Frank Semple
Marathon PetroleumAbout Frank M. Semple
Independent Class I director of Marathon Petroleum Corporation (MPC). Age 73; current MPC board service since 2021, with prior MPC board service from 2015–2018. Former Chairman, President & CEO of MarkWest Energy Partners; earlier 22 years with The Williams Companies/WilTel. Education: B.S. Mechanical Engineering, U.S. Naval Academy; Program for Management Development, Harvard Business School; U.S. Navy service. Committees: Audit; Compensation & Organization Development (member). Independence: Board-determined independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MarkWest Energy Partners, L.P. | Chairman (2008–2015); President & CEO (2003–2015) | 2003–2015 leadership; Chairman 2008–2015 | Led growth to MPLX acquisition; midstream operating expertise |
| The Williams Companies, Inc. / WilTel Communications | Various leadership roles of increasing responsibility | 22 years | Pipeline/telecom operations and strategy |
| U.S. Navy | Officer | — | Operational leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MPLX GP LLC (MPLX general partner; MPC-controlled) | Director (current); Vice Chairman (2015–2016) | Since 2015 | Concurrent MPC/MPLX GP service counted as one public board under MPC policy |
| Tortoise Acquisition Corp. (SPAC) | Director | 2019–2020 | Prior public company directorship (past 5 yrs) |
| Choctaw Global, LLC | Director | — | Private company affiliation |
| National Cowboy & Western Heritage Museum | Director | — | Non-profit board service |
| Semple Family Museum of Native American Art | Director | — | Non-profit board service |
Board Governance
- Committee assignments: Audit Committee (member); Compensation & Organization Development Committee (member). Not designated an Audit Committee financial expert (designation applies to other members).
- Independence and attendance: Board determined independent; all directors other than one new appointee attended ≥75% of meetings; average Board/committee attendance 98% in 2024; seven executive sessions of non-management directors held.
- Board structure: Independent Lead Director; four standing committees with defined charters; annual board/committee/individual evaluations.
- Shareholder-aligned governance: Majority voting for uncontested director elections; ongoing push to declassify board and eliminate supermajority provisions (Board proposals 4 and 5).
Fixed Compensation (Non-Employee Director)
| Element | Amount (USD) | Notes |
|---|---|---|
| MPC Annual Cash Retainer | $150,000 | Standard 2024 retainer |
| MPLX GP Board Cash Retainer (if applicable) | $100,000 | Paid to directors serving on MPLX GP board (Semple served) |
| Committee Chair Fees | $0 | Not a chair (2024 chair fees $25k; Audit Chair moved to $30k effective 10/1/24) |
| Meeting Fees | $0 | Not used |
| 2024 Fees Earned or Paid in Cash (reported) | $250,000 | Reflects $150k MPC + $100k MPLX GP cash retainers |
Performance Compensation (Director Equity; time-based)
| Element | 2024 Amount (USD) | Grant Mechanics / Vesting |
|---|---|---|
| MPC Equity Retainer (RSUs) | Included in $302,500 total stock awards | Granted quarterly in 2024; 90% RSUs; vests ratably over 3 years; dividend equivalents accrue and pay at vest |
| MPLX Phantom Units (director program) | Included in $302,500 total stock awards | 10% of equity retainer in 2024; plus $125,000 MPLX phantom units for MPLX GP board service (quarterly); vests ratably over 3 years; distribution equivalents accrue and pay at vest |
| 2024 Stock Awards (reported) | $302,500 | Aggregate grant date fair value per accounting standards |
Note: Non-employee director equity is not performance-based; no options or PSU metrics for directors. Beginning in 2025, the equity retainer changed to a single annual $185,000 grant (90% MPC RSUs/10% MPLX phantom).
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| MPLX LP (via MPLX GP LLC) | MPC controls MPLX GP and owned ~64% of MPLX common units as of 12/31/24 | MPC treats MPC–MPLX dealings as related-party transactions; Corporate Governance & Nominating Committee oversight per Related Person Transactions Policy |
| MPC ⇄ MPLX 2024 transactions | MPC paid MPLX $4,174mm for services, $214mm for products, $90mm management services, $1,319mm rent, $35mm maintenance reimbursements; MPC received $1,957mm reimbursements; MPLX distributed $2,270mm to MPC | Clear economic linkage; policy-driven oversight disclosed |
Expertise & Qualifications
- Senior leadership, corporate governance, finance/accounting, energy industry, risk management, sustainability.
- Education: B.S. Mechanical Engineering (USNA); Harvard Business School PMD; U.S. Navy service.
Director Compensation Detail (2024, Reported)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Frank M. Semple | 250,000 | 302,500 | 19,905 | 572,405 |
All Other Compensation: charitable matching/gifts under MPC programs; per-program annual limits disclosed.
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| MPC Common Stock (beneficial) | 12,258 | Includes RSUs that vest upon retirement from Board |
| MPLX Common Units (beneficial) | 543,265 | Includes phantom units settling upon retirement and units indirectly held in trust (493,294); <1% outstanding |
| MPC RSUs Outstanding (12/31/24) | 11,963 | Unvested RSUs; vesting schedule disclosed |
| MPLX Phantom Units Outstanding (12/31/24) | 49,233 | Includes 45,249 units earned for MPLX Board service |
| Pledged/Hedged Shares | None indicated | “None of the shares or units shown is pledged as security”; hedging/pledging prohibited by policy |
| Director Stock Ownership Guideline | 5× annual cash retainer | All non-employee directors meet or are on track (5-year window) |
Insider Trades (recent filings)
| Date Filed | Transaction Date | Form | Summary/Context | Source |
|---|---|---|---|---|
| 2025-05-05 | 2025-05-02 | Form 4 | Director equity retainer grant reported (annual grant structure began 2025) | https://www.sec.gov/Archives/edgar/data/1510295/000095017025063144/0000950170-25-063144-index.htm ; program context: |
| 2025-04-03 | 2025-04-01 | Form 4 | Reported change in beneficial ownership | https://www.sec.gov/Archives/edgar/data/1510295/000095017025050616/0000950170-25-050616-index.htm |
| 2025-01-06 | 2025-01-02 | Form 4 | RSU-related award reported; holding balance updated | https://www.sec.gov/Archives/edgar/data/1510295/000095017025001681/0000950170-25-001681-index.htm |
Note: Fintel summary shows a January 2, 2025 “A – Award” and updated direct holdings count; for visualization/reference only. https://fintel.io/sn/us/mpc
Say-on-Pay & Shareholder Feedback (context for governance sentiment)
- 2024 say-on-pay approval ~92% of votes cast, indicating broad shareholder support for compensation governance.
- Robust engagement program; Board continues to seek votes to declassify board and eliminate supermajority provisions.
Governance Assessment
- Strengths
- Independent director with deep midstream operating background; serves on Audit and Compensation, two high‑impact committees.
- Strong attendance culture (98% average) and regular executive sessions; majority voting standard; active board refreshment.
- Clear director pay structure; mix of cash and deferred equity with ownership guidelines; prohibition on hedging/pledging.
- High say-on-pay support reinforces investor confidence in compensation oversight (Semple sits on Compensation Committee).
- Potential red flags / monitoring items
- Related-party exposure via concurrent MPLX GP directorship amid significant MPC–MPLX transactions; mitigated by Related Person Transactions Policy and committee oversight.
- Not designated an Audit Committee financial expert; however, committee has multiple designated experts.
Overall, Semple’s industry leadership and committee roles add to board effectiveness; the MPLX interlock warrants ongoing disclosure and oversight, which MPC provides through formal related-party governance procedures.
Appendix: Committee Membership Snapshot (2024)
- Audit: Member (independent; committee 100% independent; multiple financial experts)
- Compensation & Organization Development: Member (independent; engaged FW Cook; no interlocks)
- Corporate Governance & Nominating: Not a member
- Sustainability & Public Policy: Not a member