Michael Stice
Marathon PetroleumAbout J. Michael Stice
Independent director at Marathon Petroleum Corporation (MPC); age 66; director since 2017. Current committees: Corporate Governance and Nominating (Chair, elected effective immediately following the 2025 Annual Meeting), Sustainability and Public Policy; previously on Audit (will cease service effective April 30, 2025). Education: B.S., Chemical Engineering (University of Oklahoma); M.S., Business (Stanford University); Ed.D., Organizational Leadership (George Washington University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Oklahoma, Mewbourne College of Earth & Energy | Dean | 2015–2022 | Led academic and energy industry programs |
| Access Midstream Partners L.P. | CEO; Director | CEO 2009–2014; Director 2012–2015 | Led a publicly traded gathering/processing MLP |
| ConocoPhillips | President, ConocoPhillips Qatar | 2003–2008 | Senior international operating leadership in energy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kosmos Energy Ltd. | Director | Since 2023 | Current public company directorship |
| MPLX GP LLC (MPC subsidiary) | Director | Since 2018 | Concurrent board counted as one public company commitment under MPC principles |
| Spartan Acquisition Corp. II | Director | 2020–2021 | Prior SPAC directorship |
| Spartan Acquisition Corp. III | Director | 2021–2022 | Prior SPAC directorship |
| Spartan Energy Acquisition Corp. | Director | 2018–2020 | Prior SPAC directorship |
| U.S. Silica Holdings, Inc. | Director | 2013–2021 | Prior public company directorship |
Board Governance
- Independence: MPC classifies Stice as “Independent Director” .
- Committee leadership and changes: Elected Chair of Corporate Governance and Nominating Committee following the 2025 Annual Meeting; ceases Audit Committee service April 30, 2025; member, Sustainability and Public Policy Committee .
- Committee remit: Corporate Governance and Nominating oversees board composition, leadership, director compensation, evaluations, and stakeholder governance engagement (5 meetings in 2024; 100% independent); Sustainability Committee oversees safety, sustainability, political/lobbying governance (4 meetings in 2024; 86% independent) .
- Attendance and engagement: Board met 8 times; committees met 20 times; average director attendance 98%; all directors (other than new director Campbell) attended ≥75% of meetings; non‑management directors held seven executive sessions in 2024; all directors except Paterson attended the 2024 annual meeting, implying Stice attended .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 250,000 | Includes $100,000 MPLX GP Board cash retainer in addition to MPC director cash retainer |
| Stock Awards (aggregate grant-date fair value) | 302,500 | Includes quarterly MPC RSUs and MPLX phantom units; also includes $125,000 MPLX phantom units for MPLX Board service |
| All Other Compensation | 10,000 | Charitable matching gifts program |
| Total | 562,500 | Sum of above; reflects dual MPC/MPLX board service |
Compensation structure (program-level): 2024 MPC cash retainer $150,000; chair retainers $25,000 (Audit Chair increased to $30,000 effective Oct 1, 2024); equity retainer $175,000 increased to $185,000 effective Oct 1, 2024; equity retainer composed of 90% MPC RSUs and 10% MPLX phantom units. Beginning 2025, one annual equity grant of $185,000 post‑Annual Meeting .
Performance Compensation
- Non‑employee directors at MPC do not receive performance‑based pay; equity awards are time‑based RSUs and MPLX phantom units (deferred and, beginning April 2025, vest on first anniversary unless a deferral election is made). No TSR, EBITDA, or operational performance metrics apply to director compensation .
| Performance Metric | Applies to Director Compensation? | Source |
|---|---|---|
| TSR percentile | No | Director equity retainer is fixed/time‑based |
| Revenue/EBITDA targets | No | Director equity retainer is fixed/time‑based |
| ESG/safety targets tied to director pay | No | Not disclosed for directors |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| MPLX LP / MPLX GP LLC | MPC owns ~64% of MPLX units and 100% of MPLX GP; Stice serves on MPLX GP board | MPC treats MPLX transactions as related party; Corporate Governance & Nominating Committee oversees related person transactions. 2024 MPLX distributions to MPC: $2,270 million; MPLX reimbursements to MPC affiliates: $2 million . MPC counts concurrent MPC/MPLX GP service as one public company board commitment . |
| Kosmos Energy Ltd. | External upstream E&P | No MPC‑disclosed related‑party transactions; routine multi‑board service considered in independence assessments . |
Expertise & Qualifications
- Key skills: senior leadership, corporate governance, risk management, finance & accounting, energy industry, sustainability/environment, international business, public company CEO experience .
- Education: B.S. Chemical Engineering (OU), M.S. Business (Stanford), Ed.D Organizational Leadership (GWU) .
Equity Ownership
| Security | Beneficial Ownership (as of Feb 1, 2025) | Percent of Outstanding | Notes |
|---|---|---|---|
| MPC Common Stock | 21,992 | <1% | Includes RSUs deferred until departure from Board (21,992) |
| MPLX Common Units | 46,228 | <1% | Units beneficially owned |
| MPC RSUs Outstanding (as of Dec 31, 2024) | 21,698 | n/a | RSUs outstanding under director program |
| MPLX Phantom Units Outstanding (as of Dec 31, 2024) | 44,791 | n/a | Includes 37,802 phantom units earned for MPLX Board service |
Ownership alignment policies:
- Stock ownership guidelines: non‑employee directors required to hold ≥5x annual cash retainer in MPC stock (RSUs included); all directors either meet or are on track within five years .
- Prohibition on hedging/pledging: directors may not hedge MPC securities or pledge them as collateral; ownership table notes no pledged shares unless indicated (no indication for Stice) .
Insider Trades (Form 4 highlights)
| Filing Date | Issuer | Security Type | Quantity | Note/Context |
|---|---|---|---|---|
| 2025‑05‑05 | Marathon Petroleum (MPC) | RSUs (director equity retainer) | 1,276 | Q2 2025 equity retainer grant; periodic director award |
| 2025‑04‑03 | Marathon Petroleum (MPC) | RSUs (director equity retainer) | 94 | Prorated Q2 2025 MPC RSU award |
| 2025‑01‑06 | Marathon Petroleum (MPC) | RSUs (director equity retainer) | 294 | Q1 2025 director award |
| 2025‑04‑03 | MPLX LP | Phantom units (director equity retainer) | 220 | Q2 2025 MPLX award |
| 2025‑05‑20 | MPLX LP | Phantom units (director equity retainer) | 907 | Q2 2025 MPLX award |
| 2025‑08‑19 | MPLX LP | Phantom units (director equity retainer) | 962 | Q3 2025 MPLX award |
Remarks for MPLX filings commonly note the reporting person is a director of MPLX GP LLC, the general partner controlled by MPC .
Governance Assessment
- Board effectiveness: Elevation to Chair of Corporate Governance and Nominating signals strong influence over board composition, leadership, director compensation, and evaluation processes—core to governance quality and investor confidence .
- Independence and attendance: Classified independent; board and committee engagement strong at the aggregate level (98% average attendance; seven executive sessions), with expected annual meeting attendance met by Stice .
- Ownership alignment: Material RSU holdings and compliance with strict stock ownership guidelines; explicit bans on hedging and pledging reduce misalignment risk .
- Compensation structure: Director pay includes cash and time‑based RSUs/phantom units; 2024 program increases (equity retainer to $185k; Audit Chair to $30k) and shift to one annual grant in 2025 improve simplicity and transparency; no performance metrics tied to director pay, consistent with market norms .
- Related‑party oversight: Dual service on MPC and MPLX GP creates inherent affiliate exposure, but MPC discloses robust Related Person Transactions Policy and quantifies MPLX distributions/reimbursements; Stice’s role (as Corporate Governance Chair) places him at the center of approving/monitoring such transactions—appropriate but requires continued vigilance to avoid perceived conflicts .
RED FLAGS and Watch Items:
- Affiliate interlock: Service on MPLX GP with significant related‑party cash flows ($2,270 million distributions; $2 million reimbursements in 2024) requires sustained oversight to ensure arm’s‑length terms and transparent disclosure .
- Pay escalation optics: 2024 chair and equity retainer increases could draw scrutiny if misaligned with workload or market comps; MPC references benchmarking to the executive Compensation Reference Group, but details of the peer group are not provided here .