Jonathan Cohen
Marathon PetroleumAbout Jonathan Z. Cohen
Independent director at Marathon Petroleum Corporation (MPC) since 2019; age 54; term expires 2027. Founder, CEO and President of Hepco Capital Management (private investment firm) with prior public-company CEO/Chair experience across energy/minerals and SPACs. Committee work centers on audit and governance; designated an “Audit Committee financial expert.” Education: B.A., University of Pennsylvania; J.D., American University Washington College of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hepco Capital Management, LLC | Founder, CEO & President | 2016–present | Founder/operator of private investment firm |
| Osprey Technology Acquisition Corp. (predecessor of BlackSky Technology, Inc.) | CEO; Co‑Chairman | CEO 2018–2019; Co‑Chair 2019–2021 | Led SPAC; transitioned to geospatial intelligence company |
| Falcon Minerals Corporation (predecessor Osprey Energy Acquisition Corp.) | Chairman (2018–2020); CEO (2018) | 2017–2020 (board/leadership) | Mineral rights acquisition and management |
| Resource America, Inc. | President & CEO | 2004–2016 | Asset management; multi‑year leadership |
| Atlas Pipeline Partners, LP; Atlas Energy, Inc. | Co‑founder and executive roles | Not specified | Energy infrastructure leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crane Harbor Acquisition Corp. | Director (current) | Since 2025 | Current public company directorship |
| Falcon Minerals Corporation | Director/Chairman (prior) | 2017–2020 | Prior 5 years public directorship |
| Osprey Technology Acquisition Corp. | Director/Co‑Chairman (prior) | 2019–2021 | Prior 5 years public directorship |
| Lincoln Center Theater | Vice Chairman | Not specified | Non‑profit leadership |
| East Harlem School; Arete Foundation; American School of Classical Studies in Athens | Trustee | Not specified | Non‑profit governance roles |
| Univ. of Pennsylvania College of Arts & Sciences | Board of Advisors (Member) | Not specified | Advisory role |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined independent director |
| Director since | 2019 (Class I; term expires 2027) |
| Committees (2024) | Audit Committee (member); Corporate Governance & Nominating Committee (member) |
| Audit Financial Expert | Identified as an “Audit Committee financial expert” |
| Board/Committee meetings (2024) | Board met 8x; committees met 20x total; all directors other than Mr. Campbell attended ≥75% of applicable meetings; average attendance 98% |
| Executive sessions | 7 executive sessions of non‑management directors in 2024 |
| Other current public boards | 1 (Crane Harbor Acquisition Corp.) |
| Board leadership | Not a chair; no lead role indicated |
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Paid quarterly |
| Committee/leadership retainers | $0 disclosed | Not a chair; no additional leadership retainers indicated for Cohen |
| Charitable match (All Other Compensation) | $20,000 | Matching gifts program (educational and charitable), annual limit $10k each; Cohen utilized full $20k in 2024 |
| Total cash reported (fees earned) | $150,000 | 2024 Director Compensation Table |
Performance Compensation (Equity and Structure)
| Component | Grant mechanics | 2024 Grant Value | Vesting/Deferral |
|---|---|---|---|
| Equity retainer (MPC RSUs + MPLX phantom units) | Granted quarterly; 90% MPC RSUs / 10% MPLX phantom units; valued off close on grant date | MPC RSUs: $39,375 Q1–Q3, $41,625 Q4; MPLX phantom: $4,375 Q1–Q3, $4,625 Q4; aggregate 2024 equity reported for Cohen: $177,500 | RSUs/phantom units awarded in 2024 were automatically deferred until departure; beginning in Apr 2025, awards vest on first anniversary unless a deferral election is made |
| Options/PSUs | None disclosed | $0 | Program utilizes service‑based RSUs/phantom units; no stock options; no director PSUs disclosed |
No performance metrics apply to non‑employee director equity; awards are time/service‑based under the director program .
2024 Reported Compensation (Individual)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Jonathan Z. Cohen | 150,000 | 177,500 | 20,000 | 347,500 |
Other Directorships & Interlocks
| Company | Relationship to MPC (if any) | Potential interlock/conflict |
|---|---|---|
| Crane Harbor Acquisition Corp. | None disclosed | None disclosed in independence review |
The Board’s 2025 independence review highlighted ordinary‑course transactions with other companies tied to certain directors (Clean Harbors, Constellation, GE Vernova, HP) and found no impairment of independence; no such transactions were noted for Cohen .
Expertise & Qualifications
- Skills flagged in MPC profile: Senior leadership; Corporate governance; Sustainability; Public company CEO; Finance & accounting; Government/legal/regulatory; Risk management; Energy industry; Technology & cybersecurity .
Equity Ownership
| Holding | Amount | As‑of date | Notes |
|---|---|---|---|
| MPC common stock (beneficial) | 13,732 | Feb 1, 2025 | <1% of shares outstanding |
| MPLX common units (beneficial) | 4,564 | Feb 1, 2025 | <1% of units outstanding |
| MPC RSUs outstanding | 13,438 | Dec 31, 2024 | From director RSU/phantom roll‑forward |
| MPLX phantom units outstanding | 4,469 | Dec 31, 2024 | From director RSU/phantom roll‑forward |
| Pledges | None | Feb 1, 2025 | Company states none of the shares/units shown are pledged |
| Ownership guidelines | 5x annual cash retainer (RSUs count); 5‑year compliance window; all non‑employee directors meet or are on track | Policy in effect | Applies to directors, including Cohen |
Governance Assessment
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Strengths
- Independent director with financial acumen; designated Audit Committee financial expert, enhancing audit oversight and financial reporting credibility .
- Governance alignment via automatic deferral of director equity (RSUs/phantom units) until departure (2024 grants), shifting to annual grants with time‑based vesting in 2025; promotes long‑term alignment .
- No pledging of MPC/MPLX securities; company prohibits hedging/pledging and confirms no pledged shares in beneficial ownership table .
- Attendance: Company discloses strong attendance overall (98% average) with all directors except one meeting ≥75%; Cohen not identified as an exception .
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Potential watch items
- External commitments: 1 current public company board (Crane Harbor Acquisition Corp.); within commonly accepted limits but SPAC involvement historically can be time‑intensive during transaction windows .
- No specific individual attendance percentages disclosed; rely on aggregate disclosure .
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Compensation structure signals
- Cash/equity mix for 2024 (Cohen): $150k cash retainer and $177.5k equity; equity predominates and is service‑based; no options or performance‑conditioned awards; Audit Chair and equity retainers were increased effective Oct 1, 2024, and equity delivery shifts to a single annual grant in 2025—signals modest inflation but maintains alignment .
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Conflicts/related‑party exposure
- No related‑party transactions involving Cohen disclosed; Board concluded independence after reviewing specified counterparties linked to other directors .