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Marathon Petroleum 8-K Report, Executive Changes (Dec 18, 2025)

Reports
Leadership Changes·Other Events·Exhibits & Filings
Filing Date
Filed December 18, 2025
Period End
December 12, 2025
Security
MPC
In the record · 2016–202610-K1110-Q338-K156

MPC filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 156 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · May ’19May ’19
  2. Deal closed8-K · May ’21May ’21
  3. Leadership change8-K · Jan ’23Jan ’23
  4. Leadership change8-K · Oct ’26Oct ’26

Summary

Summary of the 8-K filed December 18, 2025. Cited figures are marked; the original filing is the authoritative source.

Marathon Petroleum Corp. (NYSE: MPC) announced on December 18, 2025 that Maria A.

Khoury will join as Executive Vice President and Chief Financial Officer effective January 19, 2026, succeeding John J. Quaid, who will remain with the company in a non-executive transitional role. The filing is primarily a leadership-change disclosure under Item 5.02, with the press release furnished as Exhibit 99.1.

It does not contain new financial results, guidance, or changes to capital return programs, so the announcement's direct financial impact on reported numbers is limited. Khoury brings roughly 25 years of finance experience, most recently as Vice President and Group CFO for Biotechnology and Life Sciences at Danaher (Cytiva and Pall Life Sciences) since 2021. She previously held CFO and finance leadership roles at GE Oil & Gas (including CFO of the Oil Field Services division and Drilling and Surface division, per differing descriptions in the filing and press release) and in GE's financial planning, treasury, and capital functions.

Her energy-sector background is limited to the GE Oil & Gas period from 2010 to 2017, so investors may watch how she approaches a downstream and midstream business of MPC's scale, including refining capital allocation and MPLX-related coordination. Compensation is set at an $800,000a base salary, a target annual cash bonus of 100% of base, a 2026 long-term incentive target of $2.4 million, and a one-time RSU grant valued at $275,000 that vests in three annual installments starting on the first anniversary. The RSU grant is intended to offset equity forfeited at her prior employer.

CEO Maryann Mannen, who is described as Chairman-elect, President and CEO, framed the hire as supporting capital allocation, cash generation, and capital returns. The transition timing gives Quaid a defined period to hand over responsibilities before Khoury takes over on January 19, 2026.

Key Highlights

  1. New CFO appointment: Maria A. Khoury becomes EVP and Chief Financial Officer effective January 19, 2026, and will serve as principal financial officer.
  2. Predecessor transition: John J. Quaid steps down as CFO on the effective date but will remain with MPC in a non-executive role for a transition period.
  3. Background: Khoury has about 25 years of finance experience, including Danaher's Group CFO role for Biotechnology and Life Sciences since 2021 and multiple GE finance leadership positions, including GE Oil & Gas.
  4. Base compensation: $800,000 annual base salary with a target annual cash bonus of 100% of base salary tied to ACB program performance goals.
  5. Equity compensation: 2026 LTI target award of $2.4 million, plus a one-time RSU grant valued at $275,000 vesting in three equal annual installments beginning on the first anniversary.
  6. Strategic messaging: Management tied the appointment to capital allocation, growth, financial planning, risk management, cash generation, and capital returns.
  7. No new financial results or guidance: The filing does not include updated earnings, guidance, or changes to capital return programs.

Frequently Asked Questions

  1. When does the CFO change take effect and who is leaving?

    The change takes effect January 19, 2026. John J. Quaid ceases to be EVP and CFO on that date but will remain with the company in a non-executive role during a transition period.

  2. What is Maria Khoury's relevant experience for MPC?

    Khoury has about 25 years of finance experience, most recently as Vice President and Group CFO for Biotechnology and Life Sciences at Danaher since 2021. Her earlier roles include CFO and finance leadership positions at GE Oil & Gas from 2010 to 2017 and financial planning and treasury roles at GE from 1999 to 2010. Her energy-sector experience is concentrated in the GE Oil & Gas period, while her most recent experience is in life sciences.

  3. How is Khoury being compensated?

    Her annual base salary is $800,000, with a target annual cash bonus equal to 100% of base salary based on performance against ACB goals. Her 2026 LTI target award is $2.4 million. She also receives a one-time RSU grant valued at $275,000, vesting in three substantially equal annual installments starting on the first anniversary of the grant, intended to replace equity she forfeits by leaving her current employer.

  4. Does this announcement change MPC's financial outlook or capital return plans?

    No. The 8-K and press release do not include updated financial results, guidance, or changes to capital return programs. The filing focuses on the executive appointment and related compensation. Investors should look to MPC's periodic SEC reports and earnings communications for financial updates.

  5. What do the filings say about the reasons for the appointment?

    CEO Maryann Mannen said Khoury's financial operations expertise and industry experience will strengthen the executive team as MPC pursues its strategic objectives. She cited Khoury's capabilities in capital allocation, growth, financial planning, and risk management as supporting MPC's goal of delivering industry-leading cash generation and capital returns.