Kimberly Ellison-Taylor
Marathon PetroleumAbout Kimberly N. Ellison-Taylor
Independent director of Marathon Petroleum Corporation (MPC) since 2024; age 55. Former Oracle executive (Finance Thought Leadership and multiple strategy roles), founder and CEO of KET Solutions, and prior Chief Information & Technology Officer for Prince George’s County, MD. Serves on MPC’s Audit Committee and Corporate Governance & Nominating Committee; determined independent by the Board. Credentials include CPA, CIA, and CISA, with technology, finance, risk, and governance expertise .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Oracle Corporation | Executive Director, Finance Thought Leadership; Global Strategy Leader, Cloud; Global Strategy Director, Financial Services; Executive Director & Global Leader, Health/Human Services/Labor | 2004–2015; 2015–2018; 2018–2019; 2019 | Finance transformation and cloud strategy leadership |
| KET Solutions, LLC | Founder & CEO | Since 2021 | Consulting leadership; independent practice |
| Prince George’s County, Maryland | Chief Information & Technology Officer | 2001–2004 | Public sector technology oversight |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| U.S. Bancorp | Director | Since 2021 | Yes |
| EverCommerce Inc. | Director | 2021–2024 | Yes (prior five years) |
| Mutual of Omaha Insurance Corporation | Director | Since 2020 | No (mutual) |
| Carnegie Mellon University (Heinz College) | Adjunct Professor | Not specified | No |
Board Governance
- Committee assignments: Audit Committee (Audit Committee financial expert), Corporate Governance & Nominating Committee .
- Independence: Board affirmatively determined Ellison-Taylor is independent under NYSE/SEC rules and MPC principles .
- Attendance and engagement: Board met 8 times in 2024; average director attendance 98%; all directors (other than Campbell due to pre-joining commitment) attended ≥75% of Board and committee meetings; non-management directors held 7 executive sessions .
- Lead Independent Director framework: John P. Surma, with defined responsibilities for independent oversight and shareholder engagement .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Cash retainer (program-level) | $150,000 |
| Fees earned (Ellison-Taylor) | $125,275 |
| Committee chair fees (program-level; not applicable to Ellison-Taylor) | Audit Chair $25,000 (increased to $30,000 effective Oct 1, 2024); other chairs $25,000 |
| Matching gifts utilized (Ellison-Taylor) | $10,000 |
Performance Compensation
| Metric | Q1–Q3 2024 | Q4 2024 | 2025 Program |
|---|---|---|---|
| Equity retainer (program-level) | $175,000 | $185,000 | $185,000 (one annual grant post-Annual Meeting) |
| Composition | 90% MPC RSUs; 10% MPLX phantom units | 90% MPC RSUs; 10% MPLX phantom units | 90% MPC RSUs; 10% MPLX phantom units |
| Vesting/deferral | RSUs/phantoms automatically deferred, payable upon Board departure | Same | RSUs/phantoms vest on first anniversary unless deferral election is made |
| Ellison-Taylor Stock Awards (Grant Date Fair Value) | 2024 |
|---|---|
| Stock awards ($) | $148,654 |
| RSUs/Phantom Units Outstanding (as of Dec 31, 2024) | Count |
|---|---|
| MPC RSUs (Ellison-Taylor) | 755 |
| MPLX phantom units (Ellison-Taylor) | 365 |
Program guardrails: Prohibition on hedging/pledging, clawbacks on executive incentives, discontinued stock options for executives; these reinforce alignment culture, though director grants are time-based .
Other Directorships & Interlocks
| Company | Role | Dates | Notes / Potential Interlocks |
|---|---|---|---|
| U.S. Bancorp | Director | Since 2021 | Banking relationships are common for large corporates; Board independence affirmed and specific transaction reviews in 2025 proxy did not list USB among companies assessed; overall independence determined . |
| EverCommerce Inc. | Director | 2021–2024 | Prior service; no MPC relationship disclosed . |
Expertise & Qualifications
- Certified public accountant; certified internal auditor; certified information systems auditor .
- Deep technology, cybersecurity, finance/accounting, risk management, and corporate governance experience .
- Public-sector IT leadership; cloud strategy; financial services domain knowledge .
Equity Ownership
| Security | Beneficial Ownership (as of Feb 1, 2025) | % of Outstanding |
|---|---|---|
| MPC Common Stock | 1,049 | <1% |
| MPLX Common Units | 460 | <1% |
- None of the shares/units shown are pledged as security; beneficial ownership includes RSUs and phantom units that settle upon Board departure .
Insider Trades (Form 4 filings)
| Date (Filed) | Period of Report | Form | Description | Source |
|---|---|---|---|---|
| Jan 6, 2025 | Not stated | Form 4 | Reported change in beneficial ownership (stock award grant) | |
| Apr 3, 2025 | Apr 1, 2025 | Form 4 | Stock award (grant) of MPC common stock/RSUs; Fintel shows 1,149 units awarded | |
| May 5, 2025 | May 1, 2025 | Form 4 | Reported change in beneficial ownership (stock award grant) |
Governance Assessment
- Board effectiveness: Ellison-Taylor brings scarce cross-over expertise across finance, technology, and cybersecurity, and qualifies as an Audit Committee financial expert—highly additive for MPC’s control, reporting, and cyber oversight. Her concurrent service on Corporate Governance & Nominating aligns with disclosure, independence evaluation, and refreshment priorities .
- Independence, attendance, engagement: Independence affirmed; Board attendance robust in 2024 (98% average), with regular executive sessions and structured shareholder engagement—supportive of investor confidence .
- Compensation and alignment: Director pay uses a balanced cash-plus-equity design with automatic deferral of equity until departure; equity retainer increased in late 2024 and standardized to an annual 2025 grant. Stock ownership guidelines require 5x cash retainer within five years; all non-employee directors either meet or are on track—appropriate alignment given her 2024 onboarding .
- Potential conflicts and related-party exposure: MPC discloses a formal Related Person Transactions Policy and annually evaluates independence, including ordinary-course transactions at companies where directors serve; 2025 proxy lists companies assessed (Clean Harbors, Constellation, GE Vernova, HP) and found no impact. Ellison-Taylor was determined independent; no pledging, loans, or related-party arrangements disclosed for her .
- RED FLAGS: None evident specific to Ellison-Taylor. Ownership is modest relative to guidelines but consistent with her recent start date and deferral mechanics; hedging/pledging is prohibited; no related-party transactions or attendance issues disclosed .
Compensation benchmarking: Non-employee director compensation is reviewed annually against the same Compensation Reference Group used for executives—mitigates pay inflation risk via market calibration .