DEF 14A of Marathon Petroleum Corp, Mar 17, 2025

DEF 14A of Marathon Petroleum Corp

Filed Mar 17, 2025 · FY20240001510295-25-000023

Open on EDGAR

  1. Marathon Petroleum Corporation

    | TERMS AND ACRONYMS | | | | | | | ACB | Annual Cash Bonus program | GAAP | Generally Accepted Accounting Principles in the United States | | | Annual Meeting | Marathon Petroleum Corporation’s 2025 annual meeting of shareholders | | | | | | | GHG | Greenhouse gas | | | Board | Board of Directors, Marathon Petroleum Corporation | LTI | Long-term incentive | | | | | Marathon | Marathon Petroleum Corporation | | | Bylaws | Amended and Restated Bylaws of Marathon Petroleum Corporation | | | | | | | MPC | Marathon Petroleum Corporation | | | | | MPLX | MPLX LP | | | CD&A | Compensation discussion and analysis | | | | | | | NEO | Named Executive Officer | | | CEO | Chief Executive Officer | | | | | | | NYSE | New York Stock Exchange | | | CFO | Chief Financial Officer | | | | | | | OSHA | U.S. Occupational Safety and Health Administration | | | Company | Marathon Petroleum Corporation | | | | | DCF | Distributable cash flow at MPLX LP | | | | | | | PSUs | Performance share units | | | DGCL | Delaware General Corporation Law | | | | | | | PwC | PricewaterhouseCoopers LLP | | | EPA | U.S. Environmental Protection Agency | | | | | | | RSUs | Restricted stock units | | | ERM | Enterprise risk management | | | | | | | SEC | U.S. Securities and Exchange Commission | | | Exchange Act | Securities Exchange Act of 1934, as amended | | | | | | | TSR | Total shareholder return |

  2. Marathon Petroleum Corporation

    | 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: |

  3. 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 | ü | No guaranteed minimum bonuses | | ü | Performance metrics achievement capped at 200% of target | ü | No excise tax gross-ups | | ü | Clawback provisions for both long-term and short-term incentive awards | ü | No tax gross-ups on perquisites (other than for relocation reimbursements in limited circumstances) | | ü | “Double trigger” LTI vesting in a change of control | ü | No dividend equivalents paid on unvested awards | | ü | Executive and employee compensation tied to financial and non-financial performance | ü | Policy prohibiting executives from hedging or pledging our securities | | ü | Limited perquisites and personal benefits | ü | Discontinued grants of stock options |

  4. 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 over time. | | v | Reward for execution of our business strategy and desired culture. | | v | Differentiate pay on the basis of performance, experience and skill set. |

  5. Marathon Petroleum Corporation

    | 2024 Target Compensation Mix | | 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 long-term value for our shareholders, a substantial majority of our NEOs’ compensation is at-risk and based on performance measures tied to our business strategy and culture. |

  6. Marathon Petroleum Corporation

    | CEO Mannen* | Base Salary | ACB | MPC PSUs | MPC RSUs | MPLX Phantom Units | | | 9% | 15% | 46% | 15% | 15% | | | | 61% Performance-Based | | 30% Time-Based | | | | | 91% At-Risk | | | |

  7. Marathon Petroleum Corporation

    | OTHER NEOs Average** | Base Salary | ACB | MPC PSUs | MPC RSUs | MPLX Phantom Units | | | 19% | 18% | 38% | 12.5% | 12.5% | | | | 56% Performance-Based | | 25% Time-Based | | | | | 81% At-Risk | | | |

  8. Marathon Petroleum Corporation

    | * Ms. Mannen’s compensation has been annualized to reflect her total target compensation had she served as President and CEO for the entire year. | | ** Excludes Mr. Hennigan because his compensation as Executive Chairman differs materially from compensation for the other NEOs. |

  9. Marathon Petroleum Corporation

    | 2025 Proxy Statement | 7 |

  10. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  11. Marathon Petroleum Corporation

    | CORPORATE GOVERNANCE |

  12. Marathon Petroleum Corporation

    | Proposal 1. Election of Directors |

  13. Marathon Petroleum Corporation

    | ü | The Board of Directors recommends you vote FOR each of the following Class II director nominees: | | | | | | Evan Bayh | Jeffrey C. Campbell | Kimberly N. Ellison-Taylor | Kim K.W. Rucker |

  14. Marathon Petroleum Corporation

    | The Board of Directors is divided into three classes of directors, with one class elected each year for a three-year term. The current members of Class II, which is due to stand for election at the 2025 Annual Meeting, are Messrs. Bayh, Bunch and Galante and Mses. Ellison-Taylor and Rucker. Messrs. Bunch and Galante are not standing for reelection as they have reached our mandatory retirement age for directors. Mr. Campbell, who was elected to the Board as a member of Class I in November 2024, has been nominated for election at the Annual Meeting as a Class II director to maintain the classes as equal in size as practicable. Assuming all director nominees are elected at the Annual Meeting, the Board expects to set the current number of directors at 12, with four directors in each class. | | As informed by our individual director evaluation process discussed further on page 22, our Board recommends that shareholders vote FOR the election to the Board of each Class II director nominee. We expect each nominee will be able to serve if elected. Any director vacancy may be filled by a majority vote of the remaining directors. Any director elected in this manner would hold office until expiration of the term of the class to which he or she has been elected. |

  15. Marathon Petroleum Corporation

    | BOARD SKILLS, EXPERTISE AND DEMOGRAPHICS* | | | | | | | | | | | | | | | | MPC Board Tenure (years at April 30, 2025) | | 9 | 5 | 5 | 4 | 14 | <1 | 1 | 7 | 1 | 1 | 8 | 14 | 5.7 Years Average Tenure | | Director Independence | | ü | ü | | ü | ü | ü | ü | ü | | ü | ü | ü | 83% Independent | | Key Skills and Expertise | | | | | | | | | | | | | | | | Senior Leadership | | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 12/12 | | Public Company CEO | | | ü | ü | ü | | | | | ü | ü | ü | ü | 7/12 | | Risk Management | | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 12/12 | | Corporate Governance | | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 12/12 | | Finance & Accounting | | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 12/12 | | Energy Industry | | ü | ü | ü | ü | | | | ü | ü | | ü | ü | 8/12 | | International Business | | ü | | ü | | ü | ü | ü | ü | ü | ü | ü | ü | 10/12 | | Sustainability | | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 12/12 | | Environment | | | | ü | | | ü | | | | | ü | ü | 4/12 | | Government, Legal & Regulatory | | | ü | | | ü | | | ü | | ü | | ü | 5/12 | | Technology & Cybersecurity | | | ü | ü | | ü | ü | ü | ü | | | | | 6/12 | | Age (at April 30, 2025) | | 71 | 54 | 65 | 73 | 69 | 64 | 55 | 58 | 62 | 59 | 66 | 70 | 63.8 Years Average Age | | Gender | Male | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | | | | | ¡ | ¡ | 67% | | | Female | | | | | | | ¡ | ¡ | ¡ | ¡ | | | 33% | | Race, Ethnicity and Native American Tribal Membership | | ¡ | | | ¡ | | | ¡ | ¡ | | | | | 33% | | | | CLASS I | | | | CLASS II | | | | CLASS III | | | | |

  16. Marathon Petroleum Corporation

    | * Reflects expected composition of the Board following the Annual Meeting, assuming all Class II director nominees are elected. See “Director Skills, Experience and Expertise” on page 17 for more information on each key skill and how it supports our company strategy. |

  17. Marathon Petroleum Corporation

    | 8 | Marathon Petroleum Corporation |

  18. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  19. Marathon Petroleum Corporation

    | Evan Bayh | | | | | CLASS II DIRECTOR NOMINEE | | | 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) | | | | | | Independent Director Age: 69 Director since: 2011 MPC Board Committees: Corporate Governance and Nominating Sustainability and Public Policy, Chair | 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 | | | | | | | 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) | | | | | | | | 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 | | | | | |

  20. Marathon Petroleum Corporation

    | Jeffrey C. Campbell | | | | | CLASS II DIRECTOR NOMINEE | | | Former Vice Chairman and CFO, American Express Company | | | | | | Term expires 2025 | | | Key Skills and Expertise | | | | | | | | ü | Senior leadership | ü | Finance & accounting | ü | Environment | | | ü | Risk management | ü | International business | ü | Technology & cybersecurity | | | ü | Corporate governance | ü | Sustainability | | | | | Career Highlights: | | | | | | | | v | Vice Chairman (2023-2024), Vice Chairman and CFO (2021-2023), Executive Vice President and CFO (2013-2021), and Executive Vice President, Finance (2013) of American Express Company, a financial services company | | | | | | Independent Director Age: 64 Director since: 2024 MPC Board Committees: Audit, Chair(1) Compensation and Organization Development | | | | | | | | | v | Executive Vice President and CFO, McKesson Corporation (2003-2013) | | | | | | | v | Senior Vice President, Finance and CFO (2002-2003), Vice President, Europe (2000-2002), and Vice President, Corporate Development and Treasurer (1998-2000) of AMR Corporation, and in various positions of increasing responsibility at AMR Corporation since 1990 | | | | | | | Other Public Company Directorships (current): Aon plc (since 2018); Hexcel Corporation (since 2003), Lead Director (since 2018) | | | | | | | | Education: A.B., Economics, Stanford University; M.B.A., Harvard University | | | | | | | (1) Elected to serve as Chair, replacing the retiring Chair, immediately following the Annual Meeting. | | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Member, Board of Directors, The Julliard School | | | | | |

  21. Marathon Petroleum Corporation

    | 2025 Proxy Statement | 9 |

  22. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  23. Marathon Petroleum Corporation

    | Kimberly N. Ellison-Taylor | | | | | CLASS II DIRECTOR NOMINEE | | | 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) | | | | | | Independent Director Age: 55 Director since: 2024 MPC Board Committees: Audit Corporate Governance and Nominating | 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 | | | | | | | v | Chief Information & Technology Officer, Prince George’s County, Maryland (2001-2004) | | | | | | | Other Public Company Directorships (current): U.S. Bancorp (since 2021) | | | | | | | | Other Public Company Directorships (within past five years): EverCommerce Inc. (2021-2024) | | | | | | | | 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 (AICPA) | | | | | | | | Certified public accountant; certified internal auditor; certified information systems auditor | | | | | |

  24. Marathon Petroleum Corporation

    | Kim K.W. Rucker | | | | | CLASS II DIRECTOR NOMINEE | | | 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: 58 Director since: 2018 MPC Board Committees: Audit Compensation and Organization Development, Chair(1) Sustainability and Public Policy(2) | | | | | | | | | 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 | 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 | | | | | | | (1) Elected to serve as Chair, replacing the retiring Chair, immediately following the Annual Meeting. (2) Will cease service on this committee effective April 30, 2025. | | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Member, Board of Trustees, Johns Hopkins Medicine | | | | | | | | Member, Board of Directors, Haven for Hope | | | | | |

  25. Marathon Petroleum Corporation

    | 10 | Marathon Petroleum Corporation |

  26. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  27. Marathon Petroleum Corporation

    | Maryann T. Mannen | | | | | | CLASS III DIRECTOR | | President and CEO, Marathon Petroleum Corporation | | | | | | 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 | | | | | Career Highlights: | | | | | | | | v | President, CEO and a director (since August 2024), President (January-July 2024) and Executive Vice President and Chief Financial Officer of MPC (2021-2023); President and CEO (since August 2024) and director (since 2021) of MPLX | | | | | | Executive Director Age: 62 Director since: 2024 MPC Board Committees: Sustainability and Public Policy | | | | | | | | | v | Executive Vice President and CFO (2017-2020) of TechnipFMC (a successor to FMC Technologies, Inc.), an engineering services and energy technology company; Executive Vice President and CFO (2014-2017) and Senior Vice President and CFO (2011-2017), and in various positions of increasing responsibility at FMC Technologies since 1986 | | | | | | | Other Public Company Directorships (current): MPLX GP LLC* (since 2021); Owens Corning (since 2014) | | | | | | | | Education: B.S.B.A., Accounting, Rider University; M.B.A., Rider University | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Executive Committee member, American Petroleum Institute (API) | | | | | | | | Executive Committee member, American Fuel and Petrochemical Manufacturers (AFPM) | | | | | | | | Executive Committee member, Ohio Business Roundtable; member, The Business Council | | | | | | | | Secretary, Executive Committee and Finance Committee member, Cynthia Woods Mitchell Pavilion Board of Directors | | | | | |

  28. Marathon Petroleum Corporation

    | Eileen P. Paterson | | | | | | 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., an aerospace company | | | | | | Independent Director Age: 59 Director since: 2024 MPC Board Committees: Compensation and Organization Development Sustainability and Public Policy | | | | | | | | | 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) | | | | | | | 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): Constellation Energy Corporation (since 2024); 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; Board of Governors, Aerospace Industries Association; National Space Council Users’ Advisory Group | | | | | |

  29. 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. |

  30. Marathon Petroleum Corporation

    | 2025 Proxy Statement | 11 |

  31. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  32. 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) | | | | | | Independent Director Age: 66 Director since: 2017 MPC Board Committees: Audit(1) Corporate Governance and Nominating, Chair(2) Sustainability and Public Policy | 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 | | | | | | | 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) | | | | | | | (1) Will cease service on this committee effective April 30, 2025. (2) Elected to serve as Chair, replacing the retiring Chair, immediately following the Annual Meeting. | 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 | | | | | |

  33. Marathon Petroleum Corporation

    | John P. Surma | | | | | | CLASS III DIRECTOR | | Former Chairman and CEO, United States Steel Corporation | | | | | | Term expires 2026 | | | 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 | Government, legal & regulatory | | | ü | Corporate governance | | | | | | | Career Highlights: | | | | | | | Independent Lead Director Age: 70 Director since: 2011 MPC Board Committees: Audit(1) Corporate Governance and Nominating(1) | 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 | | | | | | | 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: | | | | | | | (1) Will join this committee effective April 30, 2025. | Chairperson, 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 | | | | | |

  34. 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. |

  35. Marathon Petroleum Corporation

    | 12 | Marathon Petroleum Corporation |

  36. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  37. Marathon Petroleum Corporation

    | Abdulaziz F. Alkhayyal | | | | CLASS I DIRECTOR | | | | Former Senior Vice President, Industrial Relations, Saudi Aramco | | | | | | Term expires 2027 | | | 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: 71 Director since: 2016 MPC Board Committees: Audit(1) Compensation and Organization Development Sustainability and Public Policy | | | | | | | | | 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) | | | | | | | | 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) | | | | | | | (1) Will cease service on this committee effective April 30, 2025. | Member, Board of Directors for the International Youth Foundation | | | | | |

  38. Marathon Petroleum Corporation

    | Jonathan Z. Cohen | | | | CLASS I DIRECTOR | | | | Founder, CEO and President, Hepco Capital Management, LLC | | | | | | Term expires 2027 | | | 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: 54 Director since: 2019 MPC Board Committees: Audit 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): Crane Harbor Acquisition Corp. (since 2025) | | | | | | | | Other Public Company Directorships (within past five years): Falcon Minerals Corporation (2017-2020); Osprey Technology Acquisition Corp. (2019-2021) | | | | | | | | 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; Arete Foundation; American School of Classical Studies in Athens, Greece | | | | | | | | Member, Board of Advisors, College of Arts and Sciences, University of Pennsylvania | | | | | |

  39. Marathon Petroleum Corporation

    | 2025 Proxy Statement | 13 |

  40. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  41. Marathon Petroleum Corporation

    | Michael J. Hennigan | | | | CLASS I DIRECTOR | | | | Executive Chairman, Marathon Petroleum Corporation | | | | | | Term expires 2027 | | | 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: | | | | | | | Executive Chairman Age: 65 Director since: 2020 | v | Executive Chairman (since August 2024), CEO (2020-July 2024), President (2020-2023) and director (since 2020) of MPC; Chairman (since 2020), director (since 2017), CEO (2019-July 2024) and President (2019-2023) of MPLX | | | | | | | 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) | | | | | | | | Education: B.S., Chemical Engineering, Drexel University | | | | | | | | Other Professional Experience and Community Involvement: | | | | | | | | Chair, Executive Committee, American Fuel & Petrochemical Manufacturers (AFPM) | | | | | |

  42. Marathon Petroleum Corporation

    | Frank M. Semple | | | | CLASS I DIRECTOR | | | | Former Chairman, President and CEO, MarkWest Energy Partners, L.P. | | | | | | Term expires 2027 | | | 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. (“MarkWest”) | | | | | | Independent Director Age: 73 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 | | | | | | | 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): 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, an affiliate of the Choctaw Nation of Oklahoma | | | | | | | | Member, Board of Directors, National Cowboy & Western Heritage Museum | | | | | | | | Member, Board of Directors, Semple Family Museum of Native American Art, Southeastern Oklahoma State University | | | | | |

  43. 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. |

  44. Marathon Petroleum Corporation

    | 14 | Marathon Petroleum Corporation |

  45. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  46. 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 MPC and 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 Policies | | 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. |

  47. 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.” | | | |

  48. Marathon Petroleum Corporation

    | 2025 Proxy Statement | 15 |

  49. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  50. 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 and our Lead Director. | | The Board believes that it, as a whole, should possess the combination of skills, professional experience, and range 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. |

  51. Marathon Petroleum Corporation

    | Director Nomination Process | | 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 searches, which culminated in the appointments to the Board of Mses. Ellison-Taylor and Paterson, effective March 1, 2024, and Mr. Campbell, effective November 11, 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 18 for more information on the proxy access provision of our Bylaws and “When must shareholder proposals and director nominations be submitted for the 2026 annual meeting?” on page 80 for information on how to submit director nominations for our 2026 annual meeting in accordance with our Bylaws. |

  52. Marathon Petroleum Corporation

    | Board Refreshment and Director Tenure | | 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 22, 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 (following the Annual Meeting, assuming all director nominees are elected) is 5.7 years. |

  53. 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: | | •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. |

  54. Marathon Petroleum Corporation

    | In evaluating the above criteria, the Board specifically considered the Company’s ordinary course business transactions with the following companies at which certain of our directors also serve as director: Clean Harbors, Inc. (with respect to Mr. Galante), Constellation Energy Corporation (with respect to Ms. Paterson), GE Vernova (with respect to Ms. Rucker) and HP Inc. (with respect to Ms. Rucker). The Board concluded that these transactions did not affect any director’s independence. |

  55. Marathon Petroleum Corporation

    | 16 | Marathon Petroleum Corporation |

  56. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  57. Marathon Petroleum Corporation

    | Based on these criteria and considerations, the Board has determined that each of the following directors is independent: Mr. Alkhayyal; Mr. Bayh; Mr. Bunch; Mr. Campbell; Mr. Cohen; Ms. Ellison-Taylor; Mr. Galante; Ms. Paterson; Ms. Rucker; Mr. Semple; Mr. Stice; Mr. Surma and Ms. Tomasky. Neither Ms. Mannen, in her role as President and CEO, nor Mr. Hennigan, in his role as Executive Chairman, is independent. |

  58. Marathon Petroleum Corporation

    | Director Skills, Experience 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, collaborative approach to engagement, 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.* |

  59. 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. | 12 | | | | | Directors | | | Public Company CEO | Leadership experience as a chief executive officer of a large, public company provides a unique perspective and the 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, including with respect to environmental, social and cybersecurity matters, provides skills critical to the Board’s oversight of our risk assessment and risk management programs. | 12 | | | | | 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. | 12 | | | | | 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. | 8 | | | | | Directors | | | International Business | Experience with international trade, conducting operations outside the U.S. or leading a global business provides valuable business knowledge and perspective on our international operations and global commodity trade. | 10 | | | | | 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. | 12 | | | | | 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. | 4 | | | | | 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. | 5 | | | | | 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. | 6 | | | | | Directors | |

  60. Marathon Petroleum Corporation

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

  61. 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.” |

  62. Marathon Petroleum Corporation

    | 2025 Proxy Statement | 17 |

  63. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  64. 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. |

  65. 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. |

  66. Marathon Petroleum Corporation

    | Board Function and Leadership |

  67. Marathon Petroleum Corporation

    | Board Meetings and Attendance | | | The Board met eight times in 2024. Our Corporate Governance Principles set forth the expectation that directors will attend and actively participate in Board meetings. In 2024, all directors (other than Mr. Campbell) attended at least 75% of the aggregate number of meetings of the Board and the committees on which they served, and all directors’ attendance at such meetings averaged 98%. Mr. Campbell, who joined the Board effective November 11, 2024, missed one committee meeting in late November due to a commitment made prior to joining the Board. As Executive Chairman, Mr. Hennigan attends committee meetings but is not a member of any standing Board committee. | | | | Board meetings in 2024: | | | 8 | | | Committee meetings in 2024: | | | 20 | | | Average director attendance at Board and Committee meetings in 2024: | | Our Corporate Governance Principles provide that the non-management directors will hold regular executive sessions, presided over by the independent Chairman or Lead Director, as applicable, without management present. The non-management directors held seven such executive sessions in 2024. | | | | | | All directors are expected to attend our annual meeting. All directors (other than Ms. Paterson) attended the virtual annual meeting of shareholders held on April 24, 2024. Ms. Paterson, who joined the Board effective March 1, 2024, was unable to attend the 2024 Annual Meeting due to a commitment made prior to joining the Board. | |

  68. Marathon Petroleum Corporation

    | Board Leadership Structure | | 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. | | In making a determination to separate or combine the Chairman and CEO roles, the Board takes into consideration many factors, including: | | •The Board’s role in oversight; | | •The skills, qualifications and experience of our current directors; | | •The evolving needs of our Company; |

  69. Marathon Petroleum Corporation

    | 18 | Marathon Petroleum Corporation |

  70. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  71. Marathon Petroleum Corporation

    | •How our leadership structure is functioning; and | | •The views of our shareholders. | | 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 roles of Chairman and CEO from 2016 to 2020, elected an independent Chairman from 2020 to 2024, and elected an Executive Chairman, our former CEO, in mid-2024. These adjustments to leadership structure 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. | | As part of the Leadership Transition described on page 2, effective August 1, 2024, the Board elected Mr. Hennigan, previously our CEO since 2020, as Executive Chairman of the Board, and Mr. Surma, previously our independent Chairman since 2020, as independent Lead Director. The Board believes Mr. Hennigan is currently in the best position to serve as Chairman due to his proven leadership skills and judgment and his industry expertise in key areas of strategic importance to our business. The Board believes Mr. Surma is currently in the best position to serve as independent Lead Director due to his understanding of our business and strategy and his experience with risk management, financial oversight and corporate governance. His role ensures independent oversight and accountability. |

  72. Marathon Petroleum Corporation

    | EXECUTIVE CHAIRMAN | | INDEPENDENT LEAD DIRECTOR | | | | Michael J. Hennigan Executive Chairman since 2024 Director of MPC since 2020 | | John P. Surma Independent Lead Director since 2024 Director of MPC since 2011 | | Key Responsibilities | | Key Responsibilities | | | Provides leadership to the Board and ensures the effective discharge of its duties through: •Assisting the Board with reviewing and monitoring MPC’s strategy and direction •Timely communicating key developments to the Board •Approving Board meeting agendas and schedules •Calling and presiding at Board meetings, and attending all committee meetings •Assisting with director recruitment, committee composition, committee chair selection and the Board’s self-evaluation process •Assisting with the evaluation of CEO performance and leadership succession planning Supports Company leadership through: •Acting as an advisor to the CEO and other officers •Facilitating effective communications between the directors and Company leadership Promotes engagement with shareholders through: •Calling, and presiding as Chairman at, shareholder meetings •Directly communicating with our shareholders and stakeholders, as appropriate | | Ensures independent oversight of Company leadership and promotes effective corporate governance through: •Consulting with the Chairman and the CEO on Board meeting agendas and schedules •Presiding at Board meetings when the Chairman is absent or at the Chairman’s request and at all executive sessions of non-management directors •Having the authority to call meetings of the independent directors •Assisting with director recruitment, committee composition, committee chair selection and the Board’s self-evaluation process •Assisting with the evaluation of CEO performance and leadership succession planning Supports Company leadership through: •Serving as a liaison between the Chairman and the CEO and the independent directors •Providing feedback to the Chairman and the CEO following executive sessions of non-management directors Promotes engagement with shareholders through: •Directly communicating with our shareholders and stakeholders, as appropriate | |

  73. Marathon Petroleum Corporation

    | 2025 Proxy Statement | 19 |

  74. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  75. Marathon Petroleum Corporation

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

  76. 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 Company leadership, the independent auditor and our internal auditors the integrity of our disclosure controls and procedures, annual and quarterly financial statements and internal control 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 leadership significant corporate risk exposures and 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 sustainability 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: Abdulaziz F. Alkhayyal(1) Jeffrey C. Campbell(1)(2) Jonathan Z. Cohen(1) Kimberly N. Ellison-Taylor(1) Kim K.W. Rucker Frank M. Semple J. Michael Stice(1) | | | | Meetings in 2024: 5 | | | | Independent Directors: 100% | | | | (1) Audit Committee financial expert (2) Effective November 11, 2024 | |

  77. 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. |

  78. 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 financial and non-financial performance metrics and measures thereunder, and certifies achievement of performance •Reviews with the CEO the succession plan for senior leadership •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: Abdulaziz F. Alkhayyal Charles E. Bunch Jeffrey C. Campbell(1) Eileen P. Paterson Kim K.W. Rucker Frank M. Semple | | | | Meetings in 2024: 6 | 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. | | | Independent Directors: 100% | | | | (1) Effective November 11, 2024 | |

  79. 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. |

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    | 20 | Marathon Petroleum Corporation |

  81. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  82. 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 •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: Evan Bayh Jonathan Z. Cohen Kimberly N. Ellison-Taylor J. Michael Stice | | | | Meetings in 2024: 5 | | | | Independent Directors: 100% | |

  83. 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. |

  84. Marathon Petroleum Corporation

    | SUSTAINABILITY AND PUBLIC POLICY COMMITTEE | | | | | | Key Responsibilities | | | | •Oversees our sustainability 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 and public policy matters •Oversees our engagement with stakeholders on sustainability and public policy matters | | | Evan Bayh, Chair | | | | Members: Abdulaziz F. Alkhayyal Edward G. Galante Maryann T. Mannen Eileen P. Paterson Kim K.W. Rucker J. Michael Stice Susan Tomasky | | | | Meetings in 2024: 4 | | | | Independent Directors: 86% | |

  85. Marathon Petroleum Corporation

    | 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 Executive Chairman, the independent Lead Director, the CEO and the Chair of each of the Board’s four standing committees. |

  86. Marathon Petroleum Corporation

    | 8 | FIND MORE AT WWW.MARATHONPETROLEUM.COM | | Each of the Board’s four standing committees operates under a written charter adopted by the Board. These charters are available under the “About” tab of our website, by selecting “Board of Directors.” Each charter requires the applicable committee to annually assess and report to the Board on the adequacy of its charter. | |

  87. Marathon Petroleum Corporation

    | 2025 Proxy Statement | 21 |

  88. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  89. 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. |

  90. Marathon Petroleum Corporation

    | Board and Committee Evaluations | Analysis and Discussion | | | 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. | ü | Summary reports of director feedback are compiled and provided to all directors. | | | ü | The Executive Chairman leads a discussion of Board evaluation results with all of the directors as a group. | | Individual Peer and Self-Evaluations | | | | | ü | Each committee’s Chair leads a discussion of committee results at a committee meeting and reports out to the full Board. | | 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 Executive 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. | | |

  91. 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 director prior to nomination for reelection, provides a meaningful assessment tool and a forum for discussing areas for improvement. |

  92. 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 our directors’ outside directorships do not interfere with their ability to meet the responsibilities and expectations of service on our Board. |

  93. 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 |

  94. Marathon Petroleum Corporation

    | * Ms. Mannen and 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. |

  95. 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. |

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    | 22 | Marathon Petroleum Corporation |

  97. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  98. Marathon Petroleum Corporation

    | Director Orientation and Ongoing 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 leadership. This offers a new director the opportunity to receive one-on-one time with leadership to discuss various aspects of our business. | | External Programs | | We encourage directors to attend, at our expense, director continuing education programs. In 2024, several of our directors attended programs specifically focused on accounting, audit and finance; artificial intelligence and digital transformation; board leadership and corporate governance developments; cybersecurity risk; energy industry; human capital management and talent leadership; sustainability reporting; and technology. 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. | | Site Visits | | Directors make periodic site visits to our facilities. In October 2024, for example, the Board’s meeting took place at our Galveston Bay Refinery in Texas City, Texas, where directors attended interactive presentations on refinery operations, process safety, sustainability objectives and strategic investments. | | 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. |

  99. 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 independent Lead Director. |

  100. 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 |

  101. 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. |

  102. Marathon Petroleum Corporation

    | 2025 Proxy Statement | 23 |

  103. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  104. Marathon Petroleum Corporation

    | Key Areas of Board Oversight | | Oversight of Business Strategy and Risk Management | | Among the Board’s most important functions is overseeing our business strategy and risk management framework. The Board holds a dedicated annual strategy session to evaluate our strategy, including the most significant near- and long-term risks that could affect the execution of our strategy. Directors also meet with leadership at each regularly scheduled Board meeting to discuss and approve our strategic plans, financial goals, significant capital expenditures and other critical success factors, and they receive updates, as necessary, between meetings. | | 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 program 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. This framework fosters close interaction among the Board, its committees and our senior leadership. |

  105. Marathon Petroleum Corporation

    | Board of Directors | | | | | | | The Board, which has the ultimate responsibility for, and is actively engaged in, overseeing strategy and 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 sustainability 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 help ensure they do not encourage excessive risk-taking Oversees our management succession planning process and our human capital management strategies and policies 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, safety and public policy matters Reviews our 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 and public policy matters | | Senior Leadership | | | | | | | While the Board oversees risk, our senior leadership 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 and developing sustainability strategies and standards | | | | | | •Regularly reporting to the Board and its committees on enterprise-level risks and mitigation strategies | | | | | | •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 | | | |

  106. Marathon Petroleum Corporation

    | 24 | Marathon Petroleum Corporation |

  107. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  108. 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. |

  109. 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 inclusion, pay equity, talent and performance management and employee engagement. See “Investing in Our Employees” on page 31 for additional information on our approach to these matters. To further emphasize and incentivize our performance in this critical area, the Committee has included a human capital management performance measure in our Annual Cash Bonus program. See the description of our Annual Cash Bonus program, beginning on page 43, for more information on how the Committee has linked executive and employee compensation to human capital management performance. | | 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 entire Board is involved in the critical aspects of the CEO succession planning process, including establishing selection criteria that reflect our business strategy and culture, identifying and evaluating potential internal and external candidates, and making key succession decisions. | | As a key part of our formal annual succession planning process, shown below, the Committee meets with the full Board annually at a dedicated session to evaluate succession talent. |

  110. Marathon Petroleum Corporation

    | Non-Employee Director Compensation | | The Board determines annual cash and equity retainers and other compensation for non-employee directors. We annually compare our non-employee director compensation programs to the programs of the same Compensation Reference Group used for executive compensation, as described beginning on page 40. | | 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 2024. |

  111. Marathon Petroleum Corporation

    | | | Annual Total | | | Cash Retainer | •Paid quarterly in equal installments | | $150,000 | | Additional Leadership Cash Retainers | •Paid quarterly in equal installments (in addition to Cash Retainer) | | | | | –Independent Chairman | | $200,000 | | | –Independent Lead Director | | $75,000 | | | –Audit Committee Chair | | $25,000* | | | –Compensation and Organization Development Committee Chair | | $25,000 | | | –Corporate Governance and Nominating Committee Chair | | $25,000 | | | –Sustainability and Public Policy Committee Chair | | $25,000 | | Equity Retainer | •Granted quarterly in equal installments** | | $175,000* | | | •Aggregate Equity Retainer is composed of 90% MPC RSUs and 10% MPLX phantom units** •Directors receive MPC dividend equivalents in the form of additional MPC RSUs and MPLX distribution equivalents in the form of additional MPLX phantom units | | |

  112. Marathon Petroleum Corporation

    | * Following the annual review of non-employee director compensation described above, effective October 1, 2024, the Audit Committee Chair Cash Retainer was increased to $30,000, and the Equity Retainer was increased to $185,000. | | ** Beginning in 2025, the Equity Retainer will consist of one annual grant in the amount of $185,000, generally made on the day following the annual meeting. |

  113. Marathon Petroleum Corporation

    | Deferral of Compensation | | Under MPC’s Deferred Compensation Plan for Non-Employee Directors, 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 plan, 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. | | MPC RSUs and MPLX phantom units awarded to non-employee directors for Board service in 2024, including those received as dividend and distribution equivalents, were automatically deferred, payable in MPC common stock and MPLX common units only upon a director’s departure from the Board. Beginning in April 2025, MPC RSUs and MPLX phantom units awarded for Board service will vest on the first anniversary of the grant date unless a deferral election is made. | | Director Stock Ownership Guidelines | | Under our stock ownership guidelines, each non-employee director is required to hold at least five times the value of the annual Cash Retainer in MPC common stock, including RSUs. Directors have five years from the commencement of their service on the Board to satisfy these guidelines. All non-employee directors either meet these guidelines or are on track to comply within the applicable five-year period. | | Matching Gifts | | Under MPC’s matching gift programs, directors may elect to have us match up to $10,000 annually of their contributions to certain tax-exempt educational institutions and up to $10,000 annually of their contributions to certain eligible tax-exempt charitable organizations. The annual limit for each program is applied based on the date of the director’s gift to the institution or charitable organization. |

  114. Marathon Petroleum Corporation

    | 2024 Director Compensation Table | | The following table shows compensation earned by or paid to our non-employee directors during 2024 for service on our Board and, separately, as applicable, for service on the MPLX GP board of directors (the “MPLX Board”). |

  115. Marathon Petroleum Corporation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Abdulaziz F. Alkhayyal | 150,000 | 177,500 | 5,000 | 332,500 | | Evan Bayh | 175,000 | 177,500 | — | 352,500 | | Charles E. Bunch | 175,000 | 177,500 | 20,000 | 372,500 | | Jeffrey C. Campbell | 20,788 | 25,639 | 10,000 | 56,427 | | Jonathan Z. Cohen | 150,000 | 177,500 | 20,000 | 347,500 | | Kimberly N. Ellison-Taylor | 125,275 | 148,654 | 10,000 | 283,929 | | Edward G. Galante | 175,000 | 177,500 | 20,000 | 372,500 | | Eileen P. Paterson | 125,275 | 148,654 | — | 273,929 | | Kim K.W. Rucker | 150,000 | 177,500 | 7,500 | 335,000 | | Frank M. Semple | 250,000* | 302,500* | 19,905 | 572,405* | | J. Michael Stice | 250,000* | 302,500* | 10,000 | 562,500* | | John P. Surma | 418,750* | 302,500* | — | 721,250* | | Susan Tomasky | 176,250 | 177,500 | — | 353,750 |

  116. Marathon Petroleum Corporation

    | Fees Earned or Paid in Cash reflect (i) cash retainers earned for MPC Board service in 2024, (ii) for Mr. Surma, compensation as Board Chairman through the third quarter and as Lead Director for the fourth quarter, and (iii) for each of Messrs. Semple, Stice and Surma, a $100,000 cash retainer for MPLX Board service in 2024. | | Stock Awards reflect the aggregate grant date fair values of MPC RSUs and MPLX phantom units, calculated in accordance with financial accounting standards. For 2024, non-employee directors generally received grants each quarter of MPC RSUs and MPLX phantom units; these grants were valued at $39,375 and $4,375, respectively, for the first three quarters and at $41,625 and $4,625, respectively, for the fourth quarter, 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 $125,000 in MPLX phantom units (made in four quarterly grants with grant date fair values of $31,250 per quarter, based upon the closing price of MPLX common units on each grant date) for MPLX Board service during 2024. | | The following table shows the aggregate MPC RSUs and MPLX phantom units outstanding for each non-employee director as of December 31, 2024. |

  117. Marathon Petroleum Corporation

    | Name | MPC RSUs | MPLX Phantom Units | | | Alkhayyal | 22,895 | 7,307 | | | Bayh | 56,911 | 10,391 | | | Bunch | 27,546 | 8,367 | | | Campbell | 149 | 55 | | | Cohen | 13,438 | 4,469 | | | Ellison-Taylor | 755 | 365 | | | Galante | 17,059 | 5,621 | | | Paterson | 755 | 365 | | | Rucker | 17,059 | 5,621 | | | Semple | 11,963 | 49,233 | Includes 45,249 MPLX phantom units earned for MPLX Board service | | Stice | 21,698 | 44,791 | Includes 37,802 MPLX phantom units earned for MPLX Board service | | Surma | 56,911 | 70,655 | Includes 60,264 MPLX phantom units earned for MPLX Board service | | Tomasky | 17,059 | 5,621 | |

  118. Marathon Petroleum Corporation

    | | Offering Competitive Compensation and Benefits | | | Our compensation and benefits programs are designed to attract, recognize and encourage quality performance and meaningful contributions from our employees. To confirm we are offering competitive pay and benefits packages, we annually benchmark compensation and benefits among our peers. We offer comprehensive benefits, including: medical, dental and vision plans with covered annual preventive exams; tax-advantaged health savings accounts; basic life and accident insurances; short-term and long-term disability; an employee assistance program; retirement programs (pension and 401(k) plan with company match); paid sick leave; paid vacation time; paid parental leave for all parents; adoption assistance; family leave; education reimbursement; a scholarship program for children of employees; and relocation assistance. |

  119. Marathon Petroleum Corporation

    | Executive Compensation Table of Contents | | | | | Proposal 3. Approve, on an Advisory Basis, our NEO Compensation | 35 | Clawback Policy | 50 | | | | Compensation Risk Assessment | 51 | | Executive Summary | 36 | | | | | | Compensation Consultant Independence | 51 | | Decision-Making Process and Key Inputs | 39 | | | | | | Tax Policy | 52 | | Executive Compensation Guiding Principles | 39 | | | | | | Compensation and Organization Development Committee Report | 52 | | Independent Compensation Consultant | 39 | | | | Compensation Reference Group and Survey Data | 40 | Executive Compensation Tables | 53 | | Shareholder Feedback and “Say on Pay” | 41 | 2024 Summary Compensation Table | 53 | | Executive Compensation Program for 2024 | 42 | 2024 Grants of Plan-Based Awards | 55 | | 2024 Target Compensation Mix | 42 | Outstanding Equity Awards at 2024 Fiscal Year-End | 56 | | 2024 Base Salary | 43 | Option Exercises and Stock Vested in 2024 | 58 | | 2024 Annual Cash Bonus Program | 43 | Post-Employment Benefits for 2024 | 58 | | 2024 Long-Term Incentive Compensation Program | 46 | 2024 Nonqualified Deferred Compensation | 61 | | Other Benefits | 49 | Potential Payments Upon Termination or Change in Control | 63 | | Compensation Governance | 50 | | | | | | CEO Pay Ratio | 65 | | Stock Ownership Guidelines | 50 | | | | | | Pay Versus Performance | 66 | | Prohibition on Hedging and Pledging | 50 | | |

  120. Marathon Petroleum Corporation

    | OUTSTANDING PERFORMANCE IN 2024 SUPPORTED BY INCENTIVE PLAN DESIGN | | | | | | BUSINESS PRIORITY | INCENTIVE PLAN ALIGNMENT | RESULTS | | | Create peer-leading shareholder value | •A significant portion of our NEOs’ target pay was in the form of LTI (see page 42 for details) •PSUs, which comprise 60% of the LTI target, reward for performance compared to peers on relative TSR | Ø Achieved three-year PSU TSR of 140%, which was at the 92nd percentile of our PSU peer group | | | Strengthen the competitive position of our assets | •Relative 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 $3.4 billion and adjusted EBITDA* of $11.3 billion Ø MPLX achieved net income of $4.3 billion and distributable cash flow* of $5.7 billion | | | Advance sustainability | •ACB program includes non-financial measures tied to safety, environmental stewardship and human capital management | Ø Tenth consecutive year of lowering GHG emissions intensity (cumulative 28% reduction since 2014) |

  121. Marathon Petroleum Corporation

    | ü | Structuring a significant portion of our executives’ target pay in the form of long-term, equity-based compensation. | | ü | Tying our MPC performance-based long-term incentive awards to a three-year relative TSR measure. | | ü | Maintaining significant stock ownership requirements to help ensure our executives hold a meaningful amount of our stock (see page 50 for more information on these guidelines). |

  122. 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 the 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 financial performance metrics and non-financial performance measures, including: external benchmarking to understand peers’ approaches to setting similar performance goals; evaluation of MPC’s historical performance; and review of MPC’s business plan | | | ò | | | | | | Ø | Approve incentive plan financial performance metrics and non-financial performance measures for the fiscal year | | CURRENT YEAR Q1 | | | | | | | Ø | Establish threshold, target and maximum performance levels for financial performance metrics based on MPC's performance methodology, with threshold levels viewed as likely achievable, target levels viewed as challenging but achievable, and maximum levels viewed as difficult to achieve |

  123. Marathon Petroleum Corporation

    | The Compensation and Organization Development Committee certifies achievement of performance 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 and executing on our other business and strategic objectives. |

  124. 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: |

  125. 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 over time. | | v | Reward for execution of our business strategy and desired culture. | | v | Differentiate pay on the basis of performance, experience and skill set. |

  126. 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 FW Cook as its independent compensation consultant. The consultant reports directly to the Committee, attends Committee meetings and advises the Committee on: |

  127. Marathon Petroleum Corporation

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

  128. 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 executive compensation survey data, individual skills and performance, and our 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 and commitments 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 |

  129. 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. |

  130. 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 reward performance and be directly aligned with creating long-term value for our shareholders, a substantial majority of our NEOs’ compensation is at-risk and based on performance measures tied to our business strategy and culture. |

  131. Marathon Petroleum Corporation

    | | | | 2024 TARGET COMPENSATION MIX | | MPLX Phantom Units | | | Base Salary | ACB | MPC PSUs | MPC RSUs | | | CEO Mannen* | 9% | 15% | 46% | 15% | 15% | | | | 61% Performance-Based | | 30% Time-Based | | | | | 91% At-Risk | | | |

  132. Marathon Petroleum Corporation

    | OTHER NEOs Average** | Base Salary | ACB | MPC PSUs | MPC RSUs | MPLX Phantom Units | | | 19% | 18% | 38% | 12.5% | 12.5% | | | | 56% Performance-Based | | 25% Time-Based | | | | | 81% 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. | | | | | |

  133. Marathon Petroleum Corporation

    | 2024 Annual Cash Bonus Program | | 2024 Annual Cash Bonus Program Structure Our NEOs participated in the 2024 ACB program, which the Compensation and Organization Development Committee approved in November 2023, with a performance period of January 1, 2024 through December 31, 2024. The primary purpose of the 2024 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: |

  134. Marathon Petroleum Corporation

    | ELIGIBLE EARNINGS ($) | | Generally refers to the NEO’s year-end base salary rate. In an NEO’s year of hire or separation, eligible earnings are calculated as the sum of base wages paid during the year plus compensation deferred during the year, which has the effect of prorating the award. | | | × | | | | | Expressed as a percentage, as in effect at year-end, of each NEO’s eligible earnings. The Compensation and Organization Development Committee approves target bonus opportunities for our NEOs based on analysis of market-competitive data sourced from our compensation reference group and executive compensation surveys, while also taking into consideration each executive’s experience, relative scope of responsibility and potential, other market data and any other information the Committee deems relevant in its discretion. | | TARGET BONUS (%) | | | | | × | | | | | The Compensation and Organization Development Committee establishes financial performance metrics and levels and non-financial performance measures at the beginning of the performance period. Once the performance period has ended, the Committee reviews and assesses Company performance against the financial performance metrics and levels and the non-financial performance measures, as well as any other factors the Committee deems relevant in its discretion. | | COMPANY PERFORMANCE (%) | | | | | +/- | | | | | Awards may be adjusted up or down based upon the Committee’s assessment of each NEO’s organizational and individual performance. While there is no limit on downward adjustment, no upward adjustments may be made for the CEO, and upward adjustments for other NEOs are capped at 15%. | | INDIVIDUAL PERFORMANCE | | | | | = | | | | | There is no guaranteed minimum ACB payout. Payout results may be above or below target based on actual Company and individual performance. Payouts are capped at 200% of each NEO’s target award. | | FINAL AWARD ($) | | |

  135. Marathon Petroleum Corporation

    | 80% FINANCIAL PERFORMANCE | | | | | | | | | | | Financial Performance Metrics | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Result | | Performance Achieved | | | Relative Adjusted EBITDA per Barrel | 30% | 30th Percentile of peers | 50th Percentile of peers | 100th Percentile of peers | | 100th Percentile (200.00% of target) | 60.00% | | | ACB Adjusted EBITDA (in millions) | 20% | $9,487 | $12,649 | $15,811 | | $9,664 (52.80% of target) | 10.56% | | | Distributable Cash Flow at MPLX per Unit | 20% | $4.70 | $5.22 | $5.74 | | $5.70 (192.31% of target) | 38.46% | | | Refining and Corporate Costs (in millions) | 10% | $6,858 | $6,532 | $6,205 | | $6,456 (123.24% of target) | 12.32% | | | | | | TOTAL FINANCIAL PERFORMANCE ACHIEVED: | | | | 121.34% |

  136. Marathon Petroleum Corporation

    | The Compensation and Organization Development Committee has sole discretion under the 2024 ACB program to adjust financial performance metric levels and/or the 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 2024 financial performance metric levels or payout percentages. |

  137. Marathon Petroleum Corporation

    | 2024 Non-Financial Performance (20%) Our non-financial performance measures are based on both qualitative and quantitative factors that provide a comprehensive perspective of our performance. For the 2024 ACB, the Compensation and Organization Development Committee established a broad set of measures tied to safety, environmental stewardship and human capital management. Performance under these measures is evaluated against pre-established criteria using a scorecard approach. When determining performance, the Committee considers the results and evaluates |

  138. Marathon Petroleum Corporation

    | Non-Financial Performance Measures | 20% NON-FINANCIAL PERFORMANCE SCORECARD | | | | | Performance Achieved | | Safety | | | | | | •Achieved Process Safety Events Score of 110, a 7% improvement compared to 2023 results •Improved Personal Safety Performance by 27% over 2023 | | Reinforce our strong safety culture as our number-one priority | | | | | | 2024 Assessment: Above Expectations | | Environmental Stewardship | | •Achieved GHG Intensity result of 21.4, in line with our 2024 reduction commitment •Achieved Designated Environmental Incidents result of 47, a 32% improvement compared to 2023 results; such incidents reached a six-year low | | Reduce GHG intensity and lower our carbon footprint | | | | | | 2024 Assessment: Well Above Expectations | | Human Capital Management | | •High employee participation in career development activities •Exceeded expectations in developing executive succession role plans and increased bench strength in these roles, but lagged expectations in developing critical succession role plans •Employees achieved 98% on-time completion of training course requirements •Demonstrated employee commitment to ongoing learning opportunities | | Ensure strong leadership succession pipeline through enhanced planning and promotion of employee engagement and development | | | | | | 2024 Assessment: Above Expectations | | | | TOTAL NON-FINANCIAL PERFORMANCE ACHIEVED: 35% |

  139. Marathon Petroleum Corporation

    | ACB Payouts for 2024 In February 2025, based on its assessment of our financial and non-financial performance shown above, the Compensation and Organization Development Committee certified the overall performance achieved under the 2024 ACB program, as described above, at 156.34%. | | Once it has assessed overall performance, the Compensation and Organization Development Committee has discretion under the 2024 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 2024 of our Company strategy and enhancement of shareholder value were significant, it concluded that the high achievement of performance metrics under the 2024 ACB program adequately reflected these contributions and determined to make no individual adjustments, other than a discretionary downward adjustment to Ms. Mannen’s payout at her request, as described below. | | As shown above, the Compensation and Organization Development Committee determined to fund the 20%-weighted non-financial performance scorecard at 35% for the organization based on the Committee’s holistic assessment of our performance relative to internal mileposts and external reference data. In making this determination, the Committee considered that we made year-over-year meaningful improvements in all categories measured under the non-financial performance scorecard (safety, environmental stewardship and human capital management). Both the Committee and Ms. Mannen believe that the 35% payout reflects the organization’s performance in 2024. |

  140. Marathon Petroleum Corporation

    | Name | 2024 Eligible Earnings ($) | Bonus Target as a % of Eligible Earnings | Target Bonus ($) | Final Award as a % of Target | Final Award ($) | | Mannen | 1,400,000 | 165 | 2,310,000 | 146.34* | 3,380,500 | | Hennigan | 1,457,377** | 165 | 2,404,672 | 156.34 | 3,759,500 | | Quaid | 800,000 | 90 | 720,000 | 156.34 | 1,125,600 | | Aydt | 890,000 | 100 | 890,000 | 156.34 | 1,391,400 | | Hessling | 675,000 | 90 | 607,500 | 156.34 | 949,800 | | Benson | 650,000 | 90 | 585,000 | 156.34 | 914,600 |

  141. Marathon Petroleum Corporation

    | 2024 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. |

  142. Marathon Petroleum Corporation

    | 2024 Annual LTI Awards The Compensation and Organization Development Committee approved the following 2024 LTI target award amounts for our NEOs during its annual compensation review process in early 2024. The Committee generally sets the annual LTI target award mix at 60% MPC PSUs, 20% MPC RSUs and 20% MPLX phantom units. To mitigate the effect of share price volatility, the number of awards granted is determined on the basis of the average closing share price for the trading days in the 30 calendar days immediately prior to the grant date. Thus, these amounts may differ from the accounting values shown in the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards” table on pages 53 and 55, respectively. |

  143. Marathon Petroleum Corporation

    | Name | MPC PSUs ($) | MPC RSUs ($) | MPLX Phantom Units ($) | Total 2024 LTI Target ($) | | Mannen | 4,750,200 | 2,166,800 | 1,000,000 | 7,917,000 | | Hennigan | 8,880,000 | 2,960,000 | 2,960,000 | 14,800,000 | | Quaid | 1,860,000 | 620,000 | 620,000 | 3,100,000 | | Aydt | 1,800,000 | 600,000 | 600,000 | 3,000,000 | | Hessling | 1,200,000 | 400,000 | 400,000 | 2,000,000 | | Benson | 1,080,000 | 360,000 | 360,000 | 1,800,000 |

  144. Marathon Petroleum Corporation

    | Ms. Mannen’s initial 2024 LTI target award opportunity was increased by 25%, from $4,000,000 to $5,000,000, over her 2023 LTI target award to reflect her promotion to President, effective January 1, 2024. Upon her promotion to President and CEO, effective August 1, 2024, she received an additional LTI award with a target value of $2,917,000 (composed of 60% MPC PSUs and 40% MPC RSUs), bringing her total 2024 LTI target award opportunity to $7,917,000, as reflected in the table above. On an annualized basis, this would represent a $12,000,000 LTI target award opportunity for our President and CEO. | | Mr. Hennigan’s 2024 LTI target award opportunity represents a 10% increase over his 2023 LTI target award to reflect his experience and performance in his role as CEO. For 2025, his LTI target award opportunity has been reduced to $8,880,000 to reflect his departure as CEO and new role as Executive Chairman. | | Mr. Quaid’s 2024 LTI target award opportunity represents a 107% increase over his 2023 LTI target award to reflect his promotion to Executive Vice President and Chief Financial Officer, effective January 1, 2024. Mr. Aydt’s 2024 LTI target award opportunity represents a 25% increase over his 2023 LTI target award to continue to progress his compensation toward the market median. Mr. Hessling’s 2024 LTI target award opportunity represents a 100% increase over his 2023 LTI target award to reflect his promotion to Chief Commercial Officer, effective January 1, 2024. Ms. Benson’s 2024 LTI target award opportunity represents a 125% increase over her 2023 LTI target award to reflect her promotion to Chief Legal Officer and Corporate Secretary, effective January 1, 2024. |

  145. 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 average MPC closing share price for the trading days in the 30 calendar days immediately 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 2022 PSUs, MPC’s closing share price on the date the Committee certifies performance; and (ii) for 2023 and 2024 PSUs, MPC’s average closing share price for the trading days in the final 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. |

  146. Marathon Petroleum Corporation

    | | PERFORMANCE PERIOD | | | 2022 PSUs | 2023 PSUs | 2024 PSUs | | January 1, 2022 - December 31, 2024 | January 1, 2023 - December 31, 2025 | January 1, 2024 - December 31, 2026 |

  147. 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 2022 PSUs, HollyFrontier Corporation. For 2023 and 2024 PSUs, HF Sinclair Corporation. | | |

  148. Marathon Petroleum Corporation

    | PSU TSR CALCULATION | | | | (Ending Stock Price* - Beginning Stock Price*) + Cumulative Cash Dividends | | | Beginning Stock Price* | | * For 2022 PSUs, calculated as the average of each company’s closing share price for the 20 trading days prior to each applicable date. For 2023 and 2024 PSUs, calculated as the average of each company’s closing share price for the trading days in the 30 calendar days prior to each applicable date. | |

  149. 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. | | | | |

  150. Marathon Petroleum Corporation

    | In January 2025, the Compensation and Organization Development Committee certified the final PSU TSR results for the 2022 PSUs as follows: |

  151. Marathon Petroleum Corporation

    | 2022 PSUs | Actual PSU TSR (%) | Position Relative to Peer Group | PSU TSR Performance Percentile | Payout Percentage (% of Target) | | January 1, 2022 - December 31, 2024 | 139.72 | 2nd of 13 | 91.67th | 183.33 |

  152. Marathon Petroleum Corporation

    | Each NEO’s 2022 PSU target award was multiplied by: (i) the Payout 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: |

  153. Marathon Petroleum Corporation

    | Name | MPC 2022 PSU Target Award ($) | MPC 2022 PSU Target Award* (#) | Payout Percentage (%) | Performance-Adjusted PSUs (#) | MPC Closing Share Price on Certification Date ($) | Payout ($) | | Mannen | 2,460,000 | 31,759 | 183.33 | 58,224 | 154.31 | 8,984,545 | | Hennigan | 7,350,000 | 94,888 | 183.33 | 173,959 | 154.31 | 26,843,613 | | Quaid | 840,000 | 10,845 | 183.33 | 19,883 | 154.31 | 3,068,146 | | Aydt | 840,000 | 10,845 | 183.33 | 19,883 | 154.31 | 3,068,146 | | Hessling | 645,000 | 8,327 | 183.33 | 15,266 | 154.31 | 2,355,696 | | Benson | 420,000 | 5,423 | 183.33 | 9,942 | 154.31 | 1,534,150 |

  154. Marathon Petroleum Corporation

    | PSUs granted in 2023 and 2024 to our NEOs remain outstanding. See the “2024 Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2024 Fiscal Year-End” tables on pages 55 and 56, respectively, for additional information about these awards. |

  155. 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. See the “2024 Grants of Plan-Based Awards” table on page 55 for additional information about MPC RSUs granted to our NEOs in 2024. |

  156. 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 and our broader employee group 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 2024,” beginning on page 58, and “2024 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. |

  157. 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. |

  158. Marathon Petroleum Corporation

    | Clawback Policy | | Short-term and long-term compensation received by covered officers, including our NEOs, is subject to clawback provisions under the MPC Officer Compensation Clawback Policy. 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 (both time-based and performance-based) granted to, held by, earned by, or settled with respect to, such covered officer in the period during which the misconduct occurred. Forfeiture events include: | | •MPC is required to prepare an accounting restatement as a result of misconduct, and the 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; | | •The Committee determines that a covered officer engaged in fraud, embezzlement or other similar misconduct materially detrimental to MPC; or | | •The Committee determines that a covered officer engaged in intentional misconduct that caused, or might reasonably be expected to cause, reputational harm that results in a material financial impact to MPC. | | The Compensation and Organization Development Committee, with the guidance of its independent compensation consultant, regularly evaluates this policy based upon, among other things, regulatory requirements, leading executive compensation governance practices and current market practices, and believes it effectively addresses senior executive conduct, manages risk and protects company and shareholder interests. |

  159. 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 October 2024, 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 not reasonably likely to have a material adverse effect on MPC. |

  160. 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, multiyear 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 oversight, review, approval and governance: | | | | ¡ | The Compensation and Organization Development Committee, which is composed entirely of independent directors, oversees and administers our compensation programs. | | | ¡ | The 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. |

  161. Marathon Petroleum Corporation

    | Compensation Consultant Independence | | The Compensation and Organization Development Committee engaged FW Cook as its independent compensation consultant for 2024. 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 2024, 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; |

  162. Marathon Petroleum Corporation

    | 2024 Summary Compensation Table | | The following table provides information regarding compensation for our 2024 NEOs for the years shown. |

  163. 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 ($) | Total ($) | | Maryann T. Mannen President and CEO | 2024 | 1,196,312 | 9,196,582 | 3,380,500 | 295,011 | 320,412 | 14,388,817 | | | 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 | | Michael J. Hennigan Executive Chairman and Former CEO | 2024 | 1,457,377 | 17,084,462 | 3,759,500 | 799,469 | 654,345 | 23,755,153 | | | 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 | | John J. Quaid Executive Vice President and CFO | 2024 | 800,000 | 3,578,607 | 1,125,600 | 170,296 | 135,135 | 5,809,638 | | Timothy J. Aydt Executive Vice President Refining | 2024 | 879,180 | 3,462,987 | 1,391,400 | 331,938 | 182,385 | 6,247,890 | | | 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 | | Rick D. Hessling Chief Commercial Officer | 2024 | 675,000 | 2,308,741 | 949,800 | 180,608 | 111,177 | 4,225,326 | | Molly R. Benson Chief Legal Officer and Corporate Secretary | 2024 | 650,000 | 2,077,884 | 914,600 | 167,578 | 101,554 | 3,911,616 |

  164. Marathon Petroleum Corporation

    | Change in Pension Value and Nonqualified Deferred Compensation Earnings reflects the annual change in actuarial present value of accumulated benefits under our Retirement Plan and Excess Benefit Plan. See “Post-Employment Benefits for 2024,” beginning on page 58, for more information about our defined benefit plans and the assumptions used to calculate these amounts. No deferred compensation earnings are reported as our nonqualified deferred compensation plans do not provide above-market or preferential earnings. | | All Other Compensation aggregates our contributions to defined contribution plans and the limited perquisites we offer to our NEOs, which are described in more detail under “Other Benefits—Limited Perquisites” on page 49. |

  165. Marathon Petroleum Corporation

    | 2024 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 2024. |

  166. Marathon Petroleum Corporation

    | Outstanding Equity Awards at 2024 Fiscal Year-End | | The following table provides information regarding the outstanding equity awards held by our NEOs as of December 31, 2024. |

  167. Marathon Petroleum Corporation

    | Option Exercises and Stock Vested in 2024 | | The following table provides information regarding MPC stock options exercised by our NEOs in 2024, as well as MPC RSUs and MPLX phantom units vested in 2024. |

  168. Marathon Petroleum Corporation

    | Post-Employment Benefits for 2024 | | 2024 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, 2024. These values have been determined using actuarial assumptions consistent with those used in our financial statements. |

  169. Marathon Petroleum Corporation

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Mannen | Retirement Plan | 4.00 | 121,026 | — | | | Excess Benefit Plan | 4.00 | 739,218 | — | | Hennigan | Retirement Plan | 7.58 | 253,488 | — | | | Excess Benefit Plan | 7.58 | 3,298,186 | — | | Quaid | Retirement Plan | 10.58 | 279,254 | — | | | Excess Benefit Plan | 10.58 | 752,515 | — | | Aydt | Retirement Plan | 39.58 | 569,936 | — | | | Excess Benefit Plan | 39.58 | 1,757,445 | — | | Hessling | Retirement Plan | 34.58 | 1,446,573 | — | | | Excess Benefit Plan | 34.58 | 769,750 | — | | Benson | Retirement Plan | 26.67 | 1,060,682 | — | | | Excess Benefit Plan | 26.67 | 647,400 | — |

  170. Marathon Petroleum Corporation

    | 58 | Marathon Petroleum Corporation |

  171. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  172. 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 only to Messrs. Aydt and Hessling, and Ms. Benson) was frozen as of December 31, 2009. | | 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 0.50% and 2.00% (based on anticipated year of retirement) and the RP-2000 mortality table, and a 15% annuity election rate with a discount rate of 5.65% 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 "Tax-Qualified Defined Benefit 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 5.65%, a cash balance interest credit rating of 4.56% in 2024, 4.19% in 2025 and 4.78% in 2026 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. |

  173. Marathon Petroleum Corporation

    | Tax-Qualified Defined Benefit 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. |

  174. 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) – (1.33% x Monthly Estimated Primary Social Security Benefit)] x Years of Participation |

  175. 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 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. |

  176. 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. Mr. Hessling and Ms. Benson have legacy retirement benefits under the plan that remain subject to reduction as neither executive has 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: |

  177. 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% |

  178. 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 of December 31, 2024, no other NEO was eligible to elect an in-service distribution. |

  179. 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) |

  180. Marathon Petroleum Corporation

    | 2025 Proxy Statement | 59 |

  181. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  182. 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% |

  183. Marathon Petroleum Corporation

    | Annual compensation is limited to $345,000 for 2024 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. For 2024, Messrs. Hennigan, Aydt and Hessling, and Ms. Benson, received pay credits equal to 11% of compensation, and Ms. Mannen and Mr. Quaid received pay credits 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 Messrs. Aydt and Hessling, and Ms. Benson, 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. | | 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. Messrs. Aydt and Hessling, and Ms. Benson, have frozen legacy-type benefits under the plan; however, the Committee has not extended eligibility for this benefit to any of them at this time. |

  184. 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 ($345,000 for 2024). 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 ($345,000 for 2024). 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. |

  185. Marathon Petroleum Corporation

    | 60 | Marathon Petroleum Corporation |

  186. Marathon Petroleum Corporation

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | SUSTAINABILITY AT MPC | AUDIT MATTERS | EXECUTIVE COMPENSATION | BOARD PROPOSALS | SHAREHOLDER PROPOSAL | OTHER INFORMATION |

  187. Marathon Petroleum Corporation

    | 2024 Nonqualified Deferred Compensation | | The following table provides information regarding our nonqualified savings and deferred compensation plans. |

  188. 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. |

  189. 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, 2024, 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 2024,” beginning on page 58, and “2024 Nonqualified Deferred Compensation,” beginning on page 61. |

  190. Marathon Petroleum Corporation

    | CEO Pay Ratio | | SEC rules require us to disclose the ratio of the annual total compensation of our CEO, Ms. Mannen, to the median of the annual total compensation of all our employees (other than Ms. Mannen). | | We identified our median employee as of November 30, 2024 (changed from October 31, which was used to select the 2021 median employee, due to administrative convenience) by analyzing the accumulated actual wages and bonus amounts paid to each employee, other than our CEO, from January 1, 2024 through November 30, 2024. 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 18,448 full-time regular, part-time, casual and international employees (consisting of 18,371 employees in the U.S. and 77 employees outside the U.S.), as of November 30, 2024. As permitted by SEC rules, we excluded for administrative convenience our employees from the following non-U.S. jurisdictions: Canada (7 employees), Mexico (57 employees), Peru (1 employee), Singapore (8 employees) and United Kingdom (4 employees), which together accounted for approximately 0.42% of our total employee population. | | We calculated our median employee’s total compensation using the same methodology required by the SEC rules for disclosure of compensation to the CEO in the “2024 Summary Compensation Table” on page 53. Pursuant to SEC rules, compensation for Ms. Mannen, who was promoted to CEO effective August 1, 2024, is shown on an annualized basis to reflect her total compensation had she served as CEO for the entirety of 2024. Thus, Ms. Mannen’s total compensation shown in the following table is greater than the amount of her 2024 compensation shown in the “Total” column of the “2024 Summary Compensation Table” on page 53 because the total below reflects a larger base salary ($1,400,000 as annualized) and a larger LTI target ($12,000,000 as annualized). |

  191. Marathon Petroleum Corporation

    | Pay Ratio Calculation | | | Ms. Mannen’s total compensation as CEO (annualized) | $17,395,923 | | Median employee’s annual total compensation | $173,773 | | Ratio of CEO to median employee annual total compensation | 100 to 1 |

  192. 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. |

  193. Marathon Petroleum Corporation

    | 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 ($) | Peer Group Total Shareholder Return ($) | | | | 2024 | 14,388,817 | 13,378,717 | 5,048,618 | 4,572,852 | 273.26 | 177.54 | 5,067 | 50.00th | | | 23,755,153 | 21,868,592 | — | — | — | — | — | — | | 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 | — | — | — | — | — | — |

  194. 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: | | •2024: Ms. Mannen (top row), who was promoted to the CEO role effective August 1, 2024, and Mr. Hennigan (bottom row), who transitioned from the CEO role to Executive Chairman on that date •2023, 2022 and 2021: Mr. 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 |

  195. Marathon Petroleum Corporation

    | Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-PEO NEOs include the following non-PEO NEOs for each year shown: | | •2024: Mr. Quaid, Mr. Aydt, Mr. Hessling and Ms. Benson •2023: Ms. Mannen, Mr. 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 |

  196. Marathon Petroleum Corporation

    | Compensation Actually Paid (“CAP”) for 2024 is calculated in accordance with SEC Regulation S-K, Item 402(v)(2)(iii), and includes the aggregate of: | | •Salary earned for 2024, as shown in the “Salary” column of the “2024 Summary Compensation Table” (“SCT”) on page 53. | | •The total ACB award earned for 2024, paid in 2025, as shown in the “Non-Equity Incentive Plan Compensation” column of the SCT. | | •MPC’s aggregate contributions in 2024 to defined contribution plans and the value of 2024 perquisites, as shown in the “All Other Compensation” column of the SCT. This value was earned and received in 2024. | | •The actuarial present value of each officer’s benefit under our defined benefit pension plans attributable to services rendered during 2024, determined by our actuary using actuarial assumptions consistent with those used in our financial statements. This value was earned in 2024 but will not be received until a future date. | | •For LTI awards made in 2024 that were outstanding as of December 31, 2024, the fair value of these awards as of December 31, 2024. This value was not received in 2024, but is representative of estimated potential value that may be received in the future. | | •For LTI awards made prior to 2024 that were outstanding as of December 31, 2024, the year-over-year change in fair value of these awards from December 31, 2023, to December 31, 2024. This value was not received in 2024, but is representative of the change in estimated potential value that may be received in the future. | | •For LTI awards made in 2024 that distributed in 2024, the fair value of these awards as of the distribution date. This value was received in 2024. | | •For LTI awards made prior to 2024 that distributed in 2024, the change in fair value of these awards from December 31, 2023, to the distribution date. Our NEOs may have received more or less than this value in 2024, as the amount included here only reflects the change in value from December 31, 2023, through the distribution date. | | •LTI awards made prior to 2024 that were forfeited in 2024 are subtracted from CAP using the fair value of such awards as of December 31, 2023. This decreases CAP and reflects value that will not be received. | | •Dividend equivalents (MPC) and distribution equivalents (MPLX) accrued during 2024 on unvested LTI awards. As these accrued dividends/distribution equivalents are paid when the underlying award distributes, this value was received in 2024 only in respect of the underlying awards that distributed in 2024. 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 2024. 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 2024 CAP values reflect the following additions and deductions to the SCT totals. |

  197. 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. Additions to SCT Total reflect the value of equity calculated in accordance with SEC methodology for determining CAP. The equity components of 2024 CAP are further detailed in the following supplemental table. |