8-KLeadership Changes

Marathon Petroleum Corp 8-K Report, Executive Changes (Jan 31, 2024)

Filed January 31, 2024For Securities:MPC

Summary

Marathon Petroleum Corporation (MPC) announced a strategic expansion of its Board of Directors, effective March 1, 2024. The Board's size has been increased to thirteen members with the election of two new independent directors, Ms. Eileen P. Drake and Ms. Kimberly N. Ellison-Taylor. This move signals a commitment to strengthening governance and potentially bringing in new expertise to guide the company's strategic direction. Ms. Drake has been appointed to the Compensation and Organization Development Committee and the Sustainability and Public Policy Committee, indicating a focus on executive compensation and environmental, social, and governance (ESG) matters. Ms. Ellison-Taylor joins the Audit Committee and the Corporate Governance and Nominating Committee, suggesting an emphasis on financial oversight and board structure. Both new directors will be compensated in line with existing non-employee director compensation policies.

Key Highlights

  • 1Board size increased to thirteen members.
  • 2Two new independent directors, Ms. Eileen P. Drake and Ms. Kimberly N. Ellison-Taylor, elected.
  • 3Director appointments and board size increase are effective March 1, 2024.
  • 4Ms. Drake appointed to Compensation and Organization Development and Sustainability and Public Policy Committees.
  • 5Ms. Ellison-Taylor appointed to Audit and Corporate Governance and Nominating Committees.
  • 6New directors will receive compensation consistent with current non-employee director policies.

Frequently Asked Questions

Marathon Petroleum has expanded its Board of Directors to thirteen members and elected two new directors. This action is likely intended to enhance board oversight, diversity of experience, and strategic guidance for the company.

Ms. Eileen P. Drake will serve on the Compensation and Organization Development Committee and the Sustainability and Public Policy Committee. Ms. Kimberly N. Ellison-Taylor will serve on the Audit Committee and the Corporate Governance and Nominating Committee.

The increase in board size and the election of Ms. Drake and Ms. Ellison-Taylor as directors are effective as of March 1, 2024.

Ms. Drake and Ms. Ellison-Taylor, as non-employee directors, will receive compensation in the same manner as the Company's other non-employee directors, as previously disclosed in MPC's March 13, 2023, proxy statement.