Timothy Aydt
Marathon PetroleumAbout Timothy J. Aydt
Timothy J. Aydt is Executive Vice President, Refining at Marathon Petroleum Corporation (MPC), appointed effective October 2022; he is 61 years old as of February 1, 2025, with nearly four decades of credited service at MPC (39.58 years), reflecting deep operational tenure across refining and midstream roles . His prior roles include EVP & Chief Commercial Officer of MPLX (Aug 2020–Oct 2022), VP Business Development (Nov 2018–Aug 2020), VP Operations & President of Marathon Pipe Line LLC (Jan 2017–Nov 2018), Terminal, Transport & Rail General Manager (2013–2017), and Project Director for the $2.2 billion Detroit Heavy Oil Upgrade Project (2008–2013) . Company performance under the incentive framework he participates in has been strong: 2024 net income of $3.4B, adjusted EBITDA of $11.3B, net cash from operations of $8.7B, refining utilization of 92%, capture of 99%, and three-year PSU TSR of ~140% at the 92nd percentile versus peers; the 2024 ACB financial metrics achieved 121.34% of target, and the 2022 PSU cycle paid out at 183.33% of target, with Aydt’s cash-settled PSU payout of $3,068,146 in January 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MPC | Executive Vice President, Refining | Oct 2022–Present | Executive leadership of refining operations |
| MPLX LP | EVP & Chief Commercial Officer | Aug 2020–Oct 2022 | Commercial leadership across midstream; alignment with MPLX unitholder value |
| MPC | Vice President, Business Development | Nov 2018–Aug 2020 | Corporate growth initiatives and portfolio development |
| Marathon Pipe Line LLC (MPC subsidiary) | Vice President, Operations & President | Jan 2017–Nov 2018 | Operations leadership across pipeline assets |
| MPC | Terminal, Transport & Rail General Manager | 2013–2017 | Logistics and supply chain oversight |
| MPC | Project Director, Detroit Heavy Oil Upgrade Project ($2.2B) | 2008–2013 | Directed major downstream capex and complexity upgrade |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MPLX LP (public MLP; ~64% owned by MPC at 12/31/2024) | EVP & Chief Commercial Officer | Aug 2020–Oct 2022 | Midstream commercial strategy; supports MPLX distributable cash flow objectives |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 612,849 | 834,027 | 879,180 |
| Stock Awards ($) | 1,591,599 | 2,901,619 | 3,462,987 |
| Non-Equity Incentive (ACB) ($) | 1,158,600 | 1,372,100 | 1,391,400 |
| Change in Pension Value ($) | 37,080 | — | 331,938 |
| All Other Compensation ($) | 122,213 | 162,910 | 182,385 |
| Total ($) | 3,522,341 | 5,270,656 | 6,247,890 |
- 2024 base salary set at $890,000 (from $845,000; +5.3%) effective March 29, 2024 as part of merit program; prior salary $845,000 .
- 2024 ACB target bonus opportunity: 100% of eligible earnings .
Performance Compensation
Annual Cash Bonus (ACB) — 2024 Design and Results
| Financial Metric (80% total) | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual | Perf Achieved |
|---|---|---|---|---|---|---|
| Relative Adjusted EBITDA per Barrel | 30% | 30th percentile of peers | 50th percentile of peers | 100th percentile of peers | 100th percentile | 200.00% of target |
| ACB Adjusted EBITDA ($mm) | 20% | $9,487 | $12,649 | $15,811 | $9,664 | 52.80% of target |
| MPLX DCF per Unit | 20% | $4.70 | $5.22 | $5.74 | $5.70 | 192.31% of target |
| Refining & Corporate Costs ($mm) | 10% | $6,858 | $6,532 | $6,205 | $6,456 | 123.24% of target |
| Total Financial Performance | 80% | — | — | — | — | 121.34% |
| ACB Outcome for Aydt (2024) | Eligible Earnings ($) | Target Bonus (%) | Target Bonus ($) | Final Award (% of Target) | Final Award ($) |
|---|---|---|---|---|---|
| Executive Vice President, Refining | 890,000 | 100% | 890,000 | 156.34% | 1,391,400 |
- Non-financial measures (20%) include safety, environmental stewardship, and human capital; CEO electively reduced her non-financial payout credit, but non-financial details by NEO are not itemized; Aydt’s final ACB reflects Committee assessments per program rules .
Long-Term Incentives (LTI) — 2024 Target Mix and Grants
| 2024 LTI Target Mix | MPC PSUs ($) | MPC RSUs ($) | MPLX Phantom Units ($) | Total LTI Target ($) |
|---|---|---|---|---|
| Target values (60%/20%/20%) | 1,800,000 | 600,000 | 600,000 | 3,000,000 |
| 2024 Grants of Plan-Based Awards (Aydt) | Grant Date | Count | Grant Date Fair Value ($) |
|---|---|---|---|
| MPC RSUs | 3/1/2024 | 3,555 | 615,762 |
| MPC PSUs (target) | 3/1/2024 | 5,333 | 2,240,073 |
| MPLX Phantom Units | 3/1/2024 | 15,568 | 607,152 |
| ACB (non-equity plan) | — | — | Target $890,000; Max $1,780,000 |
- PSUs are cash-settled after a 3-year performance period based on MPC relative TSR vs a peer group; payout capped at 100% when MPC’s PSU TSR is negative, enhancing downside alignment .
PSU Payout — 2022 Cycle (Certified Jan 2025)
| PSU Cycle | PSU TSR (%) | Peer Rank | Percentile | Payout (% of Target) |
|---|---|---|---|---|
| Jan 1, 2022–Dec 31, 2024 | 139.72 | 2nd of 13 | 91.67th | 183.33% |
| Aydt — 2022 PSU Payout Details | Target Award ($) | Target PSUs (#) | Payout (%) | Perf-Adjusted PSUs (#) | MPC Share Price on Cert ($) | Payout ($) |
|---|---|---|---|---|---|---|
| Certified Jan 2025 | 840,000 | 10,845* | 183.33% | 19,883 | 154.31 | 3,068,146 |
- Target PSUs determined by dividing target value by 30-day average MPC closing price ($77.46) before grant (Mar 1, 2022) .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 1, 2025)
| Security | Amount Beneficially Owned (#) | Shares/Units Outstanding (#) | Ownership (%) |
|---|---|---|---|
| MPC Common Stock | 14,514 | 313,805,638 | ~0.0046% (calculated from ) |
| MPLX Common Units | 55,956 | 1,016,599,461 | ~0.0055% (calculated from ) |
- RSUs counted for ownership compliance: Aydt held 7,040 MPC RSUs outstanding at year-end 2024; none of the shares/units in the table are pledged .
- Stock ownership guidelines: Executive Vice Presidents must hold 4x base salary in MPC stock; compliance is reviewed annually and all NEOs meet or are on track within five years .
Outstanding Unvested Awards at 12/31/2024
| Award Type | Grant Date | Unvested Units (#) | Vesting Dates |
|---|---|---|---|
| MPC RSUs | 3/1/2022 | 1,155 | 3/1/2025 |
| MPC RSUs | 3/1/2023 | 2,475 | 3/1/2025, 3/1/2026 |
| MPC RSUs | 3/1/2024 | 3,410 | 3/1/2025, 3/1/2026, 3/1/2027 |
| MPLX Phantom Units | 3/1/2022 | 2,738 | 3/1/2025 |
| MPLX Phantom Units | 3/1/2023 | 8,860 | 3/1/2025, 3/1/2026 |
| MPLX Phantom Units | 3/1/2024 | 14,934 | 3/1/2025, 3/1/2026, 3/1/2027 |
- RSUs and MPLX phantom units generally vest ratably over three years; options have not been granted since 2020 .
Vesting and Exercises
| Activity | 2023 | 2024 |
|---|---|---|
| MPC Options — Shares Acquired on Exercise (#) | 4,913 | — |
| MPC Options — Value Realized on Exercise ($) | 479,165 | — |
| MPC RSUs — Units Vested (#) | 3,384 | 3,936 |
| MPC RSUs — Value Realized on Vesting ($) | 432,078 | 674,447 |
| MPLX Phantom — Units Vested (#) | 7,238 | 10,739 |
| MPLX Phantom — Value Realized on Vesting ($) | 251,168 | 423,759 |
- Shares/units are sometimes withheld to cover taxes at vesting (e.g., Aydt: 145 MPC RSUs and 634 MPLX phantom units withheld in 2024), which can create incremental selling pressure around vest dates without open-market sales .
Hedging/Pledging and Alignment Policies
- MPC prohibits hedging and pledging by officers; this ensures executives bear full equity risk; none of the listed MPC/MPLX securities are pledged .
- Clawback policy covers both short- and long-term incentives with NYSE-compliant recovery for restatements; additional triggers include misconduct and reputational harm leading to material financial impact .
Employment Terms
Severance and Change-in-Control Economics (Aydt)
| Scenario | Severance ($) | Accelerated Vesting of RSUs/MPLX Units ($) | Accelerated Vesting of PSUs ($) | Life & Health Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control with Qualified Termination | 5,340,000 | — | — | 25,430 | 5,365,430 |
| Death | — | — | — | 1,780,000 | 1,780,000 |
- LTI amounts are shown only if they would vest as a direct result of the scenario; several awards for NEOs (including Aydt) have become nonforfeitable due to eligibility for an “Approved Separation,” so those awards are excluded from accelerated vesting values shown; RSUs/phantom units and PSUs are generally “double-trigger” on change of control .
- COBRA premiums for 18 months are included under change in control with qualified termination; life insurance proceeds shown for death .
Pension and Deferred Compensation
| Plan | Years of Credited Service (#) | Present Value of Accumulated Benefit ($) |
|---|---|---|
| Retirement Plan (tax-qualified defined benefit) | 39.58 | 569,936 |
| Excess Benefit Plan (nonqualified defined benefit portion) | 39.58 | 1,757,445 |
| Nonqualified Savings/Deferred Plans (Aggregate Balances as of 12/31/2024) | Balance ($) |
|---|---|
| Excess Benefit Plan | 187,595 |
| Deferred Compensation Plan | 160,773 |
| Executive Deferred Compensation Plan | 396,232 |
| MPC 2021 Incentive Compensation Plan | 32,531 |
| MPLX LP 2018 Incentive Compensation Plan | 116,284 |
- Cash balance retirement pay credits: Aydt received 11% of compensation in 2024 under plan formula; legacy retirement benefits were frozen in 2009; early retirement subsidies are detailed by age but not specific to Aydt’s elections .
Investment Implications
- Pay-for-performance alignment is strong. Aydt’s variable pay is driven by rigorous, pre-set financial metrics (e.g., relative adjusted EBITDA per barrel and MPLX DCF/unit) with 2024 financial performance at 121.34% and total bonus outcome of 156.34% of target; PSU design is tied to three-year relative TSR with caps when TSR is negative, and the 2022 cycle paid 183.33% of target (Aydt payout $3.07M cash) .
- Retention versus selling pressure. Unvested RSUs (7,040) and MPLX units (26,532) with scheduled vesting on 3/1/2025–2027 create retention hooks; however, vest events typically involve tax withholding (145 MPC RSUs, 634 MPLX units in 2024), causing mechanical share/unit sales or net-share settlement near vest dates; PSUs are cash-settled, mitigating incremental share supply from PSU payouts .
- Change-in-control economics. Aydt’s disclosed severance under a qualified termination in a CIC is $5.34M plus ~$25k in COBRA, with LTI generally double-triggered; several awards are nonforfeitable due to Approved Separation eligibility, reducing incremental CIC acceleration exposure shown in tables .
- Governance and alignment safeguards. Strict anti-hedging/pledging, robust clawbacks (including NYSE restatement recovery), high stock ownership requirements (EVP 4x salary), and strong 2024 say‑on‑pay support (92%) indicate low governance risk and sustained shareholder alignment .
- Ownership skin-in-the-game. Aydt’s direct MPC stake is modest at ~0.0046% of outstanding shares, complemented by RSUs and meaningful MPLX unit holdings; compliance with ownership guidelines is monitored annually, and all NEOs meet or are on track .
Overall, compensation outcomes tied to operational and capital efficiency metrics, layered with TSR-based PSUs and robust risk-mitigating policies, suggest incentive alignment with shareholder value. Watch for RSU and phantom unit vesting dates (3/1 annually) as potential technical supply events; PSU settlements are in cash, reducing equity overhang .