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CEO Who Battled Activists for Years May Now Face His Reckoning

David Wethe

(Bloomberg) -- Gary Heminger has been fighting activist shareholders for almost as long as Marathon Petroleum Corp. has existed. Now he may be fighting for his job.

Heminger, whose compensation as chairman and chief executive officer exceeds his counterpart’s at Exxon Mobil Corp., has been at the helm while Marathon lost a third of its value after closing a $22 billion refining deal last year. As Elliott Management Corp. renews its call to break up the company, the Ohio native’s job may be on the line, according to Matthew Blair, an analyst at Tudor Pickering Holt & Co.

Heminger -- who was given an exemption from the company’s age-65 mandatory retirement rule in July 2018 -- took charge of the fuel maker when Marathon Oil Corp. spun off the business in 2011. While he has previously assuaged investors including Jana Partners and overseen a five-fold rise in dividend payouts, the company has faltered more recently as it sought to expand through acquisitions, including the purchase of rival Andeavor.

“Every CEO needs to put up good results or potentially face some changes, and MPC has already kicked out their CFO,” Blair said. “There’s definite unhappiness with the way things have gone since the Andeavor deal closed; a lot of shareholders are just simply very frustrated with Heminger.”

Phillips 66 and Valero Energy Corp. churned out total returns of 23% and 21%, respectively, in the two-year period ending at Tuesday’s close, while Marathon delivered a gain of less than 9%. Only PBF Energy Inc. lagged that result with a 8.1% return. And though the company earlier this year agreed to merge its Andeavor and MPLX LP pipeline units, Elliott says the corporate structure remains overly complex.

Elliott’s Demands

In 2016, Elliott made a similar demand for the company to split its three main businesses -- Speedway convenience stores, MPLX pipeline assets and refining operations. While the Findlay, Ohio-based refiner took steps to simplify its pipeline partnership a year later at the activist investor’s urging, it rejected a proposal to spin off Speedway.

“Elliott may not go away as easily as they did in 2016-2017 given MPC’s underperformance,” Brad Heffern, an analyst at RBC Capital Markets, wrote Wednesday in a note to investors. “And while management changes were not suggested in the letter, that could become part of the toolkit.”

Heminger, who was 65 at the time of the company’s annual proxy filing in March, sits on several boards, including that of The Ohio State University and American Petroleum Institute. A Marathon spokesman declined to comment, and said the CEO wasn’t available for an interview.

Leadership Uncertainty

This is not the first time investors have grumbled about Marathon’s leadership.

“Clients remain frustrated by the performance of Marathon Petroleum, with reports of as many as five activists now agitating for management change, as the one-year, post-deal commitment of Andeavor CEO Greg Goff comes to an end October 1st,” Paul Sankey, an analyst at Mizuho Securities, wrote last month in a note to investors. “Little has been said, least of all by Marathon, as to whether Goff will leave or stay on.”

Fernando Valle, an analyst at Bloomberg Intelligence, said while he thinks Heminger may not be removed, the CEO will find it tough to hold on to the Speedway business this time around.

“The leverage picture is not favorable to him right now, as opposed to 2016,” Valle said. “And he will face increased scrutiny to unlock value from a stock that has severely underperformed its peers despite having one of the best footprints in the industry.”

--With assistance from Joe Carroll and Michael Bellusci.

To contact the reporter on this story: David Wethe in Houston at dwethe@bloomberg.net

To contact the editors responsible for this story: Simon Casey at scasey4@bloomberg.net, Pratish Narayanan, Joe Carroll

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