John Quaid
Marathon PetroleumAbout John Quaid
John J. Quaid is Executive Vice President and Chief Financial Officer of Marathon Petroleum Corporation (MPC), effective January 1, 2024. He is 52 years old as of December 21, 2023, and holds a B.S. in Accounting from Lehigh University (1994) . Quaid previously served as EVP & CFO of MPLX (MPC’s majority-owned MLP) since September 2021 and has been a director of MPLX GP LLC since January 2022 . During 2024, MPC reported net income of $3.4B, adjusted EBITDA of $11.3B, net cash from operations of $8.7B, and achieved three-year PSU TSR of 140% at the 92nd percentile versus its PSU peer group, linking a substantial portion of NEO pay to shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MPC | EVP & CFO (Principal Financial Officer) | Jan 1, 2024 – present | CFO of the largest U.S. refining system; investor communication and capital allocation oversight . |
| MPLX GP LLC (MPC’s GP) | EVP & CFO; Director | Sep 2021 – Dec 2023; Director since Jan 2022 | Strengthened alignment of MPLX compensation with unitholder interests; capital and DCF focus . |
| MPC | Senior Vice President & Controller (Principal Accounting Officer) | Apr 2020 – Sep 2021 | Led accounting and reporting; signed multiple 8-K filings . |
| MPC | Vice President & Controller; Principal Accounting Officer | Jun 23, 2014 – Apr 2020; PAO effective Oct 1, 2014 | Built controllership foundation post-appointment; transitioned PAO responsibilities . |
| U. S. Steel | VP Iron Ore; VP & Treasurer; Controller NA Flat-Rolled; Assistant Corporate Controller; ERP Project Lead; Director Finance (Serbia); Director Facility Marketing & Planning; Manager IR | 2002 – 2014 (various roles) | Corporate finance, treasury, mining operations leadership; international finance experience . |
| PricewaterhouseCoopers | Audit & Assurance (Manager) | 1994 – 1999 | Audited large companies across steel, oil & gas, tech, consumer sectors . |
| FastForward Inc. | Corporate Controller | 1999 – 2002 | Early-stage software finance leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MPLX GP LLC | Board Director | Jan 2022 – present | Governance of MPLX incentive awards and alignment with unitholders . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 635,000 | 800,000 |
| Target Bonus (%) | 80% | 90% |
| LTI Target ($) | 1,500,000 | 3,100,000 |
2024 ACB outcome:
| Metric | 2024 |
|---|---|
| Eligible Earnings ($) | 800,000 |
| Target Bonus ($) | 720,000 |
| Final Award (% of Target) | 156.34% |
| Final Award ($) | 1,125,600 |
Performance Compensation
2024 ACB financial metrics and results:
| Financial Metric (80% total) | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Achievement |
|---|---|---|---|---|---|---|
| Relative Adjusted EBITDA per Barrel | 30% | 30th percentile | 50th percentile | 100th percentile | 100th percentile | 200.00% |
| ACB Adjusted EBITDA ($mm) | 20% | 9,487 | 12,649 | 15,811 | 9,664 | 52.80% |
| MPLX DCF per Unit | 20% | $4.70 | $5.22 | $5.74 | $5.70 | 192.31% |
| Refining & Corporate Costs ($mm) | 10% | 6,858 | 6,532 | 6,205 | 6,456 | 123.24% |
| Total Financial Performance | 80% | — | — | — | — | 121.34% |
2024 LTI target mix:
| Instrument | Target Value ($) |
|---|---|
| MPC PSUs | 1,860,000 |
| MPC RSUs | 620,000 |
| MPLX Phantom Units | 620,000 |
| Total | 3,100,000 |
2024 Grants of plan-based awards (Quaid):
| Award | Grant Date | Target/Units | Grant Date Fair Value ($) |
|---|---|---|---|
| ACB | — | Target $720,000 | — |
| MPC RSUs (#) | 3/1/2024 | 3,674 | 636,374 |
| MPC PSUs (Target #) | 3/1/2024 | 11,022 | 2,314,840 |
| MPLX Phantom Units (#) | 3/1/2024 | 16,087 | 627,393 |
| PSU Monte Carlo Value per Unit | 3/1/2024 | — | $210.02 |
| MPLX Unit Price (grant valuation) | 3/1/2024 | — | $39.00 |
PSU design and payout history:
- PSU TSR percentile-to-payout schedule: 30th=50%, 50th=100%, 100th=200%; assessed over multiple 12-month periods and full 36 months; methodology based on 20–30-day average prices; payouts linear between points .
- 2022 PSU payout (performance period 1/1/2022–12/31/2024): TSR 139.72%, 2nd of 13, 91.67th percentile; Quaid target 10,845 PSUs; performance-adjusted 19,883; MPC price $154.31; payout $3,068,146 .
Vesting conventions:
- MPC RSUs and MPLX phantom units generally vest ratably over three years; PSUs vest after 36-month performance periods .
Stock awards vested in 2024:
| Award Type | Quantity Vested (#) | Value Realized ($) |
|---|---|---|
| MPC RSUs | 3,063 | 527,877 |
| MPLX Phantom Units | 7,949 | 308,978 |
Equity Ownership & Alignment
Outstanding equity awards at FY 2024 year-end:
| Instrument | Unvested Units (#) | Market/Payout Value ($) |
|---|---|---|
| MPC RSUs | 6,491 | 905,495 |
| MPC PSUs (uneared) | 18,276 | 5,099,004 (assumes 200% payout; $139.50 price) |
| MPLX Phantom Units | 24,714 | 1,182,812 |
Ownership policies and alignment:
- Stock ownership guideline for Executive Vice Presidents is 4× base salary; compliance reviewed annually; all NEOs either meet or are on track to comply within five years .
- Prohibition on hedging and pledging of MPC stock; derivatives trading and pledging are disallowed; clawback provisions apply to both ACB and LTI .
- MPC has not granted stock options since 2020; Quaid reported no option exercises in 2024 .
Employment Terms
- Employment agreements: MPC generally does not enter into employment or severance agreements with NEOs; voluntary resignation typically yields no severance; LTI generally forfeited unless otherwise specified .
- Retirement eligibility: Employees (including NEOs) are retirement-eligible at age 50 with ≥10 years of vesting service; as of Dec 31, 2024, Mr. Quaid was retirement-eligible .
- Approved Separation: As of Dec 31, 2024, all NEOs except Ms. Mannen and Mr. Quaid were eligible; nonforfeitability provisions apply for eligible NEOs meeting notice requirements .
- Change-of-control (double trigger): LTI vests with change-in-control plus qualified termination; no excise tax gross-ups; one-year holding on full-value shares; hedging/pledging prohibited .
- CIC economics (hypothetical event on Dec 31, 2024): For Quaid, severance $4,560,000; RSUs/MPLX phantom vested $2,088,307; PSUs vested $2,549,502; life & health benefits $44,196; total $9,242,005 . Death scenario total $6,237,809 .
- Pension benefits (present value at FY-end): Retirement Plan $279,254; Excess Benefit Plan $752,515; credited service 10.58 years .
- Nonqualified deferred compensation (aggregate balances at FY-end): Deferred Compensation Plan $529,657; Executive Deferred Compensation Plan $328,366; Company contributions in last fiscal year $89,626; aggregate earnings $53,284 .
Investment Implications
- Pay-for-performance linkage is strong: 81% at-risk pay for other NEOs; Quaid’s 2024 ACB paid at 156% of target from high financial metric achievement and MPLX DCF strength; LTI is 60% PSUs tied to relative TSR, which paid 183% on 2022 cycle, creating ongoing equity alignment .
- Retention risk appears moderate: Significant unvested RSUs, PSUs, and MPLX phantom units with three-year ratable vesting; retirement-eligible status may increase flexibility but lacks Approved Separation benefits that accelerate nonforfeitability for Quaid .
- Change-in-control protections are robust yet shareholder-friendly: Double-trigger vesting; no excise tax gross-ups; severance quantum implies a high multiple of salary+target bonus (based on disclosed CIC severance), which could reduce turnover risk but should be monitored for pay inflation .
- Governance red flags are limited: Strict prohibitions on hedging/pledging and established clawback policy; no option grants since 2020 reduces near-term selling pressure from exercises .