Business Context and Reporting Period
This Form 8-K Current Report was filed by Marathon Petroleum Corporation on December 12, 2025, regarding events reported on December 18, 2025. The filing focuses on executive leadership changes within the Company's financial management team.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a disclosure of personnel changes and associated compensation arrangements rather than a financial performance report.
Material Changes
The primary material change disclosed is the appointment of Maria A. Khoury as Executive Vice President and Chief Financial Officer, effective January 19, 2026. She will succeed John J. Quaid, who will cease serving as CFO on that date and transition to a non-executive officer role.
Management Commentary and Compensation Details
Ms. Khoury brings extensive experience from Danaher Corporation and GE, including roles in biotechnology, life sciences, and oil & gas finance. Her compensation package includes:
- Base Salary: $800,000 annually.
- Annual Cash Bonus: Target opportunity of 100% of base salary ($800,000), subject to performance goals.
- Long-Term Incentive (LTI): Target award value of $2,400,000 for 2026.
- One-Time Equity Grant: Restricted stock units valued at $275,000, vesting in three equal annual installments starting one year after the grant date.
- Benefits: Eligibility for standard health, life insurance, disability, relocation, and retirement plans.
The one-time equity grant is intended to compensate Ms. Khoury for forfeited equity incentives from her previous employer.
Investor Verification Checklist
- Verify the exact effective date of the CFO transition (January 19, 2026) and the duration of the transition period for the outgoing CFO.
- Review the 2025 Proxy Statement (filed March 17, 2025) for detailed terms of the Annual Cash Bonus and Long-Term Incentive programs.
- Confirm the vesting schedule and performance conditions attached to the $275,000 restricted stock unit grant.
- Monitor future filings for any changes to the transition plan or additional executive appointments.