MPLX LP
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 11. Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation program and explains how and why 2025 compensation decisions were made for our named executive officers (our “NEOs”). We recommend this CD&A be read together with the tables and related disclosures in the “Executive Compensation Tables” section of this Item 11, beginning on page 137.
NAMED EXECUTIVE OFFICERS
Our NEOs for 2025 are:
| Name | Title |
|---|---|
| Maryann T. Mannen | President and CEO |
| Michael J. Hennigan | Executive Chairman |
| C. Kristopher Hagedorn | Executive Vice President and CFO |
| Molly R. Benson | Chief Legal Officer and Corporate Secretary |
| Gregory S. Floerke | Executive Vice President and Chief Operating Officer |
Ms. Mannen served as our President and CEO for all of 2025, and was elected to the additional role of Chairman of the Board effective January 1, 2026, succeeding Mr. Hennigan, who retired effective on that date.
COMPENSATION DECISIONS AND ALLOCATION
Compensation Allocation
We do not directly employ any of the personnel responsible for managing and operating our business, including our NEOs. Instead, we contract with MPC to provide the necessary personnel, all of whom are directly employed by MPC. Under the terms of an omnibus agreement, described in Item 8. Financial Statements and Supplementary Data, Note 6 of this report, we pay MPC a fixed amount in return for services provided by our NEOs, which totaled approximately $13.7 million for 2025. Although we report in this CD&A 100% of the compensation our NEOs receive for their service to MPC and its affiliates (including us), the only direct compensation we provide to our NEOs is in the form of MPLX phantom unit awards, which are described in detail in the “2025 Grants of Plan-Based Awards” table and accompanying narrative on page 139.
Compensation Decisions
We maintain the MPLX LP 2018 Incentive Compensation Plan (the “MPLX 2018 Plan”) for the benefit of eligible officers, employees and directors of our general partner and its affiliates, including MPC, who provide services to our business. The Compensation and Organization Development Committee of MPC’s Board of Directors (“MPC’s Compensation Committee”), currently comprised of five independent directors, recommends awards under the MPLX 2018 Plan for our NEOs, subject to approval by a committee of our Board comprised of the independent directors (the “MPLX Committee”), which typically considers such awards on an annual basis. Our Board makes all final determinations with respect to awards under the MPLX 2018 Plan. All other compensation decisions for our NEOs are made by MPC's Compensation Committee and are not subject to approval by our Board or us.
Compensation Consultant
MPC’s Compensation Committee has engaged FW Cook as its independent compensation consultant to provide compensation consulting services and comparative compensation. The consultant reports directly to MPC’s Compensation Committee. MPC’s Compensation Committee has considered and assessed all relevant factors, including those required by the SEC, that could give rise to a potential conflict of interest and determined that its engagement of FW Cook as its independent compensation consultant for 2025 did not raise any conflicts of interest. As noted above, our Board makes limited compensation decisions for our NEOs and thus has not hired its own compensation consultant.
EXECUTIVE COMPENSATION PROGRAM FOR 2025
2025 Base Salary
MPC pays our NEOs a base salary for their services to MPC and its affiliates, including us. In setting base salary for 2025, MPC’s Compensation Committee evaluated the 2025 compensation reference group and executive compensation survey data, each individual’s performance and contributions over the prior year, where applicable, demonstrated performance and skills acquired over the course of each NEO’s career and MPC’s succession-planning needs.
| Name | Previous Base Salary ($) | Base Salary Effective April 1, 2025 ($) | Increase (%) |
|---|---|---|---|
| Mannen | 1,400,000 | 1,400,000 | — |
| Hennigan | 1,050,000 | 1,050,000 | — |
| Hagedorn | 525,000 | 550,000 | 4.8 |
| Benson | 650,000 | 700,000 | 7.7 |
| Floerke | 660,000 | 685,000 | 3.8 |
As noted above in “Compensation Allocation,” under our omnibus agreement, we pay MPC a fixed amount in return for services provided by our NEOs. The amounts shown in this table were paid to our NEOs by MPC. The 2025 base salary increase for Messrs. Hagedorn and Floerke, and Ms. Benson, effective April 1, 2025, were made as part of MPC’s annual merit program increases to maintain market competitiveness for their respective roles.
2025 Annual Cash Bonus Program
Our NEOs participated in MPC’s 2025 Annual Cash Bonus (“ACB”) program, which MPC’s Compensation Committee approved in November 2024, with a performance period of January 1, 2025 through December 31, 2025, as part of their compensation for the services they provide to MPC and its affiliates, including us. The primary purpose of the 2025 ACB program was to incentivize and reward eligible employees for executing on MPC’s strategy. MPC’s Compensation Committee determined awards to our NEOs under the ACB program without input from our Board. Awards under the ACB program for our NEOs were calculated as follows:
| ELIGIBLE EARNINGS ($) | Generally refers to the NEO’s year-end base salary rate. In an NEO’s year of hire or separation, eligible earnings are calculated as the sum of base wages paid during the year plus compensation deferred during the year, which has the effect of prorating the award. | ||
|---|---|---|---|
| × | |||
| Expressed as a percentage, as in effect at year-end, of each NEO’s eligible earnings. MPC’s Compensation Committee approves target bonus opportunities for our NEOs based on analysis of market-competitive data sourced from MPC’s compensation reference group and executive compensation surveys, while also taking into consideration each executive’s experience, relative scope of responsibility and potential, other market data and any other information MPC’s Compensation Committee deems relevant in its discretion. | |||
| TARGETBONUS (%) | |||
| × | |||
| MPC’s Compensation Committee establishes financial performance metrics and levels and non-financial performance measures at the beginning of the performance period. Once the performance period has ended, MPC’s Compensation Committee reviews and assesses company performance against the financial performance metrics and levels and the non-financial performance measures, as well as any other factors MPC’s Compensation Committee deems relevant in its discretion. | |||
| COMPANYPERFORMANCE (%) | |||
| +/- | |||
| Awards may be adjusted up or down based upon MPC’s Compensation Committee’s assessment of each NEO’s organizational and individual performance. While there is no limit on downward adjustment, no upward adjustments may be made for the CEO, and upward adjustments for other NEOs are capped at 15%. | |||
| INDIVIDUALPERFORMANCE | |||
| = | |||
| There is no guaranteed minimum ACB payout. Payout results may be above or below target based on actual company and individual performance. Payouts are capped at 200% of each NEO’s target award. | |||
| FINAL AWARD ($) | |||
2025 MPC Company Metrics and Performance
MPC’s Compensation Committee believes it is important for the ACB program to emphasize both financial and non-financial performance and established the 2025 ACB financial performance metrics and levels and non-financial performance measures in January 2025.
2025 Financial Performance (80%)
The performance levels for each financial performance metric were established at the beginning of the performance period by evaluating factors such as performance achieved in the prior year(s), anticipated challenges for 2025, including industry cyclicality, and MPC’s business plan and overall strategy. MPC’s Compensation Committee also reviews disclosed peer methodologies of similar metrics when evaluating the rigor of the performance goals. The performance levels were set with threshold levels viewed as likely achievable, target levels viewed as challenging but achievable, and maximum levels viewed as difficult to achieve. The following table provides each financial performance metric’s target weighting, performance levels and actual performance achieved in 2025.
| 2025 ANNUAL CASH BONUS - 80% FINANCIAL PERFORMANCE | ||||||
|---|---|---|---|---|---|---|
| Financial Performance Metrics | Weight | Threshold(50%) | Target(100%) | Maximum(200%) | Result | Performance Achieved |
| Relative Adjusted EBITDA per Barrel of Total Throughput | 30% | 30th Percentile of peer group companies | 50th Percentile of peer group companies | 100th Percentile of peer group companies | 83rd Percentile(166.67% of target) | 50.00% |
| ACB Adjusted EBITDA (in millions) | 20% | $7,513 | $10,018 | $12,522 | $10,385(114.65% of target) | 22.93% |
| Distributable Cash Flow at MPLX per Unit | 20% | $5.02 | $5.57 | $6.13 | $5.72(126.79% of target) | 25.36% |
| Relative Refining Margin per Barrel by Region | 10% | Average of 3rd in peer group companies* | Average of 2nd in peer group companies | Average of 1st in peer group companies | Average of 1.83 (117.00% of target) | 11.70% |
| Total Financial Performance: | 109.99% | |||||
Relative Adjusted EBITDA per Barrel of Total Throughput is derived from MPC’s ACB Adjusted EBITDA (see below), a non-GAAP performance metric, as compared to applicable reporting segments of a peer group of integrated and downstream companies: Chevron Corporation; Exxon Mobil Corporation; HF Sinclair Corporation; PBF Energy Inc.; Phillips 66; and Valero Energy Corporation.
ACB Adjusted EBITDA is a non-GAAP performance metric derived from MPC’s consolidated financial statements. It is calculated as MPC’s earnings before interest and financing costs, interest income, income taxes, depreciation and amortization expense, adjusted to exclude the effects of impairments, inventory market valuation adjustments, acquisitions and divestitures and certain other charges and credits.
Distributable Cash Flow (“DCF”) at MPLX per Unit is a non-GAAP performance metric reflecting cash flow available to be paid to our common unitholders, derived from our consolidated financial statements. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Information for additional information about this measure and how it is calculated. DCF per unit is determined by dividing DCF by our average common unit count, adjusted for preferred unit conversions, during the performance period.
Relative Refining Margin per Barrel by Region measures MPC’s Refining EBITDA per barrel of total throughput for the Gulf Coast, Mid-Con and West Coast regions, as compared to the corresponding regions of MPC’s two closest direct peers: Phillips 66 and Valero Energy Corporation. *Because this metric is rank order based, and the peer group consists of only three companies, there would be no payout for performance at the threshold level.
MPC’s Compensation Committee has sole discretion under the 2025 ACB program to adjust financial performance metric levels and/or the payout percentage to recognize instances where, due to unforeseen circumstances, the performance metrics results are not entirely indicative of overall company results. MPC’s Compensation Committee made no such adjustments to the 2025 financial performance metric levels or payout percentages.
2025 Non-Financial Performance (20%)
Non-financial performance measures under the ACB are based on both qualitative and quantitative factors that provide a comprehensive perspective of company performance. For the 2025 ACB, MPC’s Compensation Committee established a broad set of measures tied to safety, environmental stewardship and human capital management. Performance under these measures is evaluated against pre-established criteria using a scorecard approach. When determining performance, MPC’s Compensation Committee considers the results and evaluates performance in totality, taking into consideration overall company performance for each measure and any mitigating factors, as well as MPC’s historical performance and external reference data. The following table provides MPC’s Compensation Committee’s assessment of MPC’s performance under the non-financial performance measures in 2025.
| 2025 ANNUAL CASH BONUS - 20% NON-FINANCIAL PERFORMANCE | |
|---|---|
| Non-Financial Performance Measures · Performance Achieved · 2025 Assessment | |
| SafetyReinforce our strong safety culture as our number-one priority · •Achieved Process Safety Events (“PSE”) Score of 92, a 16% improvement over 2024 results; set a six-year low for PSE Tier 1 events•Detroit, El Paso and Kenai refineries earned the American Fuel & Petrochemical Manufacturers prestigious Distinguished Safety Award•Awarded the International Liquid Terminal Association’s (“ILTA”) Platinum Safety Award, ILTA’s highest honor for outstanding safety performance•Days Away Rate was minimally above historical performance•Set a seven-year low for OSHA recordable injury rate · Above/Well Above Expectations | |
| Environmental StewardshipReduce GHG intensity and lower our carbon footprint · •Achieved GHG Intensity result of 20.9,* a 2% reduction from 2024 results•Achieved Designated Environmental Incidents result of 45, a 4% improvement compared to 2024 results · Well Above Expectations | |
| Human Capital ManagementEnsure strong leadership succession pipeline through enhanced planning and promotion of employee engagement and development · •Key succession plan depth was 131% above historical performance•High employee participation in career development and ongoing learning activities•On-time completion of training course requirements by employees was aligned to historical performance · Above Expectations | |
| Total Non-financial Performance: | 33% |
Process Safety Events Score takes into account Tier 1 and Tier 2 events, with Tier 1 events multiplied by three to account for their severity, and excludes the performance of any assets acquired during the performance period.
Personal Safety Performance is measured by the Days Away Rate, calculated pursuant to a U.S. Occupational Safety and Health Administration (OSHA) formula, and includes work-related injuries that result in a worker being away from work for at least one calendar day.
Greenhouse Gas (“GHG”) Intensity measures MPC’s continual progress toward its 2030 reduction goal of 30% from 2014 levels and is based on Scope 1 and Scope 2 GHG emissions divided by the manufacturing inputs processed at MPC’s refineries and natural gas processing and fractionation plants.
Designated Environmental Incidents measures MPC’s environmental performance through tracking Tier 3 and Tier 4 incidents, as well as material spill events, permit limit exceedances, excess emission events, compliance monitoring downtime and enforcement actions, and excludes the performance of any assets acquired during the performance period.
- Our 2025 GHG Intensity result has been internally calculated for purposes of our ACB performance assessment but remains subject to a third-party verification process. See our 2025 Perspectives on Climate-Related Scenarios report on our website for additional information on how we calculate GHG Intensity.
ACB Payouts for 2025
In February 2026, based on its assessment of MPC’s financial and non-financial performance shown above, MPC's Compensation Committee certified the overall performance under the 2025 ACB program, as described above, at 143%.
Once it has assessed overall performance, MPC’s Compensation Committee has discretion under the 2025 ACB program to increase (by no more than 15%) or decrease payouts to certain of our officers, including our NEOs, based upon the Committee’s assessment of each individual’s performance and contributions; provided, that our CEO’s payout cannot be increased pursuant to this discretion. While MPC’s Compensation Committee determined that our NEOs’ contributions to the successful execution in 2025 of MPC’s business objectives and enhancement of MPC shareholder value were significant, it concluded that the high achievement of performance metrics under the 2025 ACB program adequately reflected these contributions and determined to make no individual adjustments.
Taking into consideration MPC's overall performance, the MPC Compensation Committee’s evaluation of each NEO’s contributions to that performance, and Ms. Mannen’s recommendations as CEO, the Committee awarded the following amounts to our NEOs under the 2025 ACB program:
| Name | 2025 Eligible Earnings ($) | Bonus Target as a % of Eligible Earnings | Target Bonus ($) | Final Award as a % of Target | Final Award ($) |
|---|---|---|---|---|---|
| Mannen | 1,400,000 | 165 | 2,310,000 | 143 | 3,303,300 |
| Hennigan | 1,050,000 | 165 | 1,732,500 | 143 | 2,477,500 |
| Hagedorn | 550,000 | 75 | 412,500 | 143 | 589,900 |
| Benson | 700,000 | 90 | 630,000 | 143 | 900,900 |
| Floerke | 685,000 | 75 | 513,750 | 143 | 734,700 |
As noted above in “Compensation Allocation,” under our omnibus agreement, we pay MPC a fixed amount in return for services provided by our NEOs. The amounts shown in this table have been or will be paid to our NEOs by MPC. Mr. Floerke’s 2025 ACB target percentage opportunity was increased, from 70% to 75% of eligible earnings, to maintain market competitiveness for his role. Target percentage opportunities for our other NEOs remained unchanged from the 2024 ACB target percentages.
2025 Long-Term Incentive Compensation Program
MPC’s long-term incentive (“LTI”) compensation program is comprised of MPC performance share units (“PSUs”), MPC restricted stock units (“RSUs”) and MPLX phantom units. This award mix places a substantial portion of our NEOs’ compensation at-risk and promotes achievement of MPC’s and our long-term business objectives by linking our NEOs’ compensation directly to long-term shareholder and unitholder value creation and financial results.
2025 Annual LTI Awards
MPC’s Compensation Committee approved the following 2025 LTI target award amounts for our NEOs during its annual compensation review process in early 2025. MPC’s Compensation Committee generally sets the annual LTI target award mix at 60% MPC PSUs, 20% MPC RSUs and 20% MPLX phantom units. To mitigate the effect of share price volatility, the number of awards granted is determined on the basis of the average closing share price for the trading days in the 30 calendar days immediately prior to the grant date. Thus, these amounts may differ from the accounting values shown in the “2025 Summary Compensation Table” and the “2025 Grants of Plan-Based Awards” table on pages 137 and 139, respectively.
| Name | MPC PSUs($) | MPC RSUs($) | MPLX Phantom Units ($) | Total 2025 LTI Target($) |
|---|---|---|---|---|
| Mannen | 7,800,000 | 2,600,000 | 2,600,000 | 13,000,000 |
| Hennigan | 5,328,000 | 1,776,000 | 1,776,000 | 8,880,000 |
| Hagedorn | 720,000 | 240,000 | 240,000 | 1,200,000 |
| Benson | 1,200,000 | 400,000 | 400,000 | 2,000,000 |
| Floerke | 960,000 | 320,000 | 320,000 | 1,600,000 |
MPC’s Compensation Committee increased the 2025 LTI target award opportunities for Mses. Mannen and Benson by 8% and 11%, respectively, over their 2024 LTI target awards to maintain market competitiveness for each executive’s role. Mr. Hennigan’s 2025 LTI target award opportunity represents a 40% decrease from his 2024 LTI target award to reflect his departure as CEO and new role as Executive Chairman.
MPC PSUs
MPC’s Compensation Committee awards MPC PSUs to align our NEOs’ long-term compensation interests with MPC’s shareholders’ long-term investment interests. Each PSU has a target value equal to the average MPC closing share price for the trading days in the 30 calendar days immediately prior to the grant date. PSUs generally vest in full at the end of the performance period and are settled in cash. The actual payout value is based on MPC’s performance (which can range from 0% to 200%) under each applicable metric multiplied by MPC’s average closing share price for the trading days in the final 30 calendar days of the performance period. To provide greater alignment with MPC’s shareholders, payout for any metric is capped at 100% when MPC’s PSU total shareholder return (“TSR”) is negative for the performance period.
| Performance Percentile/Payout Percentage* | ||||||
|---|---|---|---|---|---|---|
| PSU Award | Performance Period | Metric(s) | Weight | Threshold | Target | Maximum |
| 2023 PSUs | January 1, 2023 - December 31, 2025 | Relative PSU TSR | 100% | 30th percentile/50% payout | 50th percentile/100% payout | 100th percentile/200% payout |
| 2024 PSUs | January 1, 2024 - December 31, 2026 | Relative PSU TSR | 100% | |||
| 2025 PSUs | January 1, 2025 - December 31, 2027 | Relative PSU TSR | 66.7% | |||
| Relative Change in free cash flow (“FCF”) per Share | 33.3% | |||||
- No payout for performance below threshold. Payout for performance between percentiles is determined using linear interpolation.
| Performance Peer Group* | |||
|---|---|---|---|
| Peer Companies | Peer Indices | ||
| BP p.l.c.Chevron CorporationCVR Energy, Inc.Delek US Holdings, Inc. | Exxon Mobil CorporationHF Sinclair CorporationMarathon Petroleum Corporation | PBF Energy Inc.Phillips 66Valero Energy Corporation | Median of Compensation Reference Group**S&P 500 IndexAlerian MLP Index |
*The Performance Peer Group for Relative PSU TSR includes both the Peer Companies and the Peer Indices. The Performance Peer Group for Relative Change in FCF per Share includes the Peer Companies only.
** Determined by selecting the median company when ranking the applicable year’s Compensation Reference Group by TSR in descending order for the applicable performance period.
Relative PSU TSR measures MPC’s three-year total shareholder return relative to the performance peer group. PSU TSR is calculated as follows:
| (Ending Stock Price* - Beginning Stock Price*) + Cumulative Cash Dividends | * Calculated as the average of each performance peer’s closing price for the trading days in the 30 calendar days prior to each applicable date. |
| Beginning Stock Price* |
Relative Change in FCF per Share measures MPC’s three-year percentage change in free cash flow – net cash provided by operating activities less additions to property, plant and equipment (commonly referred to as capital expenditures) – relative to the performance peer group. Change in FCF per Share for the MPC 2025 PSUs is calculated as follows:
| (2025 FCF ÷ 2025 WASO*) + (2026 FCF ÷ 2026 WASO*) + (2027 FCF ÷ 2027 WASO*) | * Weighted Average Shares Outstanding (“WASO”) means the diluted weighted average shares outstanding as reported in each performance peer’s annual report. |
| (2022 FCF ÷ 2022 WASO*) + (2023 FCF ÷ 2023 WASO*) + (2024 FCF ÷ 2024 WASO*) |
In January 2026, MPC’s Compensation Committee certified the final performance for the MPC 2023 PSUs as follows:
| MPC 2023 PSUs | Actual PSU TSR | Position Relative to Peer Group | Performance Percentile | Payout Percentage |
|---|---|---|---|---|
| January 1, 2023 - December 31, 2025 | 67.15% | 3rd of 13 | 83.33rd | 166.67 |
Each NEO’s 2023 PSU target award was multiplied by: (i) the Payout Percentage shown in the table above and (ii) MPC’s average closing share price for the trading days in the final 30 calendar days of the performance period, resulting in the following payouts:
| Name | MPC 2023 PSU Target Award ($) | MPC 2023 PSU Target Award* (#) | Payout Percentage (%) | Performance-Adjusted PSUs(#) | MPC Average Closing Share Price ($) | Payout ($) |
|---|---|---|---|---|---|---|
| Mannen | 2,700,000 | 21,762 | 166.67 | 36,271 | 177.68 | 6,444,631 |
| Hennigan | 8,040,000 | 64,802 | 166.67 | 108,006 | 177.68 | 19,190,506 |
| Hagedorn | 300,000 | 2,418 | 166.67 | 4,031 | 177.68 | 716,228 |
| Benson | 480,000 | 3,869 | 166.67 | 6,449 | 177.68 | 1,145,858 |
| Floerke | 780,000 | 6,287 | 166.67 | 10,479 | 177.68 | 1,861,909 |
- Calculated as the target award value divided by MPC’s average closing share price ($124.07) for the trading days in the 30 calendar days immediately prior to the grant date (March 1, 2023).
MPC PSUs granted in 2024 and 2025 to our NEOs remain outstanding. See “2025 Grants of Plan-Based Awards” on page 139 and “Outstanding Equity Awards at 2025 Fiscal Year-End” beginning on page 140 for additional information about these awards.
MPC RSUs
MPC’s Compensation Committee awards MPC RSUs to promote our NEOs’ ownership of MPC’s common stock, aid in retention and help our NEOs comply with MPC’s stock ownership guidelines. Awards generally vest ratably over three years. See “2025 Grants of Plan-Based Awards” on page 139 for additional information about MPC RSUs granted to our NEOs in 2025.
MPLX Phantom Units
MPC’s Compensation Committee includes MPLX phantom units in our NEOs’ LTI award mix to align our NEOs’ compensation interests with our unitholders’ investment interests and help our NEOs comply with our unit ownership guidelines. MPLX phantom unit awards were recommended by MPC’s Compensation Committee and granted by the MPLX Committee. MPLX phantom unit awards are valued on the basis of the MPLX common unit price, which is different than MPC’s common share price. Awards generally vest ratably over three years. See “2025 Grants of Plan-Based Awards” on page 139 for additional information about MPLX phantom units granted to our NEOs in 2025.
OTHER BENEFITS
We do not sponsor any benefit plans, programs or policies such as group health benefits, life insurance, income protection or retirement benefits for our NEOs, and we do not provide perquisites. However, those types of benefits are generally provided to our NEOs by MPC, through its indirect wholly owned subsidiary Marathon Petroleum Company LP, consistent with market-based trends. MPC makes all determinations with respect to such benefits without input from our Board. MPC bears the full cost of these programs, and no portion is charged back to us. We have summarized the material elements of these programs below. MPC’s Compensation Committee does not consider any of these additional programs to be material when making compensation decisions for our NEOs.
Health and Welfare Benefits
Our NEOs are generally eligible to participate in MPC’s market-competitive health and life insurance plans, and long-term and short-term disability programs.
Retirement Benefits
MPC has designed the retirement benefits it provides to its employees, including our NEOs, to be consistent in value and aligned with benefits offered by the other companies with which MPC competes for talent. Benefits under MPC’s qualified and nonqualified plans are described in more detail in “Post-Employment Benefits for 2025” beginning on page 142 and “2025 Nonqualified Deferred Compensation” beginning on page 144.
Severance Benefits
We and MPC maintain change in control plans designed to: (i) preserve executives’ economic motivation to consider a business combination that might result in job loss and (ii) compete effectively in attracting and retaining executives in an industry that features frequent mergers, acquisitions and divestitures. Our change in control benefits are described further in “Potential Payments Upon Termination or Change in Control,” beginning on page 146.
Limited Perquisites
MPC provides our NEOs limited perquisites consistent with those offered by companies in MPC’s compensation reference group. Reportable values for these benefits and perquisites, based on the incremental costs to MPC, are included in the “All Other Compensation” column of the “2025 Summary Compensation Table” on page 137.
Tax and Financial Planning Services
To offset the expense of obtaining professional tax, estate and financial planning services, MPC provides each of its senior leaders, including our NEOs, with a $15,000 annual stipend.
Health and Well-being
Under MPC’s enhanced annual physical health program, MPC’s senior leaders, including our NEOs, are eligible for a comprehensive physical (generally in the form of a one-day appointment), with procedures similar to those available to all other employees under MPC’s health program.
Use of Corporate Aircraft
The primary use of MPC’s corporate aircraft is for business purposes. In addition, MPC’s Board of Directors encourages personal use when practicable of MPC’s corporate aircraft for Ms. Mannen, as Chairman, President and CEO, and previously, Mr. Hennigan, in his former role as Executive Chairman, in the interest of their safety, security and productivity. Certain other executives may be allowed limited personal use of MPC’s corporate aircraft, and occasionally spouses or other guests may accompany executive officers on corporate aircraft when space is available on business-related flights. All such personal use must be authorized by MPC’s CEO. The cost of any such travel that does not meet the Internal Revenue Code standard for business use is imputed as income to the executive officer.
Additionally, MPC entered into aircraft time sharing agreements with Ms. Mannen and Mr. Hennigan, effective August 14, 2024, pursuant to which either executive may elect to use MPC’s corporate aircraft for transportation and personal use from time to time on a time sharing basis. Pursuant to the terms of the agreements, Ms. Mannen and Mr. Hennigan, as applicable, may elect to pay MPC for her or his personal use of the aircraft. These agreements were approved by MPC’s Corporate Governance and Nominating Committee and are reviewed on an annual basis consistent with MPC’s Related Person Transactions Policy. Copies of these agreements were filed as exhibits to MPC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. Mr. Hennigan’s agreement is no longer in effect due to his retirement as Executive Chairman, effective January 1, 2026.
Safety and Security
Given the significant public profile of Ms. Mannen as Chairman, President and CEO, and Mr. Hennigan, in his former role as Executive Chairman, as well as the publicity given to our industry, MPC’s Board of Directors has authorized certain limited security benefits to each executive, including the maintenance, operation and monitoring of enhanced security systems. These benefits are monitored by MPC’s Compensation Committee and are taxable income to Ms. Mannen and Mr. Hennigan, as applicable. Mr. Hennigan no longer receives these benefits due to his retirement as Executive Chairman, effective January 1, 2026.
COMPENSATION GOVERNANCE
Unit Ownership Guidelines
Our unit ownership guidelines align our executive officers’ long-term interests with those of our unitholders. These guidelines require the executive officers in the positions shown below to retain MPLX common units with a value at least equal to a target multiple of their annualized base salary. The targeted multiples vary depending upon the executive’s position and responsibilities.
| Position | Multiple of Base Salary |
|---|---|
| President and CEO | 2x |
| Executive Chairman | 2x |
| MPC Executive Vice Presidents | 1x |
| Chief Officers | 0.75x |
| All Other Executives | 0.50x |
Compliance with these guidelines is reviewed annually. MPLX common units owned outright and MPLX phantom units are counted when determining whether an executive has met the required ownership level. Executives have five years following the establishment of, or an increase in, their applicable unit ownership guideline to achieve the applicable target multiple. Any executive who does not achieve the unit ownership guideline within this five-year window must hold all equity we grant (other than units withheld to cover required tax obligations) until the applicable ownership guideline has been achieved. All NEOs either meet these guidelines or are on track to comply within the applicable five-year period.
Prohibition on Hedging and Pledging Our Common Units
Under our policy on trading of securities, none of our directors, officers (including our continuing NEOs) or select MPC employees designated under the policy may purchase or sell any financial instrument, including but not limited to put or call options, the price of which is affected in whole or in part by changes in the price of our securities, unless such financial instrument was issued by us to such director, officer or covered employee. Further, no director, officer or covered employee may participate in any hedging transaction related to our securities. This policy ensures that our directors, officers and covered employees bear the full risk of MPLX common unit ownership.
Clawback Policy
Short-term and long-term compensation received by covered officers, including our NEOs, is subject to clawback provisions under the MPLX LP Officer Compensation Clawback Policy. If the MPLX Committee determines that a forfeiture event has occurred with respect to a covered officer, it may require recoupment from such covered officer of an amount up to the sum of all LTI awards granted to, held by, earned by, or settled with respect to, such covered officer in the period during which the misconduct occurred. Forfeiture events include:
MPLX is required to prepare an accounting restatement as a result of misconduct, and the MPLX Committee determines that a covered officer: (i) knowingly engaged in misconduct, (ii) was grossly negligent with respect to misconduct or (iii) knowingly failed or was grossly negligent in failing to prevent misconduct; or
The MPLX Committee determines that a covered officer engaged in fraud, embezzlement or other similar misconduct materially detrimental to MPLX.
The MPLX LP Officer Compensation Clawback Policy additionally contains NYSE-compliant provisions. In the event we are required to prepare an accounting restatement of our financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws, the MPLX Committee will recover the excess incentive-based compensation received by any executive officer, including our NEOs, during the prior three fiscal years that exceeds the amount of incentive-based compensation that the executive officer otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.
The provisions in the MPLX LP Officer Compensation Clawback Policy are in addition to any clawback provisions under Section 304 of the Sarbanes-Oxley Act of 2002. The above summary of the MPLX LP Officer Compensation Clawback Policy is qualified in its entirety by reference to the full text of the MPLX LP Officer Compensation Clawback Policy, which was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023.
MPC maintains a similar clawback policy that applies to the compensation it awards our NEOs under the MPC ACB and LTI programs.
Compensation Risk Assessment
The independent members of our Board regularly review our policies and practices in compensating MPC’s employees (including both executive officers and non-executives, if any) as they relate to our risk management profile. At the most recent review in February 2026, our independent directors concluded that our compensation policies and practices do not motivate undue risk and are not reasonably likely to have a material adverse effect on MPLX.
Compensation Committee Interlocks and Insider Participation
Because we are a limited partnership, we are not required to have a compensation committee. Compensation matters are generally determined by the MPLX Committee, comprised of our independent directors. Ms. Breves and Messrs. Helms, Peiffer, Semple, Stice, Surma and Walker formed the MPLX Committee during all or portions of 2025. No member of the MPLX Committee was at any time during 2025 an officer or employee of MPLX or had any relationship with us requiring disclosure under Item 404 of Regulation S-K of the Exchange Act. Mr. Peiffer previously served as our President from 2012 until his retirement in 2014. Mr. Semple previously served as our Vice Chairman from December 2015 until his retirement in October 2016. See Item 10. Directors, Executive Officers and Corporate Governance - Director Independence and Qualifications beginning on page 120 for more information about our independent directors. Our Chairman, President and CEO, Ms. Mannen, and our former Executive Chairman, Mr. Hennigan, each of whom was also an executive officer and director of MPC during 2025, provided input to the MPLX Committee on compensation matters. During 2025, none of our other executive officers served on the board of directors or compensation committee of any other entity that has an executive officer serving as a member of the MPLX Committee or the Board.
COMPENSATION COMMITTEE REPORT
Our independent directors have reviewed and discussed the Compensation Discussion and Analysis for 2025 with management and, based on such review and discussions, recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2025.
| Christine S. Breves | Frank M. Semple | John P. Surma |
|---|---|---|
| Christopher A. Helms | J. Michael Stice | Ray N. Walker, Jr. |
| Garry L. Peiffer | ||
EXECUTIVE COMPENSATION TABLES
2025 SUMMARY COMPENSATION TABLE
The following table provides information regarding compensation for our 2025 NEOs for the years shown:
| Name and Principal Position · Salary · StockAwards · Non-Equity Incentive Plan Compensation · Change in Pension Value and Nonqualified Deferred Compensation Earnings · All Other Compensation · Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year · ($) · ($) · ($) · ($) · ($) · ($) | |||||||||||||||
| Maryann T. MannenPresident and CEO | 2025 | 1,400,000 | 13,391,322 | 3,303,300 | 467,458 | 454,181 | 19,016,261 | ||||||||
| 2024 | 1,196,312 | 9,196,582 | 3,380,500 | 295,011 | 320,412 | 14,388,817 | |||||||||
| Michael J. HenniganExecutive Chairman | 2025 | 1,050,000 | 9,147,232 | 2,477,500 | 680,357 | 752,410 | 14,107,499 | ||||||||
| 2024 | 1,457,377 | 17,084,462 | 3,759,500 | 799,469 | 654,345 | 23,755,153 | |||||||||
| 2023 | 1,737,809 | 16,200,864 | 4,688,700 | 741,763 | 685,356 | 24,054,492 | |||||||||
| C. Kristopher HagedornExecutive Vice President and CFO | 2025 | 543,767 | 1,236,152 | 589,900 | 127,962 | 107,411 | 2,605,192 | ||||||||
| 2024 | 525,000 | 1,385,103 | 615,600 | 88,150 | 92,781 | 2,706,634 | |||||||||
| Molly R. BensonChief Legal Officer and Corporate Secretary | 2025 | 687,534 | 2,060,167 | 900,900 | 280,019 | 132,673 | 4,061,293 | ||||||||
| 2024 | 650,000 | 2,077,884 | 914,600 | 167,578 | 101,554 | 3,911,616 | |||||||||
| Gregory S. FloerkeExecutive Vice President and Chief Operating Officer | 2025 | 678,767 | 1,648,193 | 734,700 | 216,880 | 124,894 | 3,403,434 | ||||||||
| 2024 | 650,382 | 1,847,027 | 722,300 | 183,934 | 120,290 | 3,523,933 | |||||||||
| 2023 | 612,685 | 1,571,827 | 704,700 | 186,873 | 109,762 | 3,185,847 | |||||||||
Salary shows the actual amount earned during the year. See "2025 Base Salary” on page 128 for additional information on base salaries for 2025, including the effective dates of any midyear base salary adjustments.
Stock Awards reflect the aggregate grant date fair value of LTI awarded for the year indicated, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). MPC’s Compensation Committee awards LTI to our NEOs based on intended target values, which reflect established compensation valuation methodologies that differ in some respects from the FASB ASC Topic 718 methodologies; thus, the amounts shown in this table may differ from the intended target award values. See “2025 Long-Term Incentive Compensation Program—2025 Annual LTI Awards” on page 132 for additional information about the intended target values for the 2025 LTI awards to our NEOs. For assumptions used to determine the values of LTI awards as shown in this table, see the “Grant Date Fair Value” note accompanying the “2025 Grants of Plan-Based Awards” table on page 139; Item 8. Financial Statements and Supplementary Data—Note 25 to MPC’s Annual Report on Form 10-K for the year ended December 31, 2025; and Item 8. Financial Statements and Supplementary Data—Note 2 of this report.
MPC PSUs are included in this column at their target value because target was determined to be the probable outcome for the applicable performance period at the time of grant of each award, consistent with the accounting treatment under GAAP. The maximum grant date value of the PSUs granted in 2025, assuming the highest level of performance achieved, is: Ms. Mannen, $16,393,698; Mr. Hennigan, $11,198,065; Mr. Hagedorn, $1,513,269; Ms. Benson, $2,522,009; Mr. Floerke, $2,017,799.
Non-Equity Incentive Plan Compensation reflects the total ACB award earned for the year indicated, paid the following year. See “2025 Annual Cash Bonus Program” beginning on page 129 for additional information on payouts under this program for 2025.
Change in Pension Value and Nonqualified Deferred Compensation Earnings reflects the annual change in actuarial present value of accumulated benefits under MPC’s retirement plans. See “Post-Employment Benefits for 2025” beginning on page 142 for more information about the defined benefit plans and the assumptions used to calculate these amounts. No deferred compensation earnings are reported as the nonqualified deferred compensation plans do not provide above-market or preferential earnings.
All Other Compensation aggregates MPC’s contributions to defined contribution plans and the limited perquisites MPC offers to our NEOs, which are described in more detail under “Other Benefits” beginning on page 134.
| Name | Personal Use of MPC Aircraft($) | Company Physicals($) | Tax and Financial Planning ($) | Security ($) | Company Contributions to Defined Contribution Plans ($) | Other ($) | Total All Other Compensation ($) |
|---|---|---|---|---|---|---|---|
| Mannen | 90,535 | 4,907 | 15,000 | 934 | 335,591 | 7,214 | 454,181 |
| Hennigan | 146,646 | 4,907 | 15,000 | — | 337,627 | 248,230 | 752,410 |
| Hagedorn | — | 4,907 | 15,000 | — | 81,346 | 6,158 | 107,411 |
| Benson | — | 4,907 | 15,000 | — | 112,386 | 380 | 132,673 |
| Floerke | — | 4,907 | 15,000 | — | 98,313 | 6,674 | 124,894 |
“Personal Use of MPC Aircraft” reflects MPC’s aggregate incremental cost of personal use of MPC’s corporate aircraft by our NEOs, their spouses or other guests for 2025. MPC determines the incremental cost for personal use of its corporate aircraft based on the variable costs to operate the aircraft, including incremental aircraft fleet maintenance, but excluding fixed costs that do not change based on usage, such as pilot compensation and the purchase and lease of aircraft. MPC believes this method provides a reasonable estimate of its incremental cost. No income tax assistance or gross-ups are provided for personal use of corporate aircraft. See “Other Benefits” beginning on page 134 for additional information regarding personal use of MPC aircraft by our NEOs.
“Company Contributions to Defined Contribution Plans” reflects MPC’s contributions under its tax-qualified retirement plans and related nonqualified deferred compensation plans. See “Post-Employment Benefits for 2025” beginning on page 142 and “2025 Nonqualified Deferred Compensation” beginning on page 144 for additional information.
“Other” reflects MPC’s aggregate incremental cost for: (i) company-sponsored activities at off-site board meetings, (ii) for Ms. Mannen and Messrs. Hennigan, Hagedorn and Floerke, attendance by their respective spouses at selected business events where appropriate due to the nature of the event and the participant mix and (iii) the provision of certain digital protection services. Other for Mr. Hennigan also includes $242,309 for his vested but unused vacation benefit paid upon his retirement effective January 1, 2026.
2025 GRANTS OF PLAN-BASED AWARDS
The following table provides information regarding all MPC and MPLX plan-based awards, including cash-based incentive awards and equity-based awards, granted to our NEOs in 2025.
| Name · Type of Award · Grant Date · Estimated Possible Payouts Under Non-Equity Incentive Plan Awards · Estimated Future Payouts Under Equity Incentive Plan Awards · All Other Stock Awards: Number of Shares of Stock or Units (#) · Grant Date Fair Value of Stock and Option Awards ($) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Threshold ($) · Target($) · Maximum ($) · Threshold ($) · Target ($) · Maximum ($) | ||||||||||
| Mannen | MPC ACB | — | 2,310,000 | 4,620,000 | ||||||
| MPC RSUs | 3/1/2025 | 17,048 | 2,560,269 | |||||||
| MPC PSUs | 3/1/2025 | 25,572 | 51,144 | 102,288 | 8,196,849 | |||||
| MPLX Phantom Units | 3/1/2025 | 48,863 | 2,634,204 | |||||||
| Hennigan | MPC ACB | — | 1,732,500 | 3,465,000 | ||||||
| MPC RSUs | 3/1/2025 | 11,645 | 1,748,846 | |||||||
| MPC PSUs | 3/1/2025 | 17,468 | 34,935 | 69,870 | 5,599,032 | |||||
| MPLX Phantom Units | 3/1/2025 | 33,377 | 1,799,354 | |||||||
| Hagedorn | MPC ACB | — | 412,500 | 825,000 | ||||||
| MPC RSUs | 3/1/2025 | 1,574 | 236,383 | |||||||
| MPC PSUs | 3/1/2025 | 2,361 | 4,721 | 9,442 | 756,635 | |||||
| MPLX Phantom Units | 3/1/2025 | 4,510 | 243,134 | |||||||
| Benson | MPC ACB | — | 630,000 | 1,260,000 | ||||||
| MPC RSUs | 3/1/2025 | 2,623 | 393,922 | |||||||
| MPC PSUs | 3/1/2025 | 3,934 | 7,868 | 15,736 | 1,261,004 | |||||
| MPLX Phantom Units | 3/1/2025 | 7,517 | 405,241 | |||||||
| Floerke | MPC ACB | — | 513,750 | 1,027,500 | ||||||
| MPC RSUs | 3/1/2025 | 2,098 | 315,078 | |||||||
| MPC PSUs | 3/1/2025 | 3,148 | 6,295 | 12,590 | 1,008,900 | |||||
| MPLX Phantom Units | 3/1/2025 | 6,014 | 324,215 | |||||||
Approval Dates. The MPC RSUs and PSUs granted on March 1, 2025 were approved by MPC’s Compensation Committee on January 23, 2025. The MPLX phantom units granted on March 1, 2025 were approved by the MPLX Committee on January 23, 2025.
MPC 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. Holders of unvested RSUs do not have voting rights.
MPC PSUs generally vest following a 36-month performance period and are settled 100% in cash. Unvested PSUs do not accrue dividends or dividend equivalents and do not have voting rights. The target PSUs shown reflect the target dollar value of each award divided by the MPC common stock 30-day average closing price prior to the grant date. The threshold, which is the minimum possible payout, is met when the relative PSU TSR percentile achieved is 30th, resulting in a payout percentage of 50%. Performance below this threshold would result in no payout. The maximum payout percentage is 200% of target. For additional information on MPC PSUs, see “2025 Long-Term Incentive Compensation Program—MPC PSUs” on page 132.
MPLX Phantom Units generally vest in equal installments on the first, second and third anniversaries of the grant date and are settled in MPLX common units. Distribution equivalents accrue on the phantom unit awards and are paid on the scheduled vesting dates. Holders of unvested phantom units do not have voting rights.
Grant Date Fair Value reflects the total grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718. The MPC RSU value is based on the MPC common stock closing price ($150.18) on the grant date (or the prior business day if the grant date did not fall on a business day). The MPC PSU value is $160.27 per unit, using a Monte Carlo valuation model. The MPLX phantom unit value is based on the MPLX common unit closing price ($53.91) on the grant date (or the prior business day if the grant date did not fall on a business day).
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
The following table provides information regarding the outstanding equity awards held by our NEOs as of December 31, 2025.
| Option Awards · Stock Awards | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name · Grant Date · Number of Securities Underlying Unexercised Options (#) Exercisable · Number of Securities Underlying Unexercised Options (#) Unexercisable · Option Exercise Price ($) · Option Exercise Date · Number of Shares or Units of Stock That Have Not Vested (#) · Market Value of Shares or Units of Stock That Have Not Vested ($) · Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) · Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | ||||||||||||||||
| Mannen | — | — | MPC | 28,031 | 4,558,682 | 79,302 | 25,793,768 | |||||||||
| — | — | MPLX | 74,819 | 3,993,090 | — | — | ||||||||||
| Hennigan | — | — | MPC | 29,316 | 4,767,661 | 87,554 | 28,477,814 | |||||||||
| — | — | MPLX | 105,943 | 5,654,178 | — | — | ||||||||||
| Hagedorn | — | — | MPC | 2,791 | 453,900 | 8,987 | 2,923,111 | |||||||||
| — | — | MPLX | 9,624 | 513,633 | — | — | ||||||||||
| Benson | 3/1/2020 | 17,196 | — | 47.73 | 3/1/2030 | MPC | 4,292 | 698,008 | 14,268 | 4,640,810 | ||||||
| MPLX | 14,663 | 782,564 | — | — | ||||||||||||
| Floerke | — | — | MPC | 3,896 | 633,606 | 11,984 | 3,897,916 | |||||||||
| — | — | MPLX | 49,963 | 2,666,525 | — | — | ||||||||||
MPC Stock Options generally vest in equal installments on the first, second and third anniversaries of the grant date and expire ten years after the grant date. The exercise price is generally equal to the closing price of MPC’s common stock on the grant date (or the prior business day if the grant date did not fall on a business day). Option holders do not have voting rights or receive dividends on the underlying stock. No stock options have been granted to any NEO since 2020.
Number of Shares or Units of Stock That Have Not Vested reflects the number of unvested MPC RSUs and MPLX phantom units held on December 31, 2025. MPC RSUs and MPLX phantom units generally vest in equal installments on the first, second and third anniversaries of the grant date.
| MPC RSUs · MPLX Phantom Units | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name · Grant Date · Number of RSUs That Have Not Vested (#) · Vesting Date · Grant Date · Number of Phantom Units That Have Not Vested (#) · Vesting Date | ||||||||
| Mannen | 3/1/2023 | 2,418 | 3/1/2026 | 3/1/2023 | 8,658 | 3/1/2026 | ||
| 3/1/2024 | 3,951 | 3/1/2026, 3/1/2027 | 3/1/2024 | 17,298 | 3/1/2026, 3/1/2027 | |||
| 8/1/2024 | 4,614 | 8/1/2026, 8/1/2027 | 3/1/2025 | 48,863 | 3/1/2026, 3/1/2027, 3/1/2028 | |||
| 3/1/2025 | 17,048 | 3/1/2026, 3/1/2027, 3/1/2028 | 74,819 | |||||
| Hennigan | 3/1/2023 | 6,911 | 3/1/2026 | 3/1/2023 | 24,746 | 3/1/2026 | ||
| 3/1/2024 | 11,226 | 3/1/2026, 3/1/2027 | 3/1/2024 | 49,155 | 3/1/2026, 3/1/2027 | |||
| 3/1/2025 | 11,179 | 3/1/2026, 3/1/2027, 3/1/2028 | 3/1/2025 | 32,042 | 3/1/2026, 3/1/2027, 3/1/2028 | |||
| 29,316 | 105,943 | |||||||
| Hagedorn | 3/1/2023 | 269 | 3/1/2026 | 3/1/2023 | 962 | 3/1/2026 | ||
| 3/1/2024 | 948 | 3/1/2026, 3/1/2027 | 3/1/2024 | 4,152 | 3/1/2026, 3/1/2027 | |||
| 3/1/2025 | 1,574 | 3/1/2026, 3/1/2027, 3/1/2028 | 3/1/2025 | 4,510 | 3/1/2026, 3/1/2027, 3/1/2028 | |||
| 2,791 | 9,624 | |||||||
| Benson | 3/1/2023 | 412 | 3/1/2026 | 3/1/2023 | 1,478 | 3/1/2026 | ||
| 3/1/2024 | 1,364 | 3/1/2026, 3/1/2027 | 3/1/2024 | 5,974 | 3/1/2026, 3/1/2027 | |||
| 3/1/2025 | 2,516 | 3/1/2026, 3/1/2027, 3/1/2028 | 3/1/2025 | 7,211 | 3/1/2026, 3/1/2027, 3/1/2028 | |||
| 4,292 | 14,663 | |||||||
| Floerke | 3/1/2023 | 670 | 3/1/2026 | 12/18/2015 | 36,476 | Upon termination without cause* | ||
| 3/1/2024 | 1,213 | 3/1/2026, 3/1/2027 | 3/1/2023 | 2,401 | 3/1/2026 | |||
| 3/1/2025 | 2,013 | 3/1/2026, 3/1/2027, 3/1/2028 | 3/1/2024 | 5,314 | 3/1/2026, 3/1/2027 | |||
| 3,896 | 3/1/2025 | 5,772 | 3/1/2026, 3/1/2027, 3/1/2028 | |||||
- In the event of Mr. Floerke’s termination of employment for any reason other than for cause, the MPLX phantom units he received as part of his retention award in 2015 will become payable.
Market Value of Shares or Units of Stock That Have Not Vested reflects the aggregate value of all unvested MPC RSUs and MPLX phantom units held on December 31, 2025, using the MPC closing common stock price ($162.63) and the MPLX closing common unit price ($53.37) on December 31, 2025, the last trading day of the year.
Equity Incentive Plan Awards That Have Not Vested reflects the number of unvested MPC PSUs held on December 31, 2025. PSUs generally vest following a 36-month performance period.
| Name · Grant Date · Number of PSUs That Have Not Vested (#) · Performance Period · Name · Grant Date · Number of PSUs That Have Not Vested (#) · Performance Period | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Mannen | 3/1/2024 | 17,777 | 1/1/2024 - 12/31/2026 | Benson | 3/1/2024 | 6,400 | 1/1/2023 - 12/31/2025 | |||
| 8/1/2024 | 10,381 | 1/1/2024 - 12/31/2026 | 3/1/2025 | 7,868 | ||||||
| 3/1/2025 | 51,144 | 1/1/2025 - 12/31/2027 | 14,268 | 1/1/2024 - 12/31/2026 | ||||||
| Hennigan | 3/1/2024 | 52,619 | 1/1/2024 - 12/31/2026 | Floerke | 3/1/2024 | 5,689 | 1/1/2024 - 12/31/2026 | |||
| 3/1/2025 | 34,935 | 1/1/2025 - 12/31/2027 | 3/1/2025 | 6,295 | 1/1/2025 - 12/31/2027 | |||||
| 87,554 | 11,984 | |||||||||
| Hagedorn | 3/1/2024 | 4,266 | 1/1/2024 - 12/31/2026 | |||||||
| 3/1/2025 | 4,721 | 1/1/2025 - 12/31/2027 | ||||||||
Market Value of Equity Incentive Plan Awards That Have Not Vested reflects the aggregate value of all unvested MPC PSUs held on December 31, 2025, calculated using the MPC closing common stock price ($162.63) on December 31, 2025, the last trading day of the year, and an assumed payout of 200% per unit, which is the next higher performance achievement that exceeds the performance for these awards measured as of December 31, 2025.
Nonforfeitability of Certain Awards. As of December 31, 2025, each NEO, other than Ms. Mannen and Mr. Hagedorn, is eligible for an Approved Separation, under which their outstanding MPC RSUs, MPC PSUs and MPLX phantom units would become nonforfeitable should they resign under certain conditions, as further discussed under “Potential Payments Upon Termination or Change in Control—Voluntary Termination—Approved Separation” on page 146.
When certain awards become nonforfeitable, applicable taxes are immediately due. So that the participants do not have an out-of-pocket expense for these awards that have not yet distributed, the award is instead reduced to cover the tax obligation. These awards continue to be reflected in the tables above as they remain subject to distribution on their original vesting dates; however, the portions used to pay any associated taxes have been excluded from these tables and are instead included in the “Option Exercises and Stock Vested in 2025” table on page 142.
OPTION EXERCISES AND STOCK VESTED IN 2025
The following table provides information regarding MPC stock options exercised by our NEOs in 2025, as well as MPC RSUs and MPLX phantom units vested in 2025.
| Option Awards · Stock Awards | |||||
|---|---|---|---|---|---|
| Name · Number of Shares Acquired on Exercise (#) · Value Realized on Exercise ($) · Number of Shares/Units Acquired on Vesting (#) · Value Realized on Vesting ($) | |||||
| Mannen | MPC | — | — | 10,229 | 1,561,467 |
| MPLX | — | — | 25,666 | 1,394,690 | |
| Hennigan | MPC | — | — | 23,110 | 3,452,599 |
| MPLX | — | — | 74,629 | 4,056,021 | |
| Hagedorn | MPC | — | — | 1,174 | 174,515 |
| MPLX | — | — | 4,057 | 220,457 | |
| Benson | MPC | 10,879 | 1,091,381 | 1,780 | 268,569 |
| MPLX | — | — | 6,140 | 333,804 | |
| Floerke | MPC | — | — | 2,436 | 365,267 |
| MPLX | — | — | 7,844 | 426,366 | |
Option Awards: Value Realized on Exercise reflects the actual pre-tax gain realized by our NEOs upon exercise of MPC stock options, which is the fair market value of the shares at exercise less the per share grant price. No stock options have been granted to our NEOs since 2020.
Stock Awards: Number of Shares/Units Acquired on Vesting includes the following numbers of shares/units used to pay the taxes associated with the vesting of certain awards held by the NEOs as discussed further under “Outstanding Equity Awards at 2025 Fiscal Year-End”: Mr. Hennigan, 466 MPC RSUs, 1,335 MPLX phantom units; Ms. Benson, 107 MPC RSUs, 306 MPLX phantom units; Mr. Floerke, 85 RSUs, 242 MPLX phantom units.
Stock Awards: Value Realized on Vesting reflects the fair market value of the shares/units on the vesting date.
POST-EMPLOYMENT BENEFITS FOR 2025
2025 Pension Benefits
The following table reflects the actuarial present value of accumulated benefits payable to each NEO under MPC’s Retirement Plan (defined below) and the defined benefit portion of MPC’s Excess Benefit Plan (defined below) as of December 31, 2025. These values have been determined using actuarial assumptions consistent with those used in MPC’s financial statements.
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) |
|---|---|---|---|---|
| Mannen | MPC Retirement Plan | 5.00 | 158,088 | — |
| MPC Excess Benefit Plan | 5.00 | 1,169,614 | — | |
| Hennigan | MPC Retirement Plan | 8.58 | 302,966 | — |
| MPC Excess Benefit Plan | 8.58 | 3,929,065 | — | |
| Hagedorn | MPC Retirement Plan | 8.08 | 220,380 | — |
| MPC Excess Benefit Plan | 8.08 | 283,700 | — | |
| Benson | MPC Retirement Plan | 27.67 | 1,165,312 | — |
| MPC Excess Benefit Plan | 27.67 | 822,789 | — | |
| Floerke | MPC Retirement Plan | 12.42 | 335,392 | — |
| MPC Excess Benefit Plan | 12.42 | 988,227 | — |
Number of Years Credited Service shows the number of years the NEO has participated in each plan. Plan participation service used to calculate each participant’s benefit under the Retirement Plan legacy benefit formula (applicable to Ms. Benson only) was frozen as of December 31, 2009. Mr. Floerke’s credited service for purposes of the Retirement Plan and Excess Benefit Plan includes 2.42 years of service credited for his employment with a subsidiary of MarkWest Energy Partners, L.P., which MPC acquired in 2015.
Present Value of Accumulated Benefit for the legacy benefits under the Retirement Plan was calculated assuming an 85% lump sum election rate with a lump sum interest rate between 0.75% and 2.50% (based on anticipated year of retirement) and the RP-2000 mortality table, and a 15% annuity election rate with a discount rate of 5.50% and the Pri-2012 mortality table with generational mortality improvements in accordance with Scale MP-2021, both calculated assuming retirement at age 62 (or current age, if later). See "Tax-Qualified Defined Benefit Retirement Plan" below for more detail on the legacy benefit formula.
The present value of accumulated benefits for the cash balance benefits under the Retirement Plan was calculated assuming retirement at age 62 (or current age, if later), a discount rate of 5.50%, a cash balance interest credit rating of 4.19% in 2025, 4.75% in 2026 and 4.84% in 2027 and beyond, and the Pri-2012 mortality table with generational mortality improvements in accordance with Scale MP-2021. See "Tax-Qualified Defined Benefit Retirement Plan" below for more detail on the cash balance benefit formula.
Tax-Qualified Defined Benefit Retirement Plan
MPC’s employees, including our NEOs, participate in the Marathon Petroleum Retirement Plan (“Retirement Plan”), a tax-qualified defined benefit retirement plan primarily designed to provide participants with income after retirement. The Retirement Plan is sponsored by Marathon Petroleum Company LP (“MPC LP”), MPC’s indirect wholly owned subsidiary. Participants in the plan become fully vested upon completing three years of vesting service. Normal retirement age under the plan is 65. The plan has both a “legacy” retirement benefit and a “cash balance” retirement benefit.
Legacy Benefit
Prior to 2010, the monthly benefit was determined under the following legacy benefit formula:
Legacy Monthly Benefit = [(1.6% x Monthly Final Average Pay) – (1.33% x Monthly Estimated Primary Social Security Benefit)] x Years of Participation
This formula was amended effective January 1, 2010, to cease future accruals of additional participation years and, as applied to eligible NEOs, cease further compensation updates. No more than 37.5 participation years may be recognized under the formula. Eligible earnings include, but are not limited to, pay for hours worked, pay for allowed hours, military leave allowance, commissions, bonuses and elective deferrals to the Thrift Plan (defined below). Age continues to be updated under the formula.
Under the legacy retirement benefit, a vested participant who is at least age 62 may retire prior to age 65 and receive an unreduced benefit. Participants are eligible for early retirement upon reaching age 50 and completing 10 years of vesting service. If a participant retires between the ages of 50 and 62 with sufficient vesting service, the amount of benefit under the legacy benefit formula is reduced by 3% for each full year between the retirement date and the participant’s 62nd birthday. Ms. Benson has legacy retirement benefits under the plan that remain subject to reduction as she has not reached age 62.
The plan was amended effective August 31, 2022, to allow an active participant who has attained age 59.5 to elect to take an in-service distribution of their legacy retirement benefit on or after December 1, 2022. As of December 31, 2025, Ms. Benson was the only NEO eligible to elect an in-service distribution.
Cash Balance Benefit
Starting in 2010, benefit accruals are determined under the following cash balance formula:
Cash Balance Annual Benefit = (Annual Compensation x Pay Credit Percentage) + (Account Balance x Interest Credit Rate)
Participants receive pay credit percentages based on the sum of their age and cash balance service: participants with fewer than 50 points receive pay credits equal to 7% of compensation; participants with 50-69 points receive pay credits equal to 9% of compensation; and participants with 70 or more points receive pay credits equal to 11% of compensation. For 2025, Messrs. Hennigan and Floerke, and Ms. Benson, received pay credits equal to 11% of compensation, and Ms. Mannen and Mr. Hagedorn received pay credits equal to 9% of compensation.
Annual compensation is limited to $350,000 for 2025 and generally includes wages and salary for time worked, with certain exclusions. Under the cash balance retirement benefit, a vested participant may retire at any age prior to 65 and receive an unreduced benefit. Each NEO has a vested cash balance retirement benefit under the plan that is not subject to reduction upon retirement.
Excess Benefit Plan (Defined Benefit Portion)
The Marathon Petroleum Excess Benefit Plan (“Excess Benefit Plan”), sponsored by MPC LP, is an unfunded nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees, including our NEOs. This plan generally provides benefits that participants would have otherwise received under the tax-qualified Retirement Plan were it not for Internal Revenue Code limitations. For our NEOs, eligible earnings under the plan include the compensation items shown above for the Retirement Plan, but without regard to any Internal Revenue Code limit, as well as any salary and bonus amounts deferred by the NEO under the Executive Deferred Compensation Plan (defined below).
With respect to Ms. Benson, who has frozen legacy-type benefits under the plan, eligible earnings for the legacy-type portion were determined using her highest consecutive 36-month compensation (exclusive of bonuses) and three highest bonuses earned over the 10-year period up to December 31, 2012. None of the other NEOs have a legacy-type benefit under the plan.
The Excess Benefit Plan permits MPC’s Compensation Committee, on a discretionary basis, to extend a lump sum retirement benefit supplement to individual officers of MPC who have a frozen legacy-type benefit under the plan to offset the age-related erosion (if any) of the frozen legacy-type benefit from age 62 until such officer’s actual retirement date or date of death. An officer must be vested under the Retirement Plan to qualify for this benefit supplement. Ms. Benson has frozen legacy-type benefits under the plan; however, MPC’s Compensation Committee has not extended eligibility for this benefit to her at this time.
Tax-Qualified Defined Contribution Retirement Plan
The Marathon Petroleum Thrift Plan (“Thrift Plan”), sponsored by MPC LP, is a tax-qualified, defined contribution retirement plan. In general, all of MPC’s employees, including our NEOs, are immediately eligible to participate in the plan. The purpose of the plan is to assist employees in maintaining a steady program of savings to supplement their retirement income and to meet other financial needs.
The Thrift Plan allows eligible employees, such as our NEOs, to make elective deferral contributions to their plan accounts on a pre-tax, after-tax or “Roth” basis from 1% to a maximum of 75% of their plan-considered gross pay, with such gross pay limited to the applicable Internal Revenue Code annual compensation limit ($350,000 for 2025). Eligible employees who are “highly compensated employees” as determined under the Internal Revenue Code, such as our NEOs, may make after-tax contributions to their plan accounts from only 1% to 6% of their plan-considered gross pay limited to the applicable Internal Revenue Code annual compensation limit ($350,000 for 2025). Employer matching contributions are made on such elective deferrals and after-tax contributions at a rate of 117% up to a maximum of 6% of an employee’s plan-considered gross pay. All employee elective deferrals and after-tax contributions, and all employer matching contributions made, are fully vested.
2025 NONQUALIFIED DEFERRED COMPENSATION
The following table provides information regarding MPC’s nonqualified savings and deferred compensation plans.
| Name · Plan · Executive Contributions in Last Fiscal Year ($) · MPC Company Contributions in Last Fiscal Year ($) · Aggregate Earnings in Last Fiscal Year($) · Aggregate Withdrawals/Distributions($) · Aggregate Balance at Last Fiscal Year-End($) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Mannen | MPC Deferred Compensation Plan | — | — | 6,631 | — | 47,537 | ||||
| MPC Executive Deferred Compensation Plan | — | 311,021 | 141,882 | — | 1,011,433 | |||||
| Hennigan | MPC Deferred Compensation Plan | — | — | 856,755 | — | 7,234,883 | ||||
| MPC Executive Deferred Compensation Plan | — | 313,057 | 386,472 | — | 2,403,333 | |||||
| MPC 2021 Incentive Compensation Plan | — | — | 121,096 | 160,460 | 167,380 | |||||
| MPLX LP 2018 Incentive Compensation Plan | — | — | 461,500 | 498,088 | 664,149 | |||||
| Hagedorn | MPC Excess Benefit Plan | — | — | 957 | — | 44,626 | ||||
| MPC Executive Deferred Compensation Plan | — | 56,776 | 48,849 | — | 271,634 | |||||
| Benson | MPC Excess Benefit Plan | — | — | 540 | — | 25,172 | ||||
| MPC Deferred Compensation Plan | — | — | 38,897 | — | 300,973 | |||||
| MPC Executive Deferred Compensation Plan | — | 87,816 | 109,246 | — | 601,048 | |||||
| MPC 2021 Incentive Compensation Plan | — | — | 15,544 | 10,766 | 19,566 | |||||
| MPLX LP 2018 Incentive Compensation Plan | — | — | 57,458 | 35,307 | 75,565 | |||||
| Floerke | MPC Deferred Compensation Plan | — | — | 105,000 | — | 725,156 | ||||
| MPC Executive Deferred Compensation Plan | 33,909 | 73,743 | 73,494 | — | 540,687 | |||||
| MPC 2021 Incentive Compensation Plan | — | — | 15,079 | 16,750 | 19,636 | |||||
| MPLX LP 2012 Incentive Compensation Plan | — | — | 143,934 | — | 1,057,439 | |||||
| MPLX LP 2018 Incentive Compensation Plan | — | — | 55,694 | 51,793 | 76,001 | |||||
Executive Contributionsare also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “2025 Summary Compensation Table” on page 137.
Company Contributionsare also included in the “All Other Compensation” column of the “2025 Summary Compensation Table” on page 137.
Aggregate Earnings for long-term incentive and incentive compensation plans include accrued dividends/dividend equivalents and distribution equivalents on nonforfeitable MPC RSUs and MPLX phantom unit awards.
Aggregate Withdrawals/Distributions represent the payment of dividends/dividend equivalents and distribution equivalents accrued on nonforfeitable awards.
Aggregate Balance at Last Fiscal Year-End. Of the amounts shown in this column, the following amounts have been reported in our Summary Compensation Table for previous years:
| Mannen | Hennigan | Hagedorn | Benson | Floerke | |
|---|---|---|---|---|---|
| Deferred Compensation Plan | — | 3,366,198 | — | — | 281,099 |
| Executive Deferred Compensation Plan | 184,454 | 1,485,491 | 43,310 | 57,124 | 326,576 |
Excess Benefit Plan (Defined Contribution Portion)
The Excess Benefit Plan is an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Participants receive employer matching contributions equal to the amount they would have otherwise received under the tax-qualified Thrift Plan were it not for Internal Revenue Code limitations.
Defined contribution accruals in the Excess Benefit Plan are credited with interest equal to that paid in a specified investment option of the Thrift Plan, which was 2.19% for the year ended December 31, 2025. All plan distributions are paid in a lump sum following the participant’s separation from service. In general, our NEOs no longer actively participate in the defined contribution portion of the Excess Benefit Plan, and all subsequent-year nonqualified employer matching contributions for NEOs now accrue under the Executive Deferred Compensation Plan (defined below).
Deferred Compensation Plan
The Marathon Petroleum Deferred Compensation Plan (“Deferred Compensation Plan”), sponsored by MPC LP, is an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees, including our NEOs. Effective January 1, 2021, the plan was generally frozen with respect to any further MPC participant salary and bonus deferrals and additional company contribution credited amounts. Prior to the plan’s freeze, participants could defer up to 20% of their salary and bonus each year in a tax-advantaged manner, with irrevocable deferral elections made in December of each year for amounts to be earned in the following year. The plan credited matching contributions on a participant’s deferrals equal to the match under the Thrift Plan (117% as in effect prior to the plan’s freeze) plus an amount equal to the matching contributions the participant would have received, but for Internal Revenue Code limitations and compensation limits, under the Thrift Plan. Participants are fully vested in all amounts credited on their behalf under the plan. Participants may make notional investments of their notional plan accounts from among certain investment options offered under the Thrift Plan, and participants’ notional plan accounts are credited with notional earnings and losses based on the result of those investment elections. Participants generally receive payment of their plan benefits in a lump sum following separation from service.
Executive Deferred Compensation Plan
The Marathon Petroleum Executive Deferred Compensation Plan (“Executive Deferred Compensation Plan”), sponsored by MPC LP, is an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees, including our NEOs. Participants may defer 5% to 50% (in whole percentage increments) of their base salary and annual bonus each year in a tax-advantaged manner. Deferral elections are made each December for amounts to be earned in the following year and are irrevocable. The plan credits matching contributions on a participant’s deferrals equal to the match under the Thrift Plan plus an amount equal to the matching contributions the participant would have received, but for Internal Revenue Code limitations and compensation limits, under the Thrift Plan. Participants are fully vested in their deferrals and matching contributions. Participants may make notional investments of their notional plan accounts from among certain investment options offered under the Thrift Plan, and participants’ notional plan accounts are credited with notional earnings and losses based on the result of those investment elections. Participants may elect to receive payment of their plan benefits in a lump sum or in annual installments over two to five years on or beginning on a specified date while in service or following separation from service.
Section 409A Compliance
All of MPC’s nonqualified deferred compensation plans in which our NEOs participate are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code. As a result, distribution of amounts subject to Section 409A may be delayed for six months following retirement or other separation from service where the participant is considered a “specified employee” for purposes of Section 409A. All of our NEOs are “specified employees” for purposes of Section 409A.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following discussion provides information regarding the compensation payable to our NEOs under each hypothetical termination scenario, assuming that the applicable termination event occurred on December 31, 2025, based on the plans and agreements in place on that date. The actual payments to which an NEO would be entitled may only be determined based upon the actual occurrence and circumstances surrounding the termination.
Our NEOs would be entitled under each termination scenario to receive their vested benefits that have accrued under MPC’s employee and qualified retirement and nonqualified deferred compensation plans. For more information about MPC’s retirement and deferred compensation programs, see “Post-Employment Benefits for 2025” beginning on page 142 and “2025 Nonqualified Deferred Compensation” beginning on page 144.
Voluntary Termination
Resignation
Neither we nor MPC generally enter into employment or severance agreements with our NEOs. An NEO who voluntarily resigns is not entitled to a severance payment in most circumstances, is generally only eligible for a bonus under the ACB program if he or she remained employed through the end of the ACB performance period, and will forfeit LTI awards still subject to forfeiture unless provided otherwise in the applicable award agreement.
Approved Separation
Our NEOs generally are eligible for an Approved Separation once they reach age 55 and have at least five years of employment with MPC or its subsidiaries. As of December 31, 2025, each of our NEOs, other than Ms. Mannen and Mr. Hagedorn, was eligible for an Approved Separation. Ms. Mannen became eligible for an Approved Separation in January 2026.
An NEO who resigns pursuant to an Approved Separation is generally only eligible for a bonus under the ACB program if he or she remained employed through the end of the ACB performance period, unless the NEO is also retirement eligible, in which case he or she is eligible for a bonus in his or her year of retirement as discussed below.
Under the terms of their respective award agreements, MPC PSUs, MPC RSUs and MPLX phantom units generally become nonforfeitable upon an eligible NEO’s Approved Separation provided he or she has held the awards at least six months and provided notice at least three months prior to resignation. MPC’s Compensation Committee may, in its sole discretion, waive this notice requirement. See the tables and accompanying narrative under “Outstanding Equity Awards at 2025 Fiscal Year-End” beginning on page 140 for more information about these nonforfeitable awards and their respective vesting dates.
Mr. Hennigan retired, effective January 1, 2026, having met the eligibility requirements for an Approved Separation. Because he was also retirement eligible, Mr. Hennigan received a bonus under the 2025 ACB program, as reflected above in the “2025 Summary Compensation Table” on page 137. As a result of his Approved Separation, Mr. Hennigan’s 2023, 2024 and 2025 MPC RSUs, MPC PSUs and MPLX phantom units became nonforfeitable upon his retirement. Until distribution, these awards remain subject to customary restrictive and other covenants under the terms of the respective award agreements. Amounts Mr. Hennigan received under MPC’s qualified retirement and nonqualified deferred compensation plans as a result of his retirement are described under ”Post-Employment Benefits for 2025,” beginning on page 142, and “2025 Nonqualified Deferred Compensation,” beginning on page 144.
Retirement
MPC’s employees, including our NEOs, generally are eligible for retirement once they reach age 50 and have at least 10 years of vesting service with MPC or its subsidiaries. As of December 31, 2025, Ms. Benson and Mr. Floerke were retirement eligible.
Retirement-eligible NEOs are eligible for a bonus under the ACB program in their year of retirement. This bonus is generally determined and paid in the normal course and prorated based on eligible earnings for the performance period. Any LTI awards still subject to forfeiture generally would be forfeited upon retirement.
MPC previously maintained a mandatory retirement policy under which, absent a waiver or extension, certain officers in executive or high policymaking positions, including our NEOs, were required to retire from service to the company coincident with, or immediately following, the first of the month after such officer reached age 65. MPC’s Board of Directors rescinded its mandatory retirement policy for officers effective April 30, 2025.
Involuntary Termination Without Cause
Neither we nor MPC generally enter into employment or severance agreements with our NEOs. An NEO whose employment is terminated without cause is eligible for: (i) the same termination allowance plan available to all other MPC employees, which would pay an amount between eight and 62 weeks of salary based either on service or salary level, as well as (ii) a bonus under the ACB program determined and paid in the normal course and prorated for service up to the termination date. As further discussed under Item 9B. Other Information of this report, MPC’s Board of Directors approved changes to the termination allowance plan’s formula applicable to certain employees of MPC, including our NEOs, on February 25, 2026. An NEO whose employment is terminated without cause will forfeit all unvested LTI awards unless provided otherwise in the applicable award agreement.
Involuntary Termination for Cause
An NEO who is involuntarily terminated for cause will not be entitled to a severance payment or a bonus under the ACB program and will forfeit all unvested LTI awards unless provided otherwise in the applicable award agreement.
Death
In the event of the death of an NEO during the ACB performance period, his or her bonus would be paid immediately at target and prorated based on eligible earnings for the performance period. LTI awards would immediately vest in full upon death, with MPC PSUs vesting at the target level.
Change in Control
Our NEOs participate in two change in control severance plans: the MPC Senior Leader Change in Control Severance Benefits Plan (“MPC CIC Plan”) and the MPLX Senior Leader Change in Control Severance Benefits Plan (“MPLX CIC Plan”). These change in control plans are designed to: (i) preserve executives’ economic motivation to consider a business combination that might result in job loss and (ii) compete effectively in attracting and retaining executives in an industry that features frequent mergers, acquisitions and divestitures.
Upon a change in control (as defined in the applicable plan or LTI award) of MPC or MPLX and a qualified termination (as defined in the applicable plan or LTI award), our NEOs would be eligible for the following benefits:
A cash severance payment equal to three times the sum of the NEO’s current annual base salary and current target annual cash bonus;
A cash welfare benefits payment equal to 18 months of the current monthly COBRA premium; and
Accelerated vesting of all outstanding MPC LTI awards (in the case of an MPC change in control) and/or all outstanding MPLX LTI awards (in the case of an MPLX change in control).
Benefits under each plan are payable only upon a change in control and a qualified termination. A qualified termination generally occurs when an NEO’s employment with our affiliates and us ends in connection with, or within two years after, a change in control. A qualified termination for this purpose does not include an NEO’s:
Separation due to death;
Termination for cause (as defined in the applicable plan); or
Voluntary termination without good reason (as defined in the applicable plan). “Good reason” generally includes a material reduction in base compensation, authority, duties or responsibilities, or being required to relocate more than 50 miles from one’s current location.
An NEO’s receipt of benefits under each plan is generally subject to a requirement that he or she execute (and not revoke or breach) a release containing standard restrictive covenants. In the event of a change in control and qualified termination under both plans, our NEOs would receive benefits under only one plan – whichever provides the greater benefits at that time. NEOs who receive an offer for comparable employment from an acquirer or successor entity in an MPLX change in control will not be eligible to receive benefits under the MPLX CIC Plan.
The following table shows compensation payable to our NEOs as a direct result of each specified hypothetical termination scenario, assuming the applicable termination event occurred on December 31, 2025, based on the plans and agreements in place on that date.
| Name | Severance ($) | MPC RSUs/ MPLX Phantom Units Vested($)(1)(2) | MPC PSUs Vested($)(1)(3) | Life and Health Insurance Benefits ($)(4) | Total($) | |
|---|---|---|---|---|---|---|
| Mannen | Voluntary/Involuntary Termination(5) | — | — | — | — | — |
| Change in Control w/ Qualified Termination | 11,130,000 | 8,551,770 | 12,896,885 | 30,596 | 32,609,251 | |
| Death | — | 8,551,770 | 12,896,885 | 2,800,000 | 24,248,655 | |
| Hagedorn | Voluntary/Involuntary Termination(5) | — | — | — | — | — |
| Change in Control w/ Qualified Termination | 2,887,500 | 967,533 | 1,461,556 | 40,407 | 5,356,996 | |
| Death | — | 967,533 | 1,461,556 | 1,100,000 | 3,529,089 | |
| Benson | Voluntary/Involuntary Termination(5) | — | — | — | — | — |
| Change in Control w/ Qualified Termination | 3,990,000 | — | — | 16,074 | 4,006,074 | |
| Death | — | — | — | 1,400,000 | 1,400,000 | |
| Floerke | Voluntary/Involuntary Termination(5) | — | — | — | — | — |
| Change in Control w/ Qualified Termination | 3,596,250 | — | — | 30,254 | 3,626,504 | |
| Death | — | — | — | 1,370,000 | 1,370,000 |
(1) LTI amounts in this table reflect the value of equity that would vest on an accelerated basis as a direct result of each scenario. Because of their eligibility for an Approved Separation, as discussed above, each NEO, other than Ms. Mannen and Mr. Hagedorn, holds LTI awards that have become nonforfeitable by their terms. Awards no longer subject to forfeiture are not included in this table. See the tables and accompanying narrative under “Outstanding Equity Awards at 2025 Fiscal Year-End” beginning on page 140 for more information about these nonforfeitable awards and their respective vesting dates.
(2) Amounts shown are calculated based on the closing prices of MPC common stock ($162.63) and MPLX common units ($53.37) on December 31, 2025, the last trading day of the year.
(3) MPC PSUs would be paid out based on actual performance for the period from the grant date to the date of change in control/death, and target performance for the period from the date of change in control/death to the end of the performance period. Amounts shown are calculated using the MPC PSUs’ target value ($162.63, the closing price of MPC common stock on December 31, 2025, the last trading day of the year).
(4) Under a change of control with a qualified termination, this amount represents the value of 18 months of COBRA premiums. In the event of death, this amount represents the value of life insurance that would be paid out to the applicable NEO’s estate.
(5) Includes the following termination scenarios: Resignation, Approved Separation, Retirement, Involuntary Termination without Cause and Involuntary Termination for Cause.
CEO PAY RATIO
We do not determine the total compensation of our CEO or of any of the other personnel responsible for managing and operating our business, all of whom are employed by MPC and not by our general partner or us. Because we do not directly employ any employees and do not determine or pay total compensation to the employees of MPC who manage and operate our business, we do not have a median employee whose total compensation can be compared to the total compensation of our CEO.
DIRECTOR COMPENSATION
Officers or employees of our general partner or MPC who also serve as our directors do not receive additional compensation for their service as our directors. Directors who are not officers or employees of our general partner or MPC receive compensation as “non-management directors.”
Annual Retainers
Our non-management directors received the following cash and equity retainers for their service on the Board in 2025.
| Annual Total | |||
|---|---|---|---|
| Cash Retainer · •Paid quarterly in equal installments: | |||
| –Board Member | $100,000 | ||
| Additional Leadership Cash Retainers | •Paid quarterly in equal installments (in addition to Board Member retainer): | ||
| –Lead Director | $25,000 | ||
| –Audit Committee Chair | $25,000 | ||
| –Conflicts Committee Chair | $25,000 | ||
| Conflicts Committee Meeting Fee | •Per meeting, in excess of six meetings | $1,500 | |
| Equity Retainer | •Granted annually, generally on the day following MPC’s annual meeting, in the form of MPLX phantom units* | $125,000 | ** |
| •Directors receive distribution equivalents in the form of additional MPLX phantom units | |||
- The equity retainer was historically granted quarterly in equal installments. Directors received quarterly grants for the first two quarters of 2025, with the grant for the second quarter prorated for service from April 1 through April 30. On May 1, 2025, pursuant to a change in our non-management director compensation program, directors received an annual grant for 2025, and will receive one annual grant, generally made on the day following MPC’s annual meeting, going forward.
** The annual equity retainer will be increased to $150,000 beginning with the 2026 annual equity award.
Deferral of Equity Compensation
MPLX phantom units awarded to non-management directors for Board service in the first two quarters of 2025, including those received as distribution equivalents, were automatically deferred, payable in MPLX common units only upon a director’s departure from the Board. Under the MPLX GP LLC Non-Management Director Compensation Policy, beginning with the annual equity award made May 1, 2025, directors may now elect whether to defer distribution of their award until their departure from the Board. Awards for which no deferral election is made will generally distribute upon the first anniversary of the grant date.
Director Unit Ownership Guidelines
Under our unit ownership guidelines, each non-management director is required to hold at least five times the value of the annual cash retainer in MPLX common units, including phantom units. Directors have five years from the commencement of their service on the Board to satisfy these guidelines. All non-management directors either meet these guidelines or are on track to comply within the applicable five-year period.
Matching Gifts
Under MPC’s matching gift programs, directors may elect to have MPC match up to $10,000 annually of their contributions to certain tax-exempt educational institutions and up to $10,000 annually of their contributions to certain eligible tax-exempt charitable organizations. The annual limit for each program is applied based on the date of the director’s gift to the institution or charitable organization.
2025 Director Compensation Table
The following table shows compensation earned by or paid to our non-management directors during 2025 for service on our Board.
| Name | Fees Earned or Paid in Cash ($) | Unit Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Christine S. Breves | 100,000 | 166,552 | 20,000 | 286,552 |
| Christopher A. Helms | 150,000 | 166,552 | — | 316,552 |
| Garry L. Peiffer | 125,000 | 166,552 | 20,000 | 311,552 |
| Frank M. Semple | 100,000 | 166,552 | — | 266,552 |
| J. Michael Stice | 100,000 | 166,552 | — | 266,552 |
| John P. Surma | 100,000 | 166,552 | — | 266,552 |
| Ray N. Walker, Jr. | 35,054 | 85,274 | — | 120,328 |
Fees Earned or Paid in Cash reflect cash retainers earned for Board service in 2025.
Unit Awards reflect the aggregate grant date fair value of MPLX phantom units, calculated in accordance with financial accounting standards. During 2025, non-management directors received: (i) quarterly grants of MPLX phantom units valued at $31,250 for the first quarter and $10,302 for the second quarter (prorated for service through April 30, 2025), in each case based on the grant date closing price of MPLX common units and (ii) a 2025 annual grant of MPLX phantom units valued at $125,000 based on the average daily closing price for MPLX common units in the 30 calendar days preceding the grant date. The aggregate number of MPLX phantom units outstanding for each non-management director as of December 31, 2025 is:
Ms. Breves, 11,619; Mr. Helms, 68,466; Mr. Peiffer, 62,892; Mr. Semple, 52,285; Dr. Stice, 44,260; Mr. Surma, 68,466; Mr. Walker, 1,712.
All Other Compensation reflects charitable contributions under MPC’s matching gifts programs, as described above. Each program is subject to an annual limit of $10,000, up to an aggregate of $20,000.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.