Jeffrey Campbell

About Jeffrey C. Campbell

Jeffrey C. Campbell (age 64) is an independent director of Marathon Petroleum Corporation (MPC) who joined the Board on November 11, 2024. He is the former Vice Chairman and CFO of American Express, prior CFO of McKesson, and held senior finance and strategy roles at AMR/ American Airlines; he holds an A.B. in Economics from Stanford and an MBA from Harvard Business School . The Board has affirmatively determined he is independent under NYSE and MPC standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (effective Nov 11, 2024) and designated to become Audit Committee Chair immediately following the April 30, 2025 Annual Meeting; member, Compensation and Organization Development Committee (effective Nov 11, 2024) .
• Independence: Board-determined independent director .
• Attendance and engagement (2024): Board met 8 times; committee meetings 20; average director attendance 98%. Campbell joined Nov 11, 2024 and missed one committee meeting in late November due to a pre-existing commitment; all other directors attended at least 75% .
• Executive sessions: Non-management directors held seven executive sessions in 2024 .
• 2025 election outcome (Class II, term to 2028): Votes For 201,880,494; Against 10,461,701; Abstentions 589,924; Broker non-votes 52,966,780 .

Fixed Compensation

• MPC non-employee director fee framework (2024): Cash retainer $150,000; additional leadership retainers: Independent Chairman $200,000; Independent Lead Director $75,000; Committee Chairs $25,000 (Audit Chair increased to $30,000 effective Oct 1, 2024); equity retainer $175,000 (increased to $185,000 effective Oct 1, 2024), granted quarterly in 2024 (90% MPC RSUs/10% MPLX phantom units). Beginning 2025, one annual equity grant of $185,000 .
• Director stock ownership guideline: ≥5x annual cash retainer in MPC stock/RSUs within 5 years; all non-employee directors meet or are on track .

Notes: 2024 equity grants to non-employee directors were quarterly; per-quarter valuations for RSUs were $39,375 (Q1–Q3) and $41,625 (Q4), and for MPLX phantom units $4,375 (Q1–Q3) and $4,625 (Q4) .

Performance Compensation

• Equity structure: Time-based MPC RSUs (90%) and MPLX phantom units (10%); no performance conditions for director equity. Starting April 2025, director equity will vest on the first anniversary of grant unless a deferral election is made .
• Performance metrics: Not applicable for non-employee director equity (no TSR/financial hurdles) .

Outstanding as of Dec 31, 2024:

• MPC RSUs: 149 units
• MPLX phantom units: 55 units

Other Directorships & Interlocks

MPC’s independence review in 2025 noted ordinary-course transactions with other companies where certain directors serve (Clean Harbors, Constellation Energy, GE Vernova, HP) and concluded no independence impairment; Aon and Hexcel were not identified among those transactions .

Expertise & Qualifications

• Financial and accounting expertise; multi-decade CFO experience (American Express, McKesson) suitable for Audit Chair responsibilities .
• Risk management, corporate governance, international business, and technology/cybersecurity exposure from prior roles .
• Education: A.B. Economics (Stanford); MBA (Harvard) .

Equity Ownership

Outstanding Director Equity (separate disclosure):

• MPC RSUs outstanding as of Dec 31, 2024: 149
• MPLX phantom units outstanding as of Dec 31, 2024: 55

Ownership policy: Directors must hold ≥5x cash retainer within 5 years; directors either meet or are on track .

Insider Trades (Form 3/4)

Signals:

• Meaningful open-market purchase (6,000 shares at ~$149.61 on Dec 4, 2024) indicates alignment/skin-in-the-game shortly after board appointment .
• Regular RSU awards consistent with pro-rated director equity program and reported on Forms 4 (above SEC URLs).

Governance Assessment

• Positives for investor confidence:
  • Audit Chair designation at appointment + deep CFO pedigree supports robust financial oversight; independence affirmed by the Board .
  • Strong shareholder support in 2025 director election (≈201.9M For vs 10.5M Against) and say‑on‑pay passed comfortably (197.9M For vs 14.0M Against), signaling broad investor confidence in governance and compensation programs .
  • Immediate insider buying (6,000 shares) enhances ownership alignment; no pledging disclosed .
• Watch items:
  • Attendance footnote notes one missed committee meeting due to pre‑existing commitment after joining in November 2024; not a persistent issue and overall board attendance high (98%) .
  • Multiple outside directorships (Aon, Hexcel) increase time commitments; however, MPC’s director commitments policy is monitored and Audit Chair role will concentrate responsibilities at MPC; no independence issues flagged vis‑à‑vis Aon/Hexcel .
  • No related‑party transactions identified for Campbell; MPC discloses extensive related‑party dealings only with MPLX and certain executive aircraft/relative employment items unrelated to Campbell .

Appendix: Director Compensation Framework (Reference)

• Cash retainer and chair fees, equity program mechanics, deferral, and ownership guidelines as disclosed in “Non-Employee Director Compensation” .
• 2024 Director Compensation Table (full table including Campbell’s line) .
• Beneficial Ownership (as of Feb 1, 2025) including RSUs that vest at retirement and indirect trust holdings .