DEF 14A of Marathon Petroleum Corp, Mar 14, 2024

DEF 14A of Marathon Petroleum Corp

Filed Mar 14, 2024 · FY20230001510295-24-000033

Open on EDGAR

  1. Marathon Petroleum Corporation

    | INDEX OF FREQUENTLY REQUESTED INFORMATION | | | GLOSSARY OF TERMS AND ACRONYMS | | | | | Auditor fees | 34 | | ACB | Annual Cash Bonus program | | | Board diversity | 17 | | Annual Meeting | Marathon Petroleum Corporation’s 2024 annual meeting of shareholders | | | Board, committee and individual director evaluations | 23 | | | | | | | | | Board | Board of Directors, Marathon Petroleum Corporation | | | Board leadership structure | 19 | | | | | | Board meeting director attendance | 22 | | | | | | | | | Bylaws | Amended and Restated Bylaws of Marathon Petroleum Corporation | | | CEO pay ratio | 66 | | | | | | Clawback policy | 49 | | CD&A | Compensation discussion and analysis | | | Codes of conduct and ethics | 16 | | CEO | Chief Executive Officer | | | Committees of the Board | 20 | | CFO | Chief Financial Officer | | | Communicating with the Board | 23 | | Company | Marathon Petroleum Corporation | | | Compensation reference group | 40 | | DCF | Distributable cash flow at MPLX LP | | | Director biographies | 9 | | DGCL | Delaware General Corporation Law | | | Director board commitments | 22 | | ERM | Enterprise risk management | | | Director compensation table | 28 | | ESG | Environmental, social and governance | | | Director independence | 17 | | Exchange Act | Securities Exchange Act of 1934, as amended | | | Director skills, expertise and composition matrix | 8 | | | | | | | | | GAAP | Generally Accepted Accounting Principles in the United States | | | Executive compensation mix | 42 | | | | | | Human capital management | 31 | | | | | | | | | GHG | Greenhouse gas | | | Independent Chairman of the Board | 19 | | | | | | | | | LTI | Long-term incentive | | | Just transition report | 32 | | | | | | | | | Marathon | Marathon Petroleum Corporation | | | Oversight of climate risk | 26 | | | | | | | | | MPC | Marathon Petroleum Corporation | | | Oversight of cybersecurity | 26 | | | | | | | | | MPLX | MPLX LP | | | Oversight of human capital management and succession planning | 26 | | | | | | | | | NEO | Named executive officer | | | | | | NYSE | New York Stock Exchange | | | Oversight of political engagement and public policy | 25 | | | | | | | | | PSUs | Performance share units | | | Oversight of risk management | 24 | | | | | | | | | PwC | PricewaterhouseCoopers LLP | | | Prohibition on hedging and pledging | 49 | | | | | | | | | RSUs | Restricted stock units | | | Proxy access | 19 | | | | | | | | | SEC | U.S. Securities and Exchange Commission | | | Related party transactions | 78 | | | | | | | | | TSR | Total shareholder return | | | Say-on-pay | 35 | | | | | | Shareholder engagement program | 4 | | | | | | Shareholder proposals and nominees for the 2025 annual meeting | 83 | | | |

  2. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | | | | | | | This summary highlights information contained in this Proxy Statement, which is first being sent or made available to shareholders on or about March 14, 2024. This summary does not contain all of the information you should consider before voting. Please read the entire Proxy Statement before voting. For more complete information regarding 2023 operational and financial performance and definitions of industry terms, please review MPC’s Annual Report on Form 10-K for the year ended December 31, 2023, which accompanies this Proxy Statement. | | | | | | | Annual Meeting and Voting Information | | | | | | | | | | | | | | DATE AND TIME | LOCATION | RECORD DATE | | VOTING | | | Wednesday, April 24, 2024 | The Annual Meeting will be held virtually at: www.virtualshareholder meeting.com/MPC2024 | Friday, March 1, 2024 | | Only holders of record of MPC’s common stock as of the record date will be entitled to notice and to vote | | | 10 a.m. EDT | | Shares outstanding: | | | | | | | 360,336,089 | | | | | MPC’s 2024 Annual Meeting will be held exclusively online. See “FAQs About Voting and the Annual Meeting” beginning on page 80 for additional information about how to attend and vote at the virtual Annual Meeting. | | | | | | | Voting Items | | | | | | | Your vote is important. Please vote your proxy promptly so that your shares can be represented, even if you plan to attend the virtual Annual Meeting. You can vote via the internet or telephone by following the voting procedures described in the Notice, proxy card or voting instruction form, or by returning your completed and signed proxy card or voting instruction form in the provided envelope. | | | | | | | Proposal | | | Page Reference | | Board Recommendation | | Proposal 1. Elect four director nominees to Class I | | | 8 | | FOR each nominee | | Proposal 2. Ratify the appointment of our independent auditor for 2024 | | | 33 | | FOR | | Proposal 3. Approve, on an advisory basis, our named executive officer compensation | | | 35 | | FOR | | Proposal 4. Recommend, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation | | | 36 | | 1 YEAR | | Proposal 5. Approve an amendment to the Certificate of Incorporation to provide for officer exculpation | | | 71 | | FOR | | Proposal 6. Approve an amendment to the Certificate of Incorporation to declassify the Board of Directors | | | 72 | | FOR | | Proposal 7. Approve an amendment to the Certificate of Incorporation to eliminate supermajority provisions | | | 73 | | FOR | | Proposal 8. Vote on one shareholder proposal, if properly presented | | | 74 | | AGAINST | | Additional Information | | | | | | | Our principal executive offices are located at 539 South Main Street, Findlay, OH 45840, and our telephone number is (419) 422-2121. Our website address is www.marathonpetroleum.com. References to our website or other publications are provided for convenience only. The information contained on our website or other publications is not a part of this Proxy Statement or any of our other filings with the SEC. | | | | | | | References throughout this Proxy Statement to “Company,” “MPC,” “Marathon,” “we” or “our” refer to Marathon Petroleum Corporation. References to “MPLX” refer to MPLX LP, a publicly traded master limited partnership we control through our ownership of its general partner, MPLX GP LLC (“MPLX GP”), and approximately 65% (as of December 31, 2023) of its outstanding common units. | | | | | |

  3. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 1 |

  4. Marathon Petroleum Corporation

    | About Marathon Petroleum Corporation | | | | | | With more than 135 years in the energy industry, Marathon Petroleum Corporation (NYSE: MPC) is a leading, integrated, downstream energy company headquartered in Findlay, Ohio. We operate one of the nation’s largest refining systems with approximately 3.0 million barrels per day of crude oil refining capacity and a growing renewable fuels portfolio that includes the second largest renewable diesel facility in the United States. We distribute our refined products through one of the largest terminal operations in the United States and one of the largest private domestic fleets of inland petroleum product barges. Our integrated midstream energy asset network links producers of natural gas and NGLs from some of the largest supply basins in the United States, including the Marcellus Shale, Permian Basin, Utica Shale, STACK Shale and Bakken Shale, to domestic and international markets. Additionally, our marketing system includes two strong brands, Marathon® and ARCO®, with locations across the United States and in Mexico. | | | | | | We and our employees are focused on doing our part to meet the world’s need for reliable, affordable and responsibly produced fuels, challenging ourselves to lead in sustainable energy by investing in an energy-diverse future and strengthening the resiliency of our business. | | | | | | 2023 Company Performance Highlights | | | | | | TOTAL SHAREHOLDER RETURN | | | EARNINGS | | | | | | $9.7 billion | net income attributable to MPC | | | | | ADJUSTED EBITDA* | | | | | | $19.0 billion | adjusted earnings before interest, taxes, depreciation and amortization | | | | | CASH FROM OPERATIONS | | | | | | $14.1 billion | net cash from operations | | SHAREHOLDER VALUE | | | | | | ~10% | $1.3 billion | $11.6 billion | | $5.0 billion | | increase in our quarterly dividend (from $0.750 to $0.825 per share) | in dividends paid to shareholders in 2023 | of capital returned to shareholders through share repurchases in 2023 | | additional repurchase authorization (announced in October 2023) | | PROGRESS ON RENEWABLES | | RECOGNITION | | | | Began production at Martinez renewable fuels facility in first quarter 2023; projected capacity of over 730 million gallons per year of renewable diesel Produced nearly 149 million gallons of renewable diesel at our Dickinson, ND, renewable diesel facility 2024 capital plan allocates ~40% of MPC’s growth capital to renewables and carbon-reduction projects | | Member of Dow Jones Sustainability North America Index for fifth consecutive year Energy Star® Partner of the Year–Sustained Excellence four years in a row Five MPC refineries earned EPA Energy Star certifications in 2023. Since refineries first became eligible for Energy Star certification in 2006, MPC has earned more certifications than all other refining companies combined. | | | | * NON-GAAP FINANCIAL MEASURE | | | | | | “Adjusted EBITDA” is not a measure of financial performance under GAAP and may not be comparable to similarly titled measures reported by other companies. See Appendix I for the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure. | | | | |

  5. Marathon Petroleum Corporation

    | 2 | Marathon Petroleum Corporation |

  6. Marathon Petroleum Corporation

    | Overview of Our Board of Directors | | | | | | | | | | | | | | | Age (as of April 24, 2024) | Director Since | | | Committee Memberships | | | | Other Current Public Company Boards | | | Name and Principal Occupation | | | | | Independent | A | C | G | S | | | | | Abdulaziz F. Alkhayyal Retired Senior Vice President, Industrial Relations, Saudi Aramco | 70 | 2016 | | ü | ¡ | ¡ | | ¤ | | 2 | | | Evan Bayh Senior Advisor, Apollo Global Management | 68 | 2011 | | ü | | | ¡ | µ | | 3 | | | Charles E. Bunch Retired Chairman and CEO, PPG Industries, Inc. | 74 | 2015 | | ü | | ¡ | µ | | | 1 | | | Jonathan Z. Cohen Founder, CEO and President, Hepco Capital Management, LLC | 53 | 2019 | | ü | ¤ | | ¡ | | | — | | | Eileen P. Drake Former CEO and President, Aerojet Rocketdyne Holdings, Inc. | 58 | 2024 | | ü | | ¡ | | ¡ | | 1 | | | Kimberly Ellison-Taylor Former Executive Director, Finance Thought Leadership, Oracle Corporation | 54 | 2024 | | ü | ¡ | | ¡ | | | 2 | | | Edward G. Galante Retired Senior Vice President and Management Committee Member, ExxonMobil Corporation | 73 | 2018 | | ü | | µ | | ¡ | | 2 | | | Michael J. Hennigan CEO, Marathon Petroleum Corporation | 64 | 2020 | | CEO | | | | ¡ | | 2* | | | Kim K.W. Rucker Former Executive Vice President, General Counsel and Secretary, Andeavor | 57 | 2018 | | ü | ¡ | ¤ | | ¡ | | 3 | | | Frank M. Semple Retired Chairman, President and CEO, MarkWest Energy Partners, L.P. | 72 | 2021 | | ü | ¡ | ¡ | | | | 1* | | | J. Michael Stice Professor, The University of Oklahoma | 65 | 2017 | | ü | ¡ | | ¤ | ¡ | | 2* | | | John P. Surma Chairman of the Board, Marathon Petroleum Corporation | 69 | 2011 | | ü | INDEPENDENT CHAIRMAN OF THE BOARD | | | | | 3* | | | Susan Tomasky Retired President, AEP Transmission | 71 | 2018 | | ü | µ | | | ¡ | | 2 | | * Includes service on the board of directors of MPLX GP LLC, a wholly owned subsidiary of MPC. Our Corporate Governance Principles count concurrent service on the boards of MPC and MPLX GP LLC as one public company board for purposes of assessing the level of public company board commitments. | | | A | Audit Committee | | | | | | µ | Chair | | | | | C | Compensation and Organization Development Committee | | | | | | ¤ | Vice Chair | | | | | G | Corporate Governance and Nominating Committee | | | | | | ¡ | Member | | | | | S | Sustainability and Public Policy Committee | | | | | | | | | More detailed information about each director’s background, key skills and expertise can be found beginning on page 8 of this Proxy Statement, as well as in the individual director profiles beginning on page 9. | | | | | | | | | | | |

  7. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 3 |

  8. Marathon Petroleum Corporation

    | Composition of Our Board | | | | | | | INDEPENDENT BOARD | | | BOARD DIVERSITY | | | | | | | | | | | | | | | | | | | | | | | Women | | | | | | | | | | | | | | Racial/Ethnic Diversity and Native American Tribal Membership | | 12 of 13 Directors are Independent | | | 46% Diverse | | | | DIRECTOR TENURE | | | DIRECTOR AGE | | | | | | | | | | | Year-Round Shareholder Engagement | | | | | | | We believe that regular dialogue with, and accountability to, our shareholders is critical to our success. Our management team participates in numerous investor meetings throughout the year to discuss our business and strategic priorities. Our core shareholder engagement team includes senior members of our investor relations, corporate governance, human resources and sustainability teams, supplemented by our CEO, CFO and Board Chair or other directors, as appropriate. These meetings include in-person, telephone and webcast engagements, as well as investor conferences and our annual meeting of shareholders. Shareholder feedback provides our Board and management with valuable insights on our business strategy and performance, corporate responsibility, executive compensation, sustainability initiatives and many other topics. | | | | | | | FALL ENGAGEMENT | | | PROGRAM ENHANCEMENT | | | | Our shareholder engagement team solicits and receives feedback from shareholders on governance practices and trends, Board composition, executive compensation, sustainability, human capital management and other shareholder priorities. | | ð | The Board uses shareholder feedback to enhance disclosures, including in our proxy statement and sustainability reporting, and revise governance practices, the executive compensation program, sustainability practices or other programs and policies, as appropriate. | | | | ñ | | | ò | | | | ANNUAL MEETING | | | SPRING ENGAGEMENT | | | | We receive and publish voting results from our annual meeting, which help shape our ongoing improvements and developments in governance practices, executive compensation, sustainability and other shareholder interest areas. | | ï | Our shareholder engagement team conducts additional outreach with shareholders to provide updates on changes made in response to shareholder feedback and to address management and shareholder proposals, as well as other topics of interest. | | | | 2023 Shareholder Engagement Program | | | | | | | Outreach to: | One-on-One Meetings with: | | | Additional Ways We Engaged: | | | Shareholders representing 70% of our outstanding shares | Shareholders representing 43% of our outstanding shares | | | •Quarterly earnings calls •Industry presentations and conferences •Email updates such as topical news releases and reports •Thematic engagements | |

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  10. Marathon Petroleum Corporation

    | Governance Highlights | | | | | | | | Key Corporate Governance Practices | | | | | | | | The Board of Directors believes that our commitment to strong corporate governance benefits all our stakeholders, including our shareholders, employees, business partners, customers, communities, governments and others who have a stake in how we operate. Our key corporate governance practices include: | | | | | | | | BOARD INDEPENDENCE AND LEADERSHIP | | | DIRECTOR ELECTIONS | BOARD PRACTICES | SHAREHOLDER RIGHTS AND ENGAGEMENT | ESG ACCOUNTABILITY | | 12 of 13 directors are independent Strong independent Chairman role reinforces effective independent leadership on the Board Three fully independent standing Board committees | | | Majority voting standard for uncontested director elections Demonstrated commitment to Board diversity Directors not elected by a majority of votes cast are subject to the Board’s resignation policy | Risk oversight by the full Board and its committees Independent directors meet regularly in executive session Annual Board and committee self-evaluations, and individual evaluations of nominees for reelection | Shareholder right to call a special meeting of shareholders Shareholder “proxy access” right to submit director nominations for inclusion in our proxy statement Robust year-round shareholder engagement program | Strong oversight by the full Board and its committees Industry-leading disclosures on environmental targets and performance Extensive human capital management disclosures, including EEO-1 data | | Recent Governance Enhancements | | | | | | | | We believe good governance is critical to achieving long-term shareholder value. We approach governance in a strategic and thoughtful manner, taking into consideration multiple perspectives, including those of our Board, our Corporate Governance and Nominating Committee, our shareholders, experts and other stakeholders, to align on what makes the most sense for our Company. We continuously look for ways to enhance our corporate governance and increase value to our shareholders. Recent governance enhancements and actions include: | | | | | | | | 2021- 2024 | Submitted to our shareholders, for consideration at the 2021, 2022, 2023 and 2024 annual meetings, amendments to our Certificate of Incorporation providing for annual elections for all directors and elimination of supermajority provisions | | | | | | | 2024 | | | | | | | | | ▶ | Submitting to our shareholders, for consideration at the 2024 Annual Meeting, an amendment to our Certificate of Incorporation providing for officer exculpation, as permitted under Delaware law | | | | | | 2023 | | | | | | | | | ▶ | Following approval from our shareholders, amended our Certificate of Incorporation to increase the maximum size of the Board of Directors | | | | | | | ▶ | Revised our Corporate Governance Principles to affirmatively state the Board’s policy on director commitments | | | | | | 2021 | | | | | | | | | ▶ | Following a thorough review of Board committee oversight responsibilities, amended our committee charters to adjust and clarify committee responsibilities, including for ESG oversight and stakeholder engagement | | | | | | 2020 | | | | | | | | | ▶ | Elected an independent Chairman of the Board | | | | | | | ▶ | Submitted to our shareholders, for consideration at the 2020 annual meeting, an amendment to our Certificate of Incorporation providing for annual elections for all directors | | | | | | 2019 | | | | | | | | | ▶ | Amended our Corporate Governance Principles to require individual director evaluations for directors whose terms expire at the next annual meeting and are eligible for reelection | | | | | | 2018 | | | | | | | | | ▶ | Amended our Bylaws to provide shareholders the right to call a special meeting of shareholders | | | | | | | ▶ | Amended our Corporate Governance Principles to expressly affirm the Board’s commitment to actively seek diverse candidates for Board service | | | | | | | ▶ | Amended our Bylaws to eliminate the 80% supermajority requirement for Bylaw amendments | | | | | | 2016 | | | | | | | | | ▶ | Amended our Bylaws to provide proxy access for shareholders | | | | |

  11. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 5 |

  12. Marathon Petroleum Corporation

    | Sustainability Highlights | | | | | | | | | | | | Our commitment to sustainability means striving to create shared value with our stakeholders – empowering people to achieve more, contributing to progress in our communities and protecting the environment we all share. Under the guidance of the Board and its Sustainability and Public Policy Committee, we are challenging ourselves to lead in sustainable energy – meeting the needs of today while investing in an energy-diverse future. This objective drives us to strengthen the resiliency of our business, innovate for the future and embed sustainability in all we do. | | | | | | | | | | | | For more information on sustainability at MPC, see pages 29-32 of this Proxy Statement and view or download our annual Sustainability Report at www.marathonpetroleum.com/Sustainability/. | | | | | | | | | | | | STRENGTHEN RESILIENCY | | | | | | | | | | | | Strengthening our business for today, while building durability for the future | | | | | | | | | | | | Robust Suite of Climate-Related Targets and Accomplishments | | | | | Energy Star® Partner of the Year – Sustained Excellence, four years in a row | | | | | | | •Reduced our Scope 1 and 2 GHG emissions intensity for the ninth consecutive year* •Reported on our 2030 target to reduce absolute Scope 3 emissions •Progressed toward our 2030 methane emissions intensity reduction target •Advanced progress on our pipeline right-of-way biodiversity target | | | | | | | | Our refineries have earned more ENERGY STAR certifications for energy efficiency than all other refineries in the U.S. combined | | | | | | | | | Diversified Portfolio | | | | | | | | | | | | Largest natural gas processor in the U.S., facilitating approximately 250 million tonnes of CO2e reductions per year from coal-to-gas switching within the power sector* | | | | | | | * See our most recent Climate Report on our website for additional information on how we calculate GHG intensity and CO2e reductions | | | | | | | | | | | | INNOVATE FOR THE FUTURE | | | | | | | | | | | | Investing in the energy evolution to lower carbon intensity and capture value | | | | | | | | | | | | Renewable Fuels | | Martinez, CA – Renewable Fuels Facility 50/50 Joint Venture | | Dickinson, ND – Renewable Diesel Facility | | | | Capital Allocation | | | | One of the largest marketers of renewable fuels in the U.S. | | Began producing renewable diesel | | Produced nearly | | | | | 40% of 2024 growth capital allocated to renewables and carbon-reduction projects | | | | | in the first quarter of 2023 | | 149 million gallons of renewable diesel in 2023 | | | | | | | | | | Expected capacity of over 730 million gallons/year | | | | | | | | | | EMBED SUSTAINABILITY | | | | | | | | | | | | Embracing sustainability in decision-making, how we engage our people and how we create value with stakeholders | | | | | | | | | | | | Promoting a Culture of Safety | | | | Engaging Our Stakeholders and Communities | | | | | | | | | •Safety is our number-one priority •Strong safety management systems and compliance programs | | | •Comprehensive approach to stakeholder engagement across the Company •Robust engagement with tribal stakeholders in our operational footprint | | | | | | | | American Fuel & Petrochemical Manufacturers (AFPM) Safety Awards Three MPC refineries recognized for top safety performance and innovation | | | | | | | | | | | | | | | | •Published Just Transition Report focused on the potential social impacts of the energy transition, and published a case study, “Working Toward a Just and Responsible Transition,” in our Sustainability Report •Regular dialogue with investor stewardship teams; reporting and disclosures aligned with TCFD, SASB, CDP and GRI | | | | | | | | Investing in Our Employees | | | | | | | | | | | | •Committed to building an engaged, energized and diverse workforce •Offering competitive pay and benefits and extensive professional development opportunities •MPC employee average tenure of 10 years •4,000+ employees belong to our employee network groups | | | | | | | | | | | | | | | | Leading in Sustainability | | | | | | | | | | | | | | •Member of Dow Jones Sustainability North America Index for fifth consecutive year | | | | | | | | | | | | •Human Rights Campaign Corporate Equality Index 100% score for four consecutive years | | | | |

  13. Marathon Petroleum Corporation

    | Executive Compensation Highlights | | | | | | | | | | | | | | | | | | Leading Executive Compensation Practices | | | | | | | | | | | | | | | | | | Our executive compensation program demonstrates our commitment to sound compensation and governance practices, promotes the objectives in our guiding principles and serves our shareholders’ long-term interests. | | | | | | | | | | | | | | | | | | ü | Majority of total target compensation is performance-based | | | | | | | | ü | Annual compensation risk assessment overseen by Compensation and Organization Development Committee | | | | | | | | ü | Performance measures align with shareholder interests | | | | | | | | | | | | | | | | | ü | Significant stock ownership requirements | | | | | | | | û | No guaranteed minimum bonuses | | | | | | | | ü | Performance metrics achievement capped at 200% | | | | | | | | û | No excise tax gross-ups | | | | | | | | ü | Clawback provisions for both long-term and short-term incentive awards | | | | | | | | û | No tax gross-ups on perquisites (other than for relocation reimbursements in limited circumstances) | | | | | | | | ü | “Double trigger” LTI vesting in a change of control | | | | | | | | û | No dividend equivalents paid on unvested awards | | | | | | | | ü | Executive and employee compensation tied to financial and non-financial performance | | | | | | | | û | Policy prohibiting executives from hedging or pledging our securities | | | | | | | | ü | Limited perquisites and personal benefits | | | | | | | | û | Discontinued grants of stock options | | | | | | | | 2023 Target Compensation | | | | | | | | | | | | | | | | | | The Compensation and Organization Development Committee believes using a mix of cash and equity compensation encourages and motivates our NEOs to achieve both our short-term and long-term business objectives. Consistent with our guiding principles that executive compensation should reward performance and be directly aligned with creating value for our shareholders, a substantial majority of our NEOs’ compensation is at-risk and based on performance metrics tied to our business strategy and culture. | | | | | | | | | | | | | | | | | | | | Base Salary | Annual Cash Bonus | | | MPC Performance Share Units | | | | | | MPC Restricted Stock Units | | | MPLX Phantom Units | | | CEO | | 10% | 16% | | | 44% | | | | | | 15% | | | 15% | | | | | | 60% Performance-Based | | | | | | | | | 30% Time-Based | | | | | | | | | 90% At-Risk | | | | | | | | | | | | | | | OTHER NEOs Average | | Base Salary | | Annual Cash Bonus | | | MPC Performance Share Units | | | | | | MPC Restricted Stock Units | | | MPLX Phantom Units | | | | 21% | | 18% | | | 37% | | | | | | 12% | | | 12% | | | | | | 55% Performance-Based | | | | | | | | | 24% Time-Based | | | | | | | | | 79% At-Risk | | | | | | | | | | | | | | Following is the target compensation for our NEOs under our 2023 executive compensation program. For additional information, see “Executive Compensation” beginning on page 35. | | | | | | | | | | | | | | | | | | Named Executive Officers | | | | | Annual Base Salary ($) | | | Target ACB (%) | | Target ACB ($) | Target Long-Term Incentives ($) | | | Total Target Compensation ($) | | | | Michael J. Hennigan President and CEO* | | | | | $1,750,000 | | | 165% | | $2,887,500 | $13,400,000 | | | $18,037,500 | | | | Maryann T. Mannen Executive Vice President and CFO* | | | | | $1,000,000 | | | 110% | | $1,100,000 | $4,000,000 | | | $6,100,000 | | | | Timothy J. Aydt Executive Vice President Refining | | | | | $845,000 | | | 100% | | $845,000 | $2,400,000 | | | $4,090,000 | | | | Suzanne Gagle General Counsel and Senior Vice President Government Affairs* | | | | | $750,000 | | | 80% | | $600,000 | $2,400,000 | | | $3,750,000 | | | | Gregory S. Floerke Executive Vice President and Chief Operating Officer of MPLX LP LLC | | | | | $620,000 | | | 70% | | $434,000 | $1,300,000 | | | $2,354,000 | | | | * Effective January 1, 2024, Ms. Mannen was elected President of MPC, and Mr. Hennigan ceased serving in that role. Mr. Hennigan continues to serve as our CEO. Effective January 5, 2024, Ms. Gagle retired following more than 30 years of service to MPC. | | | | | | | | | | | | | | | | |

  14. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 7 |

  15. Marathon Petroleum Corporation

    | ü | The Board of Directors recommends you vote FOR each of the following Class I director nominees: | | | | | | Abdulaziz F. Alkhayyal | Jonathan Z. Cohen | Michael J. Hennigan | Frank M. Semple |

  16. Marathon Petroleum Corporation

    | The Board of Directors, which oversees the management of our business and affairs, currently is divided into three classes of directors, with one class being elected each year for a three-year term. The Board has set the current number of directors at 13, with four directors in Class I, five directors in Class II, and four directors in Class III. Our shareholders elect one class each year for a three-year term. The members of Class I are due to stand for election at the 2024 Annual Meeting. | | As informed by our individual director evaluation process discussed further on page 23, our Board recommends that shareholders vote FOR the election to the Board of each Class I director nominee. We expect each nominee will be able to serve if elected. Any director vacancy may be filled by a majority vote of the remaining directors. Any director elected in this manner would hold office until expiration of the term of the class to which he or she has been elected. |

  17. Marathon Petroleum Corporation

    | | | | | | | | | | | | | | | | | | DIRECTOR SKILLS, EXPERTISE AND COMPOSITION* | | | | | | | | | | | | | | | | | MPC Board Tenure (years) | | 7 | 4 | 4 | 3 | 13 | 9 | 0 | 6 | 6 | 0 | 7 | 13 | 6 | 5.9 Years Average Tenure | | Director Independence | | ü | ü | | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 92% Independent | | Key Skills and Expertise | | | | | | | | | | | | | | | | | Senior Leadership | | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 13/13 | | Public Company CEO | | | ü | ü | ü | | ü | | | | ü | ü | ü | | 7/13 | | Risk Management | | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 13/13 | | Corporate Governance | | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 13/13 | | Finance & Accounting | | ü | ü | ü | ü | ü | ü | ü | | ü | ü | ü | ü | ü | 12/13 | | Energy Industry | | ü | ü | ü | ü | | | | ü | ü | | ü | ü | ü | 9/13 | | International Business | | ü | | ü | | ü | ü | ü | ü | ü | ü | ü | | | 9/13 | | Sustainability | | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 13/13 | | Environment | | | | ü | | | | | ü | | | ü | ü | ü | 5/13 | | Government, Legal & Regulatory | | | ü | | | ü | | | | ü | ü | | ü | ü | 6/13 | | Technology & Cybersecurity | | | ü | ü | | ü | | ü | | ü | | | | | 5/13 | | Age (at April 24, 2024) | | 70 | 53 | 64 | 72 | 68 | 74 | 54 | 73 | 57 | 58 | 65 | 69 | 71 | 65.2 Years Average Age | | Gender | Male | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | | ¡ | | | ¡ | ¡ | | 69% | | | Female | | | | | | | ¡ | | ¡ | ¡ | | | ¡ | 31% | | Race, Ethnicity and Native American Tribal Membership | | ¡ | | | ¡ | | | ¡ | | ¡ | | | | | 31% | | Total Diversity | | ¡ | | | ¡ | | | ¡ | | ¡ | ¡ | | | ¡ | 46% | | | | CLASS I | | | | CLASS II | | | | | CLASS III | | | | | | * Reflects expected composition of the Board following the Annual Meeting, assuming all Class I director nominees are elected. | | | | | | | | | | | | | | | |

  18. Marathon Petroleum Corporation

    | 8 | Marathon Petroleum Corporation |

  19. Marathon Petroleum Corporation

    | Abdulaziz F. Alkhayyal | | | | CLASS I DIRECTOR NOMINEE | | | | Retired Senior Vice President, Industrial Relations, Saudi Aramco | | | | | | Term expires 2024 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Finance & accounting | ü | Sustainability | | | ü | Risk management | ü | Energy industry | | | | | ü | Corporate governance | ü | International business | | | | | Career Highlights: | | | | | | | | v | Senior Vice President of Industrial Relations (2007-2014), Senior Vice President of Refining, Marketing and International (2001-2007), Senior Vice President, International Operations (2000-2001) of Saudi Arabian Oil Company (Saudi Aramco) | | | | | | Independent Director Age: 70 Director since: 2016 MPC Board Committees: Audit Compensation and Organization Development Sustainability and Public Policy, Vice Chair | | | | | | | | | v | Thirty-three year career at Saudi Aramco, beginning in various field positions and progressing through management roles of increasing responsibility | | | | | | | Other Public Company Directorships (current): Halliburton Company (since 2014); National Gas & Industrialization Company (since 2019) | | | | | | | | Other Public Company Directorships (within past five years): None | | | | | | | | Education: B.S., Mechanical Engineering, University of California, Irvine; M.B.A., University of California, Irvine; Advanced Management Program, University of Pennsylvania | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Director, Saudi Electricity Company (2018-2020) | | | | | | | | Member, Board of Directors for the International Youth Foundation | | | | | |

  20. Marathon Petroleum Corporation

    | Jonathan Z. Cohen | | | | CLASS I DIRECTOR NOMINEE | | | | Founder, CEO and President, Hepco Capital Management, LLC | | | | | | Term expires 2024 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Corporate governance | ü | Sustainability | | | ü | Public company CEO | ü | Finance & accounting | ü | Government, legal & regulatory | | | ü | Risk management | ü | Energy industry | ü | Technology & cybersecurity | | | Career Highlights: | | | | | | | | v | Founder, CEO and President of Hepco Capital Management, LLC, a private investment firm (since 2016) | | | | | | Independent Director Age: 53 Director since: 2019 MPC Board Committees: Audit, Vice Chair Corporate Governance and Nominating | v | Co-Chairman (2019-2021) and CEO (2018-2019), Osprey Technology Acquisition Corp., the predecessor of BlackSky Technology, Inc., a provider of real-time geospatial intelligence | | | | | | | v | Chairman of the Board (2018-2020) and CEO (2018), Falcon Minerals Corporation, a mineral rights acquisition and management company; Co-founder and CEO of its predecessor, Osprey Energy Acquisition Corp. (2017-2018) | | | | | | | v | President and CEO (2004-2016), Resource America, Inc., an asset management company | | | | | | | v | Co-founder and various executive roles at Atlas Pipeline Partners, LP and Atlas Energy, Inc. | | | | | | | Other Public Company Directorships (current): None | | | | | | | | Other Public Company Directorships (within past five years): Atlas Energy Group, LLC (2012-2019); Energen Corporation (2018-2019); Falcon Minerals Corporation (2017-2020); Osprey Technology Acquisition Corp. (2019-2021); Titan Energy, LLC (2016-2019) | | | | | | | | Education: B.A., University of Pennsylvania; J.D., American University Washington College of Law | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Co-founder, Castine Capital Management, LLC (2003-2020) | | | | | | | | Vice Chairman, Lincoln Center Theater; Trustee, East Harlem School; Trustee, Arete Foundation; Trustee, American School of Classical Studies in Athens, Greece | | | | | | | | Member, Board of Overseers, College of Arts and Sciences, University of Pennsylvania | | | | | |

  21. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 9 |

  22. Marathon Petroleum Corporation

    | Michael J. Hennigan | | | | CLASS I DIRECTOR NOMINEE | | | | CEO, Marathon Petroleum Corporation | | | | | | Term expires 2024 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Finance & accounting | ü | Sustainability | | | ü | Public company CEO | ü | Energy industry | ü | Environment | | | ü | Risk management | ü | International business | ü | Technology & cybersecurity | | | ü | Corporate governance | | | | | | | Career Highlights: | | | | | | | | v | CEO (since January 2024), President and CEO (2020-2023) and director (since 2020) of MPC; Chairman (since 2020), CEO (since 2019) and President and director (since 2017) of MPLX | | | | | | Management Director Age: 64 Director since: 2020 MPC Board Committees: Sustainability and Public Policy | | | | | | | | | v | President, Crude, NGL and Refined Products (2017), of the general partner of Energy Transfer Partners L.P., a natural gas and propane pipeline transport company | | | | | | | v | President and CEO (2012-2017), President and Chief Operating Officer (2010-2012) and Vice President, Business Development (2009-2010), of Sunoco Logistics Partners L.P., an energy service provider | | | | | | | Other Public Company Directorships (current): MPLX GP LLC* (since 2017); Nutrien Ltd. (since 2022) | | | | | | | | Other Public Company Directorships (within past five years): Tesoro Logistics GP, LLC (2018-2019) | | | | | | | | Education: B.S., Chemical Engineering, Drexel University | | | | | |

  23. Marathon Petroleum Corporation

    | Frank M. Semple | | | | CLASS I DIRECTOR NOMINEE | | | | Retired Chairman, President and CEO, MarkWest Energy Partners, L.P. | | | | | | Term expires 2024 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Corporate governance | ü | Sustainability | | | ü | Public company CEO | ü | Finance & accounting | | | | | ü | Risk management | ü | Energy industry | | | | | Career Highlights: | | | | | | | | v | Vice Chairman (2015-2016) and director (since 2015) of MPLX following MPLX’s acquisition of MarkWest Energy Partners, L.P. | | | | | | Independent Director Age: 72 Director since: 2021 (previous MPC Board member 2015-2018) MPC Board Committees: Audit Compensation and Organization Development | v | President and CEO (2003-2015) and Chairman (2008-2015) of MarkWest Energy Partners, L.P. | | | | | | | v | Twenty-two years of service with The Williams Companies, Inc. and WilTel Communications, progressing through management roles of increasing responsibility | | | | | | | Other Public Company Directorships (current): MPLX GP LLC* (since 2015) | | | | | | | | Other Public Company Directorships (within past five years): MPC (2015-2018); Tesoro Logistics GP, LLC (2018-2019); Tortoise Acquisition Corp. (2019-2020) | | | | | | | | Education: B.S., Mechanical Engineering, United States Naval Academy; Program for Management Development, Harvard Business School | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Service in the United States Navy | | | | | | | | Member, Board of Directors, Choctaw Global, LLC | | | | | | | | Chair, Board of Visitors, Semple Family Museum of Native American Art, Southeastern Oklahoma State University | | | | | |

  24. Marathon Petroleum Corporation

    | * Under our Corporate Governance Principles, due to their affiliate nature, concurrent service on the boards of MPC and MPLX GP LLC is counted as one public company board for purposes of assessing the level of public company board commitments. |

  25. Marathon Petroleum Corporation

    | 10 | Marathon Petroleum Corporation |

  26. Marathon Petroleum Corporation

    | Evan Bayh | | | | | | CLASS II DIRECTOR | | Senior Advisor, Apollo Global Management | | | | | | Term expires 2025 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Finance & accounting | ü | Government, legal & regulatory | | | ü | Risk management | ü | International business | ü | Technology & cybersecurity | | | ü | Corporate governance | ü | Sustainability | | | | | Career Highlights: | | | | | | | | v | Senior Advisor, Apollo Global Management, a private equity firm (since 2011) | | | | | | | v | U.S. Senator (1999-2011); served on Senate committees including Banking, Housing and Urban Affairs; Armed Services; Energy and Natural Resources; Select Committee on Intelligence; Small Business and Entrepreneurship; Special Committee on Aging; chaired the International Trade and Finance Subcommittee | | | | | | Independent Director Age: 68 Director since: 2011 MPC Board Committees: Corporate Governance and Nominating Sustainability and Public Policy, Chair | | | | | | | | | v | Governor of the State of Indiana (1989-1997); Secretary of State (1986-1989) | | | | | | | v | Senior Advisor and Of Counsel, Cozen O’Connor Public Strategies, a law firm (2018-2019) | | | | | | | v | Partner, McGuireWoods LLP, a global diversified law firm (2011-2018) | | | | | | | Other Public Company Directorships (current): Berry Global Group, Inc. (since 2011); Fifth Third Bancorp (since 2011); RLJ Lodging Trust (since 2011) | | | | | | | | Other Public Company Directorships (within past five years): None | | | | | | | | Education: B.S., Business Economics, Indiana University; J.D., University of Virginia School of Law | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Treasurer, Evan and Susan Bayh Foundation | | | | | |

  27. Marathon Petroleum Corporation

    | Charles E. Bunch | | | | | | CLASS II DIRECTOR | | Retired Chairman and CEO, PPG Industries, Inc. | | | | | | Term expires 2025 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Corporate governance | ü | Sustainability | | | ü | Public company CEO | ü | Finance & accounting | | | | | ü | Risk management | ü | International business | | | | | Career Highlights: | | | | | | | | v | Chairman and CEO (2005-2015) and Executive Chairman (2015-2016) of PPG Industries, Inc. a global supplier of paints and coatings | | | | | | Independent Director Age: 74 Director since: 2015 MPC Board Committees: Compensation and Organization Development Corporate Governance and Nominating, Chair | v | President, Chief Operating Officer and board member of PPG Industries (2002-2005) | | | | | | | v | Thirty-six year career at PPG Industries, serving in various roles in finance and planning, marketing and general management in the United States and Europe, including as Senior Vice President of Strategic Planning and Corporate Services and Executive Vice President, Coatings | | | | | | | Other Public Company Directorships (current): Mondelez International, Inc. (since 2016) | | | | | | | | Other Public Company Directorships (within past five years): ConocoPhillips (2014-2022); The PNC Financial Services Group, Inc. (2007-2022) | | | | | | | | Education: B.S., International Affairs, Georgetown University; M.B.A., Harvard University Graduate School of Business Administration | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Former Chairman, National Association of Manufacturers | | | | | | | | Former Chairman, board of the Federal Reserve Bank of Cleveland | | | | | |

  28. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 11 |

  29. Marathon Petroleum Corporation

    | Kimberly Ellison-Taylor | | | | | | CLASS II DIRECTOR | | Former Executive Director, Finance Thought Leadership, Oracle Corporation | | | | | | Term expires 2025 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Finance & accounting | ü | Technology & cybersecurity | | | ü | Risk management | ü | International business | | | | | ü | Corporate governance | ü | Sustainability | | | | | Career Highlights: | | | | | | | | v | Founder and CEO of KET Solutions, LLC, a consulting firm (since 2021) | | | | | | | v | Executive Director, Finance Thought Leadership (2019), Global Strategy Leader, Cloud Business Group (2018-2019), Global Strategy Director, Financial Services Industry Group (2015-2018), and Executive Director and Global Leader for Health, Human Services and Labor Solutions Group (2004-2015) of Oracle Corporation | | | | | | Independent Director Age: 54 Director since: 2024 MPC Board Committees: Audit Corporate Governance and Nominating | | | | | | | | | v | Chief Information & Technology Officer, Prince George’s County, Maryland (2001-2004) | | | | | | | Other Public Company Directorships (current): EverCommerce Inc. (since 2021); U.S. Bancorp (since 2021) | | | | | | | | Other Public Company Directorships (within past five years): None | | | | | | | | Education: B.A., Information Systems Management, University of Maryland; M.B.A., Business Administration and Decision Science, Loyola University Maryland; M.S., Information Technology Management, Carnegie Mellon University | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Member, Board of Directors, Mutual of Omaha Insurance Corporation (since 2020) | | | | | | | | Adjunct Professor, Heinz College of Information Systems and Public Policy, Carnegie Mellon University | | | | | | | | Former Chairman, American Institute of CPAs; Former Chairman, Association of International Certified Professional Accountants | | | | | | | | Certified public accountant; certified internal auditor; certified information systems auditor | | | | | |

  30. Marathon Petroleum Corporation

    | Edward G. Galante | | | | | | | CLASS II DIRECTOR | | Retired Senior Vice President and Management Committee Member, ExxonMobil Corporation | | | | | | | Term expires 2025 | | | Key Skills and Expertise | | | | | | | | | ü | Senior leadership | ü | Energy industry | ü | Environment | | | | ü | Risk management | ü | International business | | | | | | ü | Corporate governance | ü | Sustainability | | | | | | Career Highlights: | | | | | | | | | v | Senior Vice President and Management Committee member of ExxonMobil Corporation (2001-2006) | | | | | | | Independent Director Age: 73 Director since: 2018 MPC Board Committees: Compensation and Organization Development, Chair Sustainability and Public Policy | v | More than 30 years of service at ExxonMobil Corporation in roles of increasing responsibility, including Executive Vice President of ExxonMobil Chemical Company (1999-2001) | | | | | | | | Other Public Company Directorships (current): Celanese Corporation (since 2013), Lead Director (2016-2021); Clean Harbors, Inc. (since 2010), Lead Director (since 2023) | | | | | | | | | Other Public Company Directorships (within past five years): Andeavor (2016-2018); Linde PLC (2018-2023); Praxair, Inc. (2007-2018) | | | | | | | | | Education: B.S., Civil Engineering, Northeastern University; Advanced Executive Program, Northwestern University | | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | | Member, Board of Directors, United Way Foundation of Metropolitan Dallas | | | | | | | | | Vice Chairman, Board of Trustees, Northeastern University | | | | | | | | | Member, Board of Directors, Artis-Naples | | | | | | |

  31. Marathon Petroleum Corporation

    | 12 | Marathon Petroleum Corporation |

  32. Marathon Petroleum Corporation

    | Kim K.W. Rucker | | | | | | CLASS II DIRECTOR | | Former Executive Vice President, General Counsel and Secretary, Andeavor | | | | | | Term expires 2025 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Finance & accounting | ü | Sustainability | | | ü | Risk management | ü | Energy industry | ü | Government, legal & regulatory | | | ü | Corporate governance | ü | International business | ü | Technology & cybersecurity | | | Career Highlights: | | | | | | | | v | Executive Vice President, General Counsel and Secretary of Andeavor (2016-2018); Executive Vice President and General Counsel of Tesoro Logistics GP, LLC (2016-2018) | | | | | | Independent Director Age: 57 Director since: 2018 MPC Board Committees: Audit Compensation and Organization Development, Vice Chair Sustainability and Public Policy | v | Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary of Kraft Foods Group, Inc., a grocery manufacturing and processing company (2012-2015) | | | | | | | v | Senior Vice President, General Counsel and Chief Compliance Officer (2008-2012) and Corporate Secretary (2009-2012) of Avon Products, Inc. | | | | | | | v | Senior Vice President, Corporate Secretary and Chief Governance Officer of Energy Future Holdings Corp. (formerly TXU Corp.) (2004-2008) | | | | | | | v | Former Partner in the Corporate & Securities group at Sidley Austin LLP, a law firm | | | | | | | Other Public Company Directorships (current): Celanese Corporation (since 2018); HP Inc. (since 2021); GE Vernova* (since 2024) | | | | | | | | Other Public Company Directorships (within past five years): Lennox International Inc. (2015-2024) | | | | | | | | Education: B.B.A., Economics, University of Iowa; J.D., Harvard Law School; M.P.P., John F. Kennedy School of Government at Harvard University | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | * Spinoff as public company planned for second quarter 2024 | Member, Board of Trustees, Johns Hopkins Medicine | | | | | | | | Member, Board of Directors, Haven for Hope | | | | | |

  33. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 13 |

  34. Marathon Petroleum Corporation

    | Eileen P. Drake | | | | | | CLASS III DIRECTOR | | Former CEO and President, Aerojet Rocketdyne Holdings, Inc. | | | | | | Term expires 2026 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Corporate governance | ü | Sustainability | | | ü | Public company CEO | ü | Finance & accounting | ü | Government, legal & regulatory | | | ü | Risk management | ü | International business | | | | | Career Highlights: | | | | | | | | v | CEO and President (2015-2023) and Chief Operating Officer (2015) of Aerojet Rocketdyne Holdings, Inc. | | | | | | | v | Various roles in senior management at United Technologies Corporation (2003-2015), including as Division President, Pratt & Whitney AeroPower (2013-2015); Vice President, Operations (2009-2013); and Vice President, Operations & Quality, Environmental, Health & Safety and Achieving Competitive Excellence, Carrier Corp. (2006-2009) | | | | | | Independent Director Age: 58 Director since: 2024 MPC Board Committees: Compensation and Organization Development Sustainability and Public Policy | | | | | | | | | v | Seven years active duty in the U.S. Army, including as Aviator and Airfield Commander of Davison Army Airfield, Fort Belvoir, Virginia | | | | | | | Other Public Company Directorships (current): Woodward, Inc. (since 2017) | | | | | | | | Other Public Company Directorships (within past five years): Aerojet Rocketdyne Holdings, Inc. (2015-2023) | | | | | | | | Education: B.A., International Politics, College of New Rochelle; M.B.A., Butler University | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Former member, National Board of Directors, Girl Scouts of the USA | | | | | | | | Former member, Board of Governors, Aerospace Industries Association | | | | | | | | Former member, National Space Council Users’ Advisory Group | | | | | |

  35. Marathon Petroleum Corporation

    | J. Michael Stice | | | | | | CLASS III DIRECTOR | | Professor, The University of Oklahoma | | | | | | Term expires 2026 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Corporate governance | ü | International business | | | ü | Public company CEO | ü | Finance & accounting | ü | Sustainability | | | ü | Risk management | ü | Energy industry | ü | Environment | | | Career Highlights: | | | | | | | | v | Dean, Mewbourne College of Earth & Energy at The University of Oklahoma (2015-2022) | | | | | | | v | CEO (2009-2014) and member of the board of directors (2012-2015) of Access Midstream Partners L.P., a publicly traded gathering and processing master limited partnership | | | | | | Independent Director Age: 65 Director since: 2017 MPC Board Committees: Audit Corporate Governance and Nominating, Vice Chair Sustainability and Public Policy | | | | | | | | | v | Nearly 30 years of service in positions of increasing responsibility at ConocoPhillips and its predecessor companies, including as President of ConocoPhillips Qatar (2003-2008) | | | | | | | Other Public Company Directorships (current): Kosmos Energy Ltd. (since 2023); MPLX GP LLC* (since 2018) | | | | | | | | Other Public Company Directorships (within past five years): Spartan Acquisition Corp. II (2020-2021); Spartan Acquisition Corp. III (2021-2022); Spartan Energy Acquisition Corp. (2018-2020); U.S. Silica Holdings, Inc. (2013-2021) | | | | | | | | Education: B.S., Chemical Engineering, The University of Oklahoma; M.S., Business, Stanford University; Ed.D, Organizational Leadership, The George Washington University | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Member, Board of Advisors, Energy Institute, The University of Oklahoma | | | | | | | | Co-leader, Oklahoma Solve Climate by 2030, Center for Environmental Policy at Bard College | | | | | |

  36. Marathon Petroleum Corporation

    | * Under our Corporate Governance Principles, due to their affiliate nature, concurrent service on the boards of MPC and MPLX GP LLC is counted as one public company board for purposes of assessing the level of public company board commitments. |

  37. Marathon Petroleum Corporation

    | 14 | Marathon Petroleum Corporation |

  38. Marathon Petroleum Corporation

    | John P. Surma | | | | | | CLASS III DIRECTOR | | Chairman of the Board, Marathon Petroleum Corporation | | | | | | Term expires 2026 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Corporate governance | ü | Sustainability | | | ü | Public company CEO | ü | Finance & accounting | ü | Environment | | | ü | Risk management | ü | Energy industry | ü | Government, legal & regulatory | | | Career Highlights: | | | | | | | | v | CEO (2004-2013) and Chairman (2006-2013), President and Chief Operating Officer (2003-2004), and Vice Chairman and CFO (2002-2003) of United States Steel Corporation | | | | | | Independent Chairman Age: 69 Director since: 2011 | v | Executive roles at Marathon Oil Corporation (1997-2001), including President, Speedway SuperAmerica LLC, and President, Marathon Ashland Petroleum | | | | | | | v | Price Waterhouse LLP (1976-1997), admitted to the partnership in 1987 | | | | | | | Other Public Company Directorships (current): MPLX GP LLC* (since 2012); Public Service Enterprise Group Inc. (since 2019); Trane Technologies plc (since 2013) | | | | | | | | Other Public Company Directorships (within past five years): Concho Resources Inc. (2014-2020) | | | | | | | | Education: B.S., Accounting, Pennsylvania State University | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Chairman, board of the University of Pittsburgh Medical Center | | | | | | | | Former Chair, board of the Federal Reserve Bank of Cleveland | | | | | | | | Former Vice Chairman, President’s Advisory Committee for Trade Policy and Negotiations | | | | | | | | Former Chairman, board of the National Safety Council | | | | | |

  39. Marathon Petroleum Corporation

    | Susan Tomasky | | | | | | | CLASS III DIRECTOR | | Retired President, AEP Transmission, a business division of American Electric Power Co. | | | | | | | Term expires 2026 | | | Key Skills and Expertise | | | | | | | | | ü | Senior leadership | ü | Finance & accounting | ü | Environment | | | | ü | Risk management | ü | Energy industry | ü | Government, legal & regulatory | | | | ü | Corporate governance | ü | Sustainability | | | | | | Career Highlights: | | | | | | | | | v | President of AEP Transmission, a division of American Electric Power Co., Inc. (2008-2011) | | | | | | | | v | Various executive officer positions at American Electric Power Co., including Executive Vice President and General Counsel (1998-2001), Executive Vice President of Finance and CFO (2001-2006), and Executive Vice President of Shared Services (2006-2008) | | | | | | | Independent Director Age: 71 Director since: 2018 MPC Board Committees: Audit, Chair Sustainability and Public Policy | | | | | | | | | | v | Former Partner in the Energy Group at Hogan & Hartson (now Hogan Lovells), a law firm | | | | | | | | v | General Counsel, Federal Energy Regulatory Commission (1993-1997) | | | | | | | | Other Public Company Directorships (current): Fidelity Equity and High Income Mutual Funds (since 2020); Public Service Enterprise Group Inc. (since 2012), Lead Director (since 2022) | | | | | | | | | Other Public Company Directorships (within past five years): Andeavor (2011-2018), Lead Director (2015-2018); Summit Midstream Partners GP, LLC (2012-2018) | | | | | | | | | Education: B.L.A., University of Kentucky; J.D., The George Washington University Law School | | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | | Former Director, board of the Federal Reserve Bank of Cleveland | | | | | | | | | Member, Board of Trustees, Kenyon College | | | | | | |

  40. Marathon Petroleum Corporation

    | * Under our Corporate Governance Principles, due to their affiliate nature, concurrent service on the boards of MPC and MPLX GP LLC is counted as one public company board for purposes of assessing the level of public company board commitments. |

  41. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 15 |

  42. Marathon Petroleum Corporation

    | Our Corporate Governance Framework | | Core Governance Documents | | Our Bylaws, Corporate Governance Principles and the charters of our Board committees together implement the governance philosophy we believe is best for our shareholders. They address, among other things, the primary roles, responsibilities and oversight functions of the Board and its standing committees; director independence; the process for director selection; director qualifications; outside commitments; Board, committee and individual director evaluations; director indemnification and shareholder rights; director compensation; and director retirement and resignation. | | Codes of Business Conduct and Ethics | | Our Code of Business Conduct, which applies to all of our directors, officers and employees, defines our expectations for ethical decision-making, accountability and responsibility. Our Code of Ethics for Senior Financial Officers, which is specifically applicable to our CEO, CFO, Controller, Treasurer and other leaders performing similar functions, affirms the principle that the honesty, integrity and sound judgment of our senior officers with responsibility for preparation and certification of our financial statements are essential to the proper functioning and success of our Company. These codes are available on our website as noted below, and printed copies are available upon request to our Chief Legal Officer and Corporate Secretary. We would post on our website any amendments to, or waivers from, either of these codes requiring disclosure under applicable rules within four business days following any such amendment or waiver. | | Additional Governance Documents | | Our Whistleblowing as to Accounting Matters Policy establishes procedures for the receipt, retention and treatment of any complaints we receive regarding accounting, internal accounting controls or auditing matters, and provides for the confidential, anonymous submission of concerns by our employees or others regarding questionable accounting or auditing matters. | | Our Conflicts of Interest Policy provides guidance on recognizing and resolving real or apparent conflicts of interest. This policy acknowledges that business decisions on behalf of the Company must be made through the exercise of independent judgment in the Company’s best interests and not influenced by personal interests. |

  43. Marathon Petroleum Corporation

    | 8 | | | | | | | | FIND MORE AT WWW.MARATHONPETROLEUM.COM | | | | The following are available under the “Investors” tab of our website, by selecting “Corporate Governance”: | | | | | | Ø | Bylaws | | Ø | Code of Ethics for Senior Financial Officers | | Ø | Corporate Governance Principles | | Ø | Whistleblowing as to Accounting Matters Policy | | Ø | Code of Business Conduct | | Ø | Conflicts of Interest Policy | | Our Board committee charters, and other information about our Board, are available under the “About” tab of our website, by selecting “Board of Directors.” | | | | |

  44. Marathon Petroleum Corporation

    | Board Composition and Director Selection | | Our Corporate Governance Principles set forth the processes for director selection and the establishment of director qualifications. The Board has delegated the director recruitment process to the Corporate Governance and Nominating Committee with input from our Chairman. | | The Board believes that it, as a whole, should possess the combination of skills, professional experience, and diversity of backgrounds and viewpoints necessary to oversee our business and ensure an effective mix of perspectives. Accordingly, the Board and the Corporate Governance and Nominating Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs. In developing long-term plans for Board composition, the Corporate Governance and Nominating Committee takes into consideration the current strengths, skills and experience of members of the Board, their outside commitments, our director retirement policy and our strategic direction. |

  45. Marathon Petroleum Corporation

    | 16 | Marathon Petroleum Corporation |

  46. Marathon Petroleum Corporation

    | Director Candidates | | The Corporate Governance and Nominating Committee assesses candidates for membership on the Board. The Committee may work with a third-party professional search firm to assist with identifying and evaluating director candidates and their credentials. The Committee has the authority to retain and terminate any such firm, including the authority to approve the firm’s fees and other retention terms. The Committee retained Spencer Stuart to assist in identifying and evaluating potential director candidates for its most recent director search, which culminated in the appointment of Mses. Drake and Ellison-Taylor to the Board effective March 1, 2024. | | The Corporate Governance and Nominating Committee may also consider candidates recommended by shareholders. Shareholder candidates will be evaluated using the same criteria for director selection described above. See “Proxy Access” on page 19 for more information on the proxy access provision of our Bylaws and “When must shareholder proposals and director nominations be submitted for the 2025 annual meeting?” on page 83 for information on how to submit director nominations for our 2025 annual meeting in accordance with our Bylaws. |

  47. Marathon Petroleum Corporation

    | Board Refreshment | | The Board is committed to striking a balance between retaining directors with deep knowledge of the Company and seeking fresh perspectives in its recruiting efforts. Our robust Board and individual director evaluation process, discussed on page 23, supports this objective. Further, our Corporate Governance Principles provide that directors may not stand for reelection once they reach age 73. The average tenure of our directors is 5.9 years. |

  48. Marathon Petroleum Corporation

    | Commitment to Board Diversity | | | | | | The Board believes that having a variety of perspectives among its members contributes to more effective oversight and decision-making. Our Corporate Governance Principles emphasize the importance of diversity of director backgrounds and experiences and expressly affirm the Board’s commitment to actively seek women candidates and candidates of diverse ethnic and racial backgrounds as it recruits the most qualified directors with the requisite experience and skills. | | | Since 2018, the Board has appointed eight independent directors. Of these, five have been women, including three women of diverse ethnic/racial backgrounds. The Board’s most recent appointments, Mses. Drake and Ellison-Taylor, add to the Board’s key skills and expertise and contribute to the Board’s current 31% gender diversity and 46% overall diversity. | | | | CURRENT BOARD COMPOSITION |

  49. Marathon Petroleum Corporation

    | Director Independence | | A director is considered independent if the Board affirmatively determines that he or she meets the independence standards in our Corporate Governance Principles, has no material relationship with us other than as a director and satisfies the independence requirements of the NYSE and applicable SEC rules. The Board determines director independence at least annually, considering all relevant facts and circumstances including, without limitation: |

  50. Marathon Petroleum Corporation

    | •Transactions between MPC and the director, immediate family members of the director or organizations with which the director is affiliated; | | •Any service by the director on the board of a company with which we conduct business; | | •The frequency and dollar amounts associated with any such transactions; and | | •Whether any such transactions are at arm’s length in the ordinary course of business and on terms and conditions similar to those with unrelated parties. |

  51. Marathon Petroleum Corporation

    | Based on these criteria, the Board has determined that each of the following directors is independent: |

  52. Marathon Petroleum Corporation

    | Abdulaziz F. Alkhayyal | Jonathan Z. Cohen | Edward G. Galante | J. Michael Stice | Toni Townes-Whitley (concluded Board service June 30, 2023) | | Evan Bayh | Eileen P. Drake | Kim K.W. Rucker | John P. Surma | | | Charles E. Bunch | Kimberly Ellison-Taylor | Frank M. Semple | Susan Tomasky | |

  53. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 17 |

  54. Marathon Petroleum Corporation

    | Director Skills and Expertise | | In evaluating director candidates and recommending incumbent directors for renomination, the Corporate Governance and Nominating Committee considers a wide range of backgrounds, critical skills, perspectives and expertise that it believes contribute to sound governance and effective oversight of our operations, risks and long-term strategy. All directors must possess integrity, good judgment, a strong work ethic, a collaborative approach to engagement, a record of public service and the ability to devote sufficient time to our affairs. In addition, the Committee has identified the following key skills and areas of expertise that should be represented on the Board*: |

  55. Marathon Petroleum Corporation

    | | | | | | | | Senior Leadership | Experience in significant leadership positions provides the necessary skills to develop and oversee our strategy, drive long-term value, and motivate and retain individual leaders. | 13 | | | | | | Directors | | | | Public Company CEO | Leadership experience as a chief executive officer of a large, public company provides unique perspective and ability to effectively advise and oversee the performance of our CEO. | 7 | | | | | | Directors | | | | Risk Management | Experience in identifying, prioritizing and managing a broad spectrum of risks provides skills critical to the Board’s oversight of our risk assessment and risk management programs. | 13 | | | | | | Directors | | | | Corporate Governance | Service on other public company boards and committees provides knowledge critical to the governance of our organization and insight into board management and oversight functions. | 13 | | | | | | Directors | | | | Finance & Accounting | An understanding of finance, accounting and financial reporting processes provides the financial acumen necessary to understand and evaluate our capital structure and oversee our financial performance and long-term strategic planning. | 12 | | | | | | Directors | | | | Energy Industry | Leadership experience in the energy industry, particularly in refining and logistics operations, provides practical understanding of our business and effective oversight in implementing our strategy. | 9 | | | | | | Directors | | | | International Business | Experience working outside the U.S. or leading a global business provides valuable business knowledge and perspective on our international operations and global commodity trade. | 9 | | | | | | Directors | | | | Sustainability | Experience overseeing, operating or advising on matters of sustainable energy, corporate social responsibility or human capital management supports effective oversight over these matters and reinforces our commitment to creating shared value with our stakeholders. | 13 | | | | | | Directors | | | | Environment | Expertise in environmental policy and emerging technologies strengthens oversight and helps ensure that our business strategies are aligned with the evolving energy landscape as we strive to meet the energy needs of today while investing in an energy-diverse future. | 5 | | | | | | Directors | | | | Government, Legal & Regulatory | As we operate in a heavily regulated industry, expertise in government, legal or regulatory functions provides insight and perspective helpful to navigating these complex issues. | 6 | | | | | | Directors | | | | Technology & Cybersecurity | Experience in leading innovative technological strategies and/or cybersecurity oversight provides knowledge critical to support digital transformation and management of cyber risks. | 5 | | | | | | Directors | |

  56. Marathon Petroleum Corporation

    | * Reflects expected composition of the Board following the Annual Meeting, assuming all Class I director nominees are elected. |

  57. Marathon Petroleum Corporation

    | Specific information about the key qualifications and experience of each director and director nominee can be found beginning on page 8 under “Proposal 1. Election of Directors.” |

  58. Marathon Petroleum Corporation

    | Majority Voting for Directors | | Our Bylaws include a majority vote standard for uncontested director elections, which requires that a nominee for director in an uncontested election receive a majority of votes cast at a shareholder meeting in order to be elected to the Board. Any director nominee who does not receive a majority of the votes cast is required to submit an irrevocable resignation to the Corporate Governance and Nominating Committee, which will make a recommendation to the Board as to whether to accept or reject the resignation or take other action. The Board will, within 90 days following certification of the election results, publicly disclose its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision. |

  59. Marathon Petroleum Corporation

    | 18 | Marathon Petroleum Corporation |

  60. Marathon Petroleum Corporation

    | Proxy Access | | Proxy access refers to the right of shareholders meeting certain ownership criteria to nominate director candidates for inclusion in our proxy materials for our annual meeting. Our Bylaws provide that a shareholder, or group of up to 20 shareholders, that has owned at least 3% of our outstanding common stock for at least three years may nominate directors to our Board and include the nominees in our proxy materials to be voted on at our annual meeting. The maximum number of shareholder nominees that will be included in our proxy materials with respect to an annual meeting is the greater of two nominees or 20% (rounded down to the nearest whole number) of the number of directors then serving on the Board. A shareholder who seeks to nominate a director or directors to our Board must provide proper notice to our Corporate Secretary and satisfy the other requirements specified in our Bylaws. |

  61. Marathon Petroleum Corporation

    | Board Leadership and Function |

  62. Marathon Petroleum Corporation

    | Independent Chairman of the Board | | Our Corporate Governance Principles provide the Board with the flexibility to exercise its business judgment on behalf of shareholders and choose the optimal leadership for the Board depending upon the Company’s particular needs and circumstances at a given time. The independent members of the Board elect the Chairman and, as part of this election, review whether to combine or separate the roles of Chairman and CEO. | | Throughout our history as a public company, the Board has selected the leadership structure it determined was best for the Company at that time. The Board was led by an independent Chairman from 2011, when we became a public company, to 2016. The Board combined the Chairman and CEO roles from 2016 to 2020, and then determined to separate them again in 2020. In making each determination to separate or combine the Chairman and CEO roles, the Board took into consideration many factors, including the Board’s role in oversight, the skills, qualifications and experience of our then-serving directors, the evolving needs of our Company, how our leadership structure was functioning and the views of our shareholders. These adjustments to leadership structure over time demonstrate the Board’s thoughtful approach in evaluating and implementing the best leadership structure for the Board depending upon the Company’s circumstances at a given time. Changes in the Board’s leadership structure are reflected on our website shortly after becoming effective and disclosed in compliance with applicable regulatory requirements. | | Mr. Surma has led the Board as its independent Chairman since 2020. The Board believes that this leadership structure, which separates the Chairman and CEO roles, is appropriate at this time in light of MPC’s business and operating environment. Mr. Surma, a long-standing member of the Board, has in-depth knowledge of the issues, challenges and opportunities facing MPC. As such, the Board believes that he is best positioned at this time to assure that the Board’s time and attention are focused on the most critical matters. His role ensures decisive independent leadership and clear accountability. |

  63. Marathon Petroleum Corporation

    | INDEPENDENT CHAIRMAN | | | | | | Key Responsibilities | | | | Provides leadership to the Board and ensures the effective discharge of its duties through: ◦Approving Board meeting agendas and schedules ◦Presiding at Board meetings and executive sessions of non-management directors ◦Assisting the Corporate Governance Committee Chair with director recruitment, committee composition, committee chair selection and the Board’s self-evaluation process ◦Assisting with the evaluation of CEO performance Supports company management through: ◦Acting as an advisor to the CEO and other officers ◦Providing feedback to the CEO following executive sessions of non-management directors ◦Facilitating effective communications between the directors and management Promotes engagement with shareholders through: ◦Calling, and presiding as Chairman at, shareholder meetings ◦Directly communicating with our shareholders and stakeholders, as appropriate | | | John P. Surma | | | | Independent Chairman since 2020 Director since 2011 | |

  64. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 19 |

  65. Marathon Petroleum Corporation

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

  66. Marathon Petroleum Corporation

    | AUDIT COMMITTEE | | | | | | Key Responsibilities | | | | ◦Appoints, compensates and oversees the performance of the independent auditor, including approval of all services to be performed by the auditor ◦Reviews with management, the independent auditor and our internal auditors the integrity of our disclosure controls and procedures, annual and quarterly financial statements and internal controls over financial reporting ◦Oversees the internal audit function, including its structure and budget, and the performance and compensation of the chief audit executive ◦Reviews with management significant corporate risk exposures and risk mitigation efforts ◦Reviews and assesses the effectiveness of our information technology controls relating to business continuity, data privacy and cybersecurity ◦Monitors compliance with legal and regulatory requirements, our Codes of Business Conduct and Ethics for Senior Financial Officers and Whistleblowing as to Accounting Matters Policy ◦Reviews legislative and regulatory issues affecting ESG and climate risk disclosures within the financial reporting framework and monitors developments in integrated reporting for alignment with financial reporting ◦Has authority to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company, and to retain independent legal, accounting, or other advisors or consultants | | | Susan Tomasky, Chair(1) | | | | Members: Jonathan Z. Cohen, Vice Chair(1) Abdulaziz F. Alkhayyal(1) Kimberly Ellison-Taylor(1)(2) Kim K.W. Rucker(3) Frank M. Semple J. Michael Stice(1) Toni Townes-Whitley(4) | | | | Meetings in 2023: 5 | | | | Independent Directors: 100% | | | | (1) Audit Committee financial expert (2) Effective March 1, 2024 (3) Effective October 1, 2023 (4) March 1, 2023 to June 30, 2023 | |

  67. Marathon Petroleum Corporation

    | The Board has determined that each member of the Audit Committee meets the applicable SEC and NYSE independence requirements and is financially literate. No member of the Audit Committee serves on the audit committees of more than three public companies, including ours. |

  68. Marathon Petroleum Corporation

    | COMPENSATION AND ORGANIZATION DEVELOPMENT COMMITTEE | | | | | | Key Responsibilities | | | | ◦Establishes our executive compensation guiding principles and determines our executive compensation policies and procedures consistent with such principles ◦Oversees the CEO’s annual development of goals and objectives, and evaluates the CEO’s performance ◦Sets compensation and approves benefit plans and perquisites for the CEO and designated positions, including our NEOs ◦Oversees our incentive compensation plans, sets metrics thereunder, and certifies achievement of performance levels ◦Reviews with the CEO the succession plan for senior management ◦Oversees our human capital management strategies and policies ◦Oversees our engagement with stakeholders on compensation and human capital management matters | | | Edward G. Galante, Chair | | | | Members: Kim K.W. Rucker, Vice Chair(1) Abdulaziz F. Alkhayyal Charles E. Bunch Eileen P. Drake(2) Frank M. Semple Toni Townes-Whitley(3) | | | | | To the extent permitted by NYSE listing standards and applicable law, the Compensation and Organization Development Committee is authorized under its charter to delegate any of its responsibilities to a subcommittee comprised of one or more of its members, and certain of its responsibilities or to one or more officers of MPC. See “Executive Compensation” beginning on page 35 for additional information about the Committee and its responsibilities and actions. | | | Meetings in 2023: 6 | | | | Independent Directors: 100% | | | | (1) Effective October 1, 2023 (2) Effective March 1, 2024 (3) March 1, 2023 to June 30, 2023 | |

  69. Marathon Petroleum Corporation

    | The Board has determined that each member of the Compensation and Organization Development Committee meets the applicable SEC and NYSE independence requirements. |

  70. Marathon Petroleum Corporation

    | 20 | Marathon Petroleum Corporation |

  71. Marathon Petroleum Corporation

    | CORPORATE GOVERNANCE AND NOMINATING COMMITTEE | | | | | | Key Responsibilities | | | | ◦Evaluates and makes recommendations to the Board concerning the appropriate size and composition of the Board ◦Reviews and makes recommendations regarding the Board’s leadership structure ◦Selects and recommends director candidates to the Board to be submitted for election at annual meetings and to fill any vacancies on the Board ◦Makes recommendations concerning the Board’s standing committees, including committee structure, leadership, membership and charters ◦Monitors our corporate governance practices and recommends to the Board appropriate corporate governance policies and procedures ◦Reviews and recommends to the Board compensation for our non-employee directors ◦Reviews and makes recommendations with respect to director resignations tendered in accordance with the Corporate Governance Principles ◦Oversees the evaluation of the Board, its committees and individual directors ◦Reviews legislative and regulatory issues affecting corporate governance ◦Oversees our engagement with stakeholders on corporate governance matters | | | Charles E. Bunch, Chair | | | | Members: J. Michael Stice, Vice Chair Evan Bayh Jonathan Z. Cohen Kimberly Ellison-Taylor(1) | | | | Meetings in 2023: 5 | | | | Independent Directors: 100% | | | | (1) Effective March 1, 2024 | |

  72. Marathon Petroleum Corporation

    | The Board has determined that each member of the Corporate Governance and Nominating Committee meets the applicable SEC and NYSE independence requirements. |

  73. Marathon Petroleum Corporation

    | SUSTAINABILITY AND PUBLIC POLICY COMMITTEE | | | | | | Key Responsibilities | | | | ◦Oversees our sustainability, ESG, and health, environmental, safety and security policies and programs, and reviews our performance thereunder ◦Reviews our annual Sustainability Report and Climate-Related Scenarios report, and other key sustainability disclosures, available at www.marathonpetroleum.com/Sustainability/ ◦Oversees the establishment of our sustainability targets ◦Oversees our governance framework and budgets for political contributions and lobbying expenditures, and reviews key disclosures regarding such contributions ◦Oversees our framework for the development of our public policy positions ◦Oversees our commitment to safety, including our safety culture, leadership of safety programs and general safety performance ◦Reviews legislative and regulatory developments affecting sustainability, ESG and public policy matters ◦Oversees our engagement with stakeholders on sustainability, ESG and public policy matters | | | Evan Bayh, Chair | | | | Members: Abdulaziz F. Alkhayyal, Vice Chair Eileen P. Drake(1) Edward G. Galante Michael J. Hennigan Kim K.W. Rucker J. Michael Stice Susan Tomasky | | | | Meetings in 2023: 4 | | | | Independent Directors: 86% | | | | (1) Effective March 1, 2024 | |

  74. Marathon Petroleum Corporation

    | Each of the Board’s four standing committees operates under a written charter adopted by the Board. These charters are available under the “About” tab of our website, by selecting “Board of Directors.” Each charter requires the applicable committee to annually assess and report to the Board on the adequacy of its charter. |

  75. Marathon Petroleum Corporation

    | EXECUTIVE COMMITTEE | | In addition to the four standing committees, the Board maintains an Executive Committee, which meets as necessary to address matters that arise between Board meetings and may exercise the powers and authority of the Board subject to specific limitations consistent with our Bylaws and applicable law. The Executive Committee is composed of the independent Chairman, the CEO and the Chair of each of the Board’s four standing committees. |

  76. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 21 |

  77. Marathon Petroleum Corporation

    | SUCCESSION COMMITTEE | | In 2023, the Board formed a special committee, composed of Messrs. Galante (chair), Cohen, Stice and Surma and Ms. Rucker, to focus on succession planning for the CEO role, including a review of succession candidates and consideration of any waiver or extension of our mandatory retirement policy. The Succession Committee met two times in 2023. |

  78. Marathon Petroleum Corporation

    | Board Meetings and Attendance | | | The Board met nine times in 2023. Our Corporate Governance Principles set forth the expectation that directors will attend and actively participate in Board meetings. In 2023, each director attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served, and our incumbent directors’ attendance at such meetings averaged 99%. As independent Chairman, Mr. Surma attends committee meetings but is not a member of any Board committee. | | | | 2023 Board/committee meeting attendance (avg.) | | Our Corporate Governance Principles provide that the non-employee directors will hold regular executive sessions, presided over by the independent Chairman, without the CEO or management present. The non-employee directors held nine such executive sessions in 2023. | | | | 2023 annual meeting attendance | | All directors are expected to attend our annual meeting. All members of the Board attended the virtual annual meeting of shareholders held on April 26, 2023. | |

  79. Marathon Petroleum Corporation

    | Director Commitments | | Directors are encouraged to serve on the boards of directors of other companies, as the Board believes such service broadens and deepens our directors’ knowledge and experience. Our Corporate Governance Principles set forth certain limitations on director service to ensure that each director’s outside directorships do not interfere with his or her ability to meet the responsibilities and expectations of service on our Board. |

  80. Marathon Petroleum Corporation

    | Director Category | Limit on Public Company Board Service, Including MPC* | | | Non-employee director | | 4 boards maximum | | Director serving as a non-executive board chair or lead independent director of a public company | | 4 boards maximum | | Director serving as an executive officer of a public company | | 2 boards maximum |

  81. Marathon Petroleum Corporation

    | * Messrs. Hennigan, Semple, Stice and Surma currently also serve on the board of MPLX GP LLC, our wholly owned subsidiary. Under our Corporate Governance Principles, due to their affiliate nature, concurrent service on the boards of MPC and MPLX GP LLC is counted as one public company board for purposes of assessing the level of public company board commitments. |

  82. Marathon Petroleum Corporation

    | The Corporate Governance and Nominating Committee conducts an annual review of director commitments, including consideration of directorships and any leadership positions held at other public and private companies and nonprofit entities, and has determined that all directors currently comply with these guidelines. |

  83. Marathon Petroleum Corporation

    | Director Orientation and Education | | | To ensure directors maintain the necessary knowledge to perform their responsibilities and effectively oversee MPC, members of our Board are provided a variety of learning opportunities throughout the year. | | | Orientation | Our orientation program for new directors includes meetings with and presentations by senior management. This offers a new director the opportunity to receive one-on-one time with management to discuss various aspects of our business. | | External Programs | We encourage directors to attend, at our expense, director continuing education programs. In 2023, several of our directors attended programs specifically focused on board leadership and diversity, corporate governance developments, cybersecurity risk, climate risk strategy and disclosure, finance and internal audit, and human capital management. Several directors also attended symposiums sponsored by outside organizations that are designed as continuing director education on many topics relevant to public company board service. | | Educational Presentations on Relevant Topics | We also provide ongoing director education through presentations at Board and committee meetings, and regularly invite significant investors, subject matter experts and public sector representatives to speak to the Board. |

  84. Marathon Petroleum Corporation

    | 22 | Marathon Petroleum Corporation |

  85. Marathon Petroleum Corporation

    | Board Evaluations | | Our Corporate Governance Principles provide for a robust annual Board, committee and individual director evaluation process, administered by the Corporate Governance and Nominating Committee. |

  86. Marathon Petroleum Corporation

    | Board and Committee Evaluations | Each director provides written responses to questions designed to enhance Board and committee effectiveness through the identification of actionable recommendations. The evaluation questions seek feedback on, among other things, Board and committee operation, composition and organization; Board dynamics; director skills; short- and long-term Board goals and objectives; committee effectiveness; and the performance of the Board and its committees in light of the responsibilities of each body as established in our governance documents. | Analysis and Discussion | | | | | ü | Summary reports of director feedback are compiled and provided to all directors. | | | | ü | The Chairman leads a discussion of Board evaluation results with all of the directors as a group. | | | | ü | Each committee’s Chair leads a discussion of committee results at a committee meeting and reports out to the full Board. | | Individual Peer and Self- Evaluations | Our Corporate Governance Principles provide for an enhanced process to evaluate the individual performance of each director whose term expires at the next annual meeting and is eligible for reelection. This is typically accomplished by means of a written evaluation completed by each of the director’s peers. Each evaluated director also completes a written self-evaluation on his/her own performance. | | | | | | ü | The Chairman and the Chair of the Corporate Governance and Nominating Committee jointly conduct discussions of individual evaluation results with each evaluated director. | | Governance Document Review | Each director reviews the Corporate Governance Principles and the charter of each committee on which he or she serves, and provides feedback and revision suggestions as deemed appropriate. | | |

  87. Marathon Petroleum Corporation

    | Our Corporate Governance and Nominating Committee believes this process, which combines the opportunity for each director to individually reflect on Board and committee effectiveness with a collaborative discussion on performance, as well as a review of each individual director prior to his or her nomination for reelection, provides a meaningful assessment tool and a forum for discussing areas for improvement. |

  88. Marathon Petroleum Corporation

    | Communicating with the Board | | All interested parties, including shareholders, may communicate directly with the Board, the Chairs of the Board’s standing committees and the independent directors, including our Chairman. |

  89. Marathon Petroleum Corporation

    | MAIL | | | Communications may be sent by regular mail to our principal executive offices, to the attention of: | | | Chief Legal Officer and Corporate Secretary Marathon Petroleum Corporation 539 South Main Street Findlay, OH 45840 | | | EMAIL | | | Independent Directors (individually or as a group) | non-managedirectors@marathonpetroleum.com | | Audit Committee Chair | auditchair@marathonpetroleum.com | | Compensation and Organization Development Committee Chair | compchair@marathonpetroleum.com | | Corporate Governance and Nominating Committee Chair | corpgovchair@marathonpetroleum.com | | Sustainability and Public Policy Committee Chair | sustainabilitychair@marathonpetroleum.com |

  90. Marathon Petroleum Corporation

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

  91. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 23 |

  92. Marathon Petroleum Corporation

    | Key Areas of Board Oversight | | Oversight of Risk Management | | Among the Board’s most important functions is overseeing risk management. Our risk management framework fosters close interaction among the Board, its committees and our senior management. |

  93. Marathon Petroleum Corporation

    | BOARD OF DIRECTORS | | | | | | | The Board, which has the ultimate responsibility for, and is actively engaged in, overseeing risk: | | | | | | •Reviews strategic risks annually at a designated strategy meeting and on an ongoing basis throughout the year | | | | | | •Delegates responsibility for managing certain types of risk to its committees, which report regularly to the Board on activities in their individual areas of oversight | | | | | | AUDIT COMMITTEE | COMPENSATION AND ORGANIZATION DEVELOPMENT COMMITTEE | CORPORATE GOVERNANCE AND NOMINATING COMMITTEE | SUSTAINABILITY AND PUBLIC POLICY COMMITTEE | | | Oversees risks associated with financial, financial reporting and accounting matters Monitors compliance with regulatory requirements and internal control systems Oversees our ERM process and reviews performance Reviews ESG and climate risk disclosures within the financial reporting framework Oversees business continuity, data privacy and cybersecurity risks | Oversees risks associated with our compensation programs, plans and policies to ensure they do not encourage excessive risk-taking Oversees our management succession planning process and our human capital management strategies and policies, including DE&I matters Oversees stakeholder engagement on compensation and human capital management matters | Oversees risks associated with corporate governance matters, including director independence, Board composition and succession, Board leadership structure and Board effectiveness Oversees the evaluation of the Board, its committees and individual directors Oversees stakeholder engagement on corporate governance matters | Oversees risks associated with sustainability, ESG, safety and public policy Reviews our sustainability and climate reports and other key sustainability disclosures Oversees establishment of our sustainability targets Oversees governance framework and budgets for our political contributions and lobbying expenditures Oversees stakeholder engagement related to sustainability, ESG and public policy matters | | SENIOR MANAGEMENT | | | | | | | While the Board oversees risk, our senior management has primary responsibility for: | | | | | | •Identifying, assessing and managing the major risks to our Company through our ERM process | | | | | | •Implementing effective risk mitigation plans, processes and controls | | | | | | •Developing sustainability strategies and standards | | | | | | •Publicly disclosing material risks to our Company in the Risk Factors section of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, filed with the SEC | | | | | | We apply a comprehensive ERM program across the Company to identify, assess and manage enterprise-level risks and review the effectiveness of risk-mitigation strategies. This process is established and driven by our leadership team, led by our enterprise risk manager and ERM Committee, and supported by officers and senior managers responsible for working across the business to manage enterprise-level risks and identify emerging risks. These leaders meet routinely and provide regular updates to our Board and its committees throughout the year. | | | |

  94. Marathon Petroleum Corporation

    | Our mature company practices – developed through our ERM process, managed by our senior leaders and overseen by our Board – promote effective decision-making on business, financial, legal, environmental, social, political and reputational matters. |

  95. Marathon Petroleum Corporation

    | 24 | Marathon Petroleum Corporation |

  96. Marathon Petroleum Corporation

    | Oversight of Political Engagement and Public Policy | | We believe participating in the public policy process is an essential part of advancing the meaningful exchange of information and views on issues that affect our Company and our stakeholders. We participate in the political process in a number of ways, including lobbying, grassroots activity, issue advocacy, participating in trade associations, supporting an active employee political action committee and, where lawful, directly supporting political candidates and ballot issues. These activities are overseen by our Board of Directors, its Sustainability and Public Policy Committee, and senior management. The Sustainability and Public Policy Committee’s Charter articulates the Committee’s purpose and sets forth broad responsibilities that the Committee implements in the following ways: | | •Oversees the governance framework and budgets for our political contributions, lobbying expenditures and certain payments made to trade associations that engage in lobbying activities; •Reviews our reporting and disclosures on such contributions, expenditures and payments; •Oversees the governance of a U.S.-based political committee of our employees; •Oversees our framework for the development of our public policy positions; •Reviews legislative and regulatory developments and trends pertaining to public policy matters; and •Oversees our engagement with stakeholders on public policy matters. | | We engage on a variety of issues affecting our Company and our stakeholders. With respect to climate change, our public policy engagement is guided by our commitment to sustainability, including lowering the carbon intensity of our operations and products, expanding renewable fuels and technologies, conserving natural resources, engaging stakeholders and contributing in our communities. We support policies that complement this strategy and the investments that continue to transform our Company. |

  97. Marathon Petroleum Corporation

    | 8 | | | | | | FIND MORE AT WWW.MARATHONPETROLEUM.COM | | Because we recognize that our public policy activities are of interest to our shareholders and other stakeholders, and in furtherance of our policy to be transparent on these matters, we have included on our “Political Engagement” page, located under the “Sustainability” tab of our website, substantial additional information regarding our involvement in political or public policy activities, including: | | | | Ø | Our statements of philosophy and political transparency | | | Ø | Descriptions of the roles of the Sustainability and Public Policy Committee and various organizations within the Company in overseeing and promoting compliance with our political activity policy | | | Ø | Federal lobbying disclosure, including a link to the Clerk of the U.S. House of Representatives database where our quarterly federal lobbying reports can be obtained via a search of “Marathon Petroleum,” and a total spending figure for each of the past five years | | | Ø | State lobbying disclosure, including a map showing the states where within the past five years we have registered as an employer or principal of lobbyists, links to each state’s lobbying reporting site, and an approximate total of state reported lobbying expenditures for the past five years | | | Ø | Employee political action committee reports showing federal- and state-level contributions for each of the past five years | | | Ø | Corporate political contributions reports showing contributions made from Company treasury funds for each of the past five years | | | Ø | Trade association disclosure, including a report of trade associations (with dues of $50,000 or greater and that may engage in lobbying activities) for each of the past five years and the range of annual dues paid to each organization, as well as amounts attributable to federal lobbying or state and grassroots lobbying and advertising | | | Ø | A summary of the climate positions of our trade associations with dues of $50,000 or greater and that may engage in lobbying activities, with links to information on their respective climate positions, as well as our conclusion that these positions are not inconsistent with the ambition of the Paris Agreement to reduce global GHG emissions and limit global warming to well below 2 degrees Celsius | | | Ø | Our contributions to social welfare organizations for lobbying and advocacy purposes, beginning with 2022 contributions | |

  98. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 25 |

  99. Marathon Petroleum Corporation

    | Oversight of Climate Risk | | We carefully review, evaluate and manage climate-related risks and opportunities to enable us to adapt and strengthen our resiliency. The Sustainability and Public Policy Committee oversees our environmental impact, including climate matters, reviews our sustainability and climate reports and other key sustainability disclosures, and oversees the establishment of our sustainability targets. For more information on our approach to climate change and our emissions reduction targets, see “Lowering Our Carbon Footprint and Conserving Natural Resources” on page 30 and view or download our “2023 Perspectives on Climate-Related Scenarios” report on the Sustainability page of our website at www.marathonpetroleum.com/Sustainability/. |

  100. Marathon Petroleum Corporation

    | Oversight of Human Capital Management and Succession Planning | | The Board believes that our people are our most important asset and are critical to our success. We strive to provide our employees with a collaborative, supportive and inclusive work environment where they can maximize their personal and professional potential. The Compensation and Organization Development Committee oversees our human capital management strategies and policies, including with respect to diversity and inclusion initiatives, pay equity, talent and performance management and employee engagement, and reviews our performance in these areas. See “Investing in Our Employees” on page 31 for additional information on our approach to these matters. | | The Compensation and Organization Development Committee oversees our executive succession planning process to ensure the identification and development of future leaders, to avoid the adverse effects caused by vacancies in key leadership positions and to facilitate the execution of our long-term strategy. The Committee believes its succession process provides the lead time necessary to train, develop or recruit executives capable of filling key roles, including our NEOs, within the Company when the need arises. The Committee typically meets with the full Board at least annually to discuss succession of our leadership. |

  101. Marathon Petroleum Corporation

    | | 2023 SUCCESSION PLANNING PROCESS | | | | | MARCH: Talent Planning | | | APRIL and MAY: Leader Talent Reviews | | | | By business unit/function: | | | By business unit/function: | | | •Identify key roles for executive leadership team succession planning | ð | | •Based on talent planning outcome, develop proposed succession plans for senior executive roles and key roles (considering readiness, gaps and development needs) | | | •Assess potential leaders for these roles, including their ability to reinforce our high-performing culture and promote our core values | | | | | | ñ | | | ò | | JULY: Committee Oversight | | | JUNE: Executive Leadership Team Alignment | | | | Compensation and Organization Development Committee: | | | Across enterprise: | | | •Review and provide input on proposed succession plans for senior executive roles and select key roles •Review diversity analysis of successor candidates | ï | | •Understand top talent strengths, potential and gaps •Finalize proposed succession plans for senior executive roles and key roles |

  102. Marathon Petroleum Corporation

    | Oversight of Cybersecurity | | The frequency and sophistication of global attacks on corporate information technology systems containing sensitive information have increased. The Audit Committee oversees our business continuity, data privacy and cybersecurity risks and provides input on our cyber and information security strategy. Our Chief Information Security Officer is responsible for our cybersecurity program and provides routine briefings to the Audit Committee and the Board as a whole at least twice a year. | | We manage cybersecurity risks by working diligently to protect our computer systems, data, assets, infrastructure and computing environments from threats – and to safeguard confidentiality, integrity and availability. We implement a comprehensive suite of policies, practices and standards that guide our teams on how to mitigate and manage these risks. For additional information on our cybersecurity program, governance and compliance, see our most recent Sustainability Report at www.marathonpetroleum.com/Sustainability/. |

  103. Marathon Petroleum Corporation

    | 26 | Marathon Petroleum Corporation |

  104. Marathon Petroleum Corporation

    | Director Compensation | | The Board determines annual cash and equity retainers and other compensation for non-employee directors. Directors who are also our employees receive no compensation for their service on the Board or its committees. | | Annual Retainers | | Our non-employee directors received the following cash and equity retainers for their service on the Board in 2023. |

  105. Marathon Petroleum Corporation

    | | | Annual Total | | | Cash Retainers | •Paid quarterly in equal installments | | | | | –Board Member | | $150,000 | | | –Independent Chairman of the Board | | $350,000 | | Additional Committee Chair Cash Retainers | •Paid quarterly in equal installments (in addition to Board Member retainer) | | | | | –Audit Committee Chair | | $25,000 | | | –Compensation and Organization Development Committee Chair | | $20,000* | | | –Corporate Governance and Nominating Committee Chair | | $20,000* | | | –Sustainability and Public Policy Committee Chair | | $20,000* | | Equity Retainer | •Granted quarterly in equal installments •Aggregate equity retainer is composed of 90% MPC RSUs (valued at $157,500) and 10% MPLX phantom units (valued at $17,500) •Directors receive MPC dividend equivalents in the form of additional MPC RSUs and MPLX distribution equivalents in the form of additional MPLX phantom units •MPC RSUs and MPLX phantom units, including those received as dividend and distribution equivalents, are deferred, payable in MPC common stock and MPLX common units only upon a director’s departure from the Board | | | | | | | $175,000 |

  106. Marathon Petroleum Corporation

    | Non-employee directors may elect to defer up to 100% of their annual cash compensation into an unfunded account. This deferred cash account may be invested in certain notional investment options offered under the Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors, which options generally mirror the investment options offered to employees under the Marathon Petroleum Thrift Plan. Directors who defer cash compensation receive that cash in a lump sum following departure from the Board. | | Special Committee Service | | In 2023, the Board formed a special committee, composed of Messrs. Cohen, Galante, Stice and Surma and Ms. Rucker, to focus on succession planning for the CEO role, including a review of succession candidates and consideration of any waiver or extension of our mandatory retirement policy. Directors serving on this committee received an additional cash retainer of $15,000 for such service. | | MPLX GP LLC Board Service | | Messrs. Semple, Stice and Surma also serve on the Board of Directors (the “MPLX Board”) of MPLX GP, a wholly owned subsidiary of MPC and the general partner of MPLX. Each received an annual cash retainer (in the amount of $92,500) and a deferred equity award of MPLX phantom units (valued at $113,750) for this service in 2023. The annual cash retainer and deferred equity award are reflected in the “Fees Earned or Paid in Cash” and the “Stock Awards” columns, respectively, of the “2023 Director Compensation Table” below. | | Matching Contributions | | Directors may elect to have us match up to $10,000 annually of their contributions to certain tax-exempt educational institutions under our matching gifts program and, beginning in 2024, up to $10,000 annually of their contributions to certain eligible tax-exempt charitable organizations under our employee giving program. The annual limit for each program is applied based on the date of the director’s gift to the institution or charitable organization. |

  107. Marathon Petroleum Corporation

    | 2023 Director Compensation Table | | The following table shows compensation earned by or paid to our non-employee directors during 2023 for service on our Board and, separately, for service on the MPLX Board. Mses. Drake and Ellison-Taylor do not appear in the following tables as they were appointed to the Board effective March 1, 2024. |

  108. Marathon Petroleum Corporation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Abdulaziz F. Alkhayyal | 150,000 | 175,000 | — | 325,000 | | Evan Bayh | 171,250 | 175,000 | — | 346,250 | | Charles E. Bunch | 171,250 | 175,000 | 10,000 | 356,250 | | Jonathan Z. Cohen | 165,000 | 175,000 | 10,000 | 350,000 | | Edward G. Galante | 186,250 | 175,000 | 10,000 | 371,250 | | Kim K.W. Rucker | 165,000 | 175,000 | — | 340,000 | | Frank M. Semple | 242,500* | 288,750* | 10,000 | 541,250* | | J. Michael Stice | 257,500* | 288,750* | — | 546,250* | | John P. Surma | 457,500* | 288,750* | 10,000 | 756,250* | | Susan Tomasky | 175,000 | 175,000 | — | 350,000 | | Toni Townes-Whitley** | 50,417 | 58,819 | — | 109,236 |

  109. Marathon Petroleum Corporation

    | Fees Earned or Paid in Cash reflect (i) cash retainers earned for Board service in 2023, (ii) for each of Messrs. Cohen, Galante, Stice and Surma and Ms. Rucker, a cash retainer of $15,000 for service on the Succession Committee, and (iii) for each of Messrs. Semple, Stice and Surma, a $92,500 cash retainer for MPLX Board service in 2023. | | Stock Awards reflect the aggregate grant date fair value of MPC RSUs and MPLX phantom units, calculated in accordance with financial accounting standards. Non-employee directors generally received grants each quarter of MPC RSUs and MPLX phantom units valued at $39,375 and $4,375, respectively, based on the closing prices of MPC common stock and MPLX common units on each grant date. The amounts shown for each of Messrs. Semple, Stice and Surma also include $113,750 in MPLX phantom units (made in four quarterly grants, with grant date fair values of $27,500 per quarter for the first three quarters and $31,250 for the fourth quarter, based upon the closing prices of MPLX common units on each grant date) for MPLX Board service during 2023. | | The following table shows the aggregate MPC RSUs and MPLX phantom units outstanding for each non-employee director as of December 31, 2023. |

  110. Marathon Petroleum Corporation

    | Name | MPC RSUs | MPLX Phantom Units | | | Alkhayyal | 21,514 | 6,311 | | | Bayh | 54,847 | 9,151 | | | Bunch | 26,071 | 7,286 | | | Cohen | 12,247 | 3,698 | | | Galante | 15,796 | 4,758 | | | Rucker | 15,796 | 4,758 | | | Semple | 10,802 | 41,971 | Includes 38,720 MPLX phantom units earned for MPLX Board service | | Stice | 20,341 | 37,881 | Includes 31,863 MPLX phantom units earned for MPLX Board service | | Surma | 54,847 | 61,697 | Includes 52,547 MPLX phantom units earned for MPLX Board service | | Tomasky | 15,796 | 4,758 | | | Townes-Whitley | — | — | |

  111. Marathon Petroleum Corporation

    | | OFFERING COMPETITIVE PAY AND BENEFITS | | | Compensation and benefits serve to attract, acknowledge and encourage quality performance and meaningful contributions from our employees. To confirm we are offering competitive pay and benefits packages, we annually benchmark compensation among our peers. We offer comprehensive benefits, including: medical, dental, vision and wellness sessions; retirement programs (pension and 401(k) plans); education reimbursement; giving and volunteerism program with company match; paid parental leave for all parents; flexible work arrangements; family leave; relocation assistance; an employee assistance program; competitive bonus programs; paid vacation time; and adoption assistance. |

  112. Marathon Petroleum Corporation

    | Working Toward a Just and Responsible Transition | | Our report on Creating Shared Value Through a Just and Responsible Transition, available on our website, frames our ongoing commitments and actions, particularly our engagement and collaboration with our employees and communities, to address the potential social impacts of our business as the energy transition progresses. It was the first such report to be published by a company in the oil and gas sector and one of the few to be published across any sector. We additionally published a case study, “Working Toward a Just and Responsible Transition,” in our Sustainability Report. We are positioning MPC for the future by building upon our long-standing commitments and practices, through engaging with stakeholders, investing in our people and investing in community workforce development. |

  113. Marathon Petroleum Corporation

    | OUTSTANDING PERFORMANCE IN 2023 SUPPORTED BY INCENTIVE PLAN DESIGN | | | | | | BUSINESS PRIORITY | INCENTIVE PLAN ALIGNMENT | RESULTS | | | Create shareholder value over time | •For 2023, 74% of our CEO’s target pay was in the form of LTI (61% average for the other NEOs) •PSUs, which comprise 60% of the LTI target, reward for performance compared to peers on relative TSR | Ø MPC stock price reached an all-time high in 2023 Ø Achieved three-year PSU TSR of 277%, which was at the 92nd percentile of our PSU peer group | | | Strengthen the competitive position of our assets | •Adjusted EBITDA per barrel metric, which comprises 30% of our ACB program, compares our performance to a peer group of other integrated and downstream companies | Ø Outperformed all other companies in the peer group on this metric | | | Improve commercial performance | •Adjusted EBITDA metric comprises 20% of the ACB program •Distributable cash flow at MPLX per unit metric comprises 20% of the ACB program | Ø MPC achieved net income of $9.7 billion and adjusted EBITDA* of $19.0 billion Ø MPLX achieved net income of $3.9 billion and distributable cash flow* of $5.3 billion | | | Lead in sustainable energy | •ACB program includes quantitative goals tied to GHG emissions and environmental incident reduction | Ø Ninth consecutive year of lowering GHG emissions intensity (cumulative 27% reduction since 2014) |

  114. Marathon Petroleum Corporation

    | ü | Structuring a significant portion of our executives’ target pay in the form of long-term, equity-based compensation (74% for the CEO in 2023; 61% average for the other NEOs). | | ü | Tying our MPC performance-based long-term incentive awards to a three-year relative TSR measure. | | ü | Maintaining significant stock ownership requirements to ensure our executives hold a meaningful amount of our stock (see page 49 for more information on these guidelines). |

  115. Marathon Petroleum Corporation

    | PRIOR YEAR Q3 | | Ø | Review guiding principles for executive compensation programs | | | | Ø | Update on key executive compensation trends, including peer incentive plan design, provided by independent compensation consultant | | | ò | | | | | | Ø | Preview incentive plan structure for next fiscal year and review for alignment with executive compensation guiding principles, shareholder expectations and business strategy | | PRIOR YEAR Q4 | | | | | | | Ø | Review performance level methodology for metrics, including: external benchmarking to understand the peer approach to setting performance goals for similar metrics; evaluation of MPC’s historical performance under each metric; and review of MPC’s business plan | | | ò | | | | | | Ø | Approve incentive plan metrics for the fiscal year | | CURRENT YEAR Q1 | | Ø | Establish threshold, target and maximum performance levels based on MPC's performance methodology | | | | Ø | Set performance levels, with threshold levels viewed as likely achievable, target levels viewed as challenging but achievable, and maximum levels viewed as extremely difficult to achieve |

  116. Marathon Petroleum Corporation

    | The Compensation and Organization Development Committee certifies achievement of the performance measures under our ACB program and our PSUs, which comprise a significant portion (60%) of our NEOs’ LTI award targets, and annually evaluates our NEOs’ performance in achieving our performance measures and executing on our other business and strategic objectives. |

  117. Marathon Petroleum Corporation

    | Executive Compensation Guiding Principles | Independent Compensation Consultant Input | Compensation Reference Group and Other Market Data | Shareholder Feedback | CEO Input and Performance Appraisals | | ò | ò | ò | ò | ò | | Compensation and Organization Development Committee Review and Decisions | | | | |

  118. Marathon Petroleum Corporation

    | Executive Compensation Guiding Principles | | We believe our executive compensation program plays a critical role in maximizing long-term value for our shareholders, employees and other stakeholders. Our executive compensation guiding principles are embodied in our executive compensation program and policies, which are designed to: |

  119. Marathon Petroleum Corporation

    | v | Attract, retain, motivate and reward the highest-quality executive team by providing market-competitive compensation. | | v | Be simple and transparent so they can be clearly communicated both internally and externally. | | v | Create direct alignment between executive pay and the creation of shareholder value. | | v | Reward for execution of our business strategy and desired culture. | | v | Differentiate pay on the basis of performance, experience and skill set. |

  120. Marathon Petroleum Corporation

    | Independent Compensation Consultant | | To promote objectivity in reviewing and analyzing market data and trends, the Compensation and Organization Development Committee has engaged an independent compensation consultant. The consultant reports directly to the Committee, attends Committee meetings and advises the Committee on: |

  121. Marathon Petroleum Corporation

    | See “Compensation Governance—Compensation Consultant Independence” on page 51 for additional information about the compensation consultant’s independence and related matters. |

  122. Marathon Petroleum Corporation

    | Compensation Reference Group and Other Market Data | | As one of several factors in setting pay, the Compensation and Organization Development Committee considers market data sourced from a combination of a selected compensation reference group and certain comprehensive executive compensation surveys developed by leading compensation consultant firms. | | Our compensation reference group for 2023 compensation decisions (the “2023 Compensation Reference Group”), developed in April 2022 by the Compensation and Organization Development Committee in consultation with its independent compensation consultant, consists of 20 comparable entities (based on revenue, EBIDTA margins, assets, market capitalization and number of employees) that are logistically and technically complex, mature stage businesses, in a variety of industry groups, including oil and gas, chemical, aerospace, agricultural and industrial. In developing the 2023 Compensation Reference Group, the Committee reviewed the 2022 compensation reference group and determined no changes were necessary. |

  123. Marathon Petroleum Corporation

    | The Compensation and Organization Development Committee believes the combination of market data from the 2023 Compensation Reference Group and the executive compensation surveys is appropriate to understand the market value of our NEOs and assess comparative pay practices. This market data was considered when making compensation decisions for our NEOs during the annual compensation review process in early 2023. The Committee generally targets total direct compensation, rather than each individual element of compensation, for our NEOs at the market median, with adjustments made to account for each executive’s tenure and experience in his or her role. Total target direct compensation for 2023 generally fell at the market median for Messrs. Aydt and Floerke, at 12% above the market median for Mses. Mannen and Gagle, and at 17% above the market median for Mr. Hennigan. |

  124. Marathon Petroleum Corporation

    | Compensation Decisions | | In addition to information and insight provided by the independent compensation consultant and feedback received from our shareholders, the Compensation and Organization Development Committee seeks input from the CEO on compensation decisions and performance appraisals for all officers in designated positions other than himself. The Committee then makes all final compensation decisions for our CEO and officers in designated positions in furtherance of our executive compensation guiding principles. |

  125. Marathon Petroleum Corporation

    | FIXED COMPENSATION | VARIABLE, PERFORMANCE-BASED COMPENSATION | | | | | Base Salary | ACB Program | LTI Awards | Ê | | | v Provides a minimum base level of compensation to attract and retain key employees v Based on compensation reference group and other market data, individual skills and performance, and organizational succession needs v Reviewed at least annually and revised as appropriate | v Motivates achievement of our business strategy and desired culture, balancing short-term and long-term interests of MPC and its employees, shareholders and stakeholders v Determined based on Company performance measured against rigorous, pre-established metrics, which are designed to support the creation of shareholder value over time v Reviewed at least annually and revised as appropriate | v Promote achievement of our business strategy and desired culture by linking compensation directly to long-term Company and stock performance v Metrics tied to shareholder value creation and financial performance strengthen alignment between our NEOs’ interests and our shareholders’ interests v Aid in retention v Reviewed at least annually and revised as appropriate | | | | | | | | 60% MPC PSUs | | | | | | Value depends on MPC stock performance at vesting and relative PSU TSR achievement over 36 months | | | | | | 20% MPC RSUs | | | | | | Value depends on MPC stock performance at vesting | | | | | | 20% MPLX Phantom Units | | | | | | Value depends on MPLX common unit performance at vesting |

  126. Marathon Petroleum Corporation

    | For our NEOs to earn and sustain competitive compensation, we must meet our strategic objectives, perform well relative to our peers and deliver value to our shareholders and stakeholders. |

  127. Marathon Petroleum Corporation

    | The Compensation and Organization Development Committee believes using a mix of cash and equity compensation encourages and motivates our NEOs to achieve both our short-term and long-term business objectives. Consistent with our guiding principles that executive compensation should be linked to performance and directly aligned with creating long-term value for our shareholders, a substantial majority of our NEOs’ compensation is at-risk and based on performance metrics tied to our business strategy and culture. The following table shows the target compensation mix approved during the Committee’s annual compensation review process in early 2023. |

  128. Marathon Petroleum Corporation

    | 2023 TARGET COMPENSATION MIX | | | | | | | | | Base Salary | Annual Cash Bonus | | MPC Performance Share Units | MPC Restricted Stock Units | MPLX Phantom Units | | CEO | 10% | 16% | | 44% | 15% | 15% | | | | 60% | Performance-Based | | 30% Time-Based | | | | | 90% At-Risk | | | | |

  129. Marathon Petroleum Corporation

    | OTHER NEOs Average | Base Salary | Annual Cash Bonus | | MPC Performance Share Units | MPC Restricted Stock Units | MPLX Phantom Units | | | 21% | 18% | | 37% | 12% | 12% | | | | 55% | Performance-Based | | 24% Time-Based | | | | | 79% At-Risk | | | | | | “Performance-Based” means there is no guarantee that any value at all will be realized if the performance criteria are not met. | | | | | | | | “At-Risk” means there is no guarantee that the target value will be realized. | | | | | | |

  130. Marathon Petroleum Corporation

    | 2023 Annual Cash Bonus Program | | 2023 Annual Cash Bonus Program Structure Our NEOs participated in the 2023 ACB program, which the Compensation and Organization Development Committee approved in November 2022, with a performance period of January 1, 2023 through December 31, 2023. The primary purpose of the 2023 ACB program was to incentivize and reward eligible employees for executing on our Company strategy. Awards under the ACB program for our NEOs were calculated as follows: |

  131. Marathon Petroleum Corporation

    | 2023 Company Metrics and Performance The 2023 ACB program emphasized pre-established financial and ESG performance measures. The following table provides each metric’s target weighting, performance levels and actual performance achieved in 2023: |

  132. Marathon Petroleum Corporation

    | | Performance Metric | | Target Weighting | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Result | Performance Achieved | | | 80% | FINANCIAL | | | | | | | | | | Relative Adjusted EBITDA per Barrel | 30% | 30th Percentile of peers | 50th Percentile of peers | 100th Percentile of peers | 100th Percentile (200% of target) | 60.00% | | | | ACB Adjusted EBITDA (in millions) | 20% | $8,939 | $11,919 | $14,899 | $17,768 (200% of target) | 40.00% | | | | Distributable Cash Flow at MPLX per Unit | 20% | $4.58 | $5.09 | $5.60 | $5.31 (143.14% of target) | 28.63% | | | | Refining and Corporate Costs (in millions) | 10% | $6,836 | $6,511 | $6,186 | $6,142 (200% of target) | 20.00% | | | 20% | ENVIRONMENTAL, SOCIAL AND GOVERNANCE | | | | | | | | | | Greenhouse Gas Intensity | 5% | 22.9 | 22.3 | 21.8 | 21.8 (200% of target) | 10.00% | | | | Process Safety Events Score | 5% | 95 | 76 | 57 | 118 (0% of target) | 0.00% | | | | Designated Environmental Incidents | 5% | 59 | 47 | 35 | 69 (0% of target) | 0.00% | | | | Diversity, Equity & Inclusion | 5% | External hires are at least (Women / BIPOC): | | | 18% / 32% (75% of target) | 3.75% | | | | | | 20% / 27% | 26% / 30% | 30% / 34% | | | | 100% | | TOTAL TARGET WEIGHTING | | | | TOTAL ACHIEVED: | | 162.38% |

  133. Marathon Petroleum Corporation

    | The performance levels for each metric were established in January 2023 by evaluating factors such as performance achieved in the prior year(s), anticipated challenges for 2023, our business plan and our overall strategy. The Compensation and Organization Development Committee also reviewed disclosed peer methodologies of similar metrics when evaluating the rigor of our performance goals. The performance levels were set with threshold levels viewed as likely achievable, target levels viewed as challenging but achievable, and maximum levels viewed as extremely difficult to achieve. See “Robust Process for Selecting Metrics and Establishing Goals” on page 39 for additional information about how the Committee sets performance levels for the ACB program. | | The Compensation and Organization Development Committee has sole discretion under the 2023 ACB program to adjust performance metric levels and/or the final payout percentage to recognize instances where, due to unforeseen circumstances, the performance metrics results are not entirely indicative of overall Company results. The Committee made no such adjustments to the 2023 performance metric levels or final payout percentages. | | The Compensation and Organization Development Committee also has discretion under the 2023 ACB program to increase (by no more than 15%) or decrease payouts to certain of our officers, including our NEOs, based upon the Committee’s assessment of each individual’s performance and contributions; provided, that our CEO’s payout cannot be increased pursuant to this discretion. While the Committee determined that our NEOs’ contributions to the successful execution in 2023 of our business objectives and enhancement of shareholder value were significant, it concluded that the high achievement of performance metrics under the 2023 ACB program adequately reflected these contributions and determined to make no individual adjustments. |

  134. Marathon Petroleum Corporation

    | ACB Payouts for 2023 In February 2024, the Compensation and Organization Development Committee certified the results under our performance metrics for the 2023 ACB program and, taking into consideration MPC’s performance relative to the pre-established metrics and the Committee’s evaluation of each NEO’s contributions to that performance, awarded the following amounts to our NEOs under the 2023 ACB program: |

  135. Marathon Petroleum Corporation

    | Name | 2023 Eligible Earnings ($) | Bonus Target as a % of Eligible Earnings | Target Bonus ($) | Final Award as a % of Target | Final Award ($) | | Hennigan | 1,750,000 | 165 | 2,887,500 | 162.38 | 4,688,700 | | Mannen | 1,000,000 | 110 | 1,100,000 | 162.38 | 1,786,200 | | Aydt | 845,000 | 100 | 845,000 | 162.38 | 1,372,100 | | Gagle | 750,000 | 80 | 600,000 | 162.38 | 974,300 | | Floerke | 620,000 | 70 | 434,000 | 162.38 | 704,700 |

  136. Marathon Petroleum Corporation

    | 2023 Long-Term Incentive Compensation Program | | Our LTI compensation program is comprised of MPC PSUs, MPC RSUs and MPLX phantom units. This award mix places a substantial portion of our NEOs’ compensation at-risk and promotes achievement of our long-term business objectives by linking our NEOs’ compensation directly to long-term shareholder value creation and financial results. |

  137. Marathon Petroleum Corporation

    | 2023 Annual Awards The Compensation and Organization Development Committee approved the following LTI mix and annual award amounts for our NEOs during its annual compensation review process in early 2023. To mitigate the effect of share price volatility, the number of awards granted is determined on the basis of the average 30-calendar day closing price prior to the grant date. Thus, these amounts may not match the accounting values shown in the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards” table below. |

  138. Marathon Petroleum Corporation

    | Name | 60% MPC PSUs ($) | 20% MPC RSUs ($) | 20% MPLX Phantom Units ($) | Total 2023 LTI Target ($) | | Hennigan | 8,040,000 | 2,680,000 | 2,680,000 | 13,400,000 | | Mannen | 2,400,000 | 800,000 | 800,000 | 4,000,000* | | Aydt | 1,440,000 | 480,000 | 480,000 | 2,400,000 | | Gagle | 1,440,000 | 480,000 | 480,000 | 2,400,000 | | Floerke | 780,000 | 260,000 | 260,000 | 1,300,000 |

  139. Marathon Petroleum Corporation

    | * As this table shows LTI target values for 2023, it does not include Ms. Mannen’s additional $500,000 special LTI award discussed below. |

  140. Marathon Petroleum Corporation

    | The Compensation and Organization Development Committee increased Mr. Hennigan’s 2023 LTI target award opportunity by 9% over his 2022 LTI target award to reflect his experience and performance in his role. Mr. Aydt’s 2023 LTI target award opportunity represents a 71% increase over his 2022 LTI target award in consideration of his promotion to Executive Vice President Refining, effective September 1, 2022, and is consistent with market data for that role. There were no changes in 2023 LTI target award opportunity values from 2022 LTI target award opportunity values for the other NEOs. | | In addition to the 2023 LTI target awards shown in the table above, the Compensation and Organization Development Committee awarded Ms. Mannen a $500,000 special LTI award, in the same mix as her 2023 LTI target award, in recognition of her leadership contributions in 2022. This special LTI award is included in the “Stock Awards” column of the “2023 Summary Compensation Table” on page 52, but is not reflected in the table above as the Committee considers it to be separate from her annual LTI target award. |

  141. Marathon Petroleum Corporation

    | MPC PSUs The Compensation and Organization Development Committee awards MPC PSUs to align our NEOs’ long-term compensation interests with our shareholders’ long-term investment interests by conditioning payout on our three-year PSU TSR performance relative to the peer group shown in the following table. Each PSU has a target value equal to the MPC common stock 30-day average closing price prior to the grant date. PSUs vest in full at the end of the performance period and are settled in cash. The actual payout value is based on MPC’s PSU TSR performance (which can range from 0% to 200%) multiplied by: (i) for 2021 and 2022 PSUs, MPC’s closing share price on the date the Committee certifies performance, and (ii) for 2023 PSUs, MPC’s average closing share price for the last 30 calendar days of the performance period. To provide greater alignment with shareholders, payout is capped at 100% when MPC’s PSU TSR is negative for the performance period. |

  142. Marathon Petroleum Corporation

    | | PERFORMANCE PERIOD | | | 2021 PSUs | 2022 PSUs | 2023 PSUs | | January 1, 2021 - December 31, 2023 | January 1, 2022 - December 31, 2024 | January 1, 2023 - December 31, 2025 |

  143. Marathon Petroleum Corporation

    | | PEER GROUP | | | BP p.l.c. Chevron Corporation CVR Energy, Inc. Delek US Holdings, Inc. | Exxon Mobil Corporation HF Sinclair Corporation* PBF Energy Inc. Phillips 66 | Valero Energy Corporation Median of Compensation Reference Group S&P 500 Index Alerian MLP Index | | *For 2021 and 2022 PSUs, HollyFrontier Corporation. For 2023 PSUs, HF Sinclair Corporation. | | |

  144. Marathon Petroleum Corporation

    | PSU TSR CALCULATION | | | | (Ending Stock Price* - Beginning Stock Price*) + Cumulative Cash Dividends | | | Beginning Stock Price* | | *For 2021 and 2022 PSUs, calculated as the average of each company’s closing stock price for the 20 trading days prior to each applicable date. For 2023 PSUs, calculated as the average of each company’s closing stock price for the 30 calendar days prior to each applicable date. | |

  145. Marathon Petroleum Corporation

    | PSU TSR PERFORMANCE ASSESSMENT | | | | | | | Below Threshold | Threshold | Target | Maximum | | PSU TSR Performance Percentile | Below 30th | 30th | 50th | 100th (Highest) | | Payout Percentage (% of Target)* | 0% | 50% | 100% | 200% | | *Payout for performance between percentiles is determined using linear interpolation. | | | | |

  146. Marathon Petroleum Corporation

    | In January 2024, the Compensation and Organization Development Committee certified the final PSU TSR results for the 2021 PSUs as follows: |

  147. Marathon Petroleum Corporation

    | 2021 PSUs | Actual PSU TSR (%) | Position Relative to Peer Group | PSU TSR Performance Percentile | Payout Percentage (% of Target) | | January 1, 2021 - December 31, 2023 | 277.19 | 2 of 13 | 91.67th | 183.33 |

  148. Marathon Petroleum Corporation

    | Each NEO’s 2021 PSU target award was multiplied by: (i) the Performance Percentage shown in the table above and (ii) MPC’s closing share price on the date the Committee certified performance, resulting in the following payouts: |

  149. Marathon Petroleum Corporation

    | Name | MPC 2021 PSU Target Award ($) | MPC 2021 PSU Target Award* (#) | Payout Percentage (%) | Performance-Adjusted PSUs (#) | MPC Closing Share Price on Certification Date ($) | Payout ($) | | Hennigan | 6,750,000 | 133,058 | 183.33 | 243,936 | 157.27 | 38,363,815 | | Mannen | 2,400,000 | 47,310 | 183.33 | 86,734 | 157.27 | 13,640,656 | | Aydt | 660,000 | 13,011 | 183.33 | 23,854 | 157.27 | 3,751,519 | | Gagle | 1,350,000 | 26,612 | 183.33 | 48,788 | 157.27 | 7,672,889 | | Floerke | 660,000 | 13,011 | 183.33 | 23,854 | 157.27 | 3,751,519 | | * Calculated as the target award value divided by the MPC common stock 30-day average closing price ($50.73) prior to the grant date (March 1, 2021). | | | | | | |

  150. Marathon Petroleum Corporation

    | PSUs granted in 2022 and 2023 to our current NEOs remain outstanding. See the “2023 Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2023 Fiscal Year-End” tables on pages 54 and 55, respectively, for additional information about these awards. |

  151. Marathon Petroleum Corporation

    | MPC RSUs The Compensation and Organization Development Committee awards MPC RSUs to promote our NEOs’ ownership of our common stock, aid in retention and help our NEOs comply with our stock ownership guidelines. Awards generally vest ratably over three years. |

  152. Marathon Petroleum Corporation

    | Other Benefits | | In addition to the three key compensation elements described above, our NEOs are generally eligible to participate in our market-competitive health and life insurance plans, long-term and short-term disability programs, and retirement and severance programs. We also provide limited perquisites to our NEOs consistent with market-based trends. None of these additional programs are considered material by the Compensation and Organization Development Committee when making compensation decisions. | | Retirement Benefits Retirement benefits provided to our NEOs are designed to be consistent in value and aligned with benefits offered by the other companies with which we compete for talent. Benefits under our qualified and nonqualified plans are described in more detail in “Post-Employment Benefits for 2023,” beginning on page 58, and “2023 Nonqualified Deferred Compensation,” beginning on page 61. | | Severance Benefits MPC and MPLX maintain change in control plans designed to (i) preserve executives’ economic motivation to consider a business combination that might result in job loss and (ii) compete effectively in attracting and retaining executives in an industry that features frequent mergers, acquisitions and divestitures. Our change in control benefits are described further in “Potential Payments Upon Termination or Change in Control,” beginning on page 63. | | Limited Perquisites Our NEOs receive limited perquisites, which are consistent with those offered by companies in our compensation reference group. |

  153. Marathon Petroleum Corporation

    | Stock Ownership Guidelines | | Our stock ownership guidelines align our executive officers’ long-term interests with those of our shareholders. These guidelines require the executive officers in the positions shown below to retain MPC common stock with a value at least equal to a target multiple of their annualized base salary. The targeted multiples vary depending upon the executive’s position and responsibilities. |

  154. Marathon Petroleum Corporation

    | Clawback Policy | | Since becoming a public company in 2011, we have included provisions in our ACB and LTI programs providing for recoupment of compensation from our executives in the case of certain forfeiture events (collectively, “MPC’s Existing Clawback Provisions”). Under MPC’s Existing Clawback Provisions, the Compensation and Organization Development Committee may determine that a forfeiture event has occurred if: (a) MPC is required to prepare an accounting restatement as a result of misconduct, and the Compensation and Organization Development Committee determines that a covered officer (i) knowingly engaged in misconduct, (ii) was grossly negligent with respect to misconduct, or (iii) knowingly failed or was grossly negligent in failing to prevent misconduct; or (b) the Compensation and Organization Development Committee determines that a covered officer engaged in fraud, embezzlement or other similar misconduct materially detrimental to MPC. | | If the Compensation and Organization Development Committee determines that a forfeiture event has occurred with respect to a covered officer, it may require reimbursement of any portion of such covered officer’s bonus from the ACB program for each performance year during which the misconduct occurred, as well as recoupment of an amount up to the sum of all LTI awards granted to, held by, earned by, or settled with respect to, such covered officer in the period during which the misconduct occurred. | | In 2023, the NYSE implemented listing standards requiring listed companies to adopt a clawback policy meeting certain additional requirements. Accordingly, the Board adopted the Marathon Petroleum Corporation Officer Compensation Clawback Policy (the “MPC Officer Compensation Clawback Policy”) that consolidates: | | •MPC’s Existing Clawback Provisions under our ACB and LTI programs; |

  155. Marathon Petroleum Corporation

    | Compensation Risk Assessment | | The Compensation and Organization Development Committee’s independent compensation consultant performs an annual assessment of the risks associated with our compensation programs. In July 2023, the Committee reviewed the most recent assessment, conducted by FW Cook, of our policies and practices for compensating our executive and non-executive employees as they relate to our risk management profile, concluding that our compensation programs do not motivate undue risk and are thus not reasonably likely to have a material adverse effect on MPC. |

  156. Marathon Petroleum Corporation

    | COMPENSATION PROGRAM RISK-MITIGATING FACTORS | | | | ü | The balance between fixed versus variable compensation, cash versus equity, and short-term versus long-term incentives is appropriate. | | | ü | Our compensation programs are designed to appropriately mitigate risk: | | | | ¡ | Compensation programs are structured, with a market-based maximum earning opportunity. | | | ¡ | Employee wealth creation is determined by sustained, multi-year performance, rather than by a single year. | | | ¡ | Independent directors have discretion in determining payouts under our incentive programs. | | ü | Our processes for administering compensation programs are robust and include appropriate levels of review, approval and governance: | | | | ¡ | The Compensation and Organization Development Committee, which is composed entirely of independent directors, administers our compensation programs. | | | ¡ | The Compensation and Organization Development Committee has engaged an independent compensation consultant to provide advice regarding market trends on compensation form, design and amount. | | ü | We have adopted tools to help mitigate risk, including: | | | | ¡ | Executive officers are required to comply with a rigorous stock ownership policy, and compliance is reviewed annually. | | | ¡ | We maintain an insider trading policy, anti-hedging and pledging policies and a clawback policy. |

  157. Marathon Petroleum Corporation

    | Compensation Consultant Independence | | The Compensation and Organization Development Committee engaged FW Cook as its independent compensation consultant for 2023. While the Committee oversees the consultant’s activities, the consultant does interact with management to gather information and formalize proposals for presentation to the Committee. During 2023, FW Cook did not provide services to our management or us in excess of $120,000 that were not directly related to executive or director compensation matters. | | In determining that the advice it receives from its independent compensation consultant is objective and not influenced by the consultant’s working relationship with MPC or the Compensation and Organization Development Committee, the Committee assessed FW Cook’s independence by considering, among other factors: | | •FW Cook’s provision of other services to us; | | •The amount of fees we paid FW Cook, as a percentage of FW Cook’s total revenue; | | •FW Cook’s policies and procedures that are designed to prevent conflicts of interest; | | •Any business or personal relationship of any consulting team member with the members of our Board, the Compensation and Organization Development Committee or our executive officers; and | | •Any MPC stock owned by FW Cook or any consulting team member. | | The Compensation and Organization Development Committee has considered and assessed all relevant factors, including those required by the SEC, that could give rise to a potential conflict of interest and determined that its engagement of FW Cook as its independent compensation consultant for 2023 did not raise any conflicts of interest. |

  158. Marathon Petroleum Corporation

    | 2023 Summary Compensation Table | | The following table provides information regarding compensation for our 2023 NEOs for the years shown. |

  159. Marathon Petroleum Corporation

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael J. Hennigan President and CEO* | 2023 | 1,737,809 | 16,200,864 | 4,688,700 | 741,763 | 685,356 | 24,054,492 | | | 2022 | 1,675,343 | 13,925,769 | 4,376,800 | 595,747 | 714,873 | 21,288,532 | | | 2021 | 1,600,000 | 14,186,189 | 4,416,300 | 450,102 | 532,615 | 21,185,206 | | Maryann T. Mannen Executive Vice President and CFO* | 2023 | 987,808 | 5,440,600 | 1,786,200 | 258,509 | 210,861 | 8,683,978 | | | 2022 | 943,835 | 4,660,985 | 1,681,500 | 226,420 | 205,670 | 7,718,410 | | | 2021 | 865,323 | 8,472,236 | 1,620,300 | 80,304 | 113,990 | 11,152,153 | | Timothy J. Aydt Executive Vice President Refining | 2023 | 834,027 | 2,901,619 | 1,372,100 | — | 162,910 | 5,270,656 | | | 2022 | 612,849 | 1,591,599 | 1,158,600 | 37,080 | 122,213 | 3,522,341 | | Suzanne Gagle General Counsel and Senior Vice President Government Affairs* | 2023 | 745,123 | 2,901,619 | 974,300 | 325,976 | 141,589 | 5,088,607 | | | 2022 | 722,603 | 2,728,389 | 939,700 | 47,848 | 141,793 | 4,580,333 | | | 2021 | 700,000 | 2,837,299 | 966,100 | 22,791 | 137,789 | 4,663,979 | | Gregory S. Floerke Executive Vice President and Chief Operating Officer of MPLX LP LLC | 2023 | 612,685 | 1,571,827 | 704,700 | 186,873 | 109,762 | 3,185,847 | | | 2022 | 582,603 | 1,477,916 | 664,600 | 103,263 | 110,700 | 2,939,082 | | * Effective January 1, 2024, Ms. Mannen was elected President of MPC, and Mr. Hennigan ceased serving in that role. Mr. Hennigan continues to serve as our CEO. Effective January 5, 2024, Ms. Gagle retired following more than 30 years of service to MPC. | | | | | | | |

  160. Marathon Petroleum Corporation

    | 2023 Grants of Plan-Based Awards | | The following table provides information regarding all MPC and MPLX plan-based awards, including cash-based incentive awards and equity-based awards, granted to our NEOs in 2023. |

  161. Marathon Petroleum Corporation

    | Outstanding Equity Awards at 2023 Fiscal Year-End | | The following table provides information regarding the outstanding equity awards held by our NEOs as of December 31, 2023. |

  162. Marathon Petroleum Corporation

    | Option Exercises and Stock Vested in 2023 | | The following table provides information regarding MPC stock options exercised by our NEOs in 2023, as well as MPC RSUs and MPLX phantom units vested in 2023. |

  163. Marathon Petroleum Corporation

    | Post-Employment Benefits for 2023 | | 2023 Pension Benefits The following table reflects the actuarial present value of accumulated benefits payable to each NEO under the Retirement Plan (defined below) and the defined benefit portion of the Excess Benefit Plan (defined below) as of December 31, 2023. These values have been determined using actuarial assumptions consistent with those used in our financial statements. |

  164. Marathon Petroleum Corporation

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Hennigan | Retirement Plan | 6.58 | 209,555 | — | | | Excess Benefit Plan | 6.58 | 2,542,650 | — | | Mannen | Retirement Plan | 3.00 | 87,351 | — | | | Excess Benefit Plan | 3.00 | 477,882 | — | | Aydt | Retirement Plan | 38.58 | 516,697 | 1,826,682 | | | Excess Benefit Plan | 38.58 | 1,478,746 | — | | Gagle | Retirement Plan | 30.67 | 1,279,708 | — | | | Excess Benefit Plan | 30.67 | 1,238,779 | — | | Floerke | Retirement Plan | 10.42 | 237,037 | — | | | Excess Benefit Plan | 10.42 | 685,768 | — |

  165. Marathon Petroleum Corporation

    | Number of Years Credited Service shows the number of years the NEO has participated in each plan. Plan participation service used to calculate each participant’s benefit under the Retirement Plan legacy benefit formula (applicable to Mr. Aydt and Ms. Gagle only) was frozen as of December 31, 2009. Mr. Floerke’s credited service for purposes of the Retirement Plan and Excess Benefit Plan includes 2.42 years of service credited for his employment with a subsidiary of MarkWest Energy Partners, L.P., which we acquired in 2015. | | Present Value of Accumulated Benefit for the legacy benefit under the Retirement Plan was calculated assuming an 85% lump sum election rate with a lump sum interest rate between 0.25% and 1.75% (based on anticipated year of retirement) and the RP-2000 mortality table, and a 15% annuity election rate with a discount rate of 4.90% and the Pri-2012 mortality table with generational mortality improvements in accordance with Scale MP-2021, both calculated assuming retirement at age 62 (or current age, if later). See "Retirement Plan" below for more detail on the legacy benefit formula. | | The present value of accumulated benefits for the cash balance benefits under the Retirement Plan was calculated assuming retirement at age 62 (or current age, if later), a discount rate of 4.90%, a cash balance interest credit rating of 3.57% in 2023, 4.56% in 2024 and 4.03% in 2025 and beyond, and the Pri-2012 mortality table with generational mortality improvements in accordance with Scale MP-2021. See "Retirement Plan" below for more detail on the cash balance benefit formula under each plan. |

  166. Marathon Petroleum Corporation

    | Retirement Plan Our employees, including our NEOs, participate in the Marathon Petroleum Retirement Plan (“Retirement Plan”), a tax-qualified defined benefit retirement plan primarily designed to provide participants with income after retirement. The Retirement Plan is sponsored by Marathon Petroleum Company LP (“MPC LP”), our indirect wholly owned subsidiary. Participants in the plan become fully vested upon completing three years of vesting service. Normal retirement age under the plan is 65. The plan has both a “legacy” retirement benefit and a “cash balance” retirement benefit. |

  167. Marathon Petroleum Corporation

    | Legacy Benefit Prior to 2010, the monthly benefit was determined under the following legacy benefit formula: | | Legacy Monthly Benefit = (1.6% x Monthly Final Average Pay x Years of Participation) – (1.33% x Monthly Estimated Primary Social Security Benefit x Years of Participation) |

  168. Marathon Petroleum Corporation

    | This formula was amended effective January 1, 2010, to cease future accruals of additional participation years, and as applied to eligible NEOs, cease further compensation updates. No more than 37.5 participation years may be |

  169. Marathon Petroleum Corporation

    | 58 | Marathon Petroleum Corporation |

  170. Marathon Petroleum Corporation

    | recognized under the formula. Eligible earnings include, but are not limited to, pay for hours worked, pay for allowed hours, military leave allowance, commissions, bonuses and elective deferrals to the Thrift Plan (defined below). Age continues to be updated under the formula. |

  171. Marathon Petroleum Corporation

    | Under the legacy retirement benefit, a vested participant who is at least age 62 may retire prior to age 65 and receive an unreduced benefit. Ms. Gagle has a legacy retirement benefit under the plan that remains subject to reduction as she has not yet reached age 62. Available benefits 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 legacy benefit formula is reduced as follows: |

  172. Marathon Petroleum Corporation

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

  173. Marathon Petroleum Corporation

    | The plan was amended effective August 31, 2022, to allow an active participant who has attained age 59.5 to elect to take an in-service distribution of their legacy retirement benefit on or after December 1, 2022. Mr. Aydt made such an election in 2022 with regard to his legacy retirement benefit, and the distribution was made in 2023, as reflected in the table above. As of December 31, 2023, no other NEO was eligible to elect an in-service distribution. |

  174. Marathon Petroleum Corporation

    | Cash Balance Benefit Starting in 2010, benefit accruals are determined under the following cash balance formula: | | Cash Balance Annual Benefit = (Annual Compensation x Pay Credit Percentage) + (Account Balance x Interest Credit Rate) |

  175. Marathon Petroleum Corporation

    | Participants receive pay credit percentages based on the sum of their age and cash balance service: | | | | | Participant Points | Fewer than 50 Points | 50-69 Points | 70 Points or More | | Pay Credit Percentage | 7% | 9% | 11% |

  176. Marathon Petroleum Corporation

    | Annual compensation is limited to $330,000 for 2023 and generally includes wages and salary for time worked, with certain exclusions. Under the cash balance retirement benefit, a vested participant may retire at any age prior to 65 and receive an unreduced benefit. Each NEO has a vested cash balance retirement benefit under the plan that is not subject to reduction upon retirement. Under the cash balance formula, plan participants receive pay credits based on age and cash balance service. For 2023, Messrs. Hennigan, Aydt and Floerke and Ms. Gagle received pay credits equal to 11% of compensation, and Ms. Mannen received a pay credit equal to 9% of compensation. There are no early retirement subsidies under the cash balance formula. | | Excess Benefit Plan (Defined Benefit Portion) The Marathon Petroleum Excess Benefit Plan (“Excess Benefit Plan”), sponsored by MPC LP, is an unfunded nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees, including our NEOs. This plan generally provides benefits that participants would have otherwise received under the tax-qualified Retirement Plan were it not for Internal Revenue Code limitations. For our NEOs, eligible earnings under the plan include the compensation items shown above for the Retirement Plan, but without regard to any Internal Revenue Code limit, as well as any salary and bonus amounts deferred by the NEO under the Executive Deferred Compensation Plan (defined below). | | With respect to Mr. Aydt and Ms. Gagle, who have frozen legacy-type benefits under the plan, eligible earnings for the legacy-type portion were determined using each NEO’s highest consecutive 36-month compensation (exclusive of bonuses) and three highest bonuses earned over the 10-year period up to December 31, 2012. Notwithstanding Mr. Aydt’s election to take an in-service distribution of his legacy retirement benefit under the Retirement Plan, as discussed above, he is deemed to continue to have a legacy-type benefit under the Retirement Plan for purposes of the Excess Benefit Plan. None of the other NEOs have a legacy-type benefit under the Excess Benefit Plan. |

  177. Marathon Petroleum Corporation

    | 2024 Proxy Statement | 59 |

  178. Marathon Petroleum Corporation

    | Due to the structure of the frozen legacy benefit formula under the Retirement Plan, the age-related benefit conversion factors used to calculate lump sum benefits under the frozen legacy 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. |

  179. Marathon Petroleum Corporation

    | The Excess Benefit Plan permits the Compensation and Organization Development Committee, on a discretionary basis, to extend a lump sum retirement benefit supplement (“Service Benefit”) to individual officers of MPC who have a frozen legacy-type benefit under the plan to offset the age-related erosion (if any) of the frozen legacy-type benefit from age 62 until such officer’s actual retirement date or date of death. An officer must be vested under the Retirement Plan to qualify for the Service Benefit. Ms. Gagle has a frozen legacy-type benefit under the plan; however, the Committee has not extended eligibility for this benefit to her at this time. |

  180. Marathon Petroleum Corporation

    | Tax-Qualified Defined Contribution Retirement Plan The Marathon Petroleum Thrift Plan (“Thrift Plan”), sponsored by MPC LP, is a tax-qualified defined contribution retirement plan. In general, all of our employees, including our NEOs, are immediately eligible to participate in the plan. The purpose of the plan is to assist employees in maintaining a steady program of savings to supplement their retirement income and to meet other financial needs. | | The Thrift Plan allows eligible employees, such as our NEOs, to make elective deferral contributions to their plan accounts on a pre-tax, after-tax or “Roth” basis from 1% to a maximum of 75% of their plan-considered gross pay, with such gross pay limited to the applicable Internal Revenue Code annual compensation limit ($330,000 for 2023). Eligible employees who are “highly compensated employees” as determined under the Internal Revenue Code, such as our NEOs, may make after-tax contributions to their plan accounts from only 1% to 6% of their plan-considered gross pay limited to the applicable Internal Revenue Code annual compensation limit ($330,000 for 2023). Employer matching contributions are made on such elective deferrals and after-tax contributions at a rate of 117% up to a maximum of 6% of an employee’s plan-considered gross pay. All employee elective deferrals and after-tax contributions, and all employer matching contributions made, are fully vested. |

  181. Marathon Petroleum Corporation

    | 60 | Marathon Petroleum Corporation |

  182. Marathon Petroleum Corporation

    | 2023 Nonqualified Deferred Compensation | | The following table provides information regarding our nonqualified savings and deferred compensation plans. |

  183. Marathon Petroleum Corporation

    | Excess Benefit Plan (Defined Contribution Portion) The Excess Benefit Plan is an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Participants receive employer matching contributions equal to the amount they would have otherwise received under the tax-qualified Thrift Plan were it not for Internal Revenue Code limitations. |

  184. Marathon Petroleum Corporation

    | Potential Payments Upon Termination or Change in Control | | The following discussion provides information regarding the compensation payable to our NEOs under each hypothetical termination scenario, assuming that the applicable termination event occurred on December 31, 2023, based on the plans and agreements in place on that date. The actual payments to which an NEO would be entitled may only be determined based upon the actual occurrence and circumstances surrounding the termination. | | Our NEOs would be entitled under each termination scenario to receive their vested benefits that have accrued under our employee and qualified retirement and nonqualified deferred compensation plans. For more information about our retirement and deferred compensation programs, see “Post-Employment Benefits for 2023” and “2023 Nonqualified Deferred Compensation.” |

  185. Marathon Petroleum Corporation

    | Name | Severance ($)(1) | Life and Health Insurance Benefits ($) | Additional Legacy Pension Benefits ($)(2) | MPC RSUs/MPLX Phantom Units Vested ($)(3)(4) | MPC PSUs Vested ($)(3)(5) | Total ($) | | Hennigan | 3,547,280 | 17,642 | — | — | — | 3,564,922 | | Mannen | 8,044,500 | 11,984 | — | 8,778,274 | 7,940,375 | 24,775,133 | | Aydt | 6,010,800 | 10,634 | 15,084,343 | — | — | 21,105,777 | | Gagle | 5,148,300 | 11,975 | 10,932,009 | — | — | 16,092,284 | | Floerke | 3,888,600 | 8,673 | — | — | — | 3,897,273 |

  186. Marathon Petroleum Corporation

    | CEO Pay Ratio | | SEC rules require us to disclose the ratio of the annual total compensation of our CEO, Mr. Hennigan, to the median of the annual total compensation of all our employees (other than Mr. Hennigan). | | We identified our median employee as of October 31, 2021, by analyzing the accumulated actual wages and bonus amounts paid to each employee, other than our CEO, between January 1, 2021, and October 1, 2021. We selected this process to determine our median employee as we believe such accumulated pay reasonably reflects the median employee’s annual total compensation taking into account all of our employees. We included in our analysis 17,779 full-time regular, part-time, casual and international employees as of October 31, 2021. As permitted by SEC rules, we excluded for administrative convenience our employees from the following non-U.S. jurisdictions: Canada (7 employees), Mexico (42 employees) and Singapore (8 employees), which together accounted for approximately 0.32% of our total employee population. | | Given that there has been no material change to our employee population or employee compensation programs that we reasonably believe would result in a significant change to our pay ratio disclosure, we have continued to identify the same employee reported for 2021 and 2022 as our median employee for 2023. We calculated our median employee’s total compensation using the same methodology required by the SEC rules for disclosure of compensation to the principal executive officer in the “2023 Summary Compensation Table.” |

  187. Marathon Petroleum Corporation

    | Pay Ratio Calculation | | | Mr. Hennigan’s annual total compensation | $24,054,492 | | Median employee’s annual total compensation | $176,205 | | Ratio of CEO to median employee annual total compensation | 137 to 1 |

  188. Marathon Petroleum Corporation

    | Pay Versus Performance | | SEC rules require us to disclose the following information concerning executive compensation and certain financial performance information about the Company for the periods shown. Based on 2023 SEC guidance, some amounts shown in the following tables have been calculated differently than for the corresponding disclosure in our 2023 Proxy Statement. |

  189. Marathon Petroleum Corporation

    | PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ millions) | MPC Relative TSR Performance Percentile | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2023 | 24,054,492 | 49,644,470 | 5,557,272 | 10,633,993 | 284.79 | 189.79 | 11,172 | 100.00th | | 2022 | 21,288,532 | 54,026,557 | 4,759,899 | 11,070,030 | 218.21 | 153.61 | 16,050 | 83.33rd | | 2021 | 21,185,206 | 34,913,307 | 5,601,203 | 6,430,233 | 116.95 | 90.02 | 11,001 | 91.67th | | 2020 | 15,534,265 | 21,219,014 | 5,628,257 | 5,101,562 | 72.64 | 66.82 | (9,977) | 90.00th | | | 10,005,700 | 10,070,251 | | | | | | |

  190. Marathon Petroleum Corporation

    | Summary Compensation Table Total for Principal Executive Officer (“PEO”) and Compensation Actually Paid to PEO include the following PEOs for each year shown: | | •2023, 2022 and 2021: Michael J. Hennigan •2020: Mr. Hennigan (top row), who was promoted to the CEO role effective March 17, 2020, and Gary R. Heminger (bottom row), who stepped down from the CEO role on that date but continued to serve in his role as Chairman of the Board through April 29, 2020 | | Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-PEO NEOs include the following NEOs for each year shown: | | •2023: Maryann T. Mannen, Timothy J. Aydt, Suzanne Gagle and Gregory S. Floerke •2022: Ms. Mannen, Ms. Gagle, Mr. Aydt, Mr. Floerke and Raymond L. Brooks •2021: Ms. Mannen, Mr. Brooks, Ms. Gagle, Brian C. Davis, Donald C. Templin and Timothy T. Griffith •2020: Mr. Templin, Mr. Griffith, Mr. Brooks and Ms. Gagle |

  191. Marathon Petroleum Corporation

    | Compensation Actually Paid (“CAP”) for 2023 is calculated in accordance with SEC Regulation S-K, Item 402(v)(2)(iii), and includes the aggregate of: | | •Salary earned for 2023, as shown in the “Salary” column of the “2023 Summary Compensation Table” (“SCT”) on page 52. | | •The total ACB award earned for 2023, paid in 2024, as shown in the “Non-Equity Incentive Plan Compensation” column of the SCT. | | •MPC’s aggregate contributions in 2023 to defined contribution plans and the value of 2023 perquisites, as shown in the “All Other Compensation” column of the SCT. This value was earned and received in 2023. | | •The actuarial present value of each officer’s benefit under our defined benefit pension plans attributable to services rendered during 2023, determined by our actuary using actuarial assumptions consistent with those used in our financial statements. This value was earned in 2023 but will not be received until a future date. | | •For LTI awards made in 2023 that were outstanding as of December 31, 2023, the fair value of these awards as of December 31, 2023. This value was not received in 2023, but is representative of estimated potential value that may be received in the future. | | •For LTI awards made prior to 2023 that were outstanding as of December 31, 2023, the year-over-year change in fair value of these awards from December 31, 2022, to December 31, 2023. This value was not received in 2023, but is representative of the change in estimated potential value that may be received in the future. | | •For LTI awards made in 2023 that distributed in 2023, the fair value of these awards as of the distribution date. This value was received in 2023. | | •For LTI awards made prior to 2023 that distributed in 2023, the change in fair value of these awards from December 31, 2022, to the distribution date. Our officers may have received more or less than this value in 2023, as the amount included here is only reflective of the change in value from December 31, 2022, through the distribution date. | | •LTI awards made prior to 2023 that were forfeited in 2023 are subtracted from CAP using the fair value of such awards as of December 31, 2022. This decreases CAP and reflects value that will not be received. | | •Dividend equivalents (MPC) and distribution equivalents (MPLX) accrued during 2023 on unvested LTI awards. As these accrued dividends/distribution equivalents are paid when the underlying award distributes, this value was received in 2023 only in respect of the underlying awards that distributed in 2023. The value of the remaining accrued dividend equivalents and distribution equivalents may be received if and when the underlying awards distribute in the future. | | CAP for the other years shown is calculated using substantially the same methodology as for 2023. Therefore, CAP for each year shown includes both value that has been received in that year, as well as estimated value that may be received in the future if and when the associated LTI award distributes, or may not be received at all if the associated LTI award is forfeited. Value received for LTI awards in the future may be more or less than the value included in CAP for each year shown depending on the value of MPC common stock and MPLX common units at the time such awards distribute. | | In accordance with Regulation S-K, Item 402(v)(2)(iii), the CAP columns reflect the following additions and deductions to the SCT totals for each year shown. |

  192. Marathon Petroleum Corporation

    | Deductions from SCT Total include the amounts shown in the SCT “Stock Awards” column and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for each year shown. | | Additions to SCT Total reflect the value of equity calculated in accordance with SEC methodology for determining CAP for each year shown. The equity components of 2023 CAP are further detailed in the following supplemental tables. |