John Surma
Marathon PetroleumAbout John P. Surma
John P. Surma, age 70, is MPC’s Independent Lead Director (since August 1, 2024) and has served on MPC’s Board since 2011. He is a former Chairman and CEO of United States Steel Corporation, with earlier executive roles at Marathon Oil and Price Waterhouse; he holds a B.S. in Accounting from Pennsylvania State University . Surma’s governance credentials emphasize risk management, finance, energy industry oversight, and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Steel Corporation | CEO (2004-2013); Chairman (2006-2013); President & COO (2003-2004); Vice Chairman & CFO (2002-2003) | 2002-2013 | Led large-cap industrial governance and operations through multiple cycles |
| Marathon Oil Corporation | President, Speedway SuperAmerica LLC; President, Marathon Ashland Petroleum | 1997-2001 | Downstream operations leadership; strategic integration experience |
| Price Waterhouse LLP | Partner | 1987-1997 | Audit, financial reporting, controls expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MPLX GP LLC (affiliate) | Director | Since 2012 | Counted as one board with MPC for commitments per policy |
| Public Service Enterprise Group Inc. (PSEG) | Director | Since 2019 | Utility sector oversight |
| Trane Technologies plc | Director | Since 2013 | Industrial/technology systems oversight |
| University of Pittsburgh Medical Center | Chairperson, Board | N/A | Significant non-profit governance leadership |
Board Governance
- Role: Independent Lead Director since August 1, 2024, ensuring independent oversight, authority to call meetings of independent directors, presiding over executive sessions, and participating in committee leadership selection and CEO evaluation .
- Committees: Member of Audit and Corporate Governance & Nominating (noted as joining/serving effective April 30, 2025) .
- Independence: Board determined Surma is independent; 10 of 12 directors independent post-Annual Meeting .
- Attendance: Board met 8 times with 20 committee meetings in 2024; average director attendance 98% (all directors ≥75% except one new director); seven executive sessions of non-management directors held .
- Board commitments policy: Max four public boards for non-employee directors; concurrent MPC/MPLX counts as one (Surma’s portfolio within limits) .
- Governance enhancements: Ongoing moves to declassify Board and eliminate supermajority provisions; strong shareholder rights and engagement program .
Fixed Compensation
| Component | Detail | Amount/Terms | Notes |
|---|---|---|---|
| Annual Cash Retainer | Non-employee director cash | $150,000 | Paid quarterly |
| Leadership Retainer | Independent Lead Director | $75,000 | Additional to cash retainer |
| Committee Chair Retainer | Audit Chair | $25,000 (raised to $30,000 effective 10/1/24) | Paid quarterly |
| Equity Retainer | RSUs (MPC) 90% + MPLX phantom units 10% | $175,000 (raised to $185,000 effective 10/1/24) | Quarterly grants in 2024; moves to single annual grant in 2025 |
| Deferral | Automatic deferral of director RSUs and MPLX phantom units | Payable on Board departure; beginning April 2025, vest on first anniversary unless deferral elected | Aligns long-term ownership |
2024 Director-specific compensation (MPC + MPLX):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| John P. Surma | 418,750 | 302,500 | — | 721,250 |
| Notes | Includes MPC Board Chair through Q3 and Lead Director Q4; plus $100,000 MPLX Board retainer | Aggregate grant date fair value of MPC RSUs and MPLX phantom units | ||
Performance Compensation
- Non-employee directors do not receive performance-based incentives; equity is time-based RSUs and phantom units with deferral and vesting as disclosed (no PSUs/options for directors) .
- Therefore, no director-specific performance metrics apply; compensation is designed for alignment and independence rather than variable pay outcomes .
Other Directorships & Interlocks
| Company | Relationship to MPC | Board Independence Review Outcome |
|---|---|---|
| MPLX (affiliate) | MPC controls MPLX GP LLC; Surma serves on MPLX GP board | MPC counts concurrent MPC/MPLX service as one; independence maintained |
| Clean Harbors, Constellation, GE Vernova, HP | Company transactions reviewed where certain directors serve | Board concluded transactions did not affect independence; none cited for Surma |
Expertise & Qualifications
- Skills matrix: Senior leadership; finance & accounting; risk management; energy industry; environment; corporate governance; international business; government/legal/regulatory .
- Education: B.S., Accounting, Pennsylvania State University .
- Non-profit and public service roles include UPMC chair and prior Federal Reserve Bank of Cleveland board chair .
Equity Ownership
| Holder | MPC Common Stock | MPLX Common Units | Notes |
|---|---|---|---|
| John P. Surma (as of Feb 1, 2025) | 67,205 | 78,892 | Includes RSUs that vest upon Board retirement (57,205 RSUs) and 10,000 shares held indirectly in trust |
| Phantom Units counted in beneficial ownership | N/A | 71,392 | Phantom unit awards settle in common units upon Board retirement |
| Outstanding as of Dec 31, 2024 | MPC RSUs: 56,911 | MPLX Phantom Units: 70,655 | Includes 60,264 MPLX phantom units for MPLX Board service |
Ownership alignment and restrictions:
- Director stock ownership guideline: 5× annual cash retainer (i.e., 5×$150,000), with five years to comply; all non-employee directors meet or are on track .
- Prohibition on hedging and pledging for directors under MPC policy .
- Security ownership table notes no pledged securities for directors in reported amounts .
Insider Trades (Form 4 activity – alignment and recency)
| Filing Date | Transaction Date | Type | Securities Transacted (shares) | Post-Transaction Ownership (shares) | Security | Source |
|---|---|---|---|---|---|---|
| 2025-05-05 | 2025-05-01 | Award (A) | 1,275.96 | 58,956.594 | MPC Common Stock | https://www.sec.gov/Archives/edgar/data/1510295/000095017025063150/0000950170-25-063150-index.htm |
| 2025-04-03 | 2025-04-01 | Award (A) | 93.586 | 57,680.634 | MPC Common Stock | https://www.sec.gov/Archives/edgar/data/1510295/000095017025050598/0000950170-25-050598-index.htm |
Data indicates periodic equity awards consistent with director compensation policy and increasing post-award ownership balances, supporting alignment without open-market trading signals in this period.
Governance Assessment
- Strengths:
- Independent Lead Director role with robust authority and clear responsibilities—strong board counterbalance to Executive Chairman and CEO .
- High attendance and active executive sessions indicate engaged oversight culture .
- Ownership alignment through RSUs/phantom units and strict anti-hedging/pledging policy .
- Board commitment limits enforced; Surma’s multi-board service within policy due to MPC/MPLX concurrency counting .
- Compensation signals:
- Director pay mix is cash plus time-based equity, emphasizing long-term holding via deferral; no incentive metrics minimize conflict with objective oversight .
- Shareholder responsiveness:
- Ongoing governance proposals to declassify board and eliminate supermajority vote thresholds signal alignment with investor preferences; 2024 say-on-pay approved at ~92% .
- RED FLAGS:
- None disclosed specific to Surma (no related-party transactions cited for him, no pledging; independence affirmed) .
- Time commitments monitored by the Corporate Governance & Nominating Committee; current roles appear within policy thresholds .
Overall: Surma’s profile—deep industrial leadership, independent oversight authority, high engagement, and long-term equity alignment—supports investor confidence in MPC’s board effectiveness and governance quality .