Kim Rucker

About Kim K.W. Rucker

Independent director of MPC since 2018 (age 58), with legal and corporate governance expertise spanning energy, consumer and logistics. Education: B.B.A. Economics (University of Iowa), J.D. (Harvard Law School), M.P.P. (Harvard Kennedy School). Current MPC committee roles: Audit; Compensation & Organization Development—elected to serve as Chair immediately following the 2025 Annual Meeting; Sustainability & Public Policy—service will cease effective April 30, 2025. Board determined she is independent; ordinary-course transactions with HP Inc. and GE Vernova (where she serves as a director) did not affect independence .

Past Roles

External Roles

Board Governance

• Independence: Board determined Rucker meets SEC/NYSE independence standards; ordinary-course transactions with GE Vernova and HP Inc. did not affect independence .
• Attendance: Board met 8 times in 2024; all directors (other than a newly appointed director joining in Nov. 2024) attended at least 75% of Board/committee meetings; average attendance 98%; seven executive sessions held in 2024 .
• Committee assignments and 2024 meeting cadence:
  • Audit Committee (member; committee met 5 times; 100% independent; financially literate members) .
  • Compensation & Organization Development Committee (member; met 6 times; 100% independent). Rucker is elected to serve as Chair immediately following the 2025 Annual Meeting .
  • Sustainability & Public Policy Committee (member; met 4 times; 86% independent). Rucker’s service will cease effective April 30, 2025 .

Fixed Compensation

• Program structure (non-employee directors, 2024): Cash retainer $150,000; additional leadership retainers (e.g., committee chairs) $25,000 each; Audit Chair increased to $30,000 effective Oct 1, 2024; equity retainer increased from $175,000 to $185,000 effective Oct 1, 2024; equity composed of 90% MPC RSUs and 10% MPLX phantom units; RSUs/phantom units granted quarterly in 2024; beginning 2025, one annual equity grant of $185,000, generally the day after the annual meeting .
• Deferrals and vesting: Directors may elect to defer up to 100% of cash; RSUs and phantom units awarded for Board service in 2024 were automatically deferred payable at Board departure; beginning April 2025, RSUs and phantom units vest on first anniversary of grant unless a deferral election is made .
• Ownership guideline: Directors must hold ≥5x the annual cash retainer in MPC stock (including RSUs); five-year compliance window; all non-employee directors meet or are on track .

Performance Compensation

• Directors do not receive performance-based incentive compensation; equity awards are time-based RSUs (MPC) and phantom units (MPLX) .

Other Directorships & Interlocks

• Count of other public boards for Rucker: 3 (post-Annual Meeting composition table) .
• Governance principle: Concurrent service on MPC and MPLX GP LLC is counted as one board for commitments (general policy; not specific to Rucker) .

Expertise & Qualifications

• Skills matrix flags: senior leadership; finance & accounting; sustainability; risk management; energy industry; government/legal/regulatory; corporate governance; international business; technology & cybersecurity .
• Education: B.B.A. (Iowa); J.D. (Harvard Law School); M.P.P. (Harvard Kennedy School) .

Equity Ownership

• Beneficial ownership includes RSUs (that vest upon retirement from Board) and MPLX phantom units that settle upon Board retirement; note counts as of Feb 1, 2025: RSUs 17,353; phantom units 5,716 (company-wide disclosure) .
• Prohibition on hedging/pledging: Directors may not hedge or pledge MPC securities; ensures alignment with shareholder risk exposure .
• Ownership guideline compliance: All non-employee directors meet or are on track within five years .

Governance Assessment

• Committee leadership and effectiveness: Rucker becomes Chair of Compensation & Organization Development post-Annual Meeting—key for pay-for-performance oversight and succession planning. The committee engaged FW Cook as independent consultant and assessed no conflicts of interest in 2024 .
• Independence and conflicts: Board annually assesses director independence; GE Vernova and HP Inc. transactions deemed ordinary-course and did not impair independence—reduces conflict risk .
• Attendance and engagement: High attendance (avg. 98%), regular executive sessions (7 in 2024); supports active oversight and board effectiveness .
• Sustainability/public policy oversight: Rucker served on S&PP Committee (4 meetings in 2024); service to cease April 30, 2025—workload rebalancing as she assumes Comp Chair role .
• Compensation structure signals: Shift to single annual director equity grant in 2025 ($185,000) and higher Audit Chair cash retainer ($30,000) indicates modernization and market alignment; director equity is time-based, avoiding performance metric distortions for oversight independence .
• RED FLAGS: None disclosed—no Item 404 related-party transactions for Comp Committee members, no hedging/pledging, and independence affirmed despite external board interlocks .

Implications: Rucker’s legal and governance background, incoming chair role on Compensation, and multi-industry directorships strengthen oversight of executive pay, human capital, and regulatory risk. Monitoring her leadership on compensation policy (e.g., consultant use, performance metric rigor, shareholder feedback integration) will be important for investor confidence and alignment with long-term value creation .