital structure of the Company and shareholder relations. Mr. Rohr brings considerable financial acumen and leadership ability to his service on our Board and as the Chair of our Compensation Committee. Other Current Public Company Directorships: • Allegheny Technologies Incorporated • EQT Corporation • General Electric Company Recent Past Directorships: • BlackRock, Inc. • The PNC Financial Services Group, Inc. |

  38. Code of Ethics for Senior Financial Officers

    | | page 26 / Marathon Petroleum Corporation Proxy Statement |

  39. Code of Ethics for Senior Financial Officers

    Continuing Class II Directors – Current Terms Expiring in 2019:

  40. Code of Ethics for Senior Financial Officers

    | Abdulaziz F. Alkhayyal | MPC Director since: 2016 Age 63 | | | | | • Retired Senior Vice President, Industrial Relations, Saudi Aramco Mr. Alkhayyal serves on the boards of directors of Halliburton Company and the International Youth Foundation. Mr. Alkhayyal joined Saudi Aramco, the Saudi Arabian national petroleum and natural gas company, in 1981, where he served in various company field operations. From 1993 to 1996, he served as a member of general management, and was then named vice president, Sales and Marketing in 1996, vice president Employee Relations and Training in 1997 and vice president, Corporate Planning in 1998. He was appointed senior vice president, International Operations in 2000, where he was responsible for the development of Saudi Aramco’s downstream international business. Mr. Alkhayyal was named senior vice president, Refining, Marketing and International in 2001 and senior vice president industrial relations in 2007. He served in this position until his retirement from Saudi Aramco in | 2014. Mr. Alkhayyal received a bachelor’s degree in mechanical engineering in 1977, and a master’s degree in business administration in 1979, both from the University of California, Irvine. He attended the Advanced Management Program at the University of Pennsylvania in 1995. Mr. Alkhayyal has exceptional oil and gas knowledge, including significant international business experience in the energy industry. He served as an executive with the world’s largest producer of crude oil, which has given him unique insight into global energy markets. In addition, Mr. Alkhayyal’s service on another public company board, where he is a member of the Health, Safety and Environment and the Nominating and Corporate Governance Committees provides him with additional insight that informs his service on our Board. | Other Current Public Company Directorships: • Halliburton Company Recent Past Directorships: • None |

  41. Code of Ethics for Senior Financial Officers

    | Evan Bayh | MPC Director since: 2011 Age 61 | | | | | • Senior Advisor, Apollo Global Management; Partner, McGuireWoods LLP Senator Bayh is a senior advisor with Apollo Global Management, a leading global alternative asset management firm, and a partner with McGuireWoods LLP, a global diversified law firm. He is also a member of the boards of directors of Berry Plastics Group, Inc., Fifth Third Bancorp and RLJ Lodging Trust. As a former U.S. senator and the governor of Indiana, Senator Bayh has held numerous leadership positions. He was elected as Indiana’s secretary of state in 1986 and as its governor in 1988. After two terms as governor, Mr. Bayh was elected to the U.S. Senate where he served for 12 years. Senator Bayh’s committee assignments included Banking, Housing and Urban Affairs; Armed Services; Energy and Natural Resources; the Select Committee on Intelligence; Small Business and Entrepreneurship; and the Special Committee on Aging. During his time in office, he focused on job creation, | national security, small business growth and many other critical domestic issues. Senator Bayh graduated with a bachelor’s degree in business economics from Indiana University in 1978 and a juris doctor degree from the University of Virginia in 1981. Senator Bayh served as an elected official at the statewide or federal level for more than two decades, first as the governor of the state of Indiana and later as a U.S. senator. As Indiana’s governor, Senator Bayh led large organizations with thousands of employees and oversaw budgets in the billions of dollars. During his time in the U.S. Senate, he served on the Banking Committee and as chairman of the International Trade and Finance Subcommittee. He now leverages his professional expertise as an advisor in private equity markets. His service on other public company boards of directors also exposes | him to various industries and management approaches. Senator Bayh brings to our Board a depth of public and private sector experience and offers a unique perspective on matters of government regulation, risk management, finance, corporate governance and leadership. Other Current Public Company Directorships: • Berry Plastics Group, Inc. • Fifth Third Bancorp • RLJ Lodging Trust Recent Past Directorships: • None |

  42. Code of Ethics for Senior Financial Officers

    | Marathon Petroleum Corporation Proxy Statement / page 27 | |

  43. Code of Ethics for Senior Financial Officers

    | Charles E. Bunch | MPC Director since: 2015 Age 67 | | | | | • Retired Chairman and CEO, PPG Industries, Inc. Mr. Bunch serves on the boards of directors of ConocoPhillips, Mondelez International, Inc. and The PNC Financial Services Group, Inc. Mr. Bunch joined PPG Industries, a global supplier of paints, coatings and other materials, in 1979, and held various positions in finance and planning, marketing, and general management in the United States and Europe. He later served as senior vice president of strategic planning and corporate services and executive vice president, Coatings. He was named president, chief operating officer and board member in 2002, and chairman and CEO in 2005. He retired as chief executive officer in 2015, and as chairman of the board in 2016. Mr. Bunch received a bachelor’s degree in international affairs from Georgetown University and a master’s degree in business administration from the Harvard University Graduate School of Business Administration. | As the former chairman and chief executive officer of a large, multinational company, and a member of the boards of directors of ConocoPhillips, PNC and Mondelez, Mr. Bunch’s areas of expertise include an in-depth knowledge of the petroleum industry, the financial services industry, organizational and operational management, capital allocation and manufacturing. In addition, Mr. Bunch has a deep understanding of the U.S. economy and corporate finance. His current and former service on other boards of directors of public companies, including in the petroleum industry and the financial industry, have also provided him exposure to varying approaches to governance and leadership across several industry sectors. | Other Current Public Company Directorships: • ConocoPhillips • Mondelez International, Inc. • The PNC Financial Services Group, Inc. Recent Past Directorships: • H.J. Heinz Company • PPG Industries, Inc. |

  44. Code of Ethics for Senior Financial Officers

    | Frank M. Semple | MPC Director since: 2015 Age 65 | | | | | • Retired Chairman, President and CEO, MarkWest Energy Partners, L.P. Mr. Semple serves on the board of directors of MPLX GP LLC, a wholly owned indirect subsidiary of MPC. He was appointed to our Board in fulfillment of our commitment under the merger agreement between MPLX and MarkWest to appoint one director to our Board effective at the close of the merger. Mr. Semple served as vice chairman of MPLX GP LLC from the time of the MPLX/MarkWest Merger in 2015, until his retirement in 2016. He joined MarkWest in 2003, as president and chief executive officer, and was elected chairman of the board in 2008. Prior to joining MarkWest, Mr. Semple completed a 22-year career with The Williams Companies, Inc. and WilTel Communications. He served as the chief operating officer of WilTel Communications, senior vice president/general manager of Williams Natural Gas Company, vice president of operations and engineering for Northwest Pipeline | Company and division manager for Williams Pipe Line Company. Prior to his time with Williams, Mr. Semple served in the United States Navy. Mr. Semple earned a bachelor’s degree in mechanical engineering from the United States Naval Academy and has completed the Program for Management Development at Harvard Business School. As the former chairman and chief executive officer of MarkWest, the master limited partnership acquired by MPLX, Mr. Semple has proven leadership abilities in managing a complex business and a deep understanding of the midstream sector. Mr. Semple has significant experience regarding operations, strategic planning, finance and corporate governance matters. | Other Current Public Company Directorships: • MPLX GP LLC Recent Past Directorships: • MarkWest Energy GP, L.L.C. |

  45. Code of Ethics for Senior Financial Officers

    | | page 28 / Marathon Petroleum Corporation Proxy Statement |

  46. Code of Ethics for Senior Financial Officers

    Retiring Director: John W. Snow, a member of our Compensation Committee and our Corporate Governance and Nominating Committee, will retire from the Board effective April 26, 2017. Mr. Snow has served as a director of our Board since Marathon Petroleum’s inception as an independent company in 2011. Mr. Snow was appointed to the board of directors of Marathon Oil’s predecessor, USX Corporation, in March 1995, and served until December 2001. President George W. Bush nominated Mr. Snow to be Secretary of the Treasury in January 2003, and he was unanimously confirmed to the position by the United States Senate. After leaving that office in 2006, Mr. Snow served on the Marathon Oil board until our Spinoff. Mr. Snow was instrumental in the formation of our Company and our success as a new publicly traded company. We are grateful for his leadership and vision and thank him for his distinguished service.

  47. Code of Ethics for Senior Financial Officers

    | John W. Snow | Non-Executive Chairman, Cerberus Capital Management, L.P. Age 77 | | | Mr. Snow is the non-executive chairman of Cerberus Capital Management, L.P. He is also a member of the boards of directors of Armada Hoffler Properties, Inc., Dominion Midstream Partners, LP. and Afiniti. Mr. Snow was sworn into office as U.S. Secretary of the Treasury in February 2003, where he served until leaving office in June 2006. Prior to becoming Secretary of the Treasury, he served as chairman and chief executive officer of CSX Corporation. He also held several high-ranking positions in the Department of Transportation during the Ford administration. Mr. Snow is a former co-chairman of the Conference Board’s Blue-Ribbon Commission on Public Trust and Private Enterprise. He also served as co-chairman of the National Commission on Financial Institution Reform, Recovery and Enforcement. Mr. Snow graduated with a bachelor’s degree from the University of Toledo in 1962. He also holds a master’s degree from Johns Hopkins University, a doctorate in economics from the University of Virginia and a juris doctor degree from George Washington University. Through his role as chairman of a leading private investment firm and his experience as the U.S. Secretary of the Treasury and as the chairman and chief executive officer of a large public company, Mr. Snow is uniquely qualified on a broad array of issues, including global economic conditions, corporate strategic direction, finance, government regulation and leadership. He also serves on the boards of directors of other public companies and is exposed to various views on corporate management and governance. Mr. Snow has considerable skill in various disciplines developed through his distinguished careers in both the private and public sectors. Other public company directorships during the past five years: Armada Hoffler Properties, Inc.; Dominion Midstream Partners, LP; Amerigroup Corporation; Verizon Communications, Inc.; International Consolidated Airlines Group. |

  48. Code of Ethics for Senior Financial Officers

    | Marathon Petroleum Corporation Proxy Statement / page 29 | |

  49. Code of Ethics for Senior Financial Officers

    PROPOSAL OF THE BOARD / PROPOSAL NO. 2 - RATIFICATION OF INDEPENDENT AUDITOR FOR 2017 Proposal No. 2 – Ratification of Independent Auditor for 2017 Our Audit Committee has selected PricewaterhouseCoopers LLP (which we refer to as PricewaterhouseCoopers), an independent registered public accounting firm, as our independent auditor to audit the Company’s books and accounts for the year ending December 31, 2017. PricewaterhouseCoopers served as our independent auditor in 2016. While our Audit Committee is responsible for appointing, replacing, compensating and overseeing the work of the independent auditor, we are requesting, as a matter of good corporate governance, our shareholders ratify the appointment of PricewaterhouseCoopers as our independent auditor for 2017. If our shareholders fail to ratify this appointment, our Audit Committee will reconsider whether to retain PricewaterhouseCoopers and may elect to continue the retention of PricewaterhouseCoopers or may retain another firm without resubmitting the matter to our shareholders. Even if the appointment is ratified, our Audit Committee may, in its discretion, direct the appointment of a different independent auditor at any time during the year if it determines such change would be in the Company’s best interest and in the best interests of our shareholders. We expect representatives of PricewaterhouseCoopers to be present at our Annual Meeting, with an opportunity to make a statement if they desire to do so, and to be available to respond to appropriate questions from our shareholders.

  50. Code of Ethics for Senior Financial Officers

    | | Our Board of Directors recommends you vote FOR Proposal No. 2. |

  51. Code of Ethics for Senior Financial Officers

    | | page 30 / Marathon Petroleum Corporation Proxy Statement |

  52. Code of Ethics for Senior Financial Officers

    PROPOSAL OF THE BOARD / PROPOSAL NO. 3 - APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS Proposal No. 3 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers Pursuant to Section 14A of the Exchange Act, we seek your advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement. Although this vote is non-binding, the Compensation Committee values your opinion and expects to consider the voting results when making future decisions about named executive officer compensation. The next advisory vote, following the vote at the Annual Meeting, on the compensation of our named executive officers will take place at our 2018 Annual Meeting. Additionally, we think constructive dialogue with our shareholders provides meaningful feedback about specific named executive officer compensation practices and programs and encourage shareholders to communicate directly with both management of the Company and the Compensation Committee about named executive officer compensation. Shareholders may contact the Compensation Committee Chair to provide input on named executive officer compensation matters at any time by email at: compchair@marathonpetroleum.com. Shareholders may also contact management to provide input on named executive officer compensation matters at any time by contacting Lisa Wilson, Director, Investor Relations by email at: lisadwilson@marathonpetroleum.com. As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, our Compensation Committee has effectively established executive compensation programs that reflect both Company and individual performance. Executive compensation decisions are made in order to attract, motivate, retain and reward talented executives, with a focus on delivering business results and value to our shareholders. Our Compensation Committee consistently exercises care and discipline in determining executive compensation. Our Board of Directors urges you to review carefully the Compensation Discussion and Analysis that describes our compensation philosophy and programs in greater detail and to approve the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

  53. Code of Ethics for Senior Financial Officers

    | | Our Board of Directors recommends you vote FOR Proposal No. 3. |

  54. Code of Ethics for Senior Financial Officers

    | Marathon Petroleum Corporation Proxy Statement / page 31 | |

  55. Code of Ethics for Senior Financial Officers

    PROPOSAL OF THE BOARD / PROPOSAL NO. 4 - APPROVAL OF 162(m) MATERIAL TERMS FOR QUALIFIED PERFORMANCE-BASED COMPENSATION UNDER THE AMENDED AND RESTATED MARATHON PETROLEUM CORPORATION 2012 INCENTIVE COMPENSATION PLAN Proposal No. 4 – Approval of 162(m) Material Terms for Qualified Performance-Based Compensation under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan On February 22, 2017, the Compensation Committee of our Board approved and adopted the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, amended and restated as of that date (which we refer to as the Amended Plan). The Amended Plan is intended to continue to allow us to reward participants by providing cash benefits and opportunities to acquire our common stock, to attract and retain officers, employees and directors, to strengthen the alignment of their interests with shareholder interests and to reward outstanding contributions to our development and financial success. The Marathon Petroleum Corporation 2012 Incentive Compensation Plan (which we refer to as the 2012 Plan) was approved by shareholders at the 2012 Annual Meeting. The 2012 Plan was amended effective as of June 10, 2015, to reflect the effect of the Stock Split (which we refer to as the First Amendment). The Amended Plan incorporates the terms of the First Amendment and makes certain other non-material changes, including a plan-level limitation on making dividends or dividend equivalents currently payable with respect to unvested awards and a limit on certain share recycling practices. The changes described in this paragraph did not require shareholder approval under the terms of the 2012 Plan or the applicable stock exchange rules and regulations. We are not asking shareholders to approve either the First Amendment or the Amended Plan. Instead, we are only asking shareholders to approve the material terms for “qualified performance-based compensation” under the Amended Plan for purposes of the approval requirements under Section 162(m) of the Internal Revenue Code of 1986, as amended (or the Code). This approval is intended to preserve our ability to potentially design certain types of awards under the Amended Plan so that they may satisfy the requirements for “qualified performance-based compensation” and may permit us to benefit from certain tax deductions, under Section 162(m) of the Code. Section 162(m) of the Code disallows a deduction for certain compensation paid to our CEO and to each of our other three most highly compensated executive officers, other than our CFO, in a taxable year to the extent that compensation to a covered employee exceeds $1 million for such year. However, some types of compensation, including “qualified performance-based compensation” under Section 162(m) of the Code, are not subject to the deduction limit if the compensation satisfies the requirements of Section 162(m) of the Code. The deduction limit does not apply to compensation paid under a shareholder-approved plan that meets certain requirements for “qualified performance-based compensation” under Section 162(m) of the Code. While we believe it is in our best interests and that of our shareholders to have the ability to potentially grant “qualified performance-based compensation” under the Amended Plan, we may decide to grant compensation to covered employees that will not qualify as “qualified performance-based compensation” for purposes of Section 162(m) of the Code. Moreover, even if we intend to grant compensation that qualifies as “qualified performance-based compensation” for purposes of Section 162(m) of the Code under the Amended Plan, we cannot guarantee that such compensation will so qualify or will ultimately be deductible by us. Generally, compensation attributable to stock options, appreciation rights and other performance-based awards may be deemed to qualify as “qualified performance-based compensation” under Section 162(m) of the Code if: (1) the grant is made by a committee of outside directors for purposes of Section 162(m) of the Code; (2) the plan under which the award is granted states the maximum number of shares with respect to which share-based awards and the maximum amount of cash awards that may be granted to any individual during a specified period of time; and (3) the amount of compensation an individual may receive under the award is based solely on the achievement of one or more pre-established performance goals that incorporate business criteria approved by shareholders (or, in the case of stock options or appreciation rights, the increase in the value of the shares after the date of grant). Shareholder approval of this proposal is intended to satisfy the shareholder approval requirements of Section 162(m) of the Code. We are seeking shareholder approval of the material terms for “qualified performance-based compensation” under the Amended Plan, including the performance measures and grant limits under the Amended Plan, as well as the individuals eligible to receive awards under the Amended Plan, to have the flexibility to potentially grant awards under the Amended Plan that may be fully deductible for federal income tax purposes. If our shareholders approve the material terms for “qualified performance-based compensation” under the Amended Plan, assuming that all other requirements under Section 162(m) of the Code are met, we may be able to obtain tax deductions with respect to awards issued under the Amended Plan to our covered employees without regard to the limitations of Section 162(m) of the Code through the 2022 Annual Meeting (in

  56. Section 162(m) Performance Measures

    Section 162(m) Performance Measures As discussed above, the principal reason for submitting this proposal to shareholders is to obtain shareholder approval of the material terms for “qualified performance-based compensation” under the Amended Plan for purposes of Section 162(m) of the Code. Such shareholder approval is expected to enable us to structure certain awards so that they may be able to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. In particular, the Amended Plan includes a list of performance measures upon which the Compensation Committee must condition a grant or vesting of certain “qualified performance-based compensation” awards pursuant to the Amended Plan, which measures may include any of the following:

  57. Section 162(m) Performance Measures

    | • | revenue and income measures (which include revenue, gross margin, income from operations, net income, net sales, earnings per share, earnings before interest, taxes, depreciation and amortization, earnings before interest, taxes and amortization, earnings before interest and taxes and economic value added); |

  58. Section 162(m) Performance Measures

    | • | expense measures (which include costs of goods sold, selling, finding and development costs, general and administrative expenses and overhead costs); |

  59. Section 162(m) Performance Measures

    | • | operating measures (which include refinery throughput, mechanical availability, productivity, operating income, funds from operations, product quality, cash from operations, after-tax operating income, market share, margin and sales volumes); |

  60. Section 162(m) Performance Measures

    | • | margin measures (which include crack spreads); |

  61. Section 162(m) Performance Measures

    | • | refined product measures; |

  62. Section 162(m) Performance Measures

    | • | cash management and cash flow measures (which include net cash flow from operating activities, working capital, receivables management and related customer terms); |

  63. Section 162(m) Performance Measures

    | • | liquidity measures (which include earnings before or after the effect of certain items such as interest, taxes, depreciation and amortization, improvement in or attainment of working capital levels and free cash flow); |

  64. Section 162(m) Performance Measures

    | • | leverage measures (which include debt-to-equity ratio, debt reduction and net debt); |

  65. Section 162(m) Performance Measures

    | • | market measures (which include market share, stock price, growth measures, total shareholder return, share price performance, return on equity, return on invested capital and return on assets and market capitalization measures); |

  66. Section 162(m) Performance Measures

    | • | return measures (which include return on equity, return on assets and return on invested capital); |

  67. Section 162(m) Performance Measures

    | • | corporate value and sustainability measures (which include compliance, safety, environmental and personnel matters); |

  68. Section 162(m) Performance Measures

    | • | project completion measures (which may include measures regarding whether interim milestones regarding budgets and deadlines are met, as well as whether projects are completed on time and on or under budget); and |

  69. Section 162(m) Performance Measures

    | • | other measures such as those relating to acquisitions, dispositions or customer satisfaction. |

  70. Section 162(m) Performance Measures

    In addition to the performance measures, the Amended Plan also includes individual award limits for equity or incentive awards that can be granted pursuant to the Amended Plan, as further described below under the heading “Summary of Material Terms of the Amended Plan”.

  71. Summary of Material Terms of the Amended Plan

    | • | stock options, including incentive stock options and non-qualified stock options; |

  72. Summary of Material Terms of the Amended Plan

    | • | stock awards, restricted stock awards and other awards denominated or paid in common stock; |

  73. Summary of Material Terms of the Amended Plan

    | • | restricted stock units (which may include dividend equivalents); |

  74. Authorized Shares and Limits

    Authorized Shares and Limits We have reserved a total of 50 million shares of our common stock for issuance in connection with the Amended Plan. No more than 20 million shares may be used for awards other than stock options or SARs. No more than 20 million shares may be granted as incentive stock options. The number of shares authorized to be issued under the Amended Plan, as well as individual limits and exercise prices, are subject to adjustment for stock dividends, stock splits, recapitalizations, mergers or similar corporate events. As of March 1, 2017, the closing price for a share of our common stock on the New York Stock Exchange was $50.99 per share. The following limitations apply to awards made under the Amended Plan:

  75. Authorized Shares and Limits

    | • | no employee may be granted, during any calendar year, stock options or SARs that are exercisable for or relate to more than 12 million shares of common stock; |

  76. Authorized Shares and Limits

    | • | no employee may be granted, during any one-year period, stock awards or restricted stock unit awards |

  77. Employee Award Terms

    Employee Award Terms All awards to employees under the Amended Plan are subject to the terms, conditions and limitations as determined by the Plan Committee. Awards may be made in combination with, in replacement of, or as alternatives to, grants under the Amended Plan or other plans of our Company or subsidiaries, including plans of an acquired entity. Upon the termination of employment of a participant who is an employee, any unexercised, deferred, unvested, or unpaid awards will be treated as set forth in the applicable award agreement. A stock option granted to an employee under the Amended Plan may consist of either an incentive stock option that is intended to comply with the requirements of Section 422 of the Code or a non-qualified stock option. Incentive stock options and non-qualified stock options must have an exercise price per share that is not less than the fair market value of the common stock on the date of grant and, subject to certain adjustment provisions of the Amended Plan that apply only upon specified corporate events, the exercise price of an option granted under the Amended Plan may not be decreased. The term of a stock option may not extend more than 10 years from the date of grant. A SAR may be granted under the Amended Plan with respect to all or a portion of the shares of common stock subject to a stock option or may be granted separately. The granted price of a SAR may not be less than the fair market value of the common stock on the date of grant and its term shall extend no more than 10 years from the date of grant. Any SAR which is not a performance award will have a minimum vesting period of three years from the date of grant, which vesting may occur incrementally over the three-year minimum vesting period, as long as no portion of any

  78. Employee Award Terms

    PROPOSAL OF THE BOARD / PROPOSAL NO. 4 - APPROVAL OF 162(m) MATERIAL TERMS FOR QUALIFIED PERFORMANCE-BASED COMPENSATION UNDER THE AMENDED AND RESTATED MARATHON PETROLEUM CORPORATION 2012 INCENTIVE COMPENSATION PLAN SAR award will have a vesting period of less than one year. However, the Plan Committee may provide for earlier vesting following a change of control or other specified events involving the Company or upon an employee’s termination of employment by reason of death, disability or retirement. Employees may be granted awards in the form of restricted stock or restricted stock units. Unless otherwise provided in an award agreement, the recipient of a restricted stock award will have all rights of a shareholder with respect to the shares of common stock subject to the award, including the right to vote and the right, upon vesting, to receive distributions made with respect to such shares. Restricted stock unit awards consist of awards of units denominated in common stock. Recipients of restricted stock unit awards will not possess voting rights with respect to these awards. However, rights to dividend equivalents may be extended to and made part of any restricted stock unit award at the discretion of the Plan Committee. Except as otherwise provided in an award agreement, any shares or other property (other than cash) distributed as a dividend or otherwise with respect to any restricted stock or restricted stock unit award as to which the restrictions have not yet lapsed will be subject to the same restrictions as the restricted stock or restricted stock unit award. Any restricted stock or restricted stock unit award which is not a performance award will have a minimum vesting period of three years from the date of grant, which vesting may occur incrementally over the three-year minimum vesting period, provided that no portion of any restricted stock or restricted stock unit award has a vesting period of less than one year. However, the Plan Committee may provide for earlier vesting following a change of control or other specific events involving the Company or upon an employee’s termination of employment by reason of death, disability or retirement. Notwithstanding the foregoing minimum vesting requirements, no more than 3 percent of the total awards authorized under the Amended Plan will be available and permitted to be granted to executives with shorter vesting periods than one year. In addition, employees who are officers at the time a restricted stock or stock settled restricted stock unit award is made will be subject to an additional one-year holding period following the end of the applicable restriction period before such shares (net of shares used to satisfy applicable tax withholding) may be sold. Employees may be granted performance awards under the Amended Plan. Performance awards consist of grants made subject to the attainment of one or more performance goals and such awards may be intended to meet the requirements of “qualified performance-based compensation” under Section 162(m) of the Code. The performance goals intended to satisfy Section 162(m) of the Code must be established by the Plan Committee in accordance with Section 162(m) of the Code and the applicable regulations thereunder, and may be based upon one or more business criteria that apply to the employee, one or more business units of the Company or the Company as a whole, and may include as set forth in the Amended Plan any of the following performance goals set forth above in the “Section 162(m) Performance Measures” on Page 33. Adjustments may be made to the performance goals and the level of the performance award that a participant may earn under the Amended Plan in accordance with the terms set forth in the Amended Plan; provided, that performance awards granted to certain executive officers will only be adjusted to the extent permitted under Section 162(m) of the Code. Prior to the payment of any performance award based on the achievement of performance goals, our Compensation Committee is required to certify in writing, pursuant to Section 162(m) of the Code, that the applicable performance goals and any material terms are, in fact, satisfied. Any stock award that is a performance award is subject to a one-year minimum vesting period. However, the Plan Committee may provide for earlier vesting, following a change of control or other specified events involving the Company or upon an employee’s termination of employment by reason of death, disability or retirement. Additionally, employees who are officers at the time a performance award that will settle in shares is made, have an additional one-year holding requirement after the performance award is settled before such shares (net of shares used to satisfy applicable tax withholding) may be sold. Cash awards, which consist of grants denominated in cash, may also be granted to employees under the Amended Plan. Such cash awards shall be subject to the same performance criteria proposed above with respect to performance awards, with the addition of subjective performance criteria consisting of group, team or individual performance goals aligned with desired business results. In addition to the holding period for officers following the vesting of awards under the Amended Plan, executive officers are also subject to stock ownership guidelines, which may require an executive officer to retain vested shares (net of shares used to satisfy applicable tax withholding) beyond the holding requirements provided in the Amended Plan.

  79. Non-Employee Director Award Terms

    Non-Employee Director Award Terms Non-employee directors may be granted stock options, SARs, stock awards, restricted stock unit awards, cash awards and performance awards under the Amended Plan. All awards to our non-employee directors under the Amended Plan are subject to the terms, conditions and

  80. Non-Employee Director Award Terms

    PROPOSAL OF THE BOARD / PROPOSAL NO. 4 - APPROVAL OF 162(m) MATERIAL TERMS FOR QUALIFIED PERFORMANCE-BASED COMPENSATION UNDER THE AMENDED AND RESTATED MARATHON PETROLEUM CORPORATION 2012 INCENTIVE COMPENSATION PLAN limitations determined by our Board and evidenced in either an individual award agreement or by some other document or plan which sets forth such terms, conditions and limitations. Awards may be made in combination with, in replacement of or as alternatives to, grants under the Amended Plan or other plans maintained by the Company or its subsidiaries, including plans of an acquired entity. Upon the termination of service by a participant who is a non-employee director, any unexercised, deferred, unvested or unpaid awards will be treated as set forth in the applicable award agreement. A stock option granted to a director under the Amended Plan will consist of a non-qualified stock option. Non-qualified stock options must have an exercise price per share that is not less than the fair market value of the common stock on the date of grant and, subject to certain adjustment provisions of the Amended Plan that apply only upon specified corporate events, the exercise price of an option granted under the Amended Plan may not be decreased. The term of a stock option may not extend more than ten years after the date of grant. A SAR may be granted under the Amended Plan with respect to all or a portion of the shares of common stock subject to a stock option or may be granted separately. The exercise price of a SAR may not be less than the fair market value of the common stock on the date of grant and its term shall extend no more than 10 years from the date of grant. Stock awards consist of restricted and non-restricted grants of common stock. Restricted stock unit awards consist of awards of units denominated in common stock. Performance awards consist of grants made subject to the attainment of one or more performance goals. Performance awards to non-employee directors are not required to meet the requirements of “qualified performance-based compensation” under Section 162(m) of the Code. Our Board determines the terms, conditions, limitations and performance goals with respect to performance awards to our non-employee directors.

  81. No Repricing of Stock Options or SARs Without Shareholder Approval

    No Repricing of Stock Options or SARs Without Shareholder Approval Awards that are stock options or SARs may not be repriced, replaced, regranted through cancellation or modified without shareholder approval (except if in connection with a change in our capitalization) if the effect would be to reduce the underlying grant price. Similarly, no stock options or SARs may be repurchased with cash without shareholder approval.

  82. Other Adjustments

    Other Adjustments In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board may make such adjustments to awards or other provisions for the disposition of awards as it deems equitable, and shall be authorized to provide for (1) the substitution or assumption of awards, (2) the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, an award, or (3) the cancellation of awards in exchange for a cash payment in an amount that the Board determines is equal to the fair market value of such awards on the date of such event (which, in the case of stock options or SARs, would be the excess, if any, of the fair market value of common stock on such date over the exercise price of the award).

  83. Simple Majority Vote - Proposal 7

    | • | To Safeguard Long-Term Shareholder Interests. Our Board is bound by fiduciary duties to act in a manner that it believes to be in the best interests of the Company and its shareholders. Shareholders, on the other hand, do not have the same fiduciary duties. As a result, a group of shareholders – who may be acting in their own short-term or other interests not shared by MPC investors generally – may vote in a manner that is detrimental to large numbers of shareholders. Accordingly, our supermajority voting requirements safeguard the long-term interests of the Company and its shareholders. |

  84. Audit Committee

    | Includes restricted stock unit awards granted pursuant to the Second Amended and Restated Marathon Petroleum Corporation 2011 Incentive Compensation Plan and/or the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, and credited within a deferred account pursuant to the Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors. The aggregate number of restricted stock unit awards credited as of January 31, 2017, for each of the non-employee directors is as follows: Mr. Alkhayyal, 1,197; Mr. Bayh, 27,375; Mr. Bunch, 4,776; Mr. Daberko, 140,998; Mr. S.A. Davis, 12,045; Ms. James, 27,375; Mr. Rohr, 12,045; Mr. Semple, 1,170; Mr. Snow, 76,963; and Mr. Surma, 27,375.(3) |

  85. Audit Committee

    | Includes restricted stock unit awards granted pursuant to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, a portion of which may be forfeited under certain conditions.(4) |

  86. Audit Committee

    | Includes shares of restricted stock issued pursuant to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, which are subject to limits on sale and transfer, and may be forfeited under certain conditions.(5) |

  87. Audit Committee

    | Includes stock options exercisable within 60 days of January 31, 2017, including 305,878 stock options exercisable by the applicable named executive officers but not in the money as of January 31, 2017.(9) |

  88. Audit Committee

    | Includes shares of common stock issued in settlement of performance units within 60 days of January 31, 2017.(10) |

  89. Audit Committee

    | Includes common units issued in settlement of performance units within 60 days of January 31, 2017.(7) |

  90. Shareholder-Friendly Features of Our Executive Compensation Program

    | We do: | | | | cap annual cash bonus and performance unit payouts; | | | have long-term incentive (or LTI) awards based on relative total shareholder return; | | | impose an additional one-year holding requirement for all shares received under our incentive compensation plan; | | | have “double triggers” for change-in-control payout provisions for all LTI awards; | | | maintain significant stock ownership guidelines for NEOs and other executive officers; | | | impose clawback provisions on both long-term and short-term incentive awards; | | | conduct an annual shareholder say-on-pay vote on NEO compensation; | | | have limited business perquisites; and | | | retain an independent compensation consultant who regularly advises the Compensation Committee. |

  91. Shareholder-Friendly Features of Our Executive Compensation Program

    | We do not: | | | | allow the hedging or pledging of MPC stock; | | | enter into employment contracts with NEOs or any other executive officers; | | | guarantee minimum bonus payments to any of our executive officers; | | | provide tax gross-ups for perquisites; | | | pay dividends or dividend equivalents on unvested equity; | | | allow the repricing of stock options without shareholder approval; | | | provide excise tax gross-up provisions with regard to any change in control of MPC; or | | | grant stock options below fair market value as of the grant date. |

  92. Significant 2016 Compensation Committee Actions

    | | Action | Reason for Action | | • | Added a new financial metric to the annual cash bonus (or ACB) program - Selling, General and Administrative Costs | • To focus employees on selling, general and administrative cost management of controllable expenditures | | • | Added a new financial metric to the ACB program – MPLX/MarkWest Commercial Synergies | • To emphasize the importance of capturing synergies between MPLX and MarkWest, which became part of MPLX in late 2015 | | • | Removed the metric of rebranding the acquired Hess retail locations to Speedway from the ACB program | • The acquired Hess store sites were successfully rebranded to Speedway in 2015 |

  93. Significant 2016 Compensation Committee Actions

    | • | the compensation programs of our peer group companies. |

  94. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives We believe our executive compensation program plays a critical role in maximizing long-term shareholder value. It supports our ability to attract, motivate, retain and reward the highest quality executives to excel within our performance culture. We use our executive compensation program to create value for our shareholders through the quality products and services we provide to our customers. We do this while striving to maintain our sustainability and environmental commitments by acting responsibly toward those who work for us, those business partners who work with us and with every community in which we operate. After evaluating our year-to-date financial, operational and employee performance, considering shareholder feedback and comparing the compensation of our NEOs and other executive officers to that of executives of companies within our peer groups, the Compensation Committee decided to continue our existing compensation philosophy. Our existing philosophy generally targets the Total Direct Compensation (defined as base salary + target bonus + intended value of annual LTI awards) for our NEOs and other executive officers at the median (50th percentile) of the compensation for similar executives of companies in our peer groups. In support of this philosophy, the decisions of the Compensation Committee are designed to:

  95. Executive Compensation Philosophy and Objectives

    Our mix of pay elements allows the Compensation Committee to use both cash (base salary and annual cash bonus opportunities) and equity (performance units, stock options, restricted stock and phantom units) to encourage and motivate our NEOs and other executive officers to achieve both our short-term and long-term business objectives.

  96. Summary of 2016 Compensation Awarded

    | Name | 2016 Year-End Base Salary ($) | Target Bonus Amount ($) | Actual 2016 Bonus Payment (Paid in 2017) ($) | Intended Value of MPC LTI Awards ($) | Intended Value of MPLX LTI Awards* ($) | Total Direct Compensation ($) | | G. R. Heminger | 1,600,000 | 2,400,000 | 4,200,000 | 8,800,000 | 2,200,000 | 16,800,000 | | T. T. Griffith | 625,000 | 500,000 | 750,000 | 1,600,000 | 400,000 | 3,375,000 | | D. C. Templin | 800,000 | 800,000 | 1,300,000 | 1,500,000 | 1,500,000 | 5,100,000 | | A. R. Kenney | 700,000 | 595,000 | 1,075,000 | 1,890,000 | 210,000 | 3,875,000 | | C. M. Palmer | 650,000 | 487,500 | 725,000 | 1,445,000 | 255,000 | 3,075,000 |

  97. Summary of 2016 Compensation Awarded

    | In 2016, our NEOs and other executive officers were also awarded MPLX LTI by the Board of Directors of MPLX GP LLC, the general partner of MPLX, which is the master limited partnership sponsored by MPC. These awards were granted for services provided to MPLX and are included in this table to reflect the Total Direct Compensation our NEOs received in 2016 for their employment with MPC.* |

  98. Compensation Mix

    | Mr. Heminger | CEO Direct Peer Group* | | All Other NEOs | Direct Peer Group* NEOs | | * The Compensation Committee excluded BP p.l.c. and ExxonMobil Corporation from the direct industry peer group (further described below) when reviewing total compensation for our CEO and CFO. See “Setting Executive Compensation — Obtaining Market Data/Benchmarking” for more information. | |

  99. Obtaining Market Data/Benchmarking

    Obtaining Market Data/Benchmarking Due to the limited number of domestic independent downstream companies, and in recognition of MPC’s size, complexity, revenue and market capitalization, the Compensation Committee decided to continue using two peer groups – a direct industry peer group and a broad industry peer group – for benchmarking our NEOs’ compensation for pay decisions made in 2016. The direct industry peer group is composed of: (1) independent downstream companies similar to MPC and integrated oil companies with significant downstream operations; (2) companies with which we compete for talent; and (3) companies we include as peers in our compensation program metrics. This peer group provides industry-specific market compensation and program design data obtained from both proxy statements and compensation surveys. This peer group is comprised of the following nine companies:

  100. Obtaining Market Data/Benchmarking

    | • BP p.l.c. | • HollyFrontier Corporation | • Royal Dutch Shell plc | | • Chevron Corporation | • Koch Industries, Inc. | • Tesoro Corporation | | • ExxonMobil Corporation | • Phillips 66 | • Valero Energy Corporation |

  101. Obtaining Market Data/Benchmarking

    At the time the direct industry peer group was approved by the Compensation Committee, MPC was at approximately the 31st percentile of the group in terms of market capitalization and the 27th percentile in terms of revenue. The Compensation Committee determined that it would not consider BP p.l.c. or ExxonMobil Corporation in the direct industry peer group when reviewing survey data for our CEO or CFO positions. This is due to the concern that the relative sizes of these two companies (including their market capitalizations and revenues), their complexity and their extensive global footprints could result in substantially different scopes for these executive positions. A broad industry peer group was selected to supplement the direct industry peer group. The broad industry peer group was selected because it is comprised of large oil and gas companies, as well as other industrial companies focused on manufacturing, which, like MPC, could be sensitive to fluctuations in the costs of commodities. This peer group is expected to change slightly from year to year based on the companies that choose to participate in Willis Towers Watson’s Compensation Data Bank. Criteria used to screen for these companies included:

  102. Obtaining Market Data/Benchmarking

    | • | revenues generally greater than $10 billion; |

  103. Obtaining Market Data/Benchmarking

    | • | heavy manufacturing operations; |

  104. Obtaining Market Data/Benchmarking

    | • | commodity exposure; |

  105. Obtaining Market Data/Benchmarking

    | • | safety and environmental focus; and |

  106. Obtaining Market Data/Benchmarking

    | • | the availability of publicly reported information. |

  107. Obtaining Market Data/Benchmarking

    The 33 companies that were selected to comprise the broad industry peer group for 2016 are:

  108. Obtaining Market Data/Benchmarking

    | • 3M Company | • Johnson Controls Inc. | | • Alcoa Corporation | • Lockheed Martin Corporation | | • Caterpillar Inc. | • The Mosaic Company | | • Chevron Corporation | • Navistar International Corporation | | • ConocoPhillips | • Northrop Grumman Corporation | | • The Dow Chemical Company | • Occidental Petroleum Corporation | | • E.I. du Pont de Nemours and Company | • Parker Hannifin Corporation | | • Eaton Corporation | • Phillips 66 | | • ExxonMobil Corporation | • Schlumberger Limited | | • Ford Motor Company | • Tesoro Corporation | | • FREEPORT-McMoRan Inc. | • Textron Inc. | | • General Dynamics Corporation | • TRW Automotive Inc. | | • General Electric Company | • United States Steel Corporation | | • Hess Corporation | • United Technologies Corporation | | • Honeywell International Inc. | • Valero Energy Corporation | | • Ingersoll-Rand Public Limited Company | • Whirlpool Corporation | | • International Paper Company | |

  109. Obtaining Market Data/Benchmarking

    | | page 58 / Marathon Petroleum Corporation Proxy Statement |

  110. Obtaining Market Data/Benchmarking

    When the broad industry peer group was approved, MPC was at approximately the 36th percentile of this group in terms of market capitalization and the 83rd percentile in terms of revenue.

  111. How We Use Market Data

    How We Use Market Data The Compensation Committee’s Advisor works with our Human Resources compensation team to identify key job responsibilities for each NEO and then matches the job responsibilities to comparable job descriptions of executives in our peer groups. The Advisor then obtains market data based on these matches, which is used as a starting point for the evaluation of base salary, short-term incentive targets as a percentage of base salary and LTI awards. While the Compensation Committee targets Total Direct Compensation at the median of the market, factors such as those listed below may result in the actual level of compensation being above or below each NEO’s respective market median:

  112. How We Use Market Data

    | • | the size and complexity of each NEO’s role; |

  113. How We Use Market Data

    | • | an incumbent’s experience and demonstrated performance; |

  114. How We Use Market Data

    | • | our current and future succession needs; |

  115. How We Use Market Data

    | • | business results; |

  116. How We Use Market Data

    | • | external competitiveness; and |

  117. How We Use Market Data

    | • | internal equity. |

  118. Annual Cash Bonus Program

    Annual Cash Bonus Program The ACB program is a variable incentive program intended to motivate and reward NEOs and other executive officers for achieving short-term (annual) financial and operational business objectives that drive overall shareholder value while encouraging responsible risk-taking and accountability. The Compensation Committee approves the establishment of a qualified Section 162(m) funding pool for the ACB program in the first quarter of each year to ensure payments from the program qualify as performance-based compensation if certain metric levels are achieved. This maximizes our tax deductibility opportunity with respect to the compensation paid from the ACB program for NEOs and other executive officers whose Section 162(m) compensation may otherwise exceed $1 million. The performance metrics used to determine the 2016 Section 162(m) funding pool were net income and mechanical availability. Net income was chosen as it measures MPC’s profitability. Mechanical availability is an essential element in achieving our financial and operational objectives and a significant indicator of the success of our operations as it measures the availability and reliability of the processing equipment in our refinery and midstream operations. The funding pool for 2016 was established by the Compensation Committee as the greater of 2 percent of net income or $19 million if mechanical availability reached 91 percent. Based on net income attributable to MPC of $1.17 billion, after adjusting for certain items, our pool for 2016 executive bonuses was $23.9 million. The Compensation Committee approved the actual incentive payments for each of our NEOs at levels less than what the pool would have otherwise permitted. As a result, all 2016 ACB payments made in 2017 were fully tax deductible. For the 2016 ACB program, the Compensation Committee elected to add a selling, general and administrative cost metric to increase focus on controllable expenditures. In addition, a new metric intended to maintain focus on the commercial synergies between MPLX and MarkWest was added. With the completion of the rebranding of the acquired Hess retail locations to Speedway branded sites in 2015, this project metric was removed for 2016. These changes continue to support the Compensation Committee’s commitment to an annual incentive program in which a majority (70 percent) is funded by pre-established financial and operational (including environmental and safety) performance measures. The remaining 30 percent under the ACB program is driven by a number of discretionary factors, including adjustments due to the volatility in petroleum-related commodity prices throughout the year, which makes it difficult to establish reliable, pre-determined goals. Regardless of the funding generated by the ACB program, the Compensation Committee has discretion to generally award each of our NEOs and other executive officers up to the limits of any applicable Section 162(m) funding pool, or make no award at all.

  119. Annual Cash Bonus Program

    | | page 60 / Marathon Petroleum Corporation Proxy Statement |

  120. Annual Cash Bonus Program

    The financial and operational performance metrics used for the 2016 ACB program were:

  121. Annual Cash Bonus Program

    | Performance Metric | Description | Type of Measure | | Operating Income Per Barrel(a) | Measures domestic operating income per barrel of crude oil throughput, adjusted for unusual business items and accounting changes. This metric compares a group of nine integrated or downstream companies, including MPC. | Financial (relative) | | EBITDA(b) | As derived from the consolidated financial statements and as disclosed to investors as part of the quarterly earnings materials. | Financial (absolute) | | Mechanical Availability(c) | Measures the mechanical availability and reliability of the processing equipment in our refining, pipeline, terminal and marine operations. | Operational (absolute) | | Selling, General and Administrative Costs (SG&A)(d) | Actual selling, general and administrative expenses adjusted for certain items. | Financial (absolute) | | MPLX/MarkWest Commercial Synergies | Measures revenue enhancements or cost savings at either MPLX or MPC resulting from the combination for which committed actions were taken in 2016. | Financial (absolute) | | Responsible Care(e) | The metrics below measure our success in meeting our goals for the health and safety of our employees, contractors and neighboring communities, while continuously improving on our environmental stewardship commitment by minimizing our environmental impact. | | | Marathon Safety Performance Index(f) | Measurement of MPC’s success and commitment to employee safety. Goals are set annually at best-in-class industry performance, focusing on continual improvement. This includes common industry metrics such as Occupational Safety and Health Administration (or OSHA) Recordable Incident Rates and Days Away Rates. | Operational (absolute) | | Process Safety Events Score | Measures the success of MPC’s ability to identify, understand and control process hazards, which can be defined as unplanned or uncontrolled releases of highly hazardous chemicals or materials that have the potential to cause catastrophic fires, explosions, injury, plant damage and high-potential near misses or toxic exposures. | Operational (absolute) | | Designated Environmental Incidents | Measures environmental performance and consists of tracking certain: a) releases of hazardous substances into air, water or land; b) permit exceedences; and c) government agency enforcement actions. | Operational (absolute) | | Quality | Measures the impact of product quality incidents and cumulative costs to MPC (no Category 4 Incident, and costs of Category 3 Incidents).(g) | Operational (absolute) |

  122. Annual Cash Bonus Program

    | This is a per barrel measure of throughput—U.S. downstream segment income adjusted for certain items. It includes a total of nine comparator companies (including MPC). Comparator company income is adjusted for special items or other like items as adjusted by MPC. The comparator companies for 2016 were: BP p.l.c.; Chevron Corporation; ExxonMobil Corporation; HollyFrontier Corporation; PBF Energy; Phillips 66; Tesoro Corporation; and Valero Energy Corporation. This is a non-GAAP performance metric which is calculated as income before taxes, as presented in our audited consolidated financial statements, as adjusted, divided by the total number of barrels of crude oil throughput at the peer’s respective U.S. refinery operations. To ensure consistency of this metric when comparing results to the comparator group, adjustments to our and peer company segment income before taxes are sometimes necessary to remove certain items, such as the gain/loss on asset sales and certain asset and goodwill impairment expenses.(a) |

  123. Annual Cash Bonus Program

    | This is a non-GAAP performance metric. It is calculated as earnings before interest and financing costs, interest income, income taxes, depreciation and amortization expense adjusted to exclude the effects of impairment expense, pension settlement expense and inventory market valuation adjustments.(b) |

  124. Annual Cash Bonus Program

    | Mechanical availability represents the percentage of capacity available for critical downstream equipment to perform its primary function for the full year.(c) |

  125. Annual Cash Bonus Program

    | This represents SG&A expenses per our consolidated financial statements adjusted to exclude costs related to employee bonus program accruals, pension settlement expense, insurance expense and certain other expenses.(d) |

  126. Annual Cash Bonus Program

    | These metrics exclude MarkWest.(e) |

  127. Annual Cash Bonus Program

    | This metric excludes Speedway and measures the personal safety performance level of MPC employees and contractors based on lost time, the number of OSHA recordable injuries or fatalities, and restricted duty incidents. In the event of a fatality, payout is determined by the Compensation Committee.(f) |

  128. Annual Cash Bonus Program

    | A Category 4 Incident is one that involves a fatality. Category 3 Incidents include those in which: we incur out-of-pocket costs for incident response and recovery activities, mitigation of customer claims or regulatory penalties in excess of $50,000; a media advisory is issued; or the extenuating circumstances are deemed to be of such severity by our Quality Committee that a recommendation for this category is made to the MPC Quality Steering Committee and is subsequently approved.(g) |

  129. Annual Cash Bonus Program

    The threshold, target and maximum levels of performance for each performance metric were established for 2016 by evaluating factors such as performance achieved in the prior year(s), anticipated challenges for 2016, our business plan and our overall strategy. At the time the performance levels were set for 2016, the threshold levels were viewed as likely achievable, the target levels were viewed as challenging but achievable and the maximum levels were viewed as extremely difficult to achieve.

  130. Annual Cash Bonus Program

    | Marathon Petroleum Corporation Proxy Statement / page 61 | |

  131. Annual Cash Bonus Program

    The table below provides both the goals for each metric and our performance achieved in 2016:

  132. Annual Cash Bonus Program

    | Performance Metric | Threshold Level | Target Level | Maximum Level | Performance Achieved | Target Weighting | Performance Achieved | | Operating Income Per Barrel | 5(th) or 6(th) Position | 3(rd) or 4(th) Position | 1(st) or 2(nd) Position | 3rd Position (100% of target) | 20.0% | 20.0% | | EBITDA(1) | $3,650 | $4,750 | $6,670 | $4,501 (89% of target) | 10.0% | 8.9% | | Mechanical Availability | 92.4% | 93.4% | 94.4% | 94.9% (200% of target) | 10.0% | 20.0% | | Selling, General and Administrative Costs(1) | $1,339 | $1,309 | $1,279 | $1,243 (200% of target) | 5.0% | 10.0% | | MPLX/MarkWest Commercial Synergies | $25,000,000 | $35,000,000 | $50,000,000 | $75,500,000 (200% of target) | 5.0% | 10.0% | | Responsible Care | | | | | | | | Marathon Safety Performance Index | 0.90 | 0.60 | 0.40 | 0.95 (0% of target) | 5.0% | 0.0% | | Process Safety Events Score | 120 | 80 | 60 | 56 (200% of target) | 5.0% | 10.0% | | Designated Environmental Incidents | 72 | 51 | 30 | 30 (200% of target) | 5.0% | 10.0% | | Quality | $500,000 | $250,000 | $125,000 | $135,000 (192% of target) | 5.0% | 9.60% | | | | | | Total | 70.0% | 98.50% |

  133. Annual Cash Bonus Program

    | Represented in millions.(1) |

  134. Organizational and Individual Performance Achievements for the 2016 ACB Program

    | • | TSR for 2016 of -1.8% compared to the median TSR of -1.5% for our performance unit peer group; |

  135. Organizational and Individual Performance Achievements for the 2016 ACB Program

    The Compensation Committee evaluates the performance of our CEO with input from our full Board and makes final annual bonus decisions for our NEOs and other executive officers. Bonus opportunities for our NEOs under the ACB program are communicated as a target percentage of annualized base salary at year-end. Each of our NEOs and other executive officers can generally earn a maximum of 200 percent of the target award, although the Compensation Committee has discretion to award each of our NEOs and other officers up to the limits of any applicable Section 162(m) funding pool, or make no award at all, depending on MPC’s overall performance and the subjective evaluation of each NEO’s and other officer’s organizational and individual performance. The Compensation Committee reviews market data provided by its Advisor annually with respect to competitive pay levels and sets specific bonus target opportunities for each of our NEOs.

  136. Bonus Target Adjustments

    Bonus Target Adjustments In February 2016 the Compensation Committee approved one change to bonus targets for our NEOs. Mr. Templin’s bonus target was adjusted to 100% of his base salary from 90%, in light of the significant increase in his responsibilities as President of MPLX. We do not guarantee minimum bonus payments to our NEOs.

  137. 2017 Bonus Payments (for 2016 Performance)

    2017 Bonus Payments (for 2016 Performance) In February 2017, the Compensation Committee certified the results of our performance metrics for the 2016 ACB program and applied the following formula based on performance of established metrics, organizational and individual performance to determine our NEOs’ final award for 2016 performance:

  138. 2017 Bonus Payments (for 2016 Performance)

    | Name | Annualized Base Salary (as of 12/31/16) ($) | Bonus Target as a % of Base Salary (%) | Target Bonus ($) | Final Award as a % of Target (%) | Final Award ($)(1) | | G. R. Heminger | 1,600,000 | 150 | 2,400,000 | 175.0 | 4,200,000 | | T. T. Griffith | 625,000 | 80 | 500,000 | 150.0 | 750,000 | | D. C. Templin | 800,000 | 100 | 800,000 | 162.5 | 1,300,000 | | A. R. Kenney | 700,000 | 85 | 595,000 | 180.6 | 1,075,000 | | C. M. Palmer | 650,000 | 75 | 487,500 | 148.7 | 725,000 |

  139. 2017 Bonus Payments (for 2016 Performance)

    | The final award is rounded to the nearest $5,000.(1) |

  140. MPC Long-Term Incentive Compensation Program

    MPC Long-Term Incentive Compensation Program Annual MPC LTI awards are granted in the form of performance units (40 percent), stock options (40 percent) and restricted stock (20 percent). The primary purpose of our equity grants is to motivate our NEOs to achieve our long-term business objectives over multiple years and align the NEOs’ interests with those of our shareholders. The award vehicles differ as illustrated below:

  141. MPC Long-Term Incentive Compensation Program

    | LTI Award Vehicle | Form of Settlement | Compensation Realized | | MPC Performance Units | 25% in MPC common stock; and 75% in cash | $0.00 to $2.00 per unit based on our relative TSR ranking among a group of peer companies | | MPC Stock Options | Stock | Stock price appreciation from grant date to exercise date | | MPC Restricted Stock | Stock | Full value of stock upon vesting |

  142. MPC Long-Term Incentive Compensation Program

    | Marathon Petroleum Corporation Proxy Statement / page 63 | |

  143. MPC Long-Term Incentive Compensation Program

    Due to the nature of LTI awards, the actual long-term compensation value realized by each of our NEOs will depend on the price of our underlying stock at the time of settlement. We based the 2016 LTI awards on an intended dollar value rather than a specific number of performance units, stock options or shares of restricted stock. MPC granted the 2016 LTI awards to our NEOs on March 1, 2016. The exercise price for stock options is equal to the closing price of a share of MPC common stock on the grant date, or the first trading day thereafter if the grant date is not a trading day. We discuss each of our LTI award vehicles in more detail below.

  144. MPC Performance Units

    MPC Performance Units The Compensation Committee believes a performance unit program serves as a complement to stock options and restricted stock. Our program benchmarks MPC’s TSR relative to a peer group of oil industry competitors and a market index. This relative evaluation allows for the cyclicality of our business and commodity prices (crude oil) to be recognized and prevents volatility from directly advantaging or disadvantaging the payout of the award beyond that of our peers. The Compensation Committee continues to believe that TSR relative to a peer group is the single best metric for our performance unit program as it is commonly used by shareholders to measure a company’s performance relative to others within the same industry. It also aligns the compensation of our NEOs with the value delivered to our shareholders. The design of our performance unit program ensures we pay above target compensation only when our TSR is above the median of the peer group. Under our program, TSR for MPC and each of the peer group companies is measured over a 36-month performance cycle. Each performance cycle has four measurement periods: (1) the first 12 months, (2) the second 12 months, (3) the third 12 months, and (4) the entire 36-month period. MPC’s TSR performance percentile within the peer group is measured for each measurement period, with the related payout percentage determined using the following table. However, if MPC’s TSR is negative for a measurement period, the payout percentage for that measurement period is capped at target (100 percent) regardless of actual relative TSR performance percentile.

  145. MPC Performance Units

    | TSR Percentile | Payout (% of Target)* | | 100(th) (Highest) | 200% | | 50(th) | 100% | | 25(th) | 50% | | Below 25(th) | 0% |

  146. MPC Performance Units

    | Payout for TSR between quartiles will be determined using linear interpolation.* |

  147. MPC Performance Units

    Each performance unit is dollar denominated with a target value of $1.00. The actual payout will vary from $0.00 to $2.00 (0 percent to 200 percent of target). The final value of the award will be determined by multiplying the simple average of the payout percentages for the four measurement periods by the number of performance units granted. These awards will then settle 25 percent in MPC full-value common stock and 75 percent in cash. TSR is determined by taking the sum of a company’s stock price appreciation or reduction, plus its cumulative cash dividends, for each measurement period and dividing that total by the company’s beginning stock price for that period, as illustrated below: (Ending Stock Price – Beginning Stock Price) + Cumulative Cash Dividends Beginning Stock Price The beginning and ending stock prices used for MPC and each peer group member in the TSR calculation will be the average of their respective closing stock prices for the 20 trading days immediately preceding the beginning and ending date of the applicable measurement period. The Compensation Committee believes that providing four measurement periods over a 36-month cycle is appropriate and serves the best interest of our shareholders. By having four equally weighted measurement periods, attaining maximum payout is more difficult as maximum payout levels can only be achieved by outperforming the TSR peer group for all four measurement periods. Our design also mitigates significant market fluctuations in stock price at the beginning or end of a performance cycle and does not encourage high-risk decisions near the end of a performance cycle by limiting their impact on the overall payout of the award. In addition, the Compensation Committee also believes that having the maximum payout capped at $2.00 per unit helps mitigate excessive or inappropriate risk-taking. Performance units granted in 2014 had a performance cycle of January 1, 2014, through December 31, 2016. Additional information about these grants, including the peer group used, can be found in the “Long-Term Incentive Compensation Program” section of our 2015 Proxy Statement.

  148. MPC Performance Units

    | | page 64 / Marathon Petroleum Corporation Proxy Statement |

  149. MPC Performance Units

    In January 2017, the Compensation Committee certified the final TSR for the four measurement periods for the 2014 performance unit grants, which are as follows:

  150. MPC Performance Units

    | Measurement Period | Actual TSR (%) | Position | Percentile Ranking (%) | Payout (% of target) | | January 1, 2014 - December 31, 2014 | 3.2 | 3(rd) | 71.43 | 142.86 | | January 1, 2015 - December 31, 2015 | 20.2 | 4(th) | 57.14 | 114.28 | | January 1, 2016 - December 31, 2016 | -1.8 | 5(th) | 42.85 | 85.70 | | January 1, 2014 - December 31, 2016 | 21.5 | 4(th) | 57.14 | 114.28 | | | | | Average: | 114.28 |

  151. MPC Performance Units

    The resulting average of 114.28 percent of target provided for a payment equal to $1.1428 per performance unit granted. As a result, the Compensation Committee approved the following payments to our NEOs:

  152. MPC Performance Units

    | Name | Target Number of Performance Units | Compensation Committee Approved Payout ($) | | G. R. Heminger | 3,200,000 | 3,656,960 | | T. T. Griffith | 204,000 | 233,132 | | D. C. Templin | 704,000 | 804,532 | | A. R. Kenney | 540,000 | 617,112 | | C. M. Palmer | 510,000 | 582,828 |

  153. MPC Performance Units

    The results of the 2014 performance unit grant were certified by the Compensation Committee and settled 25 percent in full-value MPC shares and 75 percent in cash.

  154. MPC Performance Units Granted in 2015

    MPC Performance Units Granted in 2015 Performance units granted in 2015 have a performance cycle of January 1, 2015, through December 31, 2017. They remain outstanding and are included in the “Outstanding Equity Awards at 2016 Fiscal Year-End” table. Additional information about these grants, including the peer group used, can be found in the “Long-Term Incentive Compensation Program” section of our 2016 Proxy Statement.

  155. MPC Performance Units Granted in 2016

    MPC Performance Units Granted in 2016 After an annual review of market practices, the Compensation Committee again made the decision to award performance unit grants in February 2016. The Compensation Committee approved the following peer group for performance unit awards granted in 2016:

  156. MPC Performance Units Granted in 2016

    | • Chevron Corporation | • Phillips 66 | • S&P 500 Energy Index | | • HollyFrontier Corporation | • Tesoro Corporation | | | • PBF Energy | • Valero Energy Corporation | |

  157. MPC Performance Units Granted in 2016

    The number of performance units granted to each of our NEOs can be found in the “Grants of Plan-Based Awards” table in this Proxy Statement.

  158. MPC Stock Options

    MPC Stock Options Stock options provide a direct but variable link between our NEOs’ and other executive officers’ long-term compensation and the long-term value shareholders receive by investing in MPC. The Compensation Committee believes our stock options are inherently performance based as option holders only realize benefits if the value of our stock increases for all shareholders after the grant date. The exercise price of our stock options is generally equal to the per-share closing price of MPC common stock on the grant date. Stock options vest in equal installments on the first, second and third anniversary of the date of grant and have a maximum 10-year term during which an NEO may exercise the options. Option holders do not have voting, dividend or dividend equivalent rights on the underlying stock.

  159. MPC Stock Options

    | Marathon Petroleum Corporation Proxy Statement / page 65 | |

  160. MPC Stock Options

    The number of options granted to each of our NEOs can be found in the “Grants of Plan-Based Awards” table in this Proxy Statement.

  161. MPC Restricted Stock

    MPC Restricted Stock Grants of restricted stock provide diversification in the mix of LTI awards, result in ownership of actual shares of stock and promote NEO retention. Restricted stock grants are also intended to help our NEOs increase their holdings in MPC common stock to comply with established stock ownership guidelines. The value of restricted stock awards is also variable, and the awards vest in equal installments on the first, second and third anniversary of the date of grant. Prior to vesting, recipients have voting rights but dividends declared during the restricted period are accrued and paid in cash upon vesting. Upon vesting, a one-year holding period requirement is in effect for all full-value shares received under our incentive compensation plan. This holding period prevents our NEOs and other executive officers from selling any stock or performance units settled in shares for 12 months from the time the awards are vested or earned. This requirement applies to shares net of taxes at the time of vesting or distribution. The number of restricted shares granted to each of our NEOs can be found in the “Grants of Plan-Based Awards” table in this Proxy Statement.

  162. MPLX Long-Term Incentive Compensation Program

    MPLX Long-Term Incentive Compensation Program Our NEOs are awarded MPLX performance units and/or phantom units by the Board of Directors of MPLX GP LLC (or MPLX Board) for direct and/or indirect services provided to MPLX, which are expected to create long-term value to MPC. If any of our NEOs were also an MPLX named executive officer for 2016, such NEOs’ MPLX equity awards are also reported and discussed in the MPLX Annual Report on Form 10-K for the year ended December 31, 2016. The amounts reported by MPLX in its Annual Report on Form 10-K are not incremental to the amounts reported in this Proxy Statement. In January 2016, the MPLX Board met and approved an LTI design whereby the MPLX LTI awards granted are in the form of performance units (50 percent) and phantom units (50 percent). Both forms of LTI generally reward performance over a multi-year period to the extent service and/or partnership performance conditions are achieved. The primary purpose of MPLX LTI granted to our NEOs is to advance MPLX’s long-term business objectives and strengthen the alignment between the interests of our NEOs and MPLX unitholders. The forms of LTI awards differ as illustrated below:

  163. MPLX Long-Term Incentive Compensation Program

    | Form of LTI Award | Form of Settlement | Compensation Realized | | MPLX Performance Units | 25% in MPLX common units and 75% in cash | $0.00 to $2.00 per unit based on MPLX’s relative Total Unitholder Return (or TUR) ranking among a group of peers | | MPLX Phantom Units | MPLX common units | Full value of common units upon vesting |

  164. MPLX Performance Units

    MPLX Performance Units The MPLX Board believes that performance unit awards complement its phantom unit awards. The performance unit program benchmarks MPLX’s TUR against a peer group of midstream competitors. The MPLX Board continues to believe TUR relative to a peer group is the single best metric for its performance program as it is commonly used by unitholders to measure a partnership’s performance against others within the same industry. It also aligns the awardee’s interests with those of MPLX unitholders. The MPLX performance unit program is designed to pay above target compensation only when TUR is above the median of the peer group.

  165. MPLX Performance Units

    | | page 66 / Marathon Petroleum Corporation Proxy Statement |

  166. MPLX Performance Units

    Under the MPLX program, the TUR and that of each of the peer group members is measured over a 36-month performance cycle. Each performance cycle has four equally weighted measurement periods: (1) the first 12 months, (2) the second 12 months, (3) the third 12 months, and (4) the entire 36-month period. MPLX’s TUR performance percentile within the peer group is measured for each measurement period with the related payout percentage determined using the following table. However, if MPLX’s TUR is negative for a measurement period, the payout percentage for that measurement period is capped at target (100 percent) regardless of actual relative TUR performance percentile.

  167. MPLX Performance Units

    | TUR Percentile | Payout (% of Target)* | | 100(th) (Highest) | 200% | | 50(th) | 100% | | 25(th) | 50% | | Below 25(th) | 0% |

  168. MPLX Performance Units

    | Payout for TUR between quartiles will be determined using linear interpolation.* |

  169. MPLX Performance Units

    Each performance unit is dollar denominated with a target value of $1.00. The actual payout will vary from $0.00 to $2.00 (0 percent to 200 percent of target). The final value of the award will be determined by multiplying the simple average of the payout percentages for the four measurement periods by the number of performance units granted. These awards will then settle 25 percent in MPLX full-value common units and 75 percent in cash. TUR is determined by taking the sum of a partnership’s unit price appreciation or reduction, plus its cumulative cash distributions, for each measurement period and dividing that total by the partnership’s beginning unit price for that period, as illustrated below. (Ending Unit Price – Beginning Unit Price) + Cumulative Cash Distributions Beginning Unit Price The beginning and ending unit prices used for MPLX and each peer group member in the TUR calculation will be the average of their respective closing unit prices for the 20 trading days immediately preceding the beginning and ending date of the applicable measurement period. The MPLX Board also believes that providing four measurement periods over a 36-month performance cycle is appropriate and serves the best interests of its unitholders. By having four equally weighted measurement periods, attaining maximum payout is more difficult as maximum payout levels can only be achieved by outperforming the TUR peer group for all four measurement periods. The program design also mitigates significant market fluctuations in unit price at the beginning or end of a performance cycle and does not encourage high-risk decisions near the end of a performance cycle by limiting their effect on the overall payout of the award. In addition, the MPLX Board believes that having the maximum payout capped at $2.00 per unit helps mitigate excessive or inappropriate risk-taking.

  170. MPLX Performance Units Granted in 2014

    MPLX Performance Units Granted in 2014 Performance units granted by MPLX in 2014 had a performance cycle of January 1, 2014, through December 31, 2016. Additional information about these grants, including the peer group used, can be found in the “Long-Term Incentive Compensation Program” section of the MPLX Annual Report on Form 10-K for the year ended December 31, 2014. In January 2017, the independent directors of the MPLX Board reviewed and approved the final TUR for the four measurement periods of the 2014 performance unit grants, which are as follows:

  171. MPLX Performance Units Granted in 2014

    | Measurement Period | Actual TUR (%) | Position | Percentile Ranking (%) | Payout (% of target) | | January 1, 2014 - December 31, 2014 | 68.4 | 2(nd) | 90.91 | 181.82 | | January 1, 2015 - December 31, 2015 | -45.3 | 10(th) | 10.00 | 0.00 | | January 1, 2016 - December 31, 2016 | 3.2 | 9(th) | 20.00 | 0.00 | | January 1, 2014 - December 31, 2016 | -3.7 | 9(th) | 20.00 | 0.00 | | | | | Average: | 45.46 |

  172. MPLX Performance Units Granted in 2014

    | Marathon Petroleum Corporation Proxy Statement / page 67 | |

  173. MPLX Performance Units Granted in 2014

    The resulting average of 45.46 percent of target provided for a payment equal to $0.4546 per performance unit granted. The independent directors of the MPLX Board approved these results and approved the following payments to our NEOs:

  174. MPLX Performance Units Granted in 2014

    | Name | Target Number of Performance Units | MPLX Board Approved Payout ($) | | G. R. Heminger | 1,000,000 | 454,600 | | T. T. Griffith | 45,000 | 20,457 | | D. C. Templin | 220,000 | 100,012 | | A. R. Kenney | 75,000 | 34,095 | | C. M. Palmer | 112,500 | 51,143 |

  175. MPLX Performance Units Granted in 2014

    The 2014 performance unit grants were settled 25 percent in full-value MPLX common units and 75 percent in cash.

  176. MPLX Performance Units Granted in 2015

    MPLX Performance Units Granted in 2015 Performance units granted by MPLX in 2015 have a performance cycle of January 1, 2015, through December 31, 2017. Additional information about these grants, including the peer group used, can be found in the “Long-Term Incentive Compensation Program” section of the MPLX Annual Report on Form 10-K for the year ended December 31, 2015.

  177. MPLX Performance Units Granted in 2016

    MPLX Performance Units Granted in 2016 The MPLX Board approved the following peer group for MPLX performance unit awards granted in 2016:

  178. MPLX Performance Units Granted in 2016

    | • Buckeye Partners, L.P. | • ONEOK Partners, L.P. | • Valero Energy Partners LP | | • Enbridge Energy Partners, L.P. | • Phillips 66 Partners LP | • Western Gas Partners, LP | | • Energy Transfer Partners, L.P. | • Plains All American Pipeline, L.P. | • Williams Partners L.P. | | • Enterprise Products Partners L.P. | • Sunoco Logistics Partners L.P. | | | • Magellan Midstream Partners, L.P. | • Tesoro Logistics LP | |

  179. MPLX Performance Units Granted in 2016

    This peer group was changed for 2016. Enbridge Energy Partners, L.P., Energy Transfer Partners, L.P., Enterprise Products Partners, L.P., ONEOK Partners, L.P., and Williams Partners L.P. were added to the peer group while Holly Energy Partners, L.P., Nustar Energy L.P. and Shell Midstream Partners L.P. were removed. These changes recognize the increased size and operational structure of MPLX after its merger with MarkWest. The number of performance units granted by MPLX in 2016 to each of our NEOs can be found in the “Grants of Plan-Based Awards” table in this Proxy Statement. Additional information about these grants can be found in the “Long-Term Incentive Compensation Program” section of the MPLX Annual Report on Form 10-K for the year ended December 31, 2016.

  180. MPLX Phantom Units

    MPLX Phantom Units Grants of phantom units provide diversification of the mix of LTI awards granted by MPLX, promote ownership of actual MPLX common units and promote retention. Further, phantom unit grants also help NEOs increase their holdings in MPLX common units. The value of phantom unit awards is variable, based on the value of an underlying MPLX common unit, and the awards vest in equal installments on the first, second and third anniversary of the date of grant and are settled in MPLX common units upon vesting. Prior to vesting, recipients have no right to vote the units, and cash distributions are accrued and paid in cash upon vesting. Upon vesting, a one-year holding period requirement is in effect for all full-value units received. This holding period prevents NEOs from selling any units for 12 months from the time they are vested or earned. This requirement applies to units net of taxes at the time of vesting or distribution. The number of phantom units granted to each of our NEOs can be found in the “Grants of Plan-Based Awards” table in this Proxy Statement.

  181. CEO’s Compensation Compared to our Other NEOs and his Direct Industry Peers

    Recognizing the significant shareholder value created under Mr. Heminger’s leadership as CEO of MPC and his over 15 years of service as our principal downstream executive, which we believe makes him the longest serving such leader of any company in our direct peer group, the Compensation Committee believes it is appropriate for his total compensation to be above the current median of similarly situated executives of our peer groups. Please review the “Pay for Performance” section of this Proxy Statement for more information about shareholder returns during Mr. Heminger’s tenure as CEO of MPC.

  182. Pay for Performance

    Pay for Performance The Compensation Committee believes our executive compensation programs create a strong link between the compensation provided to our NEOs and MPC’s performance relative to its peers. As shown in Figure 1, our one-year TSR of -1.8 percent was consistent with the performance unit peer group median TSR of -1.5 percent. Our three-year TSR was 21.5 percent, which is above the median TSR of the performance unit peer group of 13.6 percent, as shown below in Figure 2. Lastly, our five-year TSR was 224.6 percent, which is above the median TSR of the performance unit peer group of 167.0 percent, as shown below in Figure 3. Since we were established as an independent company on June 30, 2011, our TSR has been significant at 167.5 percent. We have also outpaced the S&P 500 Energy Index, as well as the average of our performance unit peer group. TSR percentages depicted in the figures below were calculated using the same methodology used for our performance unit grants. For more information, see the “MPC Performance Units” section of this Proxy Statement.

  183. Figure 4

    | | Restricted Stock | | Stock Options | | Total* | | | Year Granted | Grant Date Fair Value ($) | Value as of 12/31/2016 ($) | Grant Date Fair Value ($) | Value as of 12/31/2016 ($) | Grant Date Fair Value ($) | Value as of 12/31/2016 ($) | | 2014 | 1,600,037 | 1,932,634 | 3,200,023 | 2,229,851 | 4,800,060 | 4,162,485 | | 2015 | 1,760,082 | 1,741,405 | 3,520,017 | — | 5,280,099 | 1,741,405 | | 2016 | 1,760,000 | 2,558,938 | 3,520,008 | 5,550,103 | 5,280,008 | 8,109,041 | | Total | 5,120,119 | 6,232,977 | 10,240,048 | 7,779,954 | 15,360,167 | 14,012,931 |

  184. Recoupment/Clawback Policy

    Recoupment/Clawback Policy Our NEOs are subject to recoupment provisions under the ACB and LTI programs in the case of certain forfeiture events. If we are required, as a result of a determination made by the SEC or our Audit Committee, to prepare a material accounting restatement due to noncompliance with any financial reporting requirement under applicable securities laws as a result of misconduct, our Compensation Committee may decide that a forfeiture event has occurred based on an assessment of whether an NEO or any other executive officer: (1) knowingly engaged in misconduct; (2) was grossly negligent with respect to misconduct; (3) knowingly failed or was grossly negligent in failing to prevent misconduct; or (4) engaged in fraud, embezzlement or other similar misconduct materially harmful to us. If it is determined that a forfeiture event has occurred, the Compensation Committee would have the right to request and receive reimbursement of any portion of an NEO’s or any other executive officer’s bonus from the ACB program that would not have been earned had the forfeiture event not taken place. In addition, grants of unexercised stock options and unvested restricted stock to such NEO or other executive officer would be subject to immediate forfeiture, as would outstanding performance units. If a forfeiture event occurred either while the NEO or other executive officer was employed, or within three years after termination of employment, and a payment had previously been made to the NEO or other executive officer in settlement of performance units, the Compensation Committee would have the right to recoup an amount in cash up to (but not in excess of) the amount paid in settlement of the performance units. These recoupment provisions are in addition to the requirements under Section 304 of the Sarbanes-Oxley Act of 2002, which provide that the CEO and CFO shall reimburse the employer for any bonus or other incentive-based or equity-based compensation, as well as any related profits received in the 12-month period prior to the filing of an accounting restatement due to noncompliance with financial reporting requirements as a result of misconduct. Additionally, all equity grants made since 2012 include provisions making them subject to any clawback provisions required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and to any other “clawback” provisions as required by law or by the applicable listing standards of the exchange on which the Company’s common stock is listed for trading.

  185. Severance Benefits

    Severance Benefits We do not maintain individual severance or change-in-control agreements with our NEOs. However, we maintain the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan (or the Executive Change in Control Severance Benefits Plan) to accomplish several specific objectives, including:

  186. Severance Benefits

    | • | Providing and preserving an economic motivation for participating executives to consider a business combination that might result in an executive’s job loss, and |

  187. Severance Benefits

    | • | Competing effectively in attracting and retaining executives in an industry that features frequent mergers, acquisitions and divestitures. |

  188. Severance Benefits

    For more information about our Executive Change in Control Severance Benefits Plan, please see the “Potential Payments upon Termination or Change in Control” section of this Proxy Statement.

  189. Tax Policy

    | ◾ | key functions are involved in establishing, reviewing and administering MPC’s incentive plans to ensure accuracy and transparency; |

  190. Tax Policy

    | ◾ | incentive awards are generally capped at a maximum payout of 200 percent of target; |

  191. Tax Policy

    | ◾ | metrics used within incentive plans align with shareholder value creation; |

  192. Tax Policy

    | ◾ | LTI awards vest over multi-year periods; |

  193. Tax Policy

    | ◾ | a 36-month performance unit grant with multiple measurement periods discourages high-risk decisions near the end of a performance cycle that could significantly affect final payout; |

  194. Tax Policy

    | ◾ | MPC maintains an insider trading policy and an anti-hedging policy; |

  195. Tax Policy

    | ◾ | MPC has a recoupment policy that addresses the restatement of results; and |

  196. Tax Policy

    | ◾ | the full Board plays an active role in leadership succession planning. |

  197. Tax Policy

    MPC management also presented a review of our non-executive compensation programs to the Compensation Committee. The Compensation Committee concluded that any risks arising from the compensation policies and practices for our employees were not reasonably likely to have a material adverse effect on MPC. Executive Succession Planning One of the Board’s key functions is to provide for executive succession planning to avoid adverse effects caused by vacancies in key leadership positions. We recognize that thoughtful succession planning is critical to creating long-term shareholder value. Although executive officers may choose to retire earlier, our policy of mandatory retirement coincident with, or immediately following, the first of the month after an officer reaches age 65 provides a known maximum time period for a qualified successor to prepare to assume the vacated position. The Compensation Committee meets at least annually to discuss succession of our leadership, including our NEOs. During these meetings the Compensation Committee:

  198. Tax Policy

    | • | identifies key roles (based on business impact and retention risk); |

  199. Tax Policy

    | • | assesses likely and possible successors for these roles, including their ability to reinforce our |

  200. Tax Policy

    | performance culture and promote our values including: |

  201. Tax Policy

    | • | Health and Safety; |

  202. Tax Policy

    | • | Environmental Stewardship; |

  203. Tax Policy

    | • | Integrity; |

  204. Tax Policy

    | • | Corporate Citizenship; and |

  205. Tax Policy

    | • | Inclusive Culture; |

  206. Tax Policy

    | • | and evaluates the readiness of succession candidates, including training and development needs. |

  207. Tax Policy

    The Compensation Committee believes its succession process is an important tool that helps manage the lead time necessary to train, develop or recruit executives capable of filling key roles, including NEOs, within MPC when the need arises.

  208. Tax Policy

    | Marathon Petroleum Corporation Proxy Statement / page 73 | |

  209. Tax Policy

    Executive Compensation 2016 Summary Compensation Table The following table summarizes the total compensation awarded to, earned by or paid to Mr. Heminger, our Chairman, President and Chief Executive Officer, Mr. Griffith, our Senior Vice President and Chief Financial Officer, and the other three most highly compensated executive officers of MPC serving as of December 31, 2016.

  210. Tax Policy

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2)(3) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Gary R. Heminger | 2016 | 1,600,000 | 5,575,165 | 3,520,008 | 4,200,000 | 1,097,813 | 562,822 | 16,555,808 | | Chairman, President and | 2015 | 1,587,500 | 7,355,473 | 3,520,017 | 4,400,000 | 1,233,077 | 488,270 | 18,584,337 | | Chief Executive Officer | 2014 | 1,537,500 | 6,480,084 | 3,200,023 | 4,000,000 | 2,922,115 | 421,580 | 18,561,302 | | Timothy T. Griffith | 2016 | 600,000 | 1,013,690 | 640,004 | 750,000 | 113,173 | 91,094 | 3,207,961 | | Senior Vice President and | 2015 | 507,500 | 1,203,705 | 576,018 | 650,000 | 72,017 | 69,635 | 3,078,875 | | Chief Financial Officer | | | | | | | | | | Donald C. Templin | 2016 | 800,000 | 1,869,697 | 600,005 | 1,300,000 | 241,506 | 148,860 | 4,960,068 | | Executive Vice President | 2015 | 741,667 | 1,671,803 | 800,010 | 1,200,000 | 186,756 | 133,263 | 4,733,499 | | and President, MPLX | 2014 | 687,500 | 1,425,684 | 704,020 | 1,100,000 | 182,067 | 126,421 | 4,225,692 | | Anthony R. Kenney | 2016 | 687,500 | 982,903 | 756,005 | 1,075,000 | 403,941 | 136,970 | 4,042,319 | | President, | 2015 | 631,250 | 1,250,230 | 720,009 | 1,000,000 | 320,252 | 147,673 | 4,069,414 | | Speedway LLC | 2014 | 568,750 | 891,046 | 540,002 | 900,000 | 1,041,282 | 207,548 | 4,148,628 | | C. Michael Palmer | 2016 | 637,500 | 828,663 | 578,001 | 725,000 | 195,709 | 110,767 | 3,075,640 | | Senior Vice President, | 2015 | 587,500 | 1,099,727 | 578,016 | 750,000 | 392,638 | 103,869 | 3,511,750 | | Supply, Distribution and Planning | 2014 | 537,500 | 688,529 | 510,009 | 725,000 | 793,637 | 96,493 | 3,351,168 |

  211. Pension Benefits

    Pension Benefits We provide tax-qualified retirement benefits to our employees, including our NEOs, under the Marathon Petroleum Retirement Plan. While most employees of Speedway generally do not participate in the Marathon Petroleum Retirement Plan, most receive tax-qualified retirement benefits under the Speedway Retirement Plan. In addition, we sponsor the Marathon Petroleum Excess Benefit Plan and the Speedway Excess Benefit Plan (or Excess Plans) for the benefit of a select group of management and other employees who are “highly compensated” as defined by Section 414(q) of the Internal Revenue Code (annual compensation of $120,000 or more in 2016).

  212. Pension Benefits

    | | page 82 / Marathon Petroleum Corporation Proxy Statement |

  213. Pension Benefits

    2016 Pension Benefits Table The 2016 Pension Benefits Table below reflects the actuarial present value of accumulated benefits payable to each of our NEOs under the Marathon Petroleum Retirement Plan, the Speedway Retirement Plan and the defined benefit portion of the Excess Plans as of December 31, 2016. These values have been determined using actuarial assumptions consistent with those used in our financial statements.

  214. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year | | Gary R. Heminger | Marathon Petroleum Retirement Plan | 36.08 years | 1,973,019 | — | | | Marathon Petroleum Excess Benefit Plan | 36.08 years | 24,362,670 | — | | | Speedway Retirement Plan | 6.48 years | 330,177 | — | | | Speedway Excess Benefit Plan | 6.48 years | 4,360,139 | — | | Timothy T. Griffith | Marathon Petroleum Retirement Plan | 5.33 years | 104,872 | — | | | Marathon Petroleum Excess Benefit Plan | 5.33 years | 224,773 | — | | Donald C. Templin | Marathon Petroleum Retirement Plan | 5.50 years | 134,520 | — | | | Marathon Petroleum Excess Benefit Plan | 5.50 years | 800,832 | — | | Anthony R. Kenney | Marathon Petroleum Retirement Plan | 21.83 years | 1,296,709 | — | | | Marathon Petroleum Excess Benefit Plan | 21.83 years | 4,605,054 | — | | | Speedway Retirement Plan | 18.99 years | 580,240 | — | | | Speedway Excess Benefit Plan | 18.99 years | 2,747,599 | — | | C. Michael Palmer | Marathon Petroleum Retirement Plan | 41.42 years | 2,331,470 | — | | | Marathon Petroleum Excess Benefit Plan | 41.42 years | 5,209,126 | — |

  215. Pension Benefits

    | The number of years of credited service shown in this column represents the number of years the NEO has participated in the Plan. However, plan participation service used for the purpose of calculating each participant’s benefit under the Marathon Petroleum Retirement Plan legacy final average pay formula and the Speedway pension equity formula was frozen as of December 31, 2009. Plan participation service used for the purpose of calculating each participant’s benefit under the Speedway Retirement Plan legacy final average pay formula was frozen on December 31, 1998.(1) |

  216. Pension Benefits

    | The present value of accumulated benefit for the Marathon Petroleum Retirement Plan was calculated assuming a discount rate of 3.90%, the RP2000 mortality table for lump sums, a 96% lump sum election rate and retirement at age 62 (or current age, if later). In accordance with the Marathon Petroleum Retirement Plan provisions and actuarial assumptions, the discount rate for lump sum calculations varied from 1.00% to 1.25% based on the anticipated year of retirement. The present value of accumulated benefit for the Speedway Retirement Plan was calculated assuming a discount rate of 3.90%, the 94GAR mortality table for lump sums, a 96% lump sum election rate and retirement at age 65. In accordance with the Speedway Retirement Plan provisions and actuarial assumptions, the discount rate for lump sum calculations was 2.62% for the Speedway legacy benefit formula and 3.06% for the pension equity formula, for the anticipated year of retirement for those with Speedway benefits. Please refer to the “Speedway Retirement Plan” section of this Proxy Statement for more detail on the Speedway formulas.(2) |

  217. Marathon Petroleum Retirement Plan

    Marathon Petroleum Retirement Plan In general, our employees and certain employees of Speedway are immediately eligible to participate in the Marathon Petroleum Retirement Plan. The Marathon Petroleum Retirement Plan is primarily designed to provide employees income after retirement. Prior to January 1, 2010, the monthly benefit under the Marathon Petroleum Retirement Plan was equal to the following formula:

  218. Marathon Petroleum Retirement Plan

    | [ | 1.6% | × | Final Average Pay | × | Years of Participation | ] | — | [ | 1.33% | × | Estimated Primary Social Security Benefit | × | Years of Participation | ] |

  219. Marathon Petroleum Retirement Plan

    This formula is referred to as the Marathon legacy benefit formula. Effective January 1, 2010, the Marathon legacy benefit formula was amended to (i) cease future accruals of additional years of participation, and (ii) as applied to eligible NEOs, cease further compensation updates. No more than 37.5 years of participation may be recognized under the Marathon legacy benefit formula.

  220. Marathon Petroleum Retirement Plan

    | Marathon Petroleum Corporation Proxy Statement / page 83 | |

  221. Marathon Petroleum Retirement Plan

    Eligible earnings under the Marathon Petroleum Retirement Plan include, but are not limited to, pay for hours worked, pay for allowed hours, military leave allowance, commissions, 401(k) contributions to the Marathon Petroleum Thrift Plan and incentive compensation bonuses. Age continues to be updated under the Marathon legacy benefit formula. Benefit accruals for years beginning in 2010 are determined under a cash-balance formula. Under the cash-balance formula, each year plan participants receive pay credits equal to a percentage of compensation based on their plan points. Plan points equal the sum of a participant’s age and cash-balance service:

  222. Marathon Petroleum Retirement Plan

    | • | Participants with less than 50 points receive a 7% pay credit; |

  223. Marathon Petroleum Retirement Plan

    | • | Participants with at least 50 but less than 70 points receive a 9% pay credit; and |

  224. Marathon Petroleum Retirement Plan

    | • | Participants with 70 or more points receive an 11% pay credit. |

  225. Marathon Petroleum Retirement Plan

    Participants in the Marathon Petroleum Retirement Plan become fully vested upon the completion of three years of vesting service. Normal retirement age for both the Marathon legacy benefit and cash-balance formulas is 65. However, retirement-eligible participants are able to retire and receive an unreduced benefit under the Marathon legacy benefit formula after reaching age 62. The forms of benefit available under the Marathon Petroleum Retirement Plan include various annuity options and a lump sum distribution option. Participants are eligible for early retirement upon reaching age 50 and completing 10 years of vesting service. If an employee retires between the ages of 50 and 62 with sufficient vesting service, the amount of benefit under the Marathon legacy benefit formula is reduced in accordance with the table below:

  226. Marathon Petroleum Retirement Plan

    | Age at Retirement | Early Retirement Factor | Age at Retirement | Early Retirement Factor | | 62 | 100% | 55 | 75% | | 61 | 97% | 54 | 71% | | 60 | 94% | 53 | 67% | | 59 | 91% | 52 | 63% | | 58 | 87% | 51 | 59% | | 57 | 83% | 50 | 55% | | 56 | 79% | | |

  227. Marathon Petroleum Retirement Plan

    There are no early retirement subsidies under the cash-balance formula. Messrs. Heminger, Kenney and Palmer are currently eligible for early retirement benefits under the Marathon Petroleum Retirement Plan. Under the cash-balance formula, plan participants receive pay credits based on age and cash-balance service. For 2016, Messrs. Heminger, Kenney and Palmer received pay credits equal to 11% of compensation, which is the highest level of pay credit available under the plan. Mr. Templin received pay credits equal to 9% of compensation. Additionally, under the terms of his employment offer entered into with our former parent company, Mr. Templin receives additional contributions to our non-qualified plan to ensure that the aggregate contributions from our qualified and non-qualified retirement plans equal 11% of his applicable compensation. Based on the age and service calculation specified in the Marathon Petroleum Retirement Plan, Mr. Templin will receive a supplemental non-qualified contribution set at 2% of eligible compensation in the Marathon Petroleum Excess Benefit Plan. This supplemental contribution will be decreased over time as Mr. Templin’s age and service increase; he will be eligible for the full 11% contribution in his qualified plan in 2022. Mr. Griffith received pay credits equal to 9% of compensation in our qualified plan.

  228. Marathon Petroleum Excess Benefit Plan (Defined Benefit)

    Marathon Petroleum Excess Benefit Plan (Defined Benefit) Marathon Petroleum Company LP (or MPC LP) sponsors the Marathon Petroleum Excess Benefit Plan, an unfunded, non-qualified retirement plan, for the benefit of a select group of management and highly compensated employees. The Marathon Petroleum Excess Benefit Plan generally provides benefits that participants, including our NEOs, would have otherwise received under the tax-qualified Marathon Petroleum Retirement Plan were it not for Internal Revenue Code

  229. Marathon Petroleum Excess Benefit Plan (Defined Benefit)

    | | page 84 / Marathon Petroleum Corporation Proxy Statement |

  230. Marathon Petroleum Excess Benefit Plan (Defined Benefit)

    limitations. For our NEOs, eligible earnings under the Marathon Petroleum Excess Benefit Plan include the items listed above, excluding bonuses, for the Marathon Petroleum Retirement Plan, as well as deferred compensation contributions, for the highest consecutive 36-month period over the 10-year period up to December 31, 2012. The Marathon Petroleum Excess Benefit Plan also provides an enhancement for executive officers using the three highest bonuses earned over the 10-year period up to December 31, 2012, instead of the consecutive bonus formula in place for non-officers. We believe this enhancement is appropriate in light of the greater volatility of executive officer bonuses. However, as Messrs. Griffith and Templin have not accrued a benefit under the Marathon legacy benefit formula, they are not eligible for this enhancement. Due to the structure of the frozen Marathon legacy benefit formula under the Marathon Petroleum Retirement Plan, the age-related lump sum benefit conversion factors used to calculate lump sum benefits under the frozen legacy final average pay benefit formula result in a year-to-year decrease in the lump sum benefit for participants generally beginning on or after the age of 59. As a result, if participants choose to continue their employment with MPC after they reach age 59, their lump sum benefit may decline year to year. The Marathon Petroleum Excess Benefit Plan permits the Compensation Committee, on a discretionary basis, to extend a lump sum retirement benefit supplement (or Service Benefit) to individual officers of MPC to offset the age-related erosion of benefit from age 62 until such officer’s actual retirement date or date of death. An officer must be vested under the Marathon Petroleum Retirement Plan to qualify for the Service Benefit. The Compensation Committee previously extended eligibility for the Service Benefit to Messrs. Heminger, Kenney and Palmer. The Service Benefit will not correct for any age-related erosion of benefit occurring prior to an officer reaching age 62 but, for those officers selected by the Compensation Committee in its sole discretion, the Service Benefit will correct for the age-related erosion of benefit from age 62 until such officer’s actual retirement date or date of death. If an officer who has been offered the Service Benefit retires or dies after reaching age 62 and while an active employee with us, the officer’s Service Benefit will be calculated as follows:

  231. Marathon Petroleum Excess Benefit Plan (Defined Benefit)

    | a. | If the lump sum interest rate upon the officer reaching the age of 62 used to calculate the retirement lump sum benefit is less than or equal to the lump sum interest rate as of the officer’s actual retirement date or date of death, the Service Benefit shall be the difference between the legacy lump sum benefit he or she would have been eligible to receive using the age 62 lump sum conversion factor based on the lump sum interest rate in effect on the actual retirement date or date of death and the legacy lump sum benefit he or she is eligible to receive using the lump sum conversion factor for the actual age at retirement or death based on the lump sum interest rate in effect on the actual retirement date or date of death; or |

  232. Marathon Petroleum Excess Benefit Plan (Defined Benefit)

    | b. | If the lump sum interest rate upon the officer reaching the age of 62 used to calculate the retirement lump sum benefit is greater than the lump sum interest rate as of the officer’s actual retirement date or date of death, the Service Benefit shall be the difference between the legacy lump sum benefit he or she would have been eligible to receive using the lump sum conversion factor and lump sum interest rate in effect at age 62 and the legacy lump sum benefit he or she is eligible to receive using the lump sum conversion factor and lump sum interest rate in effect on the actual retirement date or date of death. |

  233. Marathon Petroleum Excess Benefit Plan (Defined Benefit)

    As intended by the Compensation Committee, the Service Benefit does not compensate for unfavorable fluctuations in the lump sum interest rate and is in fact structured to prevent payment of a Service Benefit greater than intended within a favorable interest rate environment; the Service Benefit is designed to correct only for the benefit erosion an officer may experience for continued employment with us after reaching the age of 62.

  234. Marathon Petroleum Thrift Plan

    Marathon Petroleum Thrift Plan MPC LP sponsors the Marathon Petroleum Thrift Plan, a tax-qualified employee savings plan. In general, all of our employees and Speedway employees, including our NEOs, are immediately eligible to participate in the Marathon Petroleum Thrift Plan. The purpose of the Marathon Petroleum Thrift Plan is to assist employees in maintaining a steady program of savings to supplement their retirement income and to meet other financial needs. The Marathon Petroleum Thrift Plan allows contributions for NEOs on a pre-tax or Roth basis. Employees may elect to make any combination of pre-tax or Roth contributions from 1% to a maximum of 25% of gross pay. The participating employer will match participant contributions at a rate of 117% up to a maximum of 6% of gross pay. All matching contributions made on or after January 1, 2016, are fully vested.

  235. Marathon Petroleum Thrift Plan

    | Marathon Petroleum Corporation Proxy Statement / page 85 | |

  236. Marathon Petroleum Excess Benefit Plan (Defined Contribution)

    Marathon Petroleum Excess Benefit Plan (Defined Contribution) Certain highly compensated non-officer employees and, prior to January 1, 2006, executive officers who elected not to participate in the Marathon Petroleum Deferred Compensation Plan, comprise those eligible to receive defined contribution accruals under the Marathon Petroleum Excess Benefit Plan. The defined contribution formula in the Marathon Petroleum Excess Benefit Plan is designed to allow eligible employees to receive employer matching contributions equal to the amount they would have otherwise received under the tax-qualified Marathon Petroleum Thrift Plan were it not for Internal Revenue Code limitations. Defined contribution accruals in the Marathon Petroleum Excess Benefit Plan are credited with interest equal to that paid in the “Marathon Stable Value Fund” option of the Marathon Petroleum Thrift Plan. The annual rate of return on this option for the year ended December 31, 2016, was 1.76%. All distributions from the plan are paid in the form of a lump sum following the participant’s separation from service. As noted, our NEOs no longer participate in the defined contribution formula of the Marathon Petroleum Excess Benefit Plan; all non-qualified employer matching contributions for our NEOs now accrue under the Marathon Petroleum Amended and Restated Deferred Compensation Plan.

  237. Speedway Retirement Plan

    Speedway Retirement Plan Speedway sponsors the Speedway Retirement Plan. The Speedway Retirement Plan is primarily designed to help employees provide for an income after retirement. During his prior service with Speedway, Mr. Heminger participated in the Speedway Retirement Plan. At the time of his participation, the monthly benefit under the Speedway Retirement Plan was calculated under the following formula:

  238. Speedway Retirement Plan

    | [ | 2.0% | × | Final Average Pay | × | Years of Participation | ] | — | [ | 2.0% | × | Estimated Primary Social Security Benefit | × | Years of Participation | ] |

  239. Speedway Retirement Plan

    This formula is referred to as the Speedway legacy benefit formula. This benefit formula was grandfathered for all employees participating in this plan as of December 31, 1998, and no additional years of participation credit beyond that date are recognized. Additionally, compensation updates for the NEOs participating in the Speedway legacy benefit formula ceased as of December 31, 1998. No more than 25 years of participation may be recognized under the formula. Eligible earnings under the Speedway Retirement Plan included pay for hours worked, pay for allowed hours, military leave allowance, commissions, 401(k) contributions to the then Speedway Retirement Savings Plan and incentive compensation bonuses. Vesting service and age continue to be updated under the Speedway legacy benefit formula. Effective January 1, 1999, the Speedway Retirement Plan was amended so that benefits accrued on or after that date would be determined under a pension equity formula. As an employee of Speedway, Mr. Kenney has accrued a benefit under both the Speedway legacy benefit formula and the pension equity formula. Under the pension equity formula, each year participants were credited with a percentage of their final average pay. The percentages were based on the sum of a participant’s age plus participation service, as follows:

  240. Speedway Retirement Plan

    | Age + Participation | Percentage of Final Average Pay | | 0-29 | 2.50% | | 30-39 | 4.00% | | 40-49 | 5.25% | | 50-59 | 7.75% | | 60-69 | 10.50% | | 70-79 | 13.00% | | 80+ | 15.50% |

  241. Speedway Retirement Plan

    | | page 86 / Marathon Petroleum Corporation Proxy Statement |

  242. Speedway Retirement Plan

    The pension equity formula generally provides that a participant’s pension equity accrued balance will equal the sum of the percentages the participant has accrued for each year of participation multiplied by final average pay. This pension equity accrued balance is then converted into an actuarially equivalent annuity payable at normal retirement age, which was the participant’s accrued benefit under the pension equity formula. Effective January 1, 2010, the Speedway Retirement Plan was amended to (i) cease pension equity percentage accruals, and (ii) as applied to Mr. Kenney, eliminate compensation updates. Vesting service and age continue to be updated under the pension equity formula. For participants who separate from service after 2007, benefits under the Speedway Retirement Plan are fully vested upon the completion of three years of vesting service. Normal retirement age for both the Speedway legacy benefit and pension equity formulas is age 65. The forms of benefit available under the Speedway Retirement Plan include various annuity options and a lump sum distribution option. Participants are eligible for early retirement upon reaching age 50 and completing 10 years of vesting service. If an employee retires between the ages of 50 and 65, the amount of benefit under the Speedway legacy benefit formula is reduced in accordance with the table below:

  243. Speedway Retirement Plan

    | Age at Retirement | Early Retirement Factor | Age at Retirement | Early Retirement Factor | | 65 | 100% | 57 | 76% | | 64 | 97% | 56 | 73% | | 63 | 94% | 55 | 70% | | 62 | 91% | 54 | 67% | | 61 | 88% | 53 | 64% | | 60 | 85% | 52 | 61% | | 59 | 82% | 51 | 58% | | 58 | 79% | 50 | 55% |

  244. Speedway Retirement Plan

    There are no early retirement subsidies under the pension equity formula. Messrs. Heminger and Kenney are currently eligible for early retirement benefits under the Speedway Retirement Plan.

  245. Other Non-Qualified Deferred Compensation

    Other Non-Qualified Deferred Compensation The Non-Qualified Deferred Compensation Table below provides information regarding the non-qualified savings and deferred compensation plans sponsored by MPC or its subsidiaries. 2016 Non-Qualified Deferred Compensation

  246. Other Non-Qualified Deferred Compensation

    | Name | | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End(3) ($) | | Gary R. Heminger | Marathon Petroleum Excess Benefit Plan | — | — | 1,251 | — | 61,999 | | | Marathon Petroleum Deferred Compensation Plan | — | 408,780 | 212,707 | — | 5,448,301 | | | Emro Marketing Company Deferred Compensation Plan | — | — | 9,122 | — | 265,605 | | Timothy T. Griffith | Marathon Petroleum Deferred Compensation Plan | 62,327 | 68,904 | 42,499 | — | 546,837 | | Donald C. Templin | Marathon Petroleum Deferred Compensation Plan | — | 122,058 | 43,549 | — | 606,655 | | Anthony R. Kenney | Marathon Petroleum Deferred Compensation Plan | 168,634 | 103,640 | 90,293 | — | 1,326,655 | | | Speedway Deferred Compensation Plan | — | — | 234,041 | — | 3,117,062 | | | Speedway Excess Plan | — | — | 2,214 | — | 166,935 | | | Emro Marketing Company Deferred Compensation Plan | — | — | 13,948 | — | 406,107 | | C. Michael Palmer | Marathon Petroleum Excess Benefit Plan | — | — | 495 | — | 113,294 | | | Marathon Petroleum Deferred Compensation Plan | — | 78,678 | 67,493 | — | 476,047 |

  247. Other Non-Qualified Deferred Compensation

    | The amounts shown in this column are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the 2016 Summary Compensation Table.(1) |

  248. Other Non-Qualified Deferred Compensation

    | The amounts shown in this column are also included in the “All Other Compensation” column of the 2016 Summary Compensation Table.(2) |

  249. Other Non-Qualified Deferred Compensation

    | Of the amounts shown in this column, the following amounts have been reported in our Summary Compensation Tables for previous years: (a) under the Marathon Petroleum Deferred Compensation Plan: Mr. Heminger, $1,877,151; Mr. Templin, $395,264; Mr. Kenney, $368,865; and Mr. Palmer, $139,825; (b) under the Speedway Deferred Compensation Plan: Mr. Kenney, $699,152; and (c) under the Speedway Excess Benefit Plan: Mr. Kenney, $113,267.(3) |

  250. Other Non-Qualified Deferred Compensation

    | | page 88 / Marathon Petroleum Corporation Proxy Statement |

  251. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  252. Retirement

    Retirement Our employees are eligible for retirement once they reach age 50 and have at least 10 years of vesting service with MPC or its subsidiaries. As of December 31, 2016, Messrs. Heminger, Kenney and Palmer were retirement eligible. Upon retirement, our NEOs and other executive officers are entitled to receive their vested benefits that have accrued under our employee and executive benefit programs. For more information about the retirement and deferred compensation programs, see “Pension Benefits” and “Non-Qualified Deferred Compensation.” In addition, upon retirement, unvested stock options held by our NEOs and other executive officers become exercisable according to the grant terms. Unvested restricted stock awards are forfeited upon retirement (except in the case of a mandatory retirement at age 65, at which time they vest in full). For performance units, if an NEO has worked more than half of the measurement period, awards may be vested on a prorated basis at the discretion of the Compensation Committee.

  253. Change in Control

    | | | Severance(1) | Additional Pension Benefits(2) | Accelerated Options(3) | Accelerated Restricted Stock(4) | Accelerated Performance Units(5) | Other Benefits(6) | Total | | Name | Scenario | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Gary R. Heminger | Change in Control (No Termination or Retirement) (7) | — | — | — | — | — | — | — | | | Change in Control (With Qualified Termination) | 18,000,000 | 33,508,040 | 6,293,387 | 6,345,247 | 9,240,000 | 48,927 | 73,435,601 | | | Voluntary Retirement | — | — | 6,293,387 | — | — | — | 6,293,387 | | | Resignation (No Retirement) (8) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | Involuntary Termination by Company Without Cause or Good Reason(9) | — | — | — | — | — | — | — | | | Involuntary Termination by Company With Cause or Good Reason (10) | — | — | — | — | — | — | — | | Timothy T. Griffith | Change in Control (No Termination or Retirement) (7) | — | — | — | — | — | — | — | | | Change in Control (With Qualified Termination) (11) | 3,825,000 | — | 1,056,512 | 1,018,599 | 1,596,000 | 53,903 | 7,550,014 | | | Voluntary Retirement (12) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | Resignation (No Retirement) | — | — | — | — | — | — | — | | | Involuntary Termination by Company Without Cause or Good Reason(9) | — | — | — | — | — | — | — | | | Involuntary Termination by Company With Cause or Good Reason (10) | — | — | — | — | — | — | — | | Donald C. Templin | Change in Control (No Termination or Retirement) (7) | — | — | — | — | — | — | — | | | Change in Control (With Qualified Termination) (11) | 6,000,000 | — | 1,109,571 | 1,942,973 | 2,400,000 | 51,843 | 11,504,387 | | | Voluntary Retirement (12) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | Resignation (No Retirement) | — | — | — | — | — | — | — | | | Involuntary Termination by Company Without Cause or Good Reason(9) | — | — | — | — | — | — | — | | | Involuntary Termination by Company With Cause or Good Reason (10) | — | — | — | — | — | — | — | | Anthony R. Kenney | Change in Control (No Termination or Retirement) (7) | — | — | — | — | — | — | — | | | Change in Control (With Qualified Termination) | 5,100,000 | 5,442,102 | 1,317,451 | 1,078,825 | 1,681,000 | 41,605 | 14,660,983 | | | Voluntary Retirement | — | — | 1,317,451 | — | — | — | 1,317,451 | | | Resignation (No Retirement) (8) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | Involuntary Termination by Company Without Cause or Good Reason(9) | — | — | — | — | — | — | — | | | Involuntary Termination by Company With Cause or Good Reason (10) | — | — | — | — | — | — | — | | C. Michael Palmer | Change in Control (No Termination or Retirement) (7) | — | — | — | — | — | — | — | | | Change in Control (With Qualified Termination) | 4,200,000 | 8,629,834 | 1,029,819 | 942,499 | 1,411,000 | 38,065 | 16,251,217 | | | Voluntary Retirement | — | — | 1,029,819 | — | — | — | 1,029,819 | | | Resignation (No Retirement) (8) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | Involuntary Termination by Company Without Cause or Good Reason(9) | — | — | — | — | — | — | — | | | Involuntary Termination by Company With Cause or Good Reason (10) | — | — | — | — | — | — | — |

  254. Change in Control

    | The additional pension benefits due to a change in control and subsequent Qualified Termination is attributable solely to the final average pay formula in the Executive Change in Control Severance Benefits Plan. Given the date of hire of Messrs. Griffith and Templin, they are not eligible for any benefit under this formula.(11) |