Marathon Petroleum

On March 2, 2022, Raymond L. Brooks, Executive Vice President, Refining, of Marathon Petroleum Corporation (the “Company”), notified the Company of his intention to retire from the Company, following over 43 years of service, to be effective September 9, 2022.

Appointment of Principal Accounting Officer On July 30, 2021, the board of directors of Marathon Petroleum Corporation (the “Company”) appointed C. Kristopher Hagedorn as Senior Vice President and Controller effective September 1, 2021. In this capacity, Mr. Hagedorn will be the Company’s principal accounting officer. Mr. Hagedorn, 45, has served as Vice President and Controller of MPLX GP LLC (“MPLX”), the general partner of MPLX LP and an indirect, wholly owned subsidiary of the Company, since October 2017. Prior to joining MPLX, he was Vice President and Controller at CONSOL Energy Inc., a Pennsylvania-based coal producer and exporter, beginning in 2015, Assistant Controller beginning in 2014 and Director, Financial Accounting, beginning in 2012. Mr.

The term of the unpaid advisory service of Donald C. Templin, former Executive Vice President and Chief Financial Officer, will conclude on August 1, 2021.

Upon the Closing, Timothy T. Griffith, President, Speedway LLC, ceased to serve as an officer and an employee of the Company. In anticipation of the Closing and pursuant to the terms of the Purchase Agreement, on May 12, 2021, certain actions were taken by the Compensation and Organization Development Committee of the MPC Board of Directors to modify vesting and settlement provisions for certain MPC long-term incentive compensation awards held by Speedway employees. Consistent with the terms of the Purchase Agreement, to the extent not previously vested, Mr. Griffith’s outstanding 2020 equity and equity-based awards with respect to the Company’s common stock became fully vested and any applicable performance metrics for incomplete periods were deemed met at the target level of achievement and the resulting payout value correspondingly determined at the target level with respect to Mr.

On April 28, 2021, Marathon Petroleum Corporation (the “Corporation”) held its 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). At the 2021 Annual Meeting, the Corporation’s shareholders approved the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “2021 Plan”). The Board of Directors of the Corporation had previously adopted and approved the 2021 Plan on February 24, 2021, subject to shareholder approval. The 2021 Plan replaces the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan, as amended (the “Prior Plan”). The Prior Plan expires according to its terms on April 25, 2022.

On January 13, 2021, Marathon Petroleum Corporation (the “Company”) announced the appointment of Maryann T. Mannen to serve as its Executive Vice President and Chief Financial Officer effective January 25, 2021. In this capacity, Ms. Mannen will be the Company’s principal financial officer. Ms. Mannen, 58, previously served as Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a global leader in subsea, onshore/offshore, and surface projects for the energy industry, from January 2017 to January 2021. From March 2014 to January 2017, she served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. As Chief Financial Officer, she was responsible for the overall financial management of TechnipFMC, its financial reporting and for multiple corporate functions. Prior to serving as Chief Financial Officer, Ms.

As previously announced, on August 2, 2020, Marathon Petroleum Corporation (the “Company”) entered into a purchase and sale agreement (the “Purchase Agreement”) with certain of its subsidiaries set forth therein (collectively, “Sellers”) and 7-Eleven, Inc. (“Purchaser”), pursuant to which the Sellers have agreed to transfer the assets and liabilities constituting the Company’s convenience store business (the “Business”) to Purchaser for a purchase price of $21 billion, subject to certain adjustments (the “Transaction”). In connection with the Transaction, on November 13, 2020, Speedway LLC (“Speedway”), a wholly-owned subsidiary of the Company, entered into a retention letter agreement (the “Letter Agreement”) with Timothy T. Griffith, the President of Speedway. The Letter Agreement provides that Mr.

On November 11, 2020, Donald C. Templin, Executive Vice President and Chief Financial Officer of Marathon Petroleum Corporation (the “Company”), notified the Company of his intention to retire from the Company effective in January 2021. A search to identify the Company’s next Chief Financial Officer is ongoing.

As previously disclosed on a Current Report on Form 8-K filed by Marathon Petroleum Corporation (the “Corporation”) with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2020, in connection with his retirement, Gary R. Heminger did not stand for re-election as a member of the Corporation’s Board of Directors (the “Board”) at the Corporation’s 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”), which was held on April 29, 2020. Consequently, Mr. Heminger ceased to serve as the Executive Chairman and a member of the Board as of the conclusion of the 2020 Annual Meeting. On April 29, 2020, the Board, following the conclusion of the 2020 Annual Meeting, (x) appointed Michael J.

On March 17, 2020, the board of directors of Marathon Petroleum Corporation (the “Company”) appointed Michael J. Hennigan as President and Chief Executive Officer of the Company, effective immediately. In this capacity, Mr. Hennigan will be the Company’s principal executive officer. Following the Company’s 2020 annual meeting of shareholders (the “2020 Annual Meeting”), Mr. Hennigan will join the Company’s board of directors as a Class I director with a term expiring at the Company’s 2021 annual meeting of shareholders. Effective immediately, Gary R. Heminger no longer serves as Chief Executive Officer of the Company. Mr. Heminger continues to serve as the executive Chairman of the Company’s board of directors until the conclusion of the 2020 Annual Meeting. As previously disclosed in connection with his retirement, Mr.

The information set forth in Item 1.01 above is hereby incorporated into this

Board and Management Changes On October 29, 2019, Gary R. Heminger notified the Marathon Petroleum Corporation (“MPC”) board of directors of his intention to retire as Chairman and Chief Executive Officer effective upon the conclusion of MPC’s 2020 annual meeting of shareholders (the “2020 Annual Meeting”). Mr. Heminger will not stand for reelection at the 2020 Annual Meeting. MPC’s board of directors has formed a special committee of independent directors to conduct a search for his successor. On October 29, 2019, Gregory J. Goff notified MPC’s board of directors of his intention to retire as Executive Vice Chairman effective December 31, 2019. Pursuant to the terms of the previously disclosed letter agreement, effective October 1, 2018, between Mr. Goff and MPC, Mr.

On June 20, 2019, Marathon Petroleum Corporation (“MPC”) announced a series of executive changes. Timothy T. Griffith, currently MPC's Senior Vice President and Chief Financial Officer, has been appointed as MPC's President, Speedway LLC, effective July 1, 2019. Mr. Griffith will succeed Anthony R. Kenney who will retire later this year. Mr. Kenney will become Executive Vice President supporting the Speedway transition and other strategic projects until his retirement. Upon the effectiveness of this appointment, Mr. Griffith will cease to serve as principal financial officer of MPC. Mr. Griffith will continue to receive compensation and benefits materially similar to those described in MPC’s definitive proxy statement for its 2019 annual meeting filed with the Securities and Exchange Commission (the "SEC") on March 14, 2019 (the “2019 Proxy Statement”).

Synergy Incentive Awards As previously disclosed, on November 8, 2018, Marathon Petroleum Corporation (the “Company”) established a special performance unit incentive program (the “Synergy Incentive Program”) and established performance targets for the bonus opportunities (“Synergy Incentive Awards”) to be granted thereunder. On January 26, 2019, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors approved Synergy Incentive Awards, effective February 1, 2019, for certain executive officers of the Company. In general, the bonuses that may be earned under the Synergy Incentive Awards (“Synergy Bonuses”) are payable in cash upon the achievement of specified, previously disclosed amounts of cumulative annual gross synergies (“Achieved Synergies”).

Marathon Petroleum Corporation (the “Company”) completed its acquisition of Andeavor on October 1, 2018. As previously disclosed, within three years of the acquisition closing, the Company expects to realize at least $1 billion in annual gross run-rate synergies in connection with the integration of Andeavor into the Company’s business. On November 8, 2018, based on information considered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company with respect to a proposed special performance unit incentive program (“Synergy Incentive Program”) for the Company’s executive officers and other senior employees, a subcommittee of the Committee, pursuant to authority delegated to it by the Committee, established the Synergy Incentive Program and established performance targets for the bonus opportunities (“Synergy Bonuses”) to be granted thereunder.

Effective October 1, 2018, pursuant to the terms of the Merger Agreement, the MPC Board of Directors (the “MPC Board”) increased its size from ten members to twelve members and appointed Edward G. Galante, Gregory J. Goff, Kim K.W. Rucker and Susan Tomasky as directors (the “New MPC Directors”). The MPC Board determined that the New MPC Directors, other than Mr. Goff, met the independence requirements under the rules of the New York Stock Exchange and MPC’s independence standards. Mr. Goff and Ms. Tomasky have been appointed as Class I directors with terms expiring in 2021. Mr. Galante and Ms. Rucker have been appointed as Class II directors with terms expiring in 2019. Ms. Tomasky will serve as chair of the audit committee, Mr.

On August 10, 2018, Marathon Petroleum Corporation (“MPC”) announced that C. Michael Palmer, Senior Vice President, Supply, Distribution, and Planning, and a named executive officer in MPC’s 2018 annual meeting proxy statement, will retire effective January 1, 2019. Mr. Palmer has also been named executive vice president, effective upon the closing of the pending merger pursuant to which MPC has agreed to acquire all of Andeavor’s outstanding shares. As previously disclosed, the merger is expected to close October 1, 2018.

On May 30, 2017, the board of directors of the Marathon Petroleum Corporation (the “Company”) appointed Donald C. Templin to serve as president of the Company, effective July 1, 2017. Mr. Templin, age 53, currently serves as executive vice president of the Company and president of MPLX GP LLC, the general partner (the “General Partner”) of MPLX LP (the “Partnership”). Mr. Templin joined the Company as senior vice president and chief financial officer in June 2011. Mr. Templin was appointed vice president, chief financial officer and elected a member of the board of directors of the General Partner in June 2012. He was appointed executive vice president of the General Partner and executive vice president, supply, transportation and marketing of the Company in March 2015, and assumed his current positions in January 2016. Mr.

On March 15, 2017, Marathon Petroleum Corporation ("MPC") announced that Randy S. Nickerson, Executive Vice President, Corporate Strategy, and a named executive officer in MPC's 2016 proxy statement, will retire effective April 1, 2017.

On February 22, 2017, the Board appointed Mr. Stice to serve as a member of the Audit Committee and the Corporate Governance and Nominating Committee of the Board, effective April 26, 2017.

On January 27, 2017, the Board of Directors (the “Board”) of Marathon Petroleum Corporation (the “Company”) increased the size of the Board to twelve members and elected J. Michael Stice as a director of the Company, with such increase in the size of the Board and election effective as of February 22, 2017. As of the date hereof, the Board has not determined any committee appointments for Mr. Stice. As a non-employee director, Mr. Stice will receive compensation in the same manner as the Company’s other non-employee directors. The Company previously disclosed the terms of non-employee director compensation in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 15, 2016.

On September 29, 2016, the Board of Directors (the “Board”) of Marathon Petroleum Corporation (the “Company”) increased the size of the Board to eleven members and elected Mr. Abdulaziz F. Alkhayyal as a director of the Company, with such increase in the size of the Board and election effective as of October 26, 2016. Mr. Alkhayyal was appointed to serve on the Board’s Audit Committee and Corporate Governance and Nominating Committee, also effective October 26, 2016. As a non-employee director, Mr. Alkhayyal will receive compensation in the same manner as the Company’s other non-employee directors. The Company previously disclosed the terms of non-employee director compensation in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 15, 2016.

As previously disclosed by Marathon Petroleum Corporation (the “Company”), Richard D. Bedell, Senior Vice President, Refining, will retire on March 1, 2016. In light of Mr. Bedell’s thirty-six years of service to the Company and its predecessors and his significant contributions and leadership, on February 23, 2016, the Company took action to accelerate the vesting of his unvested restricted stock and MPLX LP phantom units that would otherwise be forfeited upon his retirement.

On January 7, 2016, Marathon Petroleum Corporation (“MPC”) announced that Richard D. Bedell, Senior Vice President, Refining, and a named executive officer in MPC’s 2015 proxy statement, will retire effective March 1, 2016.