DEF 14A of Marathon Petroleum Corp, Mar 16, 2026

DEF 14A of Marathon Petroleum Corp

Filed Mar 16, 2026 · FY20250001510295-26-000023

Open on EDGAR

  1. Overview of Our Board of Directors

    Overview of Our Board of Directors Following is an overview of our Board of Directors after the Annual Meeting, assuming all nominees are elected. More detailed information about each director’s background, key skills and expertise can be found beginning on page 9, as well as in the individual director profiles beginning on page 10.

  2. Overview of Our Board of Directors

    | Name and Primary Occupation | | Age* | Director Since | Independent | Current Committee Memberships | Other Public Boards | | | Abdulaziz F. Alkhayyal Former Senior Vice President, Industrial Relations of Saudi Aramco | 72 | 2016 | | •Compensation and Organization Development •Sustainability and Public Policy | 2 | | | Evan Bayh Senior Advisor at Apollo Global Management; former U.S. Senator | 70 | 2011 | | •Corporate Governance and Nominating •Sustainability and Public Policy, Chair | 2 | | | Jeffrey C. Campbell Former Vice Chairman and CFO of American Express Company | 65 | 2024 | | •Audit, Chair •Compensation and Organization Development | 2 | | | Jonathan Z. Cohen Founder, CEO and President of Hepco Capital Management, LLC | 55 | 2019 | | •Audit •Corporate Governance and Nominating | 2 | | | Kimberly N. Ellison-Taylor Former Executive Director, Finance Thought Leadership of Oracle Corporation | 56 | 2024 | | •Audit •Corporate Governance and Nominating | 1 | | | Maryann T. Mannen Chairman, President and CEO of Marathon Petroleum Corporation | 63 | 2024 | Executive Director | As Chairman, attends all committee meetings, but is not a member of any committee | 2** | | | Eileen P. Paterson Former CEO and President of Aerojet Rocketdyne Holdings, Inc. | 60 | 2024 | | •Compensation and Organization Development •Sustainability and Public Policy | 2 | | | Kim K.W. Rucker Former Executive Vice President, General Counsel and Secretary of Andeavor | 59 | 2018 | | •Audit •Compensation and Organization Development, Chair | 3 | | | Frank M. Semple Former Chairman, President and CEO of MarkWest Energy Partners, L.P. | 74 | 2021 | | •Audit •Compensation and Organization Development | 1** | | | J. Michael Stice Professor at The University of Oklahoma; former CEO of Access Midstream Partners L.P. | 67 | 2017 | | •Corporate Governance and Nominating, Chair •Sustainability and Public Policy | 2** | | | John P. Surma Former Chairman and CEO of United States Steel Corporation | 71 | 2011 | | •Audit •Corporate Governance and Nominating | 3** |

  3. Overview of Our Board of Directors

    * As of the date of our Annual Meeting, April 29, 2026. ** Includes service on the board of directors of MPLX GP LLC, a wholly owned subsidiary of MPC. Our Corporate Governance Principles count concurrent service on the boards of MPC and MPLX GP LLC as one public company board for purposes of assessing the level of public company board commitments.

  4. Overview of Our Board of Directors

    | | 2026 Proxy Statement | 5 |

  5. Overview of Our Board of Directors

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  6. Leading Executive Compensation Practices

    | | Majority of total target compensation is performance-based | | Annual compensation risk assessment overseen by Compensation and Organization Development Committee | | | Performance measures align with shareholder interests | | No guaranteed minimum bonuses | | | Significant stock ownership requirements | | No excise tax gross-ups | | | Performance metrics achievement capped at 200% of target | | No tax gross-ups on perquisites (other than for relocation reimbursements in limited circumstances) | | | Clawback provisions for both long-term and short-term incentive awards | | No dividend equivalents paid on unvested awards | | | “Double trigger” LTI vesting in a change of control | | Policy prohibiting executives from hedging or pledging our securities | | | Executive and employee compensation tied to financial and non-financial performance | | No granting of stock options | | | Limited perquisites and personal benefits | | |

  7. 2025 Target Compensation Mix

    | | Base Salary | ACB | MPC PSUs | MPC RSUs | MPLX Phantom Units | | CEO Mannen | 8% | 14% | 47% | 15.6% | 15.6% | | | | 61% Performance-Based | | 31% Time-Based | | | | | 92% At-Risk | | | |

  8. 2025 Target Compensation Mix

    | | Base Salary | ACB | MPC PSUs | MPC RSUs | MPLX Phantom Units | | OTHER NEOs Average | 18% | 19% | 38% | 12.6% | 12.6% | | | | 57% Performance-Based | | 25% Time-Based | | | | | 82% At-Risk | | | |

  9. Proposal 1. Election of Directors

    Proposal 1. Election of Directors

  10. Proposal 1. Election of Directors

    | | The Board of Directors recommends you vote FOR each of the following Class III director nominees: | | | | | | Maryann T. Mannen | Eileen P. Paterson | J. Michael Stice | John P. Surma |

  11. Proposal 1. Election of Directors

    The Board of Directors, which oversees the management of our business and affairs, currently is divided into three classes of directors, with one class elected each year for a three-year term. The Board has set the current number of directors at 11, with three directors in Class I and four directors in each of Classes II and III. The members of Class III are due to stand for election at the 2026 Annual Meeting. As informed by the considerations discussed under “Board Composition and Director Selection” beginning on page 17 and our individual director evaluation process discussed on page 23, our Board recommends that shareholders vote FOR the election to the Board of each Class III 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.

  12. Proposal 1. Election of Directors

    | Board Skills, Expertise and Demographics* | | Alkhayyal | Cohen | Semple | Bayh | Campbell | Ellison-Taylor | Rucker | Mannen | Paterson | Stice | Surma | | | MPC Board Tenure (years at April 29, 2026) | | 10 | 6 | 5 | 15 | 1 | 2 | 8 | 2 | 2 | 9 | 15 | 6.8 years avg. tenure | | Director Independence | | | | | | | | | | | | | 91% Independent | | Key Skills and Expertise | | | | | | | | | | | | | | | Senior Leadership | | | | | | | | | | | | | 11/11 | | Public Company CEO | | | | | | | | | | | | | 6/11 | | Risk Management | | | | | | | | | | | | | 11/11 | | Corporate Governance | | | | | | | | | | | | | 11/11 | | Finance & Accounting | | | | | | | | | | | | | 11/11 | | Energy Industry | | | | | | | | | | | | | 7/11 | | International Business | | | | | | | | | | | | | 9/11 | | Sustainability | | | | | | | | | | | | | 11/11 | | Environment | | | | | | | | | | | | | 3/11 | | Government, Legal & Regulatory | | | | | | | | | | | | | 5/11 | | Technology & Cybersecurity | | | | | | | | | | | | | 5/11 | | Age (at April 29, 2026) | | 72 | 55 | 74 | 70 | 65 | 56 | 59 | 63 | 60 | 67 | 71 | 64.7 years avg. age | | Gender | Male | | | | | | | | | | | | 64% | | | Female | | | | | | | | | | | | 36% | | Race, Ethnicity and Native American Tribal Membership | | | | | | | | | | | | | 36% | | | | Class I | | | Class II | | | | Class III | | | | |

  13. Proposal 1. Election of Directors

    *Reflects expected composition of the Board following the Annual Meeting, assuming all Class III director nominees are elected. See “Director Skills, Experience and Expertise” on page 18 for more information on each key skill and how it supports our company strategy.

  14. Proposal 1. Election of Directors

    | 10 | Marathon Petroleum Corporation | |

  15. Proposal 1. Election of Directors

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  16. Proposal 1. Election of Directors

    | Key Skills and Expertise | | | CLASS III DIRECTOR NOMINEE: Term expires 2026 | | | | | Senior leadership | | Corporate governance | | International business | | | Public company CEO | | Finance & accounting | | Sustainability | | | Risk management | | Energy industry | | |

  17. Proposal 1. Election of Directors

    Career Highlights: •Chairman (since January 2026), President, CEO and director (since August 2024), President (January-July 2024) and Executive Vice President and Chief Financial Officer of MPC (2021-2023); Chairman (since January 2026), President and CEO (since August 2024) of MPLX •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 (2011-2014), and in various positions of increasing responsibility at FMC Technologies since 1986 Other Public Company Boards: 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: •Chairman, Executive Committee, 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 Maryann T.

  18. Mannen

    Mannen

  19. Mannen

    | Chairman, President and CEO, Marathon Petroleum Corporation | | Executive Director | | Age: 63 | | Director since: 2024 |

  20. Mannen

    | Key Skills and Expertise | | | CLASS III DIRECTOR NOMINEE: Term expires 2026 | | | | | Senior leadership | | Corporate governance | | Sustainability | | | Public company CEO | | Finance & accounting | | Government, legal & regulatory | | | Risk management | | International business | | |

  21. Mannen

    Career Highlights: •CEO and President (2015-2023) and Chief Operating Officer (2015) of Aerojet Rocketdyne Holdings, Inc., an aerospace company •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) •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 Boards (current): Constellation Energy Corporation (since 2024); Woodward, Inc. (since 2017) Other Public Company Boards (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: •Board of Governors, Aerospace Industries Association •National Space Council Users’ Advisory Group Eileen P.

  22. Paterson

    Paterson

  23. Paterson

    | Former CEO and President, Aerojet Rocketdyne Holdings, Inc. | | Independent Director | | Age: 60 | | Director since: 2024 | | MPC Board Committees: Compensation and Organization Development Sustainability and Public Policy |

  24. Paterson

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

  25. Paterson

    | | 2026 Proxy Statement | 11 |

  26. Paterson

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  27. Paterson

    | Key Skills and Expertise | | | CLASS III DIRECTOR NOMINEE: Term expires 2026 | | | | | Senior leadership | | Corporate governance | | International business | | | Public company CEO | | Finance & accounting | | Sustainability | | | Risk management | | Energy industry | | Environment |

  28. Paterson

    Career Highlights: •Dean, Mewbourne College of Earth & Energy at The University of Oklahoma (2015-2022) •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 •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 Boards (current): Kosmos Energy Ltd. (since 2023); MPLX GP LLC* (since 2018) Other Public Company Boards (within past five years): Spartan Acquisition Corp. II (2020-2021); Spartan Acquisition Corp. III (2021-2022); U.S. Silica Holdings, Inc. (2013-2021) Education: B.S., Chemical Engineering, The University of Oklahoma; M.S., Business, Stanford University; Ed.D, Organizational Leadership, The George Washington University Other Professional Experience and Community Involvement: •Member, Board of Advisors, Energy Institute, The University of Oklahoma •Co-leader, Oklahoma Solve Climate by 2030, Center for Environmental Policy at Bard College •Member, Board of Directors, Caturus Energy, LLC

  29. J. Michael

    J. Michael

  30. Stice

    Stice

  31. Stice

    | Professor, The University of Oklahoma | | Independent Director | | Age: 67 | | Director since: 2017 | | MPC Board Committees: Corporate Governance and Nominating, Chair Sustainability and Public Policy |

  32. Stice

    | Key Skills and Expertise | | | CLASS III DIRECTOR NOMINEE: Term expires 2026 | | | | | Senior leadership | | Finance & accounting | | Sustainability | | | Public company CEO | | Energy industry | | Environment | | | Risk management | | International business | | Government, legal & regulatory | | | Corporate governance | | | | |

  33. Stice

    Career Highlights: •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 •Executive roles at Marathon Oil Corporation (1997-2001), including President, Speedway SuperAmerica LLC, and President, Marathon Ashland Petroleum •Price Waterhouse LLP (1976-1997), admitted to the partnership in 1987 Other Public Company Boards (current): MPLX GP LLC* (since 2012); Public Service Enterprise Group Inc. (since 2019); Trane Technologies plc (since 2013, Lead Director since 2025) Education: B.S., Accounting, Pennsylvania State University Other Professional Experience and Community Involvement: •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 John P.

  34. Surma

    Surma

  35. Surma

    | Former Chairman and CEO, United States Steel Corporation | | Independent Lead Director | | Age: 71 | | Director since: 2011 | | MPC Board Committees: Audit Corporate Governance and Nominating |

  36. Surma

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

  37. Surma

    | 12 | Marathon Petroleum Corporation | |

  38. Surma

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  39. Surma

    | Key Skills and Expertise | | | CLASS I DIRECTOR: Term expires 2027 | | | | | Senior leadership | | Finance & accounting | | International business | | | Risk management | | Energy industry | | Sustainability | | | Corporate governance | | | | |

  40. Surma

    Career Highlights: •Senior Vice President of Industrial Relations (2007-2014), Director (2004-2014), Senior Vice President of Refining, Marketing and International (2001-2007), Senior Vice President, International Operations (2000-2001) of Saudi Arabian Oil Company (Saudi Aramco) •Thirty-three year career at Saudi Aramco, beginning in various field positions and progressing through management roles of increasing responsibility Other Public Company Boards (current): Halliburton Company (since 2014); National Gas & Industrialization Company (since 2019, Chairman 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) Abdulaziz F.

  41. Alkhayyal

    Alkhayyal

  42. Alkhayyal

    | Former Senior Vice President, Industrial Relations, Saudi Aramco | | Independent Director | | Age: 72 | | Director since: 2016 | | MPC Board Committees: Compensation and Organization Development Sustainability and Public Policy |

  43. Alkhayyal

    | Key Skills and Expertise | | | CLASS I DIRECTOR: Term expires 2027 | | | | | Senior leadership | | Corporate governance | | Sustainability | | | Public company CEO | | Finance & accounting | | Government, legal & regulatory | | | Risk management | | Energy industry | | Technology & cybersecurity |

  44. Alkhayyal

    Career Highlights: •Founder, CEO and President of Hepco Capital Management, LLC, a private investment firm (since 2016) •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 •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) •President and CEO (2004-2016), Resource America, Inc., an asset management company •Co-founder and various executive roles at Atlas Pipeline Partners, LP and Atlas Energy, Inc. Other Public Company Boards (current): Crane Harbor Acquisition Corp. (since 2025, Chairman since 2025); Crane Harbor Acquisition Corp. II (since 2025, Chairman since 2025) 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 Jonathan Z.

  45. Cohen

    Cohen

  46. Cohen

    | Founder, CEO and President, Hepco Capital Management, LLC | | Independent Director | | Age: 55 | | Director since: 2019 | | MPC Board Committees: Audit Corporate Governance and Nominating |

  47. Cohen

    | | 2026 Proxy Statement | 13 |

  48. Cohen

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  49. Cohen

    | Key Skills and Expertise | | | CLASS I DIRECTOR: Term expires 2027 | | | | | Senior leadership | | Corporate governance | | Energy industry | | | Public company CEO | | Finance & accounting | | Sustainability | | | Risk management | | | | |

  50. Cohen

    Career Highlights: •Vice Chairman (2015-2016) and director (since 2015) of MPLX following MPLX’s acquisition of MarkWest Energy Partners, L.P. (“MarkWest”) •President and CEO (2003-2015) and Chairman (2008-2015) of MarkWest •Twenty-two years of service with The Williams Companies, Inc. and WilTel Communications, progressing through management roles of increasing responsibility Other Public Company Boards (current): MPLX GP LLC* (since 2015) 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 Frank M.

  51. Semple

    Semple

  52. Semple

    | Former Chairman, President and CEO, MarkWest Energy Partners, L.P. | | Independent Director | | Age: 74 | | Director since: 2021 | | MPC Board Committees: Audit Compensation and Organization Development |

  53. Semple

    * 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.

  54. Semple

    | 14 | Marathon Petroleum Corporation | |

  55. Semple

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  56. Semple

    | Key Skills and Expertise | | | CLASS II DIRECTOR: Term expires 2028 | | | | | Senior leadership | | Finance & accounting | | Government, legal & regulatory | | | Risk management | | International business | | Technology & cybersecurity | | | Corporate governance | | Sustainability | | |

  57. Semple

    Career Highlights: •Senior Advisor, Apollo Global Management, a private equity firm (since 2011) •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 •Governor of the State of Indiana (1989-1997); Secretary of State (1986-1989) •Senior Advisor and Of Counsel, Cozen O’Connor Public Strategies, a law firm (2018-2019) •Partner, McGuireWoods LLP, a global diversified law firm (2011-2018) Other Public Company Boards (current): Fifth Third Bancorp (since 2011); RLJ Lodging Trust (since 2011) Other Public Company Boards (within past five years): Berry Global Group, Inc. (2011-2025) 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

  58. Evan

    Evan

  59. Bayh

    Bayh

  60. Bayh

    | Senior Advisor, Apollo Global Management | | Independent Director | | Age: 70 | | Director since: 2011 | | MPC Board Committees: Corporate Governance and Nominating Sustainability and Public Policy, Chair |

  61. Bayh

    | Key Skills and Expertise | | | CLASS II DIRECTOR: Term expires 2028 | | | | | Senior leadership | | Finance & accounting | | Environment | | | Risk management | | International business | | Technology & cybersecurity | | | Corporate governance | | Sustainability | | |

  62. Bayh

    Career Highlights: •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 •Executive Vice President and CFO, McKesson Corporation (2003-2013) •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 Boards (current): Aon plc (since 2018); Hexcel Corporation (since 2003, Lead Director since 2018) Education: A.B., Economics, Stanford University; M.B.A., Harvard University Other Professional Experience and Community Involvement: •Member, Board of Directors, The Juilliard School Jeffrey C.

  63. Campbell

    Campbell

  64. Campbell

    | Former Vice Chairman and CFO, American Express Company | | Independent Director | | Age: 65 | | Director since: 2024 | | MPC Board Committees: Audit, Chair Compensation and Organization Development |

  65. Campbell

    | | 2026 Proxy Statement | 15 |

  66. Campbell

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  67. Campbell

    | Key Skills and Expertise | | | CLASS II DIRECTOR: Term expires 2028 | | | | | Senior leadership | | Finance & accounting | | Sustainability | | | Risk management | | International business | | Technology & cybersecurity | | | Corporate governance | | | | |

  68. Campbell

    Career Highlights: •Founder and CEO of KET Solutions, LLC, a consulting firm (since 2021) •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 •Chief Information & Technology Officer, Prince George’s County, Maryland (2001-2004) Other Public Company Boards (current): U.S. Bancorp (since 2021) Other Public Company Boards (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 Kimberly N.

  69. Ellison-Taylor

    Ellison-Taylor

  70. Ellison-Taylor

    | Former Executive Director, Finance Thought Leadership, Oracle Corporation | | Independent Director | | Age: 56 | | Director since: 2024 | | MPC Board Committees: Audit Corporate Governance and Nominating |

  71. Ellison-Taylor

    | Key Skills and Expertise | | | CLASS II DIRECTOR: Term expires 2028 | | | | | Senior leadership | | Finance & accounting | | Sustainability | | | Risk management | | Energy industry | | Government, legal & regulatory | | | Corporate governance | | International business | | Technology & cybersecurity |

  72. Ellison-Taylor

    Career Highlights: •Executive Vice President, General Counsel and Secretary of Andeavor (2016-2018); Executive Vice President and General Counsel of Tesoro Logistics GP, LLC (2016-2018) •Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary of Kraft Foods Group, Inc., a grocery manufacturing and processing company (2012-2015) •Senior Vice President, General Counsel and Chief Compliance Officer (2008-2012) and Corporate Secretary (2009-2012) of Avon Products, Inc. •Former Partner in the Corporate & Securities group at Sidley Austin LLP, a law firm Other Public Company Boards (current): Celanese Corporation (since 2018); HP Inc. (since 2021); GE Vernova (since 2024) Other Public Company Boards (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 Kim K.W.

  73. Rucker

    Rucker

  74. Rucker

    | Former Executive Vice President, General Counsel and Secretary, Andeavor | | Independent Director | | Age: 59 | | Director since: 2018 | | MPC Board Committees: Audit Compensation and Organization Development, Chair |

  75. Rucker

    | 16 | Marathon Petroleum Corporation | |

  76. Rucker

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  77. Director Skills, Experience and Expertise

    | 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. | 11 | | | | 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. | 6 | | | | Directors | | Risk Management | Experience in identifying, prioritizing and managing a broad spectrum of risks, including with respect to strategy, human capital, environmental, social and cybersecurity matters, provides skills critical to the Board’s oversight of our risk assessment and risk management programs. | 11 | | | | 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. | 11 | | | | 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. | 11 | | | | 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. | 7 | | | | 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. | 9 | | | | Directors | | Sustainability | Experience overseeing, operating or advising on matters of sustainable energy, corporate social responsibility or human capital management supports effective oversight over these matters and reinforces our commitment to creating shared value with our stakeholders. | 11 | | | | Directors | | Environment | Expertise in environmental policy and emerging technologies strengthens oversight and helps align our business strategies with our commitment to create shared value for our stakeholders as we produce affordable, reliable energy. | 3 | | | | 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 or cybersecurity oversight provides knowledge critical to support digital transformation and management of cyber risks. | 5 | | | | Directors |

  78. Board of Directors

    Board of Directors

  79. 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 |

  80. Non-Employee Director Compensation

    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 44. Directors who are also our employees receive no compensation for their service on the Board or its committees.

  81. Annual Retainers

    | | | 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 Lead Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | $75,000 | | | –Audit Committee Chair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | $30,000 | | | –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 annually, generally on the day following the annual meeting* . . . . . . . . . . . . . . . . . . . | $185,000* | | | –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 | |

  82. Deferral of Compensation

    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 cash equal to the accrued balance in their unfunded account following departure from the Board. MPC RSUs and MPLX phantom units awarded to non-employee directors for Board service in the first two quarters of 2025, 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 with the annual equity award made May 1, 2025, directors may now elect whether to defer distribution of their awards until their departure from the Board. Awards for which no deferral election is made will generally distribute upon the first anniversary of the grant date.

  83. 2025 Director Compensation Table

    2025 Director Compensation Table The following table shows compensation earned by or paid to our non-employee directors during 2025 for service on our Board and, separately, as applicable, for service on the MPLX GP board of directors (the “MPLX Board”).

  84. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Abdulaziz F. Alkhayyal | 150,000 | 246,497 | — | 396,497 | | Evan Bayh | 175,000 | 246,497 | — | 421,497 | | Charles E. Bunch(1) | 58,173 | 61,497 | 25,000 | 144,670 | | Jeffrey C. Campbell | 170,027 | 246,497 | 10,000 | 426,524 | | Jonathan Z. Cohen | 150,000 | 246,497 | 20,000 | 416,497 | | Kimberly N. Ellison-Taylor | 150,000 | 246,497 | 10,000 | 406,497 | | Edward G. Galante(1) | 58,173 | 61,497 | 5,000 | 124,670 | | Eileen P. Paterson | 150,000 | 246,497 | — | 396,497 | | Kim K.W. Rucker | 166,690 | 246,497 | — | 413,187 | | Frank M. Semple | 250,000(2) | 413,049(2) | 20,000 | 683,049(2) | | J. Michael Stice | 266,690(2) | 413,049(2) | — | 679,739(2) | | John P. Surma | 325,000(2) | 413,049(2) | 20,000 | 758,049(2) | | Susan Tomasky(1) | 59,835 | 61,497 | 5,000 | 126,332 |

  85. 2025 Director Compensation Table

    (1)Retired from the Board effective April 30, 2025. (2)Includes compensation for MPLX Board service, as detailed immediately below under “Fees Earned or Paid in Cash” and “Stock Awards.” Fees Earned or Paid in Cash reflect: (i) cash retainers earned for MPC Board service in 2025 and (ii) for each of Messrs. Semple, Stice and Surma, a $100,000 cash retainer for MPLX Board service in 2025. Stock Awards reflect the aggregate grant date fair values of MPC RSUs and MPLX phantom units, calculated in accordance with financial accounting standards. During 2025, non-employee directors received: (i) quarterly grants of MPC RSUs and MPLX phantom units, valued at $41,625 and $4,625, respectively, for the first quarter and $13,722 and $1,525, respectively, for the second quarter (prorated for service through April 30, 2025), in each case based on the grant date closing price for MPC common stock and MPLX common units, respectively, and (ii) a 2025 annual grant of MPC RSUs and MPLX phantom units valued at $166,500 and $18,500, respectively, based on the average daily closing prices for MPC common stock and MPLX common units, respectively, in the 30 calendar days preceding the grant date. Amounts shown for each of Messrs. Semple, Stice and Surma also include $166,552 in MPLX phantom units for 2025 MPLX Board service consisting of: (i) quarterly grants of MPLX phantom units valued at $31,250 for the first quarter and $10,302 for the second quarter (prorated for service through April 30, 2025), in each case based on the grant date closing price of MPLX common units, and (ii) a 2025 annual grant of MPLX phantom units valued at $125,000 based on the average daily closing price for MPLX common units in the 30 calendar days preceding the grant date.

  86. 2025 Director Compensation Table

    | 30 | Marathon Petroleum Corporation | |

  87. 2025 Director Compensation Table

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  88. 2025 Director Compensation Table

    The following table shows the aggregate MPC RSUs and MPLX phantom units outstanding for each non-employee director as of December 31, 2025.

  89. 2025 Director Compensation Table

    | Name | MPC RSUs | MPLX Phantom Units | | | Alkhayyal | 25,107 | 8,396 | | | Bayh | 59,895 | 11,719 | | | Bunch | — | — | | | Campbell | 1,844 | 581 | | | Cohen | 15,435 | 5,338 | | | Ellison-Taylor | 2,464 | 915 | | | Galante | — | — | | | Paterson | 2,464 | 915 | | | Rucker | 19,139 | 6,578 | | | Semple | 13,927 | 57,101 | Includes 52,285 MPLX phantom units earned for MPLX Board service | | Stice | 23,883 | 52,313 | Includes 44,260 MPLX phantom units earned for MPLX Board service | | Surma | 59,895 | 80,185 | Includes 68,466 MPLX phantom units earned for MPLX Board service | | Tomasky | — | — | |

  90. 2025 Director Compensation Table

    All Other Compensation reflects charitable contributions under our matching gifts programs, as described above. Each program is subject to an annual limit of $10,000, up to an aggregate of $20,000. The amount shown for each of Messrs. Bunch and Galante, and Ms. Tomasky, also includes a $5,000 contribution to the charitable organization of the director’s choice, in honor of such director following his or her retirement from the Board.

  91. 2025 Director Compensation Table

    | Sustainability at MPC |

  92. 2025 Director Compensation Table

    | 32 | Our Commitment to Sustainability | 34 | Building an Engaged and Energized Workforce | | 33 | Our Core Values | 35 | Engaging with Our Stakeholders | | 33 | Reinforcing a Strong Safety Culture | 35 | Respecting Human Rights | | 33 | Lowering Our Carbon Footprint and Conserving Natural Resources | 35 | Promoting Supply Chain Sustainability |

  93. 2025 Director Compensation Table

    | 32 | Marathon Petroleum Corporation | |

  94. 2025 Director Compensation Table

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  95. Executive Summary

    Executive Summary In this CD&A, we provide an overview of our compensation guiding principles and objectives and our executive compensation program, and explain how and why the Compensation and Organization Development Committee made its 2025 compensation decisions for our NEOs. We recommend this CD&A be read together with the tables and related disclosures in “Executive Compensation Tables” beginning on page 57. Our NEOs for 2025 are:

  96. Executive Summary

    | | | | | | | | Maryann T. Mannen | Michael J. Hennigan | John J. Quaid | Rick D. Hessling | Molly R. Benson | Timothy J. Aydt | | President and CEO | Executive Chairman | Executive Vice President and CFO | Chief Commercial Officer | Chief Legal Officer and Corporate Secretary | Former Executive Vice President Refining |

  97. Executive Summary

    Ms. Mannen served as our President and CEO for all of 2025, and was elected to the additional role of Chairman of the Board effective January 1, 2026, succeeding Mr. Hennigan, who retired effective on that date. Mr. Quaid served as our Executive Vice President and Chief Financial Officer for all of 2025, leaving the role effective January 19, 2026. Mr. Aydt retired effective September 2, 2025.

  98. OUTSTANDING PERFORMANCE IN 2025 SUPPORTED BY INCENTIVE PLAN DESIGN

    OUTSTANDING PERFORMANCE IN 2025 SUPPORTED BY INCENTIVE PLAN DESIGN

  99. OUTSTANDING PERFORMANCE IN 2025 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 46 for details) •PSUs, which comprise 60% of the LTI target, reward for performance compared to peers on relative TSR* | •Achieved three-year PSU TSR of 67%, which was at the 83rd percentile of our PSU peer group | | Ensure competitive 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 | •Outperformed five of the six other companies in the peer group on this metric | | Deliver 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 | •MPC achieved net income of $4.0 billion and adjusted EBITDA** of $12.0 billion •MPLX achieved net income of $4.9 billion and distributable cash flow** of $5.8 billion | | Drive safe and reliable operations | •ACB program includes non-financial measures tied to process and personal safety | •Improved Process Safety Events Score 16% over 2024 results; set a six-year low for Tier 1 events •Set a seven-year low for OSHA recordable injury rate | | Invest in our best-in- class talent | •ACB program includes non-financial measures tied to human capital management | •Key role succession plan depth was 131% above historical performance •High employee participation in career development and ongoing learning | | Advance environmental stewardship | •ACB program includes non-financial measures tied to environmental stewardship | •Eleventh consecutive year of lowering GHG emissions intensity (cumulative 30% reduction since 2014) |

  100. OUTSTANDING PERFORMANCE IN 2025 SUPPORTED BY INCENTIVE PLAN DESIGN

    *In 2025, we added Relative Change in Free Cash Flow per Share as a second metric to the PSU program (weighted at 20% of the LTI target). This new metric is a key business initiative critical to MPC's ability to return capital to shareholders. **Non-GAAP Financial Measures. MPC’s “adjusted EBITDA” and MPLX’s “distributable cash flow” are not measures of financial performance under GAAP and may not be comparable to similarly titled measures reported by other companies. See Appendix I for the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

  101. Strong Alignment with Shareholders

    | | Structuring a significant portion of our executives’ target pay in the form of long-term, equity-based compensation. See page 46 for more information on our target compensation mix. | | | Tying our MPC performance-based long-term incentive awards to three-year relative TSR and relative change in FCF per share measures. See page 51 for more information on our PSU awards. | | | Maintaining significant stock ownership requirements to promote our executives’ ownership of a meaningful amount of our stock. See page 54 for more information on these guidelines. |

  102. Strong Emphasis on Pay for Performance

    | | Structuring a significant portion of our executives’ target pay as variable and at-risk, meaning there is no guarantee that the target value will be realized. See page 46 for more information on our NEOs’ at-risk compensation. | | | Designing our short- and long-term incentive plans to reward the execution of our business strategy and to support the creation of shareholder value over time. See pages 47 through 51 for more information on our short- and long-term incentive plan design. | | | Evaluating our performance against rigorous, pre-established financial metrics and non-financial performance measures. See page 43 for more information on how the Compensation and Organization Development Committee selects metrics and establishes goals for our incentive plans. |

  103. Robust Process for Selecting Metrics and Establishing Goals

    | u | Review guiding principles for executive compensation programs | | u | Update on key executive compensation trends, including peer incentive plan design, provided by the independent compensation consultant | | u | Preview incentive plan structure for next fiscal year and review for alignment with executive compensation guiding principles, shareholder expectations and business strategy | | u | 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 | | u | Approve incentive plan financial performance metrics and non-financial performance measures for the fiscal year | | u | 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 |

  104. Executive Compensation Guiding Principles

    | v | Attract, retain, motivate and reward the highest-quality executive team by providing market-competitive compensation. | | v | Be cogent and transparent so the programs and policies 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 company culture. | | v | Differentiate pay on the basis of individual performance, experience and skill set. |

  105. Independent Compensation Consultant

    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:

  106. Independent Compensation Consultant

    | | Designing and implementing our compensation program and policies to accomplish our objectives. | | | Comparative data on the executive compensation programs and policies of companies in our compensation reference group, executive compensation surveys and general market trends. | | | How our compensation program and policies align with regulatory requirements and governance standards. |

  107. Independent Compensation Consultant

    See “Compensation Governance—Compensation Consultant Independence” on page 56 for additional information about the compensation consultant’s independence and related matters.

  108. Executive Compensation Program for 2025

    | 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 metric achievement over 36 months | | | | | 20% MPC RSUs | | | | | Value depends on MPC stock performance at vesting over a three-year period | | | | | 20% MPLX Phantom Units | | | | | Value depends on MPLX common unit performance at vesting over a three-year period |

  109. 2025 Target Compensation Mix

    | | Base Salary | ACB | MPC PSUs | MPC RSUs | MPLX Phantom Units | | CEO Mannen | 8% | 14% | 47% | 15.6% | 15.6% | | | | 61% Performance-Based | | 31% Time-Based | | | | | 92% At-Risk | | | |

  110. 2025 Target Compensation Mix

    | | Base Salary | ACB | MPC PSUs | MPC RSUs | MPLX Phantom Units | | OTHER NEOs Average | 18% | 19% | 38% | 12.6% | 12.6% | | | | 57% Performance-Based | | 25% Time-Based | | | | | 82% At-Risk | | | |

  111. 2025 Annual Cash Bonus Program

    2025 Annual Cash Bonus Program Our NEOs participated in the 2025 ACB program, which the Compensation and Organization Development Committee approved in January 2025, with a performance period of January 1, 2025 through December 31, 2025. The primary purpose of the 2025 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:

  112. 2025 Annual Cash Bonus Program

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

  113. 2025 Annual Cash Bonus Program

    | 48 | Marathon Petroleum Corporation | |

  114. 2025 Annual Cash Bonus Program

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  115. 2025 Company Metrics and Performance

    | 2025 ANNUAL CASH BONUS - 80% FINANCIAL PERFORMANCE | | | | | | | | Financial Performance | Program Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Performance Achieved | | | Relative Adjusted EBITDA per Barrel of Total Throughput | 30% | 30th Percentile of peer group companies | 50th Percentile of peer group companies | 100th Percentile of peer group companies | 83rd Percentile (166.67% of target) | 50.00% | | ACB Adjusted EBITDA (in millions) | 20% | $7,513 | $10,018 | $12,522 | $10,385 (114.65% of target) | 22.93% | | Distributable Cash Flow at MPLX per Unit | 20% | $5.02 | $5.57 | $6.13 | $5.72 (126.79% of target) | 25.36% | | Relative Refining Margin per Barrel by Region | 10% | Average of 3rd in peer group companies* | Average of 2nd in peer group companies | Average of 1st in peer group companies | Average of 1.83 (117.00% of target) | 11.70% | | | | | TOTAL FINANCIAL PERFORMANCE: | | | 109.99% |

  116. 2025 Company Metrics and Performance

    | 2025 ANNUAL CASH BONUS - 20% NON-FINANCIAL PERFORMANCE | | | | | Non-Financial Performance | Performance Achieved | | 2025 Assessment | | Safety Reinforce our strong safety culture as our number-one priority | •Achieved Process Safety Events (“PSE”) Score of 92, a 16% improvement over 2024 results; set a six-year low for PSE Tier 1 events •Detroit, El Paso and Kenai refineries earned the American Fuel & Petrochemical Manufacturers prestigious Distinguished Safety Award •Awarded the International Liquid Terminal Association’s (“ILTA”) Platinum Safety Award, ILTA’s highest honor for outstanding safety performance •Days Away Rate was minimally above historical performance •Set a seven-year low for OSHA recordable injury rate | | Above/Well Above Expectations | | Environmental Stewardship Reduce GHG intensity and lower our carbon footprint | •Achieved GHG Intensity result of 20.9,* a 2% reduction from 2024 results •Achieved Designated Environmental Incidents result of 45, a 4% improvement compared to 2024 results | | Well Above Expectations | | Human Capital Management Establish strong leadership succession pipeline through enhanced planning and promotion of employee engagement and development | •Key role succession plan depth was 131% above historical performance •High employee participation in career development and ongoing learning activities •On-time completion of training course requirements by employees was aligned to historical performance | | Above Expectations | | | | TOTAL NON-FINANCIAL PERFORMANCE: | 33.00% |

  117. ACB Payouts for 2025

    ACB Payouts for 2025 In February 2026, based on its assessment of our financial and non-financial performance shown above, the Compensation and Organization Development Committee certified the overall performance under the 2025 ACB program, as described above, at 143%. Once it has assessed overall performance, the Compensation and Organization Development Committee has discretion under the 2025 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

  118. ACB Payouts for 2025

    | 50 | Marathon Petroleum Corporation | |

  119. ACB Payouts for 2025

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  120. ACB Payouts for 2025

    successful execution in 2025 of our Company strategy and enhancement of shareholder value were significant, it concluded that the high achievement of performance metrics under the 2025 ACB program adequately reflected these contributions and determined to make no individual adjustments. Taking into consideration MPC’s overall performance, the Compensation and Organization Development Committee’s evaluation of each NEO’s contributions to that performance, and Ms. Mannen’s recommendations as CEO, the Committee awarded the following amounts to our NEOs under the 2025 ACB program:

  121. ACB Payouts for 2025

    | Name | 2025 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 | 143 | 3,303,300 | | Hennigan | 1,050,000 | 165 | 1,732,500 | 143 | 2,477,500 | | Quaid | 840,000 | 100 | 840,000 | 143 | 1,201,200 | | Hessling | 700,000 | 90 | 630,000 | 143 | 900,900 | | Benson | 700,000 | 90 | 630,000 | 143 | 900,900 | | Aydt | 890,000* | 100 | 890,000 | 143 | 1,272,700 |

  122. ACB Payouts for 2025

    * The Compensation and Organization Development Committee used Mr. Aydt’s base salary immediately prior to his retirement as his eligible earnings for purposes of determining his final award under the 2025 ACB. Mr. Quaid’s 2025 ACB target percentage opportunity was increased, from 90% to 100% of eligible earnings, to maintain market competitiveness for his role. Target percentage opportunities for our other NEOs remained unchanged from their 2024 ACB target percentages.

  123. 2025 Long-Term Incentive Compensation Program

    2025 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.

  124. 2025 Annual LTI Awards

    2025 Annual LTI Awards The Compensation and Organization Development Committee approved the following 2025 LTI target award amounts for our NEOs during its annual compensation review process in early 2025. 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 “2025 Summary Compensation Table” and the “2025 Grants of Plan-Based Awards” table on pages 57 and 59, respectively.

  125. 2025 Annual LTI Awards

    | Name | MPC PSUs ($) | MPC RSUs ($) | MPLX Phantom Units ($) | Total 2025 LTI Award ($) | | Mannen | 7,800,000 | 2,600,000 | 2,600,000 | 13,000,000 | | Hennigan | 5,328,000 | 1,776,000 | 1,776,000 | 8,880,000 | | Quaid | 2,040,000 | 680,000 | 680,000 | 3,400,000 | | Hessling | 1,200,000 | 400,000 | 400,000 | 2,000,000 | | Benson | 1,200,000 | 400,000 | 400,000 | 2,000,000 | | Aydt | 1,200,000 | 400,000 | 400,000 | 2,000,000 |

  126. 2025 Annual LTI Awards

    Increases to the 2025 LTI target award opportunities for Ms. Mannen, Mr. Quaid and Ms. Benson of 8%, 10% and 11%, respectively, over their 2024 LTI target awards were made to maintain market competitiveness for each executive’s role.

  127. 2025 Annual LTI Awards

    | | 2026 Proxy Statement | 51 |

  128. 2025 Annual LTI Awards

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  129. 2025 Annual LTI Awards

    Mr. Hennigan’s 2025 LTI target award opportunity represents a 40% decrease from his 2024 LTI target award to reflect his departure as CEO and new role as Executive Chairman. Mr. Aydt’s LTI target award opportunity was reduced in light of ongoing discussions around his role and responsibilities. Mr. Aydt retired effective September 2, 2025. Mr. Hessling’s 2025 LTI target award opportunity was unchanged from his 2024 LTI target award.

  130. MPC PSUs

    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. 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 generally vest in full at the end of the performance period and are settled in cash. The actual payout value is based on MPC’s performance (which can range from 0% to 200%) under each applicable metric multiplied by 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 under any metric is capped at 100% when MPC’s PSU TSR is negative for the performance period.

  131. MPC PSUs

    | | | | | Performance Percentile/Payout Percentage* | | | | PSU Award | Performance Period | Metric(s) | Weight | Threshold | Target | Maximum | | 2023 PSUs | January 1, 2023 - December 31, 2025 | Relative PSU TSR | 100% | 30th percentile/ 50% payout | 50th percentile/ 100% payout | 100th percentile/ 200% payout | | 2024 PSUs | January 1, 2024 - December 31, 2026 | Relative PSU TSR | 100% | | | | | 2025 PSUs | January 1, 2025 - December 31, 2027 | Relative PSU TSR | 66.7% | | | | | | | Relative Change in FCF per Share | 33.3% | | | |

  132. MPC PSUs

    *No payout for performance below threshold. Payout for performance between percentiles is determined using linear interpolation.

  133. MPC PSUs

    | Performance Peer Group* | | | | | Peer Companies | | | Peer Indices | | BP p.l.c. Chevron Corporation CVR Energy, Inc. Delek US Holdings, Inc. | Exxon Mobil Corporation HF Sinclair Corporation Marathon Petroleum Corporation | PBF Energy Inc. Phillips 66 Valero Energy Corporation | Median of Compensation Reference Group** S&P 500 Index Alerian MLP Index |

  134. MPC PSUs

    *The Performance Peer Group for Relative PSU TSR includes both the Peer Companies and the Peer Indices. The Performance Peer Group for Relative Change in FCF per Share includes the Peer Companies only. ** Determined by selecting the median company when ranking the applicable year’s Compensation Reference Group by TSR in descending order for the applicable performance period. Relative PSU TSR measures our three-year total shareholder return relative to the performance peer group. PSU TSR is calculated as follows:

  135. MPC PSUs

    | (Ending Stock Price* - Beginning Stock Price*) + Cumulative Cash Dividends | * Calculated as the average of each performance peer’s closing price for the trading days in the 30 calendar days prior to each applicable date. | | Beginning Stock Price* | |

  136. MPC PSUs

    Relative Change in FCF per Share measures our three-year percentage change in free cash flow – net cash provided by operating activities less additions to property, plant and equipment (commonly referred to as capital expenditures) – relative to the performance peer group. Change in FCF per Share for the 2025 PSUs is calculated as follows:

  137. MPC PSUs

    | (2025 FCF ÷ 2025 WASO*) + (2026 FCF ÷ 2026 WASO*) + (2027 FCF ÷ 2027 WASO*) | * Weighted Average Shares Outstanding (“WASO”) means the diluted weighted average shares outstanding as reported in each performance peer’s annual report. | | (2022 FCF ÷ 2022 WASO*) + (2023 FCF ÷ 2023 WASO*) + (2024 FCF ÷ 2024 WASO*) | |

  138. MPC PSUs

    | 52 | Marathon Petroleum Corporation | |

  139. MPC PSUs

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  140. 2023 PSUs Performance and Payout

    2023 PSUs Performance and Payout In January 2026, the Compensation and Organization Development Committee certified the final performance for the 2023 PSUs as follows:

  141. 2023 PSUs Performance and Payout

    | 2023 PSUs | Actual PSU TSR | Position Relative to Peer Group | Performance Percentile | Payout Percentage | | January 1, 2023 - December 31, 2025 | 67.15% | 3rd of 13 | 83.33rd | 166.67 |

  142. 2023 PSUs Performance and Payout

    Each NEO’s 2023 PSU target award was multiplied by: (i) the Payout Percentage shown in the table above and (ii) MPC’s average closing share price for the trading days in the final 30 calendar days of the performance period, resulting in the following payouts:

  143. 2023 PSUs Performance and Payout

    | Name | MPC 2023 PSU Target Award ($) | MPC 2023 PSU Target Award* (#) | Payout Percentage (%) | Performance- Adjusted PSUs (#) | MPC Average Closing Share Price ($) | Payout ($) | | Mannen | 2,700,000 | 21,762 | 166.67 | 36,271 | 177.68 | 6,444,631 | | Hennigan | 8,040,000 | 64,802 | 166.67 | 108,006 | 177.68 | 19,190,506 | | Quaid | 900,000 | 7,254 | 166.67 | 12,091 | 177.68 | 2,148,329 | | Hessling | 600,000 | 4,836 | 166.67 | 8,061 | 177.68 | 1,432,278 | | Benson | 480,000 | 3,869 | 166.67 | 6,449 | 177.68 | 1,145,858 | | Aydt | 1,440,000 | 11,606 | 166.67 | 19,344 | 177.68 | 3,437,042 |

  144. 2023 PSUs Performance and Payout

    *Calculated as the target award value divided by MPC’s average closing share price ($124.07) for the trading days in the 30 calendar days immediately prior to the grant date (March 1, 2023). PSUs granted in 2024 and 2025 to our NEOs remain outstanding. See the “2025 Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2025 Fiscal Year-End” tables on pages 59 and 60, respectively, for additional information about these awards.

  145. MPC RSUs

    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 “2025 Grants of Plan-Based Awards” on page 59 for additional information about MPC RSUs granted to our NEOs in 2025.

  146. Severance Benefits

    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 68.

  147. Compensation Risk Assessment

    | Compensation Program Risk-Mitigating Factors | | | | The balance between fixed versus variable compensation, cash versus equity, and short-term versus long-term incentives is appropriate. | | | 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. | | | 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. | | | 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. |

  148. Compensation Consultant Independence

    Compensation Consultant Independence The Compensation and Organization Development Committee engaged FW Cook as its independent compensation consultant for 2025. 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 2025, FW Cook did not provide services to our management or us in excess of $120,000 that were not directly related to executive or director compensation matters. In determining that the advice it receives from its independent compensation consultant is objective and not influenced by the consultant’s working relationship with MPC or the Compensation and Organization Development Committee, the Committee assessed FW Cook’s independence by considering, among other factors: •FW Cook’s provision of other services to us; •The amount of fees we paid FW Cook, as a percentage of FW Cook’s total revenue; •FW Cook’s policies and procedures that are designed to prevent conflicts of interest; •Any business or personal relationship of any FW Cook consulting team member with any member of our Board or the Compensation and Organization Development Committee; •Any MPC stock owned by FW Cook or any consulting team member (or their immediate family members); and •Any business or personal relationship of any FW Cook employee with any of our executive officers. The Compensation and Organization Development Committee has considered and assessed all relevant factors, including those required by the SEC, that could give rise to a potential conflict of interest and determined that its engagement of FW Cook as its independent compensation consultant for 2025 did not raise any conflicts of interest.

  149. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information regarding compensation for our 2025 NEOs for the years shown.

  150. 2025 Summary Compensation Table

    | 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 | 2025 | 1,400,000 | 13,391,322 | 3,303,300 | 467,458 | 454,181 | 19,016,261 | | | 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 | | Michael J. Hennigan Executive Chairman | 2025 | 1,050,000 | 9,147,232 | 2,477,500 | 680,357 | 752,410 | 14,107,499 | | | 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 | | John J. Quaid Executive Vice President and CFO | 2025 | 830,027 | 3,502,395 | 1,201,200 | 243,560 | 158,059 | 5,935,241 | | | 2024 | 800,000 | 3,578,607 | 1,125,600 | 170,296 | 135,135 | 5,809,638 | | Rick D. Hessling Chief Commercial Officer | 2025 | 693,767 | 2,060,167 | 900,900 | 316,905 | 139,113 | 4,110,852 | | | 2024 | 675,000 | 2,308,741 | 949,800 | 180,608 | 111,177 | 4,225,326 | | Molly R. Benson Chief Legal Officer and Corporate Secretary | 2025 | 687,534 | 2,060,167 | 900,900 | 280,019 | 132,673 | 4,061,293 | | | 2024 | 650,000 | 2,077,884 | 914,600 | 167,578 | 101,554 | 3,911,616 | | Timothy J. Aydt Former Executive Vice President Refining | 2025 | 890,000 | 2,060,167 | 1,272,700 | 231,576 | 1,028,534 | 5,482,977 | | | 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 |

  151. 2025 Summary Compensation Table

    Salary shows the actual amount earned during the year. See page 47 in the CD&A for additional information on base salaries for 2025, including the effective dates of any midyear base salary adjustments. Stock Awards reflect the aggregate grant date fair value of LTI awarded for the year indicated, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). The Compensation and Organization Development Committee awards LTI to our NEOs based on intended target values, which reflect established compensation valuation methodologies that differ in some respects from the FASB ASC Topic 718 methodologies; thus, the amounts shown in this table may differ from the intended target award values. See “2025 Long-Term Incentive Compensation Program—2025 Annual LTI Awards” beginning on page 50 for additional information about the intended target values for the 2025 LTI awards to our NEOs. For assumptions used to determine the values of LTI awards as shown in this table, see the "Grant Date Fair Value” note accompanying the “2025 Grants of Plan-Based Awards” table on page 59, Note 25 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, and Note 2 to MPLX’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025. PSUs are included in this column at their target value because target was determined to be the probable outcome for the applicable performance period at the time of grant of each award, consistent with the accounting treatment under GAAP. The maximum grant date value of the PSUs granted in 2025, assuming the highest level of performance achieved, is: Ms. Mannen, $16,393,698; Mr. Hennigan, $11,198,065; Mr. Quaid, $4,287,543; Mr. Hessling, $2,522,009; Ms. Benson, $2,522,009; Mr. Aydt, $2,522,009.

  152. 2025 Summary Compensation Table

    | 58 | Marathon Petroleum Corporation | |

  153. 2025 Summary Compensation Table

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  154. 2025 Summary Compensation Table

    Non-Equity Incentive Plan Compensation reflects the total ACB award earned for the year indicated, paid the following year. See “2025 Annual Cash Bonus Program” beginning on page 47 for additional information on payouts under this program for 2025. See “2025 Target Compensation Mix” on page 46 for additional information about the amount of salary and incentive compensation awarded to our NEOs in proportion to their total compensation. 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 2025” beginning on page 63 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” beginning on page 53.

  155. 2025 Summary Compensation Table

    | Name | Personal Use of Corporate Aircraft ($) | Company Physicals ($) | Tax and Financial Planning ($) | Security ($) | Company Contributions to Defined Contribution Plans ($) | Other ($) | Total All Other Compensation ($) | | Mannen | 90,535 | 4,907 | 15,000 | 934 | 335,591 | 7,214 | 454,181 | | Hennigan | 146,646 | 4,907 | 15,000 | — | 337,627 | 248,230 | 752,410 | | Quaid | — | 4,907 | 15,000 | — | 137,218 | 934 | 158,059 | | Hessling | — | 4,907 | 15,000 | — | 115,337 | 3,869 | 139,113 | | Benson | — | 4,907 | 15,000 | — | 112,386 | 380 | 132,673 | | Aydt | — | 4,907 | 15,000 | — | 141,411 | 867,216 | 1,028,534 |

  156. 2025 Summary Compensation Table

    “Personal Use of Corporate Aircraft” reflects our aggregate incremental cost of personal use of corporate aircraft by our NEOs, their spouses or other guests for 2025. We determine the incremental cost for personal use of our corporate aircraft based on the variable costs to operate the aircraft, including incremental aircraft fleet maintenance, but excluding fixed costs that do not change based on usage, such as pilot compensation and the purchase and lease of aircraft. We believe this method provides a reasonable estimate of our incremental cost. No income tax assistance or gross-ups are provided for personal use of corporate aircraft. See “Other Benefits” beginning on page 53 for additional information regarding personal use of corporate aircraft by our NEOs. “Company Contributions to Defined Contribution Plans” reflects our contributions under our tax-qualified retirement plans and related nonqualified deferred compensation plans. See “Post-Employment Benefits for 2025” beginning on page 63 and “2025 Nonqualified Deferred Compensation” beginning on page 66 for additional information. “Other” reflects our aggregate incremental cost for: (i) Company-sponsored activities at off-site Board meetings, (ii) for Ms. Mannen and Messrs. Hennigan, Aydt and Hessling, attendance by their respective spouses at selected business events where appropriate due to the nature of the event and the participant mix and (iii) the provision of certain digital protection services. Other for Mr. Hennigan also includes $242,309 for his vested but unused vacation benefit paid upon his retirement effective January 1, 2026. Other for Mr. Aydt also includes: (i) $183,133 for his vested but unused vacation benefit paid upon his retirement effective September 2, 2025, and (ii) $680,000 pursuant to a Consulting Agreement. We and Mr. Aydt entered into the Consulting Agreement, effective following his retirement, under which Mr. Aydt supported the transition of his executive role and related activities as an independent contractor through December 31, 2025. Pursuant to the terms of the agreement, we paid Mr. Aydt monthly consulting fees equal to $170,000 and reasonable expense reimbursement for his services. A copy of this agreement was filed as an exhibit to our quarterly report on Form 10-Q for the quarter ended September 30, 2025.

  157. 2025 Summary Compensation Table

    | | 2026 Proxy Statement | 59 |

  158. 2025 Summary Compensation Table

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  159. 2025 Grants of Plan-Based Awards

    2025 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 2025.

  160. 2025 Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mannen | ACB | | — | 2,310,000 | 4,620,000 | | | | | | | | RSUs | 3/1/2025 | | | | | | | 17,048 | 2,560,269 | | | PSUs | 3/1/2025 | | | | 25,572 | 51,144 | 102,288 | | 8,196,849 | | | MPLX Phantom Units | 3/1/2025 | | | | | | | 48,863 | 2,634,204* | | Hennigan | ACB | | — | 1,732,500 | 3,465,000 | | | | | | | | RSUs | 3/1/2025 | | | | | | | 11,645 | 1,748,846 | | | PSUs | 3/1/2025 | | | | 17,468 | 34,935 | 69,870 | | 5,599,032 | | | MPLX Phantom Units | 3/1/2025 | | | | | | | 33,377 | 1,799,354* | | Quaid | ACB | | — | 840,000 | 1,680,000 | | | | | | | | RSUs | 3/1/2025 | | | | | | | 4,459 | 669,653 | | | PSUs | 3/1/2025 | | | | 6,688 | 13,376 | 26,752 | | 2,143,772 | | | MPLX Phantom Units | 3/1/2025 | | | | | | | 12,780 | 688,970* | | Hessling | ACB | | — | 630,000 | 1,260,000 | | | | | | | | RSUs | 3/1/2025 | | | | | | | 2,623 | 393,922 | | | PSUs | 3/1/2025 | | | | 3,934 | 7,868 | 15,736 | | 1,261,004 | | | MPLX Phantom Units | 3/1/2025 | | | | | | | 7,517 | 405,241* | | Benson | ACB | | — | 630,000 | 1,260,000 | | | | | | | | RSUs | 3/1/2025 | | | | | | | 2,623 | 393,922 | | | PSUs | 3/1/2025 | | | | 3,934 | 7,868 | 15,736 | | 1,261,004 | | | MPLX Phantom Units | 3/1/2025 | | | | | | | 7,517 | 405,241* | | Aydt | ACB | | — | 890,000 | 1,780,000 | | | | | | | | RSUs | 3/1/2025 | | | | | | | 2,623 | 393,922 | | | PSUs | 3/1/2025 | | | | 3,934 | 7,868 | 15,736 | | 1,261,004 | | | MPLX Phantom Units | 3/1/2025 | | | | | | | 7,517 | 405,241* |

  161. 2025 Grants of Plan-Based Awards

    *MPLX phantom units are granted under the 2018 MPLX Incentive Compensation Plan and valued on the basis of MPLX’s common unit price. Approval Dates. The MPC RSUs and PSUs granted on March 1, 2025 were approved by the Compensation and Organization Development Committee on January 23, 2025. The MPLX phantom units granted on March 1, 2025 were approved by the MPLX Committee on January 23, 2025. MPC RSUs generally vest in equal installments on the first, second and third anniversaries of the grant date and are settled in MPC common stock. Unvested RSUs accrue dividend equivalents, which are paid on the scheduled vesting dates. Holders of unvested RSUs do not have voting rights. MPC PSUs generally vest following a 36-month performance period and are settled 100% in cash. Unvested PSUs do not accrue dividends or dividend equivalents and do not have voting rights. The target PSUs shown reflect the target dollar value of each award divided by the MPC common stock 30-day average closing price prior to the grant date. The threshold, which is the minimum possible payout, is met when the relative PSU TSR percentile achieved is 30th, resulting in a payout percentage of 50%. Performance below this threshold would result in no payout. The maximum payout percentage is 200% of target. For additional information on MPC PSUs, see “2025 Long-Term Incentive Compensation Program—MPC PSUs” on page 51.

  162. 2025 Grants of Plan-Based Awards

    | 60 | Marathon Petroleum Corporation | |

  163. 2025 Grants of Plan-Based Awards

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  164. 2025 Grants of Plan-Based Awards

    MPLX Phantom Units generally vest in equal installments on the first, second and third anniversaries of the grant date and are settled in MPLX common units. Distribution equivalents accrue on the phantom unit awards and are paid on the scheduled vesting dates. Holders of unvested phantom units do not have voting rights. Grant Date Fair Value reflects the total grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718. The MPC RSU value is based on the MPC common stock closing price ($150.18) on the grant date (or the prior business day if the grant date did not fall on a business day). The MPC PSU value is $160.27 per unit, using a Monte Carlo valuation model. The MPLX phantom unit value is based on the MPLX common unit closing price ($53.91) on the grant date (or the prior business day if the grant date did not fall on a business day).

  165. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding the outstanding equity awards held by our NEOs as of December 31, 2025.

  166. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mannen | | — | — | | | MPC | 28,031 | 4,558,682 | 79,302 | 25,793,768 | | | | — | — | | | MPLX | 74,819* | 3,993,090* | — | — | | Hennigan | | — | — | | | MPC | 29,316 | 4,767,661 | 87,554 | 28,477,814 | | | | — | — | | | MPLX | 105,943* | 5,654,178* | — | — | | Quaid | | — | — | | | MPC | 7,715 | 1,254,690 | 24,398 | 7,935,694 | | | | — | — | | | MPLX | 26,391* | 1,408,488* | — | — | | Hessling | | — | — | | | MPC | 4,563 | 742,081 | 14,979 | 4,872,070 | | | | — | — | | | MPLX | 15,749* | 840,524* | — | — | | Benson | 3/1/2020 | 17,196 | — | 47.73 | 3/1/2030 | MPC | 4,292 | 698,008 | 14,268 | 4,640,810 | | | | — | — | | | MPLX | 14,663* | 782,564* | — | — | | Aydt | | — | — | | | MPC | 6,036 | 981,635 | 18,534 | 6,028,369 | | | | — | — | | | MPLX | 21,622* | 1,153,966* | — | — |

  167. Outstanding Equity Awards at 2025 Fiscal Year-End

    *MPLX phantom units are granted under the 2018 MPLX Incentive Compensation Plan and valued on the basis of MPLX’s common unit price. Stock Options generally vest in equal installments on the first, second and third anniversaries of the grant date and expire ten years after the grant date. The exercise price is generally equal to the closing price of MPC’s common stock on the grant date (or the prior business day if the grant date did not fall on a business day). Option holders do not have voting rights or receive dividends on the underlying stock. No stock options have been granted to any NEO since 2020. Number of Shares or Units of Stock That Have Not Vested reflects the number of unvested MPC RSUs and MPLX phantom units held on December 31, 2025. MPC RSUs and MPLX phantom units generally vest in equal installments on the first, second and third anniversaries of the grant date.

  168. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 2026 Proxy Statement | 61 |

  169. Outstanding Equity Awards at 2025 Fiscal Year-End

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  170. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | MPC RSUs | | | MPLX Phantom Units | | | | Name | Grant Date | Number of RSUs That Have Not Vested (#) | Vesting Date | Grant Date | Number of Phantom Units That Have Not Vested (#) | Vesting Date | | Mannen | 3/1/2023 | 2,418 | 3/1/2026 | 3/1/2023 | 8,658 | 3/1/2026 | | | 3/1/2024 | 3,951 | 3/1/2026, 3/1/2027 | 3/1/2024 | 17,298 | 3/1/2026, 3/1/2027 | | | 8/1/2024 | 4,614 | 8/1/2026, 8/1/2027 | 3/1/2025 | 48,863 | 3/1/2026, 3/1/2027, 3/1/2028 | | | 3/1/2025 | 17,048 | 3/1/2026, 3/1/2027, 3/1/2028 | | 74,819 | | | | | 28,031 | | | | | | Hennigan | 3/1/2023 | 6,911 | 3/1/2026 | 3/1/2023 | 24,746 | 3/1/2026 | | | 3/1/2024 | 11,226 | 3/1/2026, 3/1/2027 | 3/1/2024 | 49,155 | 3/1/2026, 3/1/2027 | | | 3/1/2025 | 11,179 | 3/1/2026, 3/1/2027, 3/1/2028 | 3/1/2025 | 32,042 | 3/1/2026, 3/1/2027, 3/1/2028 | | | | 29,316 | | | 105,943 | | | Quaid | 3/1/2023 | 806 | 3/1/2026 | 3/1/2023 | 2,886 | 3/1/2026 | | | 3/1/2024 | 2,450 | 3/1/2026, 3/1/2027 | 3/1/2024 | 10,725 | 3/1/2026, 3/1/2027 | | | 3/1/2025 | 4,459 | 3/1/2026, 3/1/2027, 3/1/2028 | 3/1/2025 | 12,780 | 3/1/2026, 3/1/2027, 3/1/2028 | | | | 7,715 | | | 26,391 | | | Hessling | 3/1/2023 | 517 | 3/1/2026 | 3/1/2023 | 1,852 | 3/1/2026 | | | 3/1/2024 | 1,521 | 3/1/2026, 3/1/2027 | 3/1/2024 | 6,661 | 3/1/2026, 3/1/2027 | | | 3/1/2025 | 2,525 | 3/1/2026, 3/1/2027, 3/1/2028 | 3/1/2025 | 7,236 | 3/1/2026, 3/1/2027, 3/1/2028 | | | | 4,563 | | | 15,749 | | | Benson | 3/1/2023 | 412 | 3/1/2026 | 3/1/2023 | 1,478 | 3/1/2026 | | | 3/1/2024 | 1,364 | 3/1/2026, 3/1/2027 | 3/1/2024 | 5,974 | 3/1/2026, 3/1/2027 | | | 3/1/2025 | 2,516 | 3/1/2026, 3/1/2027, 3/1/2028 | 3/1/2025 | 7,211 | 3/1/2026, 3/1/2027, 3/1/2028 | | | | 4,292 | | | 14,663 | | | Aydt | 3/1/2023 | 1,238 | 3/1/2026 | 3/1/2023 | 4,430 | 3/1/2026 | | | 3/1/2024 | 2,273 | 3/1/2026, 3/1/2027 | 3/1/2024 | 9,956 | 3/1/2026, 3/1/2027 | | | 3/1/2025 | 2,525 | 3/1/2026, 3/1/2027, 3/1/2028 | 3/1/2025 | 7,236 | 3/1/2026, 3/1/2027, 3/1/2028 | | | | 6,036 | | | 21,622 | |

  171. Outstanding Equity Awards at 2025 Fiscal Year-End

    Market Value of Shares or Units of Stock That Have Not Vested reflects the aggregate value of all unvested MPC RSUs and MPLX phantom units held on December 31, 2025, using the MPC closing common stock price ($162.63) and the MPLX closing common unit price ($53.37) on December 31, 2025, the last trading day of the year. Equity Incentive Plan Awards That Have Not Vested reflects the number of unvested MPC PSUs held on December 31, 2025. PSUs generally vest following a 36-month performance period.

  172. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Grant Date | Number of PSUs That Have Not Vested (#) | Performance Period | Name | Grant Date | Number of PSUs That Have Not Vested (#) | Performance Period | | Mannen | 3/1/2024 | 17,777 | 1/1/2024 - 12/31/2026 | Hessling | 3/1/2024 | 7,111 | 1/1/2024 - 12/31/2026 | | | 8/1/2024 | 10,381 | 1/1/2024 - 12/31/2026 | | 3/1/2025 | 7,868 | 1/1/2025 - 12/31/2027 | | | 3/1/2025 | 51,144 | 1/1/2025 - 12/31/2027 | | | 14,979 | | | | | 79,302 | | | | | | | Hennigan | 3/1/2024 | 52,619 | 1/1/2024 - 12/31/2026 | Benson | 3/1/2024 | 6,400 | 1/1/2024 - 12/31/2026 | | | 3/1/2025 | 34,935 | 1/1/2025 - 12/31/2027 | | 3/1/2025 | 7,868 | 1/1/2025 - 12/31/2027 | | | | 87,554 | | | | 14,268 | | | Quaid | 3/1/2024 | 11,022 | 1/1/2024 - 12/31/2026 | Aydt | 3/1/2024 | 10,666 | 1/1/2024 - 12/31/2026 | | | 3/1/2025 | 13,376 | 1/1/2025 - 12/31/2027 | | 3/1/2025 | 7,868 | 1/1/2025 - 12/31/2027 | | | | 24,398 | | | | 18,534 | |

  173. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 62 | Marathon Petroleum Corporation | |

  174. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  175. Outstanding Equity Awards at 2025 Fiscal Year-End

    Market Value of Equity Incentive Plan Awards That Have Not Vested reflects the aggregate value of all unvested MPC PSUs held on December 31, 2025, calculated using the MPC closing stock price ($162.63) on December 31, 2025, the last trading day of the year, and an assumed payout of 200% per unit, which is the next higher performance achievement that exceeds the performance for these awards measured as of December 31, 2025. Nonforfeitability of Certain Awards. As of December 31, 2025, each of Messrs. Hennigan and Hessling, and Ms. Benson, is eligible for an Approved Separation, under which their outstanding MPC RSUs, MPC PSUs and MPLX phantom units would become nonforfeitable should they resign under certain conditions, as further discussed under “Potential Payments Upon Termination or Change in Control—Voluntary Termination—Approved Separation” on page 68. When certain awards become nonforfeitable, applicable taxes are immediately due. So that the participants do not have an out-of-pocket expense for these awards that have not yet distributed, the award is instead reduced to cover the tax obligation. These awards continue to be reflected in the tables above as they remain subject to distribution on their original vesting dates; however, the portions used to pay any associated taxes have been excluded from these tables and are instead included in the “Option Exercises and Stock Vested in 2025” table below.

  176. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information regarding MPC stock options exercised by our NEOs in 2025, as well as MPC RSUs and MPLX phantom units vested in 2025.

  177. Option Exercises and Stock Vested in 2025

    | | | Option Awards | | Stock Awards | | | Name | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares/Units Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mannen | MPC | — | — | 10,229 | 1,561,467 | | | MPLX | — | — | 25,666* | 1,394,690* | | Hennigan | MPC | — | — | 23,110 | 3,452,599 | | | MPLX | — | — | 74,629* | 4,056,021* | | Quaid | MPC | — | — | 3,235 | 480,883 | | | MPLX | — | — | 11,103* | 603,337* | | Hessling | MPC | — | — | 2,263 | 340,033 | | | MPLX | — | — | 7,566* | 411,280* | | Benson | MPC | 10,879 | 1,091,381 | 1,780 | 268,569 | | | MPLX | — | — | 6,140* | 333,804* | | Aydt | MPC | — | — | 3,627 | 542,791 | | | MPLX | — | — | 12,427* | 675,426* |

  178. Option Exercises and Stock Vested in 2025

    *MPLX phantom units are granted under the 2018 MPLX Incentive Compensation Plan and valued on the basis of MPLX’s common unit price. Option Awards: Value Realized on Exercise reflects the actual pre-tax gain realized by our NEOs upon exercise of stock options, which is the fair market value of the shares at exercise less the per share grant price. We have not granted stock options to our NEOs since 2020. Stock Awards: Number of Shares/Units Acquired on Vesting includes the following numbers of shares/units used to pay the taxes associated with the vesting of certain awards held by the NEOs as discussed further under “Outstanding Equity Awards at 2025 Fiscal Year-End”: Mr. Hennigan, 466 MPC RSUs, 1,335 MPLX phantom units; Mr. Hessling, 98 MPC RSUs, 281 MPLX phantom units; Ms. Benson, 107 MPC RSUs, 306 MPLX phantom units; Mr. Aydt, 98 MPC RSUs, 281 MPLX phantom units. Stock Awards: Value Realized on Vesting reflects the fair market value of the shares/units on the vesting date.

  179. Option Exercises and Stock Vested in 2025

    | | 2026 Proxy Statement | 63 |

  180. Option Exercises and Stock Vested in 2025

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  181. 2025 Pension Benefits

    2025 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, 2025. These values have been determined using actuarial assumptions consistent with those used in our financial statements.

  182. 2025 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Mannen | Retirement Plan | 5.00 | 158,088 | — | | | Excess Benefit Plan | 5.00 | 1,169,614 | — | | Hennigan | Retirement Plan | 8.58 | 302,966 | — | | | Excess Benefit Plan | 8.58 | 3,929,065 | — | | Quaid | Retirement Plan | 11.58 | 330,197 | — | | | Excess Benefit Plan | 11.58 | 945,132 | — | | Hessling | Retirement Plan | 35.58 | 1,575,956 | — | | | Excess Benefit Plan | 35.58 | 957,272 | — | | Benson | Retirement Plan | 27.67 | 1,165,312 | — | | | Excess Benefit Plan | 27.67 | 822,789 | — | | Aydt | Retirement Plan | 40.25 | 637,083 | — | | | Excess Benefit Plan | 40.25 | 1,921,874 | 36,346 |

  183. 2025 Pension Benefits

    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. Hessling and Aydt, and Ms. Benson) was frozen as of December 31, 2009. Present Value of Accumulated Benefit for the legacy benefits under the Retirement Plan was calculated assuming an 85% lump sum election rate with a lump sum interest rate between 0.75% and 2.50% (based on anticipated year of retirement) and the RP-2000 mortality table, and a 15% annuity election rate with a discount rate of 5.50% 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 5.50%, a cash balance interest credit rating of 4.19% in 2025, 4.75% in 2026 and 4.84% in 2027 and beyond, and the Pri-2012 mortality table with generational mortality improvements in accordance with Scale MP-2021. See "Tax-Qualified Defined Benefit Retirement Plan" below for more detail on the cash balance benefit formula.

  184. Tax-Qualified Defined Benefit Retirement Plan

    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.

  185. Tax-Qualified Defined Benefit Retirement Plan

    | 64 | Marathon Petroleum Corporation | |

  186. Tax-Qualified Defined Benefit Retirement Plan

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  187. Tax-Qualified Defined Benefit Retirement Plan

    Legacy Benefit Prior to 2010, the monthly benefit was determined under the following legacy benefit formula:

  188. Tax-Qualified Defined Benefit Retirement Plan

    | Legacy Monthly Benefit = [(1.6% x Monthly Final Average Pay) – (1.33% x Monthly Estimated Primary Social Security Benefit)] x Years of Participation |

  189. Tax-Qualified Defined Benefit Retirement Plan

    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. 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. Participants are eligible for early retirement upon reaching age 50 and completing 10 years of vesting service. If a participant retires between the ages of 50 and 62 with sufficient vesting service, the amount of benefit under the legacy benefit formula is reduced by 3% for each full year between the retirement date and the participant’s 62nd birthday. Mr. Hessling and Ms. Benson each have legacy retirement benefits under the plan that remain subject to reduction as neither executive has reached age 62. 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, 2025, Ms. Benson was the only NEO eligible to elect an in-service distribution. Cash Balance Benefit Starting in 2010, benefit accruals are determined under the following cash balance formula:

  190. Tax-Qualified Defined Benefit Retirement Plan

    | Cash Balance Annual Benefit = (Annual Compensation x Pay Credit Percentage) + (Account Balance x Interest Credit Rate) |

  191. Tax-Qualified Defined Benefit Retirement Plan

    Participants receive pay credit percentages based on the sum of their age and cash balance service: participants with fewer than 50 points receive pay credits equal to 7% of compensation; participants with 50-69 points receive pay credits equal to 9% of compensation; and participants with 70 or more points receive pay credits equal to 11% of compensation. For 2025, Messrs. Hennigan, Hessling and Aydt, 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. Annual compensation is limited to $350,000 for 2025 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.

  192. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The following table provides information regarding our nonqualified savings and deferred compensation plans.

  193. 2025 Nonqualified Deferred Compensation

    | Name | Plan | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Mannen | Deferred Compensation Plan | — | — | 6,631 | — | 47,537 | | | Executive Deferred Compensation Plan | — | 311,021 | 141,882 | — | 1,011,433 | | Hennigan | Deferred Compensation Plan | — | — | 856,755 | — | 7,234,883 | | | Executive Deferred Compensation Plan | — | 313,057 | 386,472 | — | 2,403,333 | | | MPC 2021 Incentive Compensation Plan | — | — | 121,096 | 160,460 | 167,380 | | | MPLX LP 2018 Incentive Compensation Plan | — | — | 461,500 | 498,088 | 664,149 | | Quaid | Deferred Compensation Plan | — | — | 121,519 | — | 651,176 | | | Executive Deferred Compensation Plan | — | 112,648 | 95,019 | — | 536,033 | | Hessling | Excess Benefit Plan | — | — | 1,923 | — | 89,697 | | | Deferred Compensation Plan | — | — | 30,477 | — | 204,397 | | | Executive Deferred Compensation Plan | — | 90,767 | 113,662 | — | 623,223 | | | MPC 2021 Incentive Compensation Plan | — | — | 16,969 | 14,579 | 21,570 | | | MPLX LP 2018 Incentive Compensation Plan | — | — | 63,032 | 46,240 | 83,863 | | Benson | Excess Benefit Plan | — | — | 540 | — | 25,172 | | | Deferred Compensation Plan | — | — | 38,897 | — | 300,973 | | | Executive Deferred Compensation Plan | — | 87,816 | 109,246 | — | 601,048 | | | MPC 2021 Incentive Compensation Plan | — | — | 15,544 | 10,766 | 19,566 | | | MPLX LP 2018 Incentive Compensation Plan | — | — | 57,458 | 35,307 | 75,565 | | Aydt | Excess Benefit Plan | — | — | 4,108 | (580) | 191,123 | | | Deferred Compensation Plan | — | — | 24,638 | — | 185,412 | | | Executive Deferred Compensation Plan | — | 116,841 | 84,381 | — | 597,453 | | | MPC 2021 Incentive Compensation Plan | — | — | 23,704 | 23,130 | 33,106 | | | MPLX LP 2018 Incentive Compensation Plan | — | — | 90,857 | 76,124 | 131,017 |

  194. 2025 Nonqualified Deferred Compensation

    Executive Contributions are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “2025 Summary Compensation Table” on page 57. Company Contributions are also included in the “All Other Compensation” column of the “2025 Summary Compensation Table” on page 57. Aggregate Earnings for long-term incentive and incentive compensation plans include accrued dividends/dividend equivalents and distribution equivalents on nonforfeitable MPC RSUs and MPLX phantom unit awards. Aggregate Withdrawals/Distributions represent the payment of dividends/dividend equivalents and distribution equivalents accrued on nonforfeitable awards. Aggregate Balance at Last Fiscal Year-End. Of the amounts shown in this column, the following amounts have been reported in our Summary Compensation Table for previous years:

  195. 2025 Nonqualified Deferred Compensation

    | | Mannen | Hennigan | Quaid | Hessling | Benson | Aydt | | Deferred Compensation Plan | 39,582 | 2,574,630 | — | — | — | — | | Executive Deferred Compensation Plan | 507,156 | 1,485,491 | 89,626 | 62,418 | 57,124 | 313,991 |

  196. 2025 Nonqualified Deferred Compensation

    | | 2026 Proxy Statement | 67 |

  197. 2025 Nonqualified Deferred Compensation

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  198. Potential Payments Upon Termination or Change in Control

    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, 2025, 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 2025” beginning on page 63 and “2025 Nonqualified Deferred Compensation” beginning on page 66.

  199. CEO Pay Ratio

    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 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. As there has been no material change to our employee population or employee compensation programs that we reasonably believe would result in a significant change to our pay ratio disclosure, we have continued to identify the same employee reported for 2024 as our median employee for 2025. 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 “2025 Summary Compensation Table” on page 57.

  200. CEO Pay Ratio

    | Pay Ratio Calculation | | | Ms. Mannen’s total compensation as CEO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | $19,016,261 | | Median employee’s annual total compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | $186,132 | | Ratio of CEO to median employee annual total compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 102 to 1 |

  201. Pay Versus Performance

    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.

  202. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | SCT Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average SCT Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | MPC Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($ millions) | MPC Relative TSR Performance Percentile | | 2025 | 19,016,261 | 22,476,265 | 6,739,572 | 9,127,990 | 448.38 | 329.43 | 5,878 | 66.67th | | 2024 | 14,388,817 | 13,378,717 | 5,048,618 | 4,572,852 | 376.18 | 265.69 | 5,067 | 50.00th | | | 23,755,153 | 21,868,592 | — | — | — | — | — | — | | 2023 | 24,054,492 | 49,644,470 | 5,557,272 | 10,633,993 | 392.05 | 284.01 | 11,172 | 100.00th | | 2022 | 21,288,532 | 54,026,557 | 4,759,899 | 11,070,030 | 300.40 | 229.87 | 16,050 | 83.33rd | | 2021 | 21,185,206 | 34,913,307 | 5,601,203 | 6,430,233 | 160.99 | 134.71 | 11,001 | 91.67th |

  203. Summary Compensation Table Total for Principal Executive Officer (“PEO”) and Compensation Actually Paid to PEO

    Summary Compensation Table Total for Principal Executive Officer (“PEO”) and Compensation Actually Paid to PEO include the following PEOs for each year shown: •2025: Ms. Mannen •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

  204. Summary Compensation Table Total for Principal Executive Officer (“PEO”) and Compensation Actually Paid to PEO

    | 72 | Marathon Petroleum Corporation | |

  205. Summary Compensation Table Total for Principal Executive Officer (“PEO”) and Compensation Actually Paid to PEO

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  206. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    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: •2025: Mr. Hennigan, Mr. Quaid, Mr. Hessling, Ms. Benson and Mr. Aydt •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 Value of Initial Fixed $100 Investment assumes that the value of the investment in our common stock and in the peer group (including reinvestment of dividends) was $100 at market close on December 31, 2020 (the last trading day of 2020), and tracks such investment through market close on the last trading day of each applicable year. Total Shareholder Return (“MPC TSR”) is calculated for purposes of this column in accordance with Exchange Act Regulation S-K Item 402(v)(2)(iv), which is different than the PSU TSR calculation used for the MPC Relative TSR Performance Percentile shown in the final column of this table. Peer Group Total Shareholder Return is shown for the S&P 500 Oil & Gas Refining & Marketing Sub-Industry Index, the same peer group used for the Stock Return Performance Graph included in our 2025 Annual Report. MPC Relative TSR Performance Percentile is based on the relative TSR metric used for the MPC PSUs, discussed in more detail beginning on page 51. Amounts shown in this table for each year reflect MPC’s one-year PSU TSR relative to the one- year PSU TSR of the peer group used for the MPC PSUs awarded for that year. For example, the amount shown for 2025 reflects MPC’s one-year PSU TSR performance relative to the PSU TSR performance of the peer group used for the 2025 PSUs as shown on page 51. As shown on page 46 under “2025 Target Compensation Mix,” a significant portion of our NEOs’ total target compensation is awarded in the form of MPC PSUs; thus, the Compensation and Organization Development Committee believes the MPC Relative TSR Performance Percentile is the most important financial measure used to link NEO compensation for 2025 to MPC’s performance. Compensation Actually Paid (“CAP”) for 2025 is calculated in accordance with SEC Regulation S-K, Item 402(v)(2)(iii) and includes the aggregate of: •Salary earned for 2025, as shown in the “Salary” column of the “2025 Summary Compensation Table” (“SCT”) on page 57. •The total ACB award earned for 2025, paid in 2026, as shown in the “Non-Equity Incentive Plan Compensation” column of the SCT. •MPC’s aggregate contributions in 2025 to defined contribution plans and the value of 2025 perquisites, as shown in the “All Other Compensation” column of the SCT. This value was earned and received in 2025. •The actuarial present value of each officer’s benefit under our defined benefit pension plans attributable to services rendered during 2025, determined by our actuary using actuarial assumptions consistent with those used in our financial statements. This value was earned in 2025 but will not be received until a future date. •For LTI awards made in 2025 that were outstanding as of December 31, 2025, the fair value of these awards as of December 31, 2025. This value was not received in 2025, but is representative of estimated potential value that may be received in the future. •For LTI awards made prior to 2025 that were outstanding as of December 31, 2025, the year-over-year change in fair value of these awards from December 31, 2024, to December 31, 2025. This value was not received in 2025, but is representative of the change in estimated potential value that may be received in the future. •For LTI awards made in 2025 that distributed in 2025, the fair value of these awards as of the distribution date. This value was received in 2025.

  207. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    | | 2026 Proxy Statement | 73 |

  208. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  209. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    •For LTI awards made prior to 2025 that distributed in 2025, the change in fair value of these awards from December 31, 2024, to the distribution date. Our NEOs may have received more or less than this value in 2025, as the amount included here only reflects the change in value from December 31, 2024, through the distribution date. •LTI awards made prior to 2025 that were forfeited in 2025 are subtracted from CAP using the fair value of such awards as of December 31, 2024. This decreases CAP and reflects value that will not be received. •Dividend equivalents (MPC) and distribution equivalents (MPLX) accrued during 2025 on unvested LTI awards. As these accrued dividends/distribution equivalents are paid when the underlying award distributes, this value was received in 2025 only in respect of the underlying awards that distributed in 2025. 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 2025. 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 2025 CAP values reflect the following additions and deductions to the SCT totals.

  210. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    | | | Deductions from SCT Total | | Additions to SCT Total | | | | 2025 SCT to CAP Total Reconciliation | SCT Total ($) | Grant Date Fair Value of Equity- Based Awards ($) | Change in Pension Value ($) | Pension Service Cost ($) | Value or Change in Value of Equity Awards as Summarized Below ($) | CAP Total ($) | | PEO (Mannen) | 19,016,261 | 13,391,322 | 467,458 | 228,959 | 17,089,825 | 22,476,265 | | Non-PEO NEOs (avg.) | 6,739,572 | 3,766,026 | 350,483 | 80,706 | 6,424,221 | 9,127,990 |

  211. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    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 2025 CAP are further detailed in the following supplemental table.

  212. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    | 2025 Change in Value of Equity Awards | Year-End Fair Value of Unvested Equity Awards Granted in the Year ($) | Year-End Over Year- End Change in Fair Value of Unvested Equity Awards Granted in Prior Years ($) | Vesting Date Fair Value of Vested Equity Awards Granted in the Year ($) | Year-End Over Vesting Date Change in Fair Value of Vested Equity Awards Granted in Prior Years ($) | Fair Value at Prior Year- End of Equity Awards Cancelled in the Year ($) | Value of Dividends or Other Earnings on Equity Awards in the Year ($) | Total Change in Value of Equity Awards as Included Above ($) | | PEO (Mannen) | 13,571,053 | 1,007,280 | — | 2,137,994 | — | 373,498 | 17,089,825 | | Non-PEO NEOs (avg.) | 3,768,047 | 643,364 | 52,738 | 1,764,000 | — | 196,072 | 6,424,221 |

  213. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    | 74 | Marathon Petroleum Corporation | |

  214. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    | Proxy Summary | Corporate Governance | Sustainability at MPC | Audit Matters | Executive Compensation | Board Proposals | Other Information |

  215. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    | MPC TSR vs. PEER GROUP TSR | CAP vs. MPC TSR |

  216. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    TSR CAP (in millions) TSR

  217. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    | CAP vs. MPC NET INCOME | CAP vs. MPC RELATIVE TSR PERFORMANCE PERCENTILE |

  218. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    Percentile Net Income (in millions) CAP (in millions) CAP (in millions)

  219. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    | 2025 FINANCIAL PERFORMANCE MEASURES USED TO LINK NEO CAP TO MPC PERFORMANCE | | MPC Relative PSU TSR | | Relative Adjusted EBITDA per Barrel of Total Throughput | | ACB Adjusted EBITDA | | Distributable Cash Flow at MPLX per Unit | | Relative Refining Margin per Barrel by Region | | Relative Change in Free Cash Flow per Share |

  220. Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-

    See the description of our ACB program beginning on page 47 for information on additional non-financial performance measures the Compensation and Organization Development Committee believes are critical to driving execution of our business strategy and desired culture and creating long-term shareholder value.