Eileen Paterson
Marathon PetroleumAbout Eileen P. Paterson
Independent Class III director at Marathon Petroleum Corporation (MPC) since 2024; age 59. Former CEO and President of Aerojet Rocketdyne Holdings, Inc. (2015–2023) with prior senior operating roles at United Technologies; seven years active duty in the U.S. Army as an aviator and Airfield Commander. Education: B.A. in International Politics (College of New Rochelle) and M.B.A. (Butler University). Serves on MPC’s Compensation and Organization Development Committee and Sustainability and Public Policy Committee; her current board term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aerojet Rocketdyne Holdings, Inc. | CEO & President; COO | 2015–2023; 2015 | Led aerospace operations and corporate strategy |
| United Technologies Corporation | Division President, Pratt & Whitney AeroPower; VP Operations; VP Operations & Quality/EHS | 2003–2015 (various roles 2006–2015 detailed) | Operations leadership across aerospace and industrial businesses |
| U.S. Army | Aviator; Airfield Commander, Davison Army Airfield | 7 years active duty | Command and aviation leadership |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| Constellation Energy Corporation | Director | Since 2024 | MPC Board considered ordinary-course transactions with Constellation; independence unaffected |
| Woodward, Inc. | Director | Since 2017 | Public company directorship |
| Aerojet Rocketdyne Holdings, Inc. | Director | 2015–2023 | Prior public company board service |
| Girl Scouts of the USA; Aerospace Industries Association; National Space Council Users’ Advisory Group | Former board/committee member | — | Industry and civic engagement |
Board Governance
- Committee memberships: Compensation and Organization Development; Sustainability and Public Policy (not Chair) .
- Independence: MPC Board affirmed Paterson is independent; Board reviewed ordinary-course transactions with Constellation and judged no impact on director independence .
- Attendance and engagement: MPC Board met 8 times in 2024 with average director attendance of 98%; non-management directors held seven executive sessions. Paterson did not attend the April 24, 2024 annual shareholder meeting due to a prior commitment made before joining the Board (joined March 1, 2024) .
- Tenure: Director since 2024; Class III term ends at the 2026 annual meeting .
Fixed Compensation
| Item | Amount/Structure | Detail |
|---|---|---|
| 2024 Cash fees (Paterson) | $125,275 | For MPC Board service; reflects partial year from March 1, 2024 |
| 2024 Stock awards (Paterson) | $148,654 | Aggregate grant date fair value of MPC RSUs and MPLX phantom units |
| 2024 Total (Paterson) | $273,929 | Sum of cash fees and stock awards; no other compensation reported |
| Standard cash retainer (non-employee directors) | $150,000 (paid quarterly) | Base cash compensation for directors |
| Equity retainer (non-employee directors) | $175,000; increased to $185,000 effective Oct 1, 2024 | 90% MPC RSUs; 10% MPLX phantom units; paid quarterly in 2024; annual grant from 2025 |
| Chair retainers (reference) | Audit Chair $25,000 increased to $30,000 Oct 1, 2024; other committee Chairs $25,000 | Not applicable to Paterson (not Chair) |
| Deferral and vesting | Director RSUs/phantom units automatically deferred until departure; beginning April 2025, vest on first anniversary unless a deferral election is made | Aligns with long-term ownership; time-based vesting |
| Director ownership guideline | 5x cash retainer; 5 years to comply; all non-employee directors meet or are on track | Ownership alignment policy |
Performance Compensation
- Directors receive time-based MPC RSUs and MPLX phantom units; there are no performance metrics or PSUs tied to director compensation. Awards generally vest ratably over three years; MPC RSUs settle in MPC stock; MPLX phantom units settle in MPLX common units; unvested RSUs accrue dividend equivalents; phantom units accrue distribution equivalents, paid at vesting .
| Award Type | Vesting | Settlement | Notes |
|---|---|---|---|
| MPC RSUs | Ratable over 3 years (pre-2025 grants); annual grant from 2025 vests on first anniversary unless deferred | MPC common stock | Dividend equivalents accrued; no voting rights while unvested |
| MPLX Phantom Units | Ratable over 3 years | MPLX common units | Distribution equivalents accrued; no voting rights while unvested |
Other Directorships & Interlocks
| Company | Overlap/Transaction | Board Independence Outcome |
|---|---|---|
| Constellation Energy Corporation | Ordinary-course business transactions with MPC noted | Board concluded such transactions did not affect director independence |
| HP Inc.; GE Vernova (other directors, context) | Ordinary-course transactions considered by MPC Board | Independence unaffected for relevant directors (context for MPC’s process) |
Expertise & Qualifications
- Senior leadership; public company CEO; risk management; corporate governance; sustainability; finance & accounting; government/legal/regulatory; international business .
Equity Ownership
| Measure | Amount | Date/Notes |
|---|---|---|
| MPC RSUs outstanding (Paterson) | 755 units | As of December 31, 2024 |
| MPLX phantom units outstanding (Paterson) | 365 units | As of December 31, 2024 |
| Beneficial ownership (MPC common stock) | 1,049 shares (<1%) | As of February 1, 2025; includes RSUs vesting upon retirement; none pledged |
| Beneficial ownership (MPLX common units) | 460 units (<1%) | As of February 1, 2025; includes phantom units vesting upon retirement; none pledged |
| Hedging/pledging policy | Hedging and pledging of MPC securities prohibited | Company-wide policy for directors and officers |
| Ownership guideline compliance | All non-employee directors meet or are on track within 5-year window | 5x cash retainer guideline |
Governance Assessment
- Strengths: Independent director with multi-sector operational CEO background; sits on key Compensation and Sustainability committees, including signing the Compensation Committee report in 2024, indicating active participation in pay governance . Stock ownership and deferral structure for directors, plus anti-hedging/pledging policies, reinforce alignment with shareholders .
- Watchpoints: Ordinary-course transactions between MPC and Constellation Energy (where Paterson is a director) warrant continued monitoring for perceived interlocks; Board determined independence unaffected, but ongoing disclosure is prudent . Paterson did not attend the 2024 annual shareholder meeting due to a prior commitment shortly after joining; future annual-meeting attendance is an engagement indicator to track .
- Director commitments: MPC policy limits non-employee directors to four public boards including MPC; Paterson’s current public boards (MPC + two others) appear within policy limits; the Corporate Governance & Nominating Committee annually reviews commitments and found all directors compliant .
Say-on-Pay & Shareholder Feedback (Context for governance climate)
| Proposal (2025 Annual Meeting) | Votes For | Votes Against | Abstentions | Outcome |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 197,907,693 | 14,033,851 | 990,575 | Approved (advisory) |
| Declassify Board (requires 80% of outstanding) | 210,374,644 | 1,714,994 | 842,481 | Failed to reach 80% threshold |
| Eliminate supermajority provisions (requires 80% of outstanding) | 210,138,170 | 2,012,176 | 781,773 | Failed to reach 80% threshold |
| Shareholder simple majority proposal | 102,780,412 | 108,974,674 | 1,177,033 | Not approved |
Director Compensation and Ownership Detail (Data table)
| Metric | Value | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) – Paterson | $125,275 | MPC Board service |
| 2024 Stock Awards – Paterson | $148,654 | MPC RSUs + MPLX phantom units grant-date fair value |
| MPC RSUs Outstanding (Dec 31, 2024) – Paterson | 755 | Outstanding director RSUs |
| MPLX Phantom Units Outstanding (Dec 31, 2024) – Paterson | 365 | Outstanding director phantom units |
| Beneficial Ownership (Feb 1, 2025) – MPC stock | 1,049 (<1%) | Includes RSUs vesting upon retirement; none pledged |
| Beneficial Ownership (Feb 1, 2025) – MPLX units | 460 (<1%) | Includes phantom units vesting upon retirement; none pledged |
| Director Cash Retainer | $150,000 | Paid quarterly |
| Director Equity Retainer | $175,000 → $185,000 (effective Oct 1, 2024) | 90% MPC RSUs; 10% MPLX phantom units |
| Director Ownership Guideline | 5x cash retainer | 5 years to comply; all on track/meeting |
Related-party screening: MPC discloses and annually evaluates potential related person transactions; the Corporate Governance & Nominating Committee oversees these under a formal policy . MPC’s significant affiliate MPLX is disclosed with extensive related-party transactions and governance safeguards .
Committee governance: MPC uses FW Cook as independent compensation consultant; the Compensation Committee assessed and reported no conflicts of interest in 2024; Paterson is a listed signatory of the Committee’s report .