Abdulaziz Alkhayyal
Marathon PetroleumAbout Abdulaziz F. Alkhayyal
Independent director of Marathon Petroleum Corporation (MPC) since 2016; age 71; term expires in 2027. Former Senior Vice President at Saudi Aramco with extensive leadership in refining/marketing and international operations. Education: B.S. Mechanical Engineering and M.B.A., University of California, Irvine; Advanced Management Program, University of Pennsylvania. Core credentials highlighted by MPC: senior leadership, finance/accounting, risk management, energy industry, corporate governance, international business, and sustainability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saudi Aramco | SVP, Industrial Relations | 2007–2014 | Senior executive oversight of HR/industrial relations across global operations |
| Saudi Aramco | SVP, Refining, Marketing & International | 2001–2007 | Directed downstream operations and global marketing |
| Saudi Aramco | SVP, International Operations | 2000–2001 | Led global operations strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Halliburton Company | Director | Since 2014 | Current public company board |
| National Gas & Industrialization Co. | Director | Since 2019 | Current public company board |
| Saudi Electricity Company | Director | 2018–2020 | Prior public company board |
| International Youth Foundation | Director | N/A | Non-profit board service |
Board Governance
- Independence: MPC Board determined Alkhayyal is independent under NYSE and MPC standards .
- Committee assignments (2024): Audit (Audit Committee financial expert); Compensation & Organization Development; Sustainability & Public Policy .
- Transition: Will cease service on the Audit Committee effective April 30, 2025 .
- Attendance and engagement: Board met 8 times; committees met 20 times in 2024; average director attendance 98%; all directors (other than Campbell, who joined late 2024) attended ≥75% of meetings. All directors (other than Paterson) attended the 2024 Annual Meeting; Alkhayyal was not an exception .
- Independent oversight: Non-management directors held seven executive sessions in 2024 .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash Retainer | 150,000 | Standard cash retainer for non-employee directors |
| Additional Leadership Retainers | — | Not a committee chair; no additional retainers applicable |
| Equity Retainer (RSUs + MPLX phantom units) | 177,500 | Quarterly grants; aggregate 90% MPC RSUs, 10% MPLX phantom units |
| All Other Compensation | 5,000 | Matching gifts program |
| Total | 332,500 | Sum of components above |
- 2024 quarterly grant valuing: MPC RSUs at $39,375 for Q1–Q3 and $41,625 for Q4; MPLX phantom units at $4,375 for Q1–Q3 and $4,625 for Q4 .
- Program updates: Effective Oct 1, 2024, equity retainer increased to $185,000; beginning in 2025, equity retainer becomes a single annual grant with $185,000 value .
Performance Compensation
Directors do not receive performance-based awards (e.g., PSUs) or options; equity retainer is time-based RSUs and MPLX phantom units designed to align interests, with dividend/distribution equivalents granted as additional units . The quarterly valuation of his 2024 equity grants is:
| Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| MPC RSU Grant Fair Value ($) | 39,375 | 39,375 | 39,375 | 41,625 |
| MPLX Phantom Unit Grant Fair Value ($) | 4,375 | 4,375 | 4,375 | 4,625 |
Vesting/deferral:
- 2024 grants (RSUs and phantom units) were automatically deferred and payable only upon departure from the Board; beginning April 2025, awards will vest on the first anniversary of grant unless a deferral election is made .
Other Directorships & Interlocks
| Potential Interlock | MPC Board Review | Independence Outcome |
|---|---|---|
| Clean Harbors; Constellation Energy; GE Vernova; HP Inc. | Board considered ordinary-course transactions with directors’ companies (not including Halliburton or NGIC) | Concluded these did not affect independence |
| Halliburton Company | Not listed among companies evaluated for transaction review | No related-party transaction disclosure; independence affirmed broadly |
- Director commitments are reviewed annually; all directors comply with MPC’s commitments guidelines .
Expertise & Qualifications
- Energy industry and international operations leadership from 33-year career at Saudi Aramco .
- Financial literacy and audit oversight; designated Audit Committee financial expert .
- Corporate governance, risk management, sustainability oversight per MPC skills matrix .
- Education: BS and MBA from UC Irvine; Advanced Management Program (UPenn) .
Equity Ownership
| Ownership Metric | Amount | Date/Source |
|---|---|---|
| MPC Common Stock Beneficially Owned (incl. RSUs deferred to retirement) | 23,189 | As of Feb 1, 2025 |
| MPLX Common Units Beneficially Owned (phantom units settling at retirement) | 7,402 | As of Feb 1, 2025 |
| Outstanding MPC RSUs | 22,895 | As of Dec 31, 2024 |
| Outstanding MPLX Phantom Units | 7,307 | As of Dec 31, 2024 |
| Ownership % of Outstanding | <1% (MPC and MPLX) | As of Feb 1, 2025 |
| Pledging | None indicated; none of shares/units shown are pledged | As of Feb 1, 2025 |
| Director Stock Ownership Guideline | 5x annual cash retainer (RSUs count); all directors meet or are on track | Policy and status |
| Hedging/Pledging Policy | Prohibition in MPC policies | Policy reference |
Governance Assessment
- Alignment: Equity retainer ($177,500) exceeds cash retainer ($150,000), promoting stronger shareholder alignment through deferred RSUs/phantom units; ownership guidelines at 5x cash retainer reinforce alignment .
- Effectiveness: Serves on Audit (financial expert), Compensation, and Sustainability committees—mix relevant to MPC’s risk, pay, and sustainability oversight; Board confirms independence .
- Attendance: Board and committee cadence is robust; overall attendance strong (98% average), with no exception noted for Alkhayyal; regular executive sessions enhance independent oversight .
- Conflicts/Related Party: Board annually reviews related-person transactions; 2024 review addressed several director-affiliated companies (not Halliburton). No independence impact found, and no related-party exposure disclosed for Alkhayyal; continue monitoring Halliburton relationships given sector exposure .
- RED FLAGS: None disclosed for pledging, hedging, or related-party transactions; nearing MPC’s mandatory director retirement age of 73 suggests potential board transition risk within two years .