Mergers & Acquisitions

Marathon Petroleum Appoints Investor-Backed Director

Elliott Management-approved executive will fill seat of retiring Goff
Photograph courtesy of Marathon Petroleum

FINDLAY, Ohio — Marathon Petroleum Corp. has entered into an agreement with investor Elliott Management and has appointed Jonathan Cohen to the company's board of directors, effective immediately. Cohen fills the seat of Greg Goff, executive vice chairman of Marathon Petroleum and member of the board of midstream company MPLX GP LLC, who has elected to retire Dec. 31.

Marathon Petroleum announced Oct. 31 that it intends to spin off its 4,000-unit Speedway retail convenience-store network into an independent, publicly traded company, creating the largest U.S.-listed convenience store operator. Part of an ongoing strategic review, that decision came in part also through a push by New York-based Elliott Management, which holds a 2.5% stake in the integrated refiner-marketer, for Marathon Petroleum to separate into three independent companies: refining, midstream and retail.

In an update, Marathon Petroleum said the effort to spin off Speedway is “progressing well” and the company has targeted early fourth-quarter 2020 to complete the transaction, subject to customary closing conditions and regulatory approvals.

Cohen joins the board with valuable executive leadership and financial experience in the energy and natural resources industry, according to Gary Heminger, Marathon Petroleum chairman and CEO.

Cohen, chairman of Falcon Minerals Corp., was a founder and executive of multiple energy-related businesses in the exploration and production and midstream sectors. Among others, he was co-founder and vice chairman of Atlas Energy Inc.; co-founder of Atlas Pipeline Partners LP; and co-founder of the general partner of Arc Logistics Partners LP. He was previously on the board of Energen Corp.

"We look forward to his contributions as we continue executing on our strategic initiatives," Heminger said.

Cohen will serve on the special committee of the Marathon Petroleum board charged with evaluating options for the MPLX LP midstream business, as well as the special committee of the board charged with overseeing the ongoing Marathon Petroleum CEO search process.

"We believe Jonathan will be a positive addition to the [Marathon Petroleum] board and the special committees given his extensive energy experience and financial expertise. We look forward to the continued progress of the company's ongoing strategic initiatives and think Jonathan will add a valuable perspective to those efforts," said Elliott Management Senior Portfolio Manager John Pike and Associate Portfolio Manager Phillip Zeigler.

Marathon Petroleum also agreed to add an independent adviser to serve in a nonvoting capacity as adviser to the special committee of the board evaluating midstream options. The board expects to provide an update on the work of the special midstream committee in first-quarter 2020.

Findlay, Ohio-based Marathon Petroleum is an integrated downstream energy company. It operates 16 refineries, and its marketing system includes approximately 7,800 branded U.S. locations, including about 5,600 Marathon-branded retail outlets. It also owns the general partner and majority limited partner interest in midstream marketing company MPLX. Marathon Petroleum subsidiary Speedway LLC, Enon, Ohio, owns and operates approximately 4,000 convenience stores in 30 states under the brands Speedway, SuperAmerica, Arco and others. Speedway is No. 3 in CSP’s 2019 Top 202 ranking of U.S. c-store chains by number of company-owned retail locations.

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