MARATHON PETROLEUM CORP (MPC)
Sector: Energy
2026 Annual Meeting Analysis
MARATHON PETROLEUM CORP · Meeting: April 29, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors (Class III)
Mannen joined the board in 2024 (within 24 months of the meeting), making her exempt from the TSR trigger; she has no overboarding issues, attended 100% of meetings, and brings strong relevant experience as CEO of MPC.
Paterson joined the board in 2024 (within 24 months of the meeting), making her exempt from the TSR trigger; she has no overboarding issues, attended 100% of meetings, and brings relevant CEO and operational experience.
Stice has served since 2017 and MPC's 3-year TSR of +97.2% outperforms the peer group median by +56.9pp, which does not meet the 65pp underperformance threshold required to trigger a vote against for strong-positive TSR companies; no overboarding or attendance concerns.
Surma has served since 2011 and MPC's 3-year TSR of +97.2% outperforms the peer group median by +56.9pp, which does not meet the 65pp underperformance threshold required to trigger a vote against for strong-positive TSR companies; no overboarding or attendance concerns, and he holds 3 public board seats within the policy limit.
All four Class III nominees receive a FOR vote. MPC's 3-year total shareholder return of +97.2% outperforms the company's disclosed peer group median by +56.9 percentage points. Under our policy, for companies with strong positive absolute returns (above +20%), the underperformance threshold to trigger a vote against directors is 65 percentage points — a gap MPC does not come close to reaching. Two nominees (Mannen and Paterson) joined in 2024 and are additionally exempt from the TSR trigger as new directors. All directors attended 100% of meetings in 2025, and no director exceeds the four-board overboarding limit.
Say on Pay
✓ FORCEO
Maryann T. Mannen
Total Comp
$19,016,261
Prior Support
93%%
CEO total compensation of approximately $19 million is reasonable for a large-cap energy company of MPC's scale ($71 billion market cap), and the pay structure is heavily performance-oriented — 92% of the CEO's total pay is at-risk and 61% is explicitly performance-based, well above the 50-60% threshold our policy requires. The annual cash bonus payout of 143% of target reflects genuine strong performance: MPC achieved an 83rd-percentile ranking on adjusted EBITDA per barrel versus peers and a 3-year total shareholder return of 67%, placing it at the 83rd percentile of its long-term incentive peer group. Shareholders affirmed this program with 93% support at the 2025 annual meeting, and the program includes robust clawback provisions, stock ownership requirements, and no problematic features such as guaranteed bonuses or excise tax gross-ups.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
15 yrs
Audit Fees
$11,048,000
Non-Audit Fees
$372,000
PwC has served as MPC's auditor since 2010 (approximately 15 years), well below the 25-year tenure threshold that would trigger concern. Non-audit fees of $372,000 (audit-related fees of $370,000 plus $2,000 in other fees) represent only about 3.4% of core audit fees of $11,048,000, far below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm fully appropriate for a company of MPC's size and complexity.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Approve an Amendment to the Certificate of Incorporation to Declassify the Board of Directors
This is a board-proposed amendment to move from a classified board (where directors serve staggered three-year terms) to an annual election structure for all directors by 2029 — a mainstream governance improvement that gives shareholders more regular opportunities to hold individual directors accountable. Declassification is widely recognized as a pro-shareholder governance change, and the board has been persistently bringing this to shareholders since 2021, demonstrating genuine commitment. Shareholders should support this proposal to finally clear the 80% threshold needed to make the change effective.
Proposal 5
Approve an Amendment to the Certificate of Incorporation to Eliminate Supermajority Provisions
This is a board-proposed amendment to eliminate provisions in MPC's charter that currently require 80% of all outstanding shares to approve certain charter changes or remove a director — a very high bar that effectively entrenches the status quo and makes it extremely difficult for shareholders to effect change. Replacing this with a simple majority standard is a clear pro-shareholder improvement that reduces unnecessary barriers to corporate accountability. The board has submitted this proposal every year since 2021 and is responding directly to meaningful shareholder support for a 2025 proposal on this topic; shareholders should support this amendment to finally achieve the required 80% approval threshold.
Overall Assessment
MPC's 2026 proxy ballot is straightforward with no significant governance concerns — the company has delivered exceptional shareholder returns (97% over three years, outperforming energy peers), runs a well-structured pay program with 92% of CEO pay at-risk, employs a well-tenured Big 4 auditor at a modest fee level, and is proposing two meaningful pro-shareholder governance improvements by declassifying its board and eliminating supermajority voting requirements that have blocked these same reforms since 2021. All five proposals warrant a FOR vote.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing