Maryann Mannen

About Maryann Mannen

Maryann T. Mannen is President and CEO of Marathon Petroleum Corporation (MPC) and a Class III director (term expires 2026). She became President in January 2024 and President & CEO on August 1, 2024 after serving as MPC’s EVP & CFO (2021–2023). She also serves as President & CEO and director of MPLX and has prior CFO experience at TechnipFMC/FMC Technologies. Age: 62. Education: B.S.B.A. (Accounting) and M.B.A., Rider University . MPC’s 2024 results included $3.4B net income, $11.3B adjusted EBITDA, $8.7B CFO, 92% refining utilization, and 99% capture; MPC’s 3-year TSR was 140% at the 92nd percentile of peers, aligned with PSU design emphasizing relative TSR . Shareholders supported say-on-pay with ~92% approval in both 2024 and 2023, indicating broad acceptance of the pay program’s alignment with performance .

Past Roles

External Roles

Fixed Compensation

Notes:

• Base salary increased with promotions: $1.05M as President; $1.4M as President & CEO effective Aug 1, 2024 .
• Employees on the Board receive no additional director pay .

Performance Compensation

Annual Cash Bonus (ACB) – design, metrics, and outcomes

• Target opportunity increased from 110% to 120% (President, Jan 1, 2024), then to 165% (CEO, Aug 1, 2024) .
• 2024 ACB company performance certified at 156.34%; Mannen requested a downward adjustment removing safety credit, resulting in 146.34% payout factor for her .

2024 ACB financial and non-financial scorecards:

Design governance:

• Committee made no discretionary adjustments to 2024 financial metric levels or payouts .
• Robust annual goal-setting process and relative TSR emphasis in PSUs .

Long-Term Incentives (LTI)

• Standard mix: 60% MPC PSUs; 20% MPC RSUs; 20% MPLX phantom units .
• 2024 target LTI for Mannen: $7.917M (PSUs $4.750M; RSUs $2.167M; MPLX phantom $1.000M). On an annualized CEO basis, LTI target would be $12.0M due to mid-year promotion .

| 2024 Grants (Mannen) | Grant Date | Type | Shares/Units (#) | Grant Date FV ($) | |---|---|---:|---:| | ACB opportunity (non-equity) | — | ACB | — | Target $2,310,000; Max $4,620,000 | | RSUs | 3/1/2024 | RSU | 5,926 | 1,026,442 | | RSUs | 8/1/2024 | RSU | 6,921 | 1,198,579 | | PSUs | 3/1/2024 | PSU | Target 17,777 (8,889 thr / 35,554 max) | 3,733,526 | | PSUs | 8/1/2024 | PSU | Target 10,381 (5,191 thr / 20,762 max) | 2,226,102 | | MPLX phantom | 3/1/2024 | Phantom Units | 25,947 | 1,011,933 |

PSU design:

• 3-year performance on relative TSR vs peer group; payout 0%–200%; capped at 100% if TSR is negative; settled in cash at end of period .

Vesting schedules:

• RSUs and MPLX phantom units vest in equal installments on the first, second, and third anniversaries; no stock options granted to NEOs since 2020 .

Outstanding unvested awards as of Dec 31, 2024:

• Unvested RSUs and MPLX phantom units (with vesting cadence):
  3/1/2022: 3,529 RSUs; 8,359 phantom (vest by 3/1/2025)
  3/1/2023: 4,836 RSUs; 17,316 phantom (vest 3/1/2025, 3/1/2026)
  3/1/2024: 5,926 RSUs; 25,947 phantom (vest 3/1/2025–2027)
  8/1/2024: 6,921 RSUs (vest 8/1/2025–2027)
  Total Mannen unvested RSUs: 21,212 .
• Unvested MPC PSUs: 21,762 (3/1/2023 grant, perf 2023–2025); 17,777 (3/1/2024, perf 2024–2026); 10,381 (8/1/2024, perf 2024–2026); total 49,920 PSUs (market value methodology shown in proxy) .

Equity Ownership & Alignment

• Pledging/hedging: Prohibited for directors and officers; policy designed to ensure executives bear full stock ownership risk . Proxy notes none of the listed shares/units are pledged .
• Ownership guidelines: CEO must hold stock equal to 6x base salary; five-year compliance window; all NEOs meet or are on track .

Implications for selling pressure:

• Near-term RSU/phantom vesting dates (3/1/2025, 8/1/2025, 3/1/2026) create expected tax-withholding share/unit dispositions; PSUs settle in cash, reducing equity-sale pressure from PSU vesting .

Employment Terms

Board Governance

• Board service: Director since Aug 2024; Class III director; currently serves on the Sustainability and Public Policy Committee .
• Independence: As CEO, not independent; Executive Chairman also not independent; all other named directors listed are independent .
• Chairman transition: Elected Chairman of the Board effective Jan 1, 2026; John Surma will continue as Independent Lead Director, preserving independent counterbalance to combined Chair/CEO roles .
• Board activity: 8 Board meetings, 20 committee meetings in 2024; average director attendance 98%; seven executive sessions of non-management directors .
• Director compensation: Employee directors receive no fees for board service .

Compensation Structure Analysis

• Mix and risk: For CEO, 2024 target mix (annualized): Base 9%, ACB 15%, PSUs 46%, RSUs 15%, MPLX phantom 15% — 61% performance-based, 91% at-risk .
• 2024 changes: CEO target total compensation increased 115% upon promotion (base, ACB target %, incremental LTI); aligns with scope change; prior CEO’s pay reduced 40% when moving to Executive Chairman .
• Pay-for-performance rigor: Relative profitability and cost discipline heavy in ACB design; 3-year relative TSR in PSUs; no options granted since 2020, limiting upside asymmetry .
• Discretion: Committee refrained from upward discretion in 2024; CEO sought and received downward adjustment for safety credit, signaling culture emphasis and alignment .
• Shareholder feedback: Strong say-on-pay support (~92%) in 2024 and 2023; prior enhancements include added reputational harm clawback provision and increased performance weighting .

Director/Committee Oversight and Peer Practices

• Compensation Committee uses independent consultant FW Cook; annual risk assessment concluded programs are not likely to have a material adverse effect; multiple risk mitigants in place (caps, balanced mix, ownership policy, clawbacks) .
• Compensation Reference Group was refreshed in 2023 to better match size; used for 2024 pay reviews .

Equity Award and Vesting Detail

Investment Implications

• Alignment and incentives: High performance leverage (relative EBITDA/DCF/costs and 3-year relative TSR) and 6x salary ownership requirement support alignment with shareholder outcomes. Strong say-on-pay support and adoption of expanded clawbacks reduce governance risk .
• Retention vs. turnover risk: Significant unvested RSUs and MPLX phantom units vest through 2027; PSUs settle in cash after 3-year periods. Double-trigger CIC benefits (3x salary+target bonus, full acceleration) are competitive but could increase deal-related payout optics; however, double-trigger mitigates windfall risk absent termination .
• Trading/flow signals: Multiple 2025–2027 vesting dates imply periodic tax-withholding share/unit dispositions; PSUs settle in cash, limiting incremental stock supply from PSU vesting. Anti-hedging/pledging policies and no options issuance since 2020 limit leverage-driven selling dynamics .
• Governance watch item: Combined Chair/CEO role effective Jan 1, 2026 concentrates authority; continued Lead Independent Director role and historical flexibility in leadership structure partially offset independence concerns. Monitor board independence profile and executive sessions cadence post combination .
• Execution track record: 2024 operating and capital return metrics were strong, reinforcing pay design credibility. ACB underperformance on corporate EBITDA vs. target was balanced by top-quartile relative profitability and strong MPLX DCF, indicating portfolio integration and cost discipline remain key levers under her leadership .

Citations:

• Biography, roles, age, education, committees, external boards:
• Leadership transition and CEO role:
• Say-on-pay approval:
• Company performance highlights and TSR:
• Compensation tables and grants:
• ACB metrics and payouts:
• Vesting schedules and outstanding awards:
• Ownership, pledging/hedging policies, guidelines:
• Clawbacks, consultant independence, risk assessment:
• CIC terms and economics:
• Board governance, attendance, leadership structure:
• Chairman election and Lead Independent Director continuity:
• Director compensation policy: