Evan Bayh

About Evan Bayh

Evan Bayh (age 69) is an independent director of Marathon Petroleum Corporation (MPC) who has served on the Board since 2011. He is Senior Advisor at Apollo Global Management and currently chairs MPC’s Sustainability and Public Policy Committee and serves on the Corporate Governance and Nominating Committee. He holds a B.S. in Business Economics from Indiana University and a J.D. from the University of Virginia School of Law .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Sustainability and Public Policy (SPP); Member, Corporate Governance and Nominating (CGN). The SPP Committee oversees sustainability targets, safety, political contributions/lobbying disclosures and public policy positions; the CGN Committee oversees board composition, governance policies, director compensation, and board/committee evaluations .
• Independence and tenure: The Board determined Bayh is independent; he has served since 2011 .
• Attendance and engagement: In 2024 the Board met 8 times and committees met 20 times; all directors other than one new appointee attended ≥75% of meetings, with average director attendance of 98%. Non-management directors held seven executive sessions in 2024 .
• Election results (signal of investor support): At the April 30, 2025 Annual Meeting, Bayh was re-elected with 197,712,789 votes for, 14,671,570 against, 547,760 abstentions, and 52,966,780 broker non-votes .
• Director commitments: MPC limits non-employee directors to a maximum of four public company boards (including MPC); Bayh serves on MPC plus three other public boards, consistent with the guideline .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Independence context: MPC’s independence determinations consider transactions with organizations where directors serve; Bayh is deemed independent by the Board .
• Shareholder activism signal: A 2022 exempt solicitation urged shareholders to vote AGAINST Bayh (as SPP Chair) over climate governance concerns, citing net-zero target adequacy and policy alignment—an investor sentiment data point for governance risk assessment .

Expertise & Qualifications

• Key skills (from MPC’s matrix/profile): Senior leadership; finance & accounting; government/legal/regulatory; risk management; international business; technology & cybersecurity; corporate governance; sustainability .

Equity Ownership

• Share ownership guidelines: Non-employee directors must hold ≥5x the annual cash retainer in MPC stock/RSUs within 5 years; all non-employee directors either meet or are on track to comply .

Recent Insider Transactions (Form 4) – Alignment Signals

Signal: The March 5, 2025 open-market purchase indicates incremental personal capital commitment alongside ongoing director equity awards [links above].

Fixed Compensation Details (Program Mechanics)

• Deferral: MPC RSUs and MPLX phantom units for directors were automatically deferred and payable upon Board departure in 2024; starting April 2025 these awards vest on the first anniversary unless a deferral election is made .
• Matching gifts: Up to $10,000 annually to educational institutions and $10,000 to eligible charities (aggregate up to $20,000) .

Performance Compensation Details (Metrics and Vests)

Related Party Transactions and Conflicts

• Policy framework: MPC’s Related Person Transactions Policy requires CGN Committee review/approval of related person transactions; the policy prohibits employment of immediate family members of directors/officers absent Committee approval. The proxy separately treats MPC–MPLX arrangements as related party disclosures given MPC’s majority ownership and control .
• Bayh-specific disclosures: No Bayh-related person transactions are disclosed in the proxy; the Board has affirmatively determined Bayh’s independence .
• Political activity oversight: As SPP Committee Chair, Bayh’s committee oversees political contributions/lobbying budgets and related disclosures—an area often scrutinized by investors for alignment risk .

Say-on-Pay & Shareholder Feedback

• 2025 outcomes: Advisory vote on NEO compensation received 197,907,693 votes for, 14,033,851 against, 990,575 abstentions; governance proposals to declassify the Board and eliminate supermajority provisions received strong “for” votes but did not achieve the 80% outstanding shares threshold required—indicating high support but structural constraints .

Governance Assessment

• Positives:

  • Long-tenured independent director with deep government/regulatory expertise and leadership of the SPP Committee—relevant for political engagement and sustainability oversight .
  • Strong investor support in 2025 re-election results; robust Board/committee attendance culture and regular executive sessions enhance oversight quality .
  • Clear director compensation structure aligned to equity ownership and long-term alignment via deferral; stock ownership guideline at 5x cash retainer with compliance tracking .
  • No share pledging disclosed; insider purchase in March 2025 signals alignment [links above].

• Watch items / potential investor questions:

  • As SPP Chair, Bayh has been a focal point of prior investor activism regarding climate target/policy alignment (2022 exempt solicitation urged an “against” vote), which could resurface if perceived gaps remain .
  • External affiliations (Senior Advisor, Apollo Global Management; three other public boards) warrant ongoing independence and time-commitment monitoring, though MPC’s Board has affirmed independence and current commitments comply with MPC’s limits .

• Bottom line: Bayh’s regulatory/government expertise and SPP chairmanship provide governance value in politically exposed areas (lobbying, policy, sustainability). Prior activism and policy scrutiny increase the importance of transparent SPP oversight and continued alignment signals through ownership and engagement .