Molly Benson
Marathon PetroleumAbout Molly Benson
Molly R. Benson is Chief Legal Officer and Corporate Secretary of Marathon Petroleum Corporation (MPC), promoted effective January 1, 2024 from Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary; she was named a Named Executive Officer (NEO) for 2024 . As of February 1, 2025, she beneficially owns 54,947 shares of MPC common stock and 35,419 MPLX common units; her beneficial ownership includes 3,449 RSUs and 28,075 stock options exercisable within 60 days, and none of her shares are pledged as security . Benson is retirement‑eligible and has 26.67 years of credited service under MPC’s retirement plans, indicating long tenure and institutional knowledge . Company performance during recent years that drives incentive payouts includes one‑year PSU TSR percentiles of 50th (2024), 100th (2023), 83.33rd (2022), 91.67th (2021), and 90th (2020), with 2022 PSUs paying out at 183.33% of target, reflecting outperformance versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marathon Petroleum Corporation | Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary | Prior to Jan 1, 2024 | Led securities reporting, governance, compliance; corporate secretary functions; promoted to CLO & Corporate Secretary Jan 2024 |
External Roles
No external directorships or public company roles disclosed for Benson in the 2025 proxy.
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Eligible Earnings | Target Bonus ($) | Final Award % of Target | Final Award ($) |
|---|---|---|---|---|---|
| 2024 | 650,000 | 90% | 585,000 | 156.34% | 914,600 |
| 2024 Summary Compensation | Amount ($) |
|---|---|
| Salary | 650,000 |
| Stock Awards (grant-date fair value) | 2,077,884 |
| Non-Equity Incentive (ACB) | 914,600 |
| Change in Pension Value | 167,578 |
| All Other Compensation | 101,554 |
| Total | 3,911,616 |
| 2024 Perquisites & Company Contributions | Amount ($) |
|---|---|
| Company physical | 4,806 |
| Tax & financial planning stipend | 15,000 |
| Company contributions to defined contribution plans | 81,343 |
| Other | 405 |
| Total All Other Compensation | 101,554 |
Performance Compensation
| 2024 Annual LTI Target Mix | MPC PSUs ($) | MPC RSUs ($) | MPLX Phantom Units ($) | Total 2024 LTI Target ($) |
|---|---|---|---|---|
| Benson | 1,080,000 | 360,000 | 360,000 | 1,800,000 |
- RSUs generally vest in equal installments on the first, second, and third anniversaries; PSUs vest following a 36‑month performance period and are settled in cash with payouts 0–200% based on relative TSR; MPLX phantom units vest ratably over three years and settle in common units with distribution equivalents paid at vesting .
| 2024 ACB Financial Metrics (80% weight overall) | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Result | Payout Contribution |
|---|---|---|---|---|---|---|
| Relative Adjusted EBITDA per Barrel | 30% | 30th percentile | 50th percentile | 100th percentile | 100th percentile | 60.00% |
| ACB Adjusted EBITDA (in $mm) | 20% | 9,487 | 12,649 | 15,811 | 9,664 (52.80% of target) | 10.56% |
| MPLX DCF per Unit | 20% | 4.70 | 5.22 | 5.74 | 5.70 (192.31% of target) | 38.46% |
| Refining & Corporate Costs (in $mm) | 10% | 6,858 | 6,532 | 6,205 | 6,456 (123.24% of target) | 12.32% |
| Total Financial Performance Achieved | 121.34% |
| 2022 PSUs Certification (performance period Jan 1, 2022–Dec 31, 2024) | Value |
|---|---|
| MPC PSU TSR | 139.72% |
| Relative Position vs Peer Group (of 13) | 2nd |
| PSU TSR Performance Percentile | 91.67th |
| Payout Percentage (% of Target) | 183.33% |
| Benson – Target Award ($) | 420,000 |
| Benson – Target Units (#) | 5,423 |
| Performance-Adjusted PSUs (#) | 9,942 |
| MPC Closing Share Price on Certification ($) | 154.31 |
| Payout ($) | 1,534,150 |
Equity Ownership & Alignment
| Ownership and Outstanding Awards (as of Dec 31, 2024 unless noted) | Shares/Units | Value ($) | Notes |
|---|---|---|---|
| MPC Common Stock Beneficially Owned (Feb 1, 2025) | 54,947 | — | Less than 1% of shares outstanding; includes 3,449 RSUs; none pledged |
| MPLX Common Units Beneficially Owned (Feb 1, 2025) | 35,419 | — | Less than 1% of units outstanding |
| MPC RSUs – Unvested | 3,449 | 481,136 | Market value as of 12/31/2024 |
| MPC PSUs – Unearned (target) | 10,269 | 2,865,051 | Market/payout value of unearned shares/units |
| MPLX Phantom Units – Unvested | 13,286 | 635,868 | Valued at MPLX unit price |
| Stock Options – Exercisable (Grant 3/1/2019) | 10,879 | — | Strike $62.68; Exp. 3/1/2029 |
| Stock Options – Exercisable (Grant 3/1/2020) | 17,196 | — | Strike $47.73; Exp. 3/1/2030 |
| Options Exercisable within 60 days (Feb 1, 2025) | 28,075 | — | Included in beneficial ownership calculation |
| 2024 Vesting Activity – MPC RSUs | 3,118 | 569,868 | Vested and value realized |
| 2024 Vesting Activity – MPLX Phantom Units | 5,083 | 201,382 | Vested and value realized |
- Stock ownership guidelines: Chief Officers must hold MPC stock equal to 2.5× base salary; executives have five years to reach compliance and all NEOs either meet or are on track; RSUs count toward compliance .
- Hedging and pledging: Prohibited for directors and officers; policy ensures executives bear full stock ownership risk; proxy states none of the disclosed shares are pledged .
- 10b5‑1 trading plan: Benson adopted a Rule 10b5‑1 plan on May 14, 2025 providing for potential sale of 10,879 shares between Aug 14, 2025 and Aug 14, 2026 (indicative of systematic selling pressure) .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreements | MPC generally does not enter into employment or severance agreements with NEOs |
| Change-in-Control (CIC) Severance | Double trigger; cash severance equal to 3× (current annual base salary + current target annual cash bonus), plus 18 months of COBRA premiums; accelerated vesting of outstanding LTI awards upon CIC with qualified termination |
| Benson – Hypothetical CIC with Qualified Termination (as of 12/31/2024) | Severance $3,705,000; Life/Health Benefits $14,116; Total $3,719,116 (nonforfeitable LTI awards not included per footnotes) |
| Termination Allowance Plan | If terminated without cause, eligible for general plan paying 8–62 weeks of salary; prorated ACB bonus; unvested LTI generally forfeited unless award terms provide otherwise |
| Retirement Eligibility | Retirement generally at age 50 with ≥10 years vesting service; Benson retirement‑eligible; bonus in year of retirement prorated; LTI generally forfeited at retirement except mandatory retirement vests in full |
| Clawback Policies | NYSE‑compliant restatement clawback for prior 3 fiscal years; additional policy allows recovery for misconduct causing restatement, fraud/embezzlement, or intentional misconduct causing reputational harm with material financial impact |
| Tax Gross‑Ups | No excise tax gross‑ups; no perquisite tax gross‑ups (e.g., aircraft personal use) except limited relocation circumstances |
Investment Implications
- Pay‑for‑performance alignment: Benson’s incentive mix is heavily equity‑based with 60% PSUs linked to 3‑year relative TSR; strong recent PSU payouts (183.33% of target for 2022 cycle) and high 2023 one‑year TSR percentile support alignment with shareholder returns .
- Performance drivers and payout sensitivity: 2024 ACB metrics produced 121.34% financial performance and a 156.34% final award for Benson; future payouts will be sensitive to relative EBITDA per barrel, MPLX DCF/unit, and cost control execution .
- Retention and selling pressure: Benson is retirement‑eligible and has significant unvested RSUs and phantom units vesting over three years, aiding retention; however, her Rule 10b5‑1 plan for potential sale of 10,879 shares through Aug 2026 may create steady insider selling pressure to monitor .
- Governance and risk: Double‑trigger CIC terms (3× salary+bonus) and robust clawbacks, plus anti‑hedging/pledging and ownership guidelines, lower governance risk; no tax gross‑ups are shareholder‑friendly .
- Trading signals: Watch for Form 4 activity under the 10b5‑1 plan, upcoming PSU certifications for 2023–2024 grants, and ACB metric disclosures each year to gauge momentum in payouts versus operational performance .