Board Justification

The compensation program is designed to reflect a strong alignment between our NEOs’ interests and our shareholders’ interests, which the Compensation and Organization Development Committee believes is a key component of a successful executive compensation program. We achieve this alignment by: Structuring a significant portion of our executives’ target pay in the form of long-term, equity-based compensation. Tying our MPC performance-based long-term incentive awards to a three-year relative TSR measure. Maintaining significant stock ownership requirements to help ensure our executives hold a meaningful amount of our stock.

Board Justification

The Compensation and Organization Development Committee certified the overall performance achieved under the 2024 ACB program at 156.34%. Ms. Mannen recommended that she receive no credit in her individual payout for the non-financial safety performance measure.

Board Justification

Includes personal use of corporate aircraft, company physicals, tax and financial planning, and company contributions to defined contribution plans.

Board Justification

RSUs generally vest in equal installments on the first, second and third anniversaries of the grant date and are settled in MPC common stock. Unvested RSUs accrue dividend equivalents, which are paid on the scheduled vesting dates.