UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
Murphy USA Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of the transaction: |
(5) | Total fee paid: |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
|
DEAR STOCKHOLDER:
The Board of Directors and management cordially invite you to attend Murphy USAs Annual Meeting of Stockholders to be held at 8:00 a.m., Central Time, on Wednesday, May 5, 2021. We will be holding this years meeting virtually, via live webcast. The formal notice of the Annual Meeting of Stockholders and Proxy Statement follow.
Whether or not you attend the Annual Meeting, it is important that your shares are represented and voted before or at the meeting. Therefore, we urge you to vote promptly and submit your proxy via the internet, by phone, or by signing, dating, and returning the enclosed proxy card. If you attend the virtual Annual Meeting, you can vote at the meeting, even if you have previously submitted your proxy.
On behalf of the Board of Directors, we would like to express our appreciation for your investment in Murphy USA.
|
ON BEHALF OF THE BOARD OF DIRECTORS, WE WOULD LIKE TO EXPRESS OUR APPRECIATION FOR YOUR INVESTMENT IN MURPHY USA.
|
Sincerely,
| ||
R. Madison Murphy Chairman of the Board of Directors Murphy USA Inc. March 26, 2021 |
NOTICE OF ANNUAL MEETING
DATE AND TIME | LOCATION | RECORD DATE | ||||||
Wednesday, May 5, 2021 8:00 a.m. Central Time |
|
Virtual Meeting www.virtualshareholdermeeting.com/MUSA2021 |
|
Record Date The close of business March 5, 2021 |
The Annual Meeting of Stockholders of Murphy USA Inc. (the Company) will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/MUSA2021 on Wednesday, May 5, 2021, at 8:00 a.m., Central Time, for the following purposes:
1. | Election of three Class II directors whose current terms expire on the date of the 2021 Annual Meeting; |
2. | Approval of executive compensation on an advisory, non-binding basis; |
3. | Ratification of the action of the Audit Committee of the Board of Directors in appointing KPMG LLP as the Companys independent registered public accounting firm for fiscal 2021; and |
4. | Such other business as may properly come before the meeting. |
Only stockholders of record at the close of business on March 5, 2021, the record date fixed by the Board of Directors of the Company, will be entitled to notice of and to vote at the meeting. A list of all stockholders entitled to vote is on file at the office of the Company, 200 E. Peach Street, El Dorado, Arkansas 71730 and will be made available electronically on the virtual meeting website during the meeting.
Cast Your Vote Right Away
It is very important that you vote. Please cast your vote right away on all of the proposals listed above to ensure that your shares are represented. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials (Notice) you received in the mail or, if you requested to receive printed proxy materials, on your enclosed proxy card.
Notice and Access
Important Notice Regarding the Availability of Proxy Materials for
the Stockholder Meeting to be held on May 5, 2021:
The Notice of 2021 Annual Meeting, 2021 Proxy Statement and 2020 Annual Report
on Form 10-K are available, free of charge, at www.proxyvote.com.
This year, we will be furnishing proxy materials over the internet to a number of our stockholders under the U.S. Securities and Exchange Commissions notice and access rules. Many of our stockholders will receive the Notice in the mail instead of a paper copy of this Proxy Statement, a proxy card or voting instruction card and our 2020 Annual Report. We believe that this process will reduce the environmental impact of our Annual Meeting as well as reduce the costs of printing and distributing our proxy materials. The Notice will instruct you as to how you may access and review all of the proxy materials on the internet.
All stockholders who do not receive the Notice will receive a paper copy of the proxy materials and our 2020 Annual Report by mail, unless they have previously elected to receive proxy materials by email. We remind stockholders who receive the Notice that the Notice is not itself a proxy card and should not be returned with voting instructions. The Notice only presents an overview of the more complete proxy materials. Stockholders should review the proxy materials before voting.
The Notice contains instructions on how to access our proxy materials and vote over the internet at www.proxyvote.com and how stockholders may receive a paper copy of our proxy materials, including this Proxy Statement, a proxy card or voting instruction card and our 2020 Annual Report. At www.proxyvote.com, stockholders may also request to receive future proxy materials in printed form by mail or electronically by email.
2021 Virtual Annual Stockholder Meeting
The Board of Directors has determined to hold a virtual annual meeting via livestream. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/MUSA2021. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 8:00 a.m., Central Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 7:45 a.m., Central Time. If you experience technical difficulties during the check-in process or during the meeting please call 800-886-1548 (U.S.) or 303-562-9302 (International) for assistance.
By the Order of the Board of Directors
Gregory L. Smith
Secretary
El Dorado, Arkansas
March 26, 2021
PROXY STATEMENT | VOTING SECURITIES |
PAGE 2 |
|
PROPOSAL 1 | ELECTION OF DIRECTORS |
The following Class II directors are nominated for re-election at this Annual Meeting of Stockholders.
FRED L. HOLLIGER | Age: 73 Director since: August 2013 | |||
Chairman and CEO of Giant Industries (a NYSE petroleum refining and retail convenience store company) from 2002 to 2007; Independent consultant to Western Refining Company (a NYSE crude oil refiner and marketer) from 2007 through June 2012
Qualifications: Mr. Holliger spent his entire 36-year career in the petroleum industry in a variety of engineering, marketing, supply and general management positions. His long career in the oil and gas industry along with his leadership experience allows him to provide numerous insights to our Board. | ||||
Board Committees: | Executive Compensation Committee Nominating and Governance Committee
|
JAMES W. KEYES | Age: 66 Director since: August 2013 | |||
Director of LightJump Acquisition Corporation (NASDAQ) since January 2021; Chairman of Wild Oats LLC, since January 2012; Chief Executive Officer of Fresh & Easy, LLC from November 2012 to October 2015, which filed for reorganization under Chapter 11 of the US Bankruptcy Code in October 2015; Chairman and Chief Executive Officer of Blockbuster (a provider of home movie and video game rental services) from 2007 to 2011, which filed for reorganization under Chapter 11 of the US Bankruptcy Code in September 2010; Chief Executive Officer of 7-Eleven Inc. from 2000 to 2005
Qualifications: Mr. Keyes experience running large companies, and specifically 7-Eleven Inc. (a major retail gasoline chain), along with his leadership on the successful sale of Blockbusters assets to Dish Networks through its restructuring process, provides invaluable business and industry expertise to our Board. | ||||
Board Committees: | Executive Committee Executive Compensation Committee |
DIANE N. LANDEN | Age: 60 Director since: August 2013 | |||
Owner and President of Vantage Communications, Inc. (private company in investment management, communications and broadcast property ownership) since 1990; Chairman and Executive Vice President of Noalmark Broadcasting Corporation (a private radio and media company) since 2012; Partner at Munoco Company L.C. (a private oil and gas exploration and production company) since 2012; Secretary and Director of Loutre Land and Timber Company (a private natural resources company) since 1998, and serves on its Executive and Nominating Committees
Qualifications: Ms. Landen has 30 years experience in investment management, communications and broadcast property ownership. She has, through her involvement in these many and varied business ventures, developed a broad range of experience in operating successful companies, allowing her to make significant contributions to our Board. | ||||
Board Committees: | Nominating and Governance Committee (Chair) Audit Committee |
PAGE 4 |
|
PROPOSAL 1 | ELECTION OF DIRECTORS |
The following Class III and Class I directors are not up for re-election at this Annual Meeting of Stockholders. Class III directors will be up for election at our Annual Meeting in 2022 and Class I directors will be up for election at our Annual Meeting in 2023.
Class III Directors (terms expiring at the 2022 Annual Meeting)
R. MADISON MURPHY | Age: 63 Director since: August 2013 | |||
Chairman of the Murphy USA Board of Directors since August 2013; Director of Murphy Oil Corporation (Murphy Oil) since 1993 and serves on its Executive Committee and as Chair of its Audit Committee; Chairman of the Board of Murphy Oil from 1994 to 2002 and Chief Financial Officer of Murphy Oil from 1992 to 1994; Managing Member, Murphy Family Management, LLC (manages investments, farm, timber and real estate) since 1998; Director of Deltic Timber Corporation (a NYSE natural resources and timberland company) from 1996 until its merger with Potlatch Corporation in February 2019
Qualifications: Mr. Murphy served as Chairman of the Board of Murphy Oil from 1994 to 2004. This background, along with his current membership on the Board of Directors of Murphy Oil and his past membership on the Board of Directors of BancorpSouth, Inc. (a NYSE bank holding company) and Deltic Timber Corporation, brings to the Board invaluable corporate leadership and financial expertise. | ||||
Board Committees: | Executive Committee (Chair) Ex-officio of all Committees |
R. ANDREW CLYDE | Age: 57 Director since: August 2013 | |||
Director of The Federal Reserve Bank of Saint Louis since January 2021; President and Chief Executive Officer of Murphy USA since August 2013; Partner (global energy practice), Booz & Company (and prior to August 2008, Booz Allen Hamilton) (a global management and strategy consulting firm) from 2000 to 2013, where he held leadership roles as North American Energy Practice Leader and Dallas office Managing Partner and served on the firms board Nominating Committee
Qualifications: Mr. Clydes leadership over Murphy USAs successful value creation strategy and his previous consulting experience working with downstream energy and retail clients on corporate and business unit strategy, organization, and performance improvement, make him a valuable member of our Board. | ||||
Board Committees: | Executive Committee |
DAVID B. MILLER | Age: 71 Director since: January 2016 | |||
Co-Founder and Partner of EnCap Investments L.P., a leading provider of private equity capital to the oil and gas industry since 1988; President of PMC Reserve Acquisition Company, a partnership jointly owned by EnCap and Pitts Energy Group, from 1988 to 1996; Co-Chief Executive Officer and Co-Founder of MAZE Exploration Inc., a Denver-based oil and gas company, from 1981 to 1988; Director of Halcon Resources Corporation (an independent NYSE energy company) from 2012 to 2016
Qualifications: Mr. Millers broad energy industry knowledge and his leadership experience and expertise in business valuation, capital structure and strategic relationships complement the collective strength and leadership of our Board. | ||||
Board Committees: | Executive Compensation Committee Nominating and Governance Committee |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 5 |
PROPOSAL 1 | ELECTION OF DIRECTORS |
Class I Directors (terms expiring at the 2023 Annual Meeting)
CLAIBORNE P. DEMING | Age: 66 Director since: August 2013 | |||
Chairman of the Board of Murphy Oil since March 2012, also Chairman of its Executive Committee; President and Chief Executive Officer of Murphy Oil from October 1994 through December 2008
Qualifications: Mr. Demings previous experience as President and Chief Executive Officer of Murphy Oil gives him insight into the Companys challenges, opportunities and operations. Among other qualifications, Mr. Deming brings to the Board executive leadership skills and 40 years experience in the oil and gas industry.
| ||||
Board Committees: | Executive Compensation Committee (Chair) Executive Committee
|
HON. JEANNE L. PHILLIPS | Age: 67 Director since: November 2018 | |||
Senior Vice President, Corporate Engagement & International Relations of Hunt Consolidated, Inc. where she has been employed since 2004; U.S. Permanent Representative to the Organization for Economic Cooperation and Development (OECD) with rank of ambassador in Paris from 2001 to 2003
Qualifications: Ambassador Phillips significant experience in government affairs, corporate leadership and crisis communications in the energy industry provide her with a broad base of knowledge, and her service and experience involving many varied entities at the state, national and international levels provide her with additional insights, all of which make her a strong asset to our Board. | ||||
Board Committees: | Audit Committee Nominating and Governance Committee |
JACK T. TAYLOR | Age: 69 Director since: August 2013 | |||
Director of Genesis Energy LP since 2013 (a NYSE midstream energy master limited partnership) and serves as a member of the Audit and the Governance, Compensation and Business Development Committees; Director of Sempra Energy (a NYSE Fortune 500 energy services company) since 2013 and serves as a member of the Executive, Audit and Compensation Committees; Chief Operating Officer-Americas and Executive Vice Chair of U.S. Operations for KPMG LLP from 2005 to 2010
Qualifications: Mr. Taylor has extensive experience with financial and public accounting issues as well as a deep knowledge of the energy industry. He spent over 35 years as a public accountant at KPMG LLP, serving in a leadership capacity during many of those years. He is a National Association of Corporate Directors Board Leadership Fellow and a member of the NACDs Audit Committee Chair Advisory Council. This experience with financial and public accounting issues, together with his executive experience and knowledge of the energy industry, make him a key contributor to our Board. | ||||
Board Committees: | Audit Committee (Chair) |
THE BOARD RECOMMENDS A VOTE FOR THE CLASS II DIRECTORS NOMINATED BY THE BOARD.
PAGE 6 |
|
BOARD AND GOVERNANCE MATTERS | RISK MANAGEMENT |
Our Board of Directors has established several standing committees in connection with the discharge of its responsibilities. The following table presents the standing committees of the Board and the current membership of the committees and the number of times each committee met in 2020.
NOMINEE / DIRECTOR |
AUDIT | EXECUTIVE | EXECUTIVE COMPENSATION |
NOMINATING AND GOVERNANCE | ||||
R. Madison Murphy |
X(2) | X(1) | X(2) | X(2) | ||||
R. Andrew Clyde |
X | |||||||
Claiborne P. Deming |
X | X(1) | ||||||
Fred L. Holliger |
X | X | ||||||
James W. Keyes |
X | X | ||||||
Diane N. Landen |
X | X(1) | ||||||
David B. Miller |
X | X | ||||||
Hon. Jeanne L. Phillips |
X | X | ||||||
Jack T. Taylor |
X(1) | |||||||
Number of meetings in 2020 |
9 | 8 | 3 | 4 |
(1) | Committee Chair |
(2) | Ex-Officio |
PAGE 8 |
|
BOARD AND GOVERNANCE MATTERS | COMMITTEES |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 9 |
BOARD AND GOVERNANCE MATTERS | MEETINGS AND ATTENDANCE |
2020 Non-Employee Director Compensation Table
NAME |
FEES EARNED OR PAID IN CASH(1) ($) |
STOCK AWARDS(2) ($) |
ALL OTHER COMPENSATION(3) ($) |
TOTAL ($) |
||||||||||||
R. Madison Murphy |
235,000 | 128,292 | 25,000 | 388,292 | ||||||||||||
Claiborne P. Deming |
110,000 | 128,292 | 10,000 | 248,292 | ||||||||||||
Fred L. Holliger |
95,000 | 128,292 | | 223,292 | ||||||||||||
James W. Keyes |
95,000 | 128,292 | | 223,292 | ||||||||||||
Diane N. Landen |
107,000 | 128,292 | 20,000 | 255,292 | ||||||||||||
David B. Miller |
95,000 | 128,292 | | 223,292 | ||||||||||||
Hon. Jeanne L. Phillips |
95,000 | 128,292 | | 223,292 | ||||||||||||
Jack T. Taylor |
115,000 | 128,292 | 25,000 | 268,292 |
(1) | The amounts shown reflect the cash retainers paid during the fiscal year ended December 31, 2020. |
(2) | The amounts shown reflect the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718 regarding stock compensation, for restricted stock unit awards and dividend equivalent units granted to the non-employee directors in 2020. The aggregate number of unvested restricted stock units and dividend equivalent units held as of December 31, 2020 by Hon. Jeanne L. Phillips was 2,799 and 4,030 for each other non-employee director. |
(3) | The amounts shown represent contributions made on behalf of Mr. Murphy, Mr. Deming, Mrs. Landen and Mr. Taylor to charitable organizations under our gift matching program. |
The column above showing All Other Compensation represents the incremental cost of matching gifts. The non-employee directors are eligible to participate in our gift matching program on the same terms as Murphy USA employees. Under this program, an eligible persons total gifts of up to $12,500 per calendar year will qualify. The Company will contribute to qualified educational institutions and hospitals in an amount equal to twice the amount contributed by the eligible person. The Company will contribute to qualified welfare and cultural organizations in an amount equal to the contribution made by the eligible person.
PAGE 10 |
|
BOARD AND GOVERNANCE MATTERS | NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES AND PLEDGING |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 11 |
BOARD AND GOVERNANCE MATTERS | AUDIT COMMITTEE REPORT |
PAGE 12 |
|
OWNERSHIP OF MURPHY USA COMMON STOCK
|
Security Ownership Of Certain Beneficial Owners
The following are known to the Company to be the beneficial owners of more than five percent of the Companys common stock (as of the most recent date of such stockholders Schedule 13G filing for Murphy USA with the SEC):
NAME AND ADDRESS OF BENEFICIAL OWNER |
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1) |
PERCENTAGE | ||||||
BlackRock, Inc. 40 East 52nd Street New York, NY 10022(2) |
3,012,285 | 10.5 | % | |||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355(3) |
2,756,492 | 9.6 | % |
(1) | Includes common stock for which the indicated owner has sole or shared voting or investment power and is based on the indicated owners Schedule 13G filing for Murphy USA for the period ended December 31, 2020. |
(2) | A parent holding company or control person of the entities holding Murphy USA shares in accordance with Rule 13d-1(b)(1)(ii)(G). Total includes 2,981,297 shares with sole voting power, 0 shares with shared voting power, 3,012,285 shares with sole dispositive power and 0 shares with shared dispositive power. |
(3) | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). Total includes 0 shares with sole voting power, 63,330 shares with shared voting power, 2,671,103 shares with sole dispositive power and 85,389 shares with shared dispositive power. |
Security Ownership of Directors and Management
The following table sets forth information, as of the record date, concerning the number of shares of Common Stock of the Company beneficially owned by all directors and nominees, each of the Named Executive Officers (as listed in the first table of the Compensation Discussion and Analysis section of this Proxy) and directors and executive officers as a group.
NAME |
PERSONAL WITH FULL VOTING AND INVESTMENT POWER(1)(2) |
PERSONAL AS BENEFICIARY OF TRUSTS |
VOTING AND INVESTMENT POWER ONLY |
OPTIONS EXERCISABLE WITHIN 60 DAYS |
TOTAL | PERCENT OF OUTSTANDING (IF GREATER THAN ONE PERCENT) |
||||||||||||||||||
Claiborne P. Deming |
265,520 | 394,884 | 39,100 | (3) | | 699,504 | 2.59 | % | ||||||||||||||||
Fred L. Holliger |
| 13,200 | (5) | | | 13,200 | (4 | ) | ||||||||||||||||
James W. Keyes |
16,200 | | | | 16,200 | (4 | ) | |||||||||||||||||
Diane N. Landen |
62,886 | 76,837 | 8,991 | (6) | | 148,714 | (4 | ) | ||||||||||||||||
David B. Miller |
40,412 | | | | 40,412 | (4 | ) | |||||||||||||||||
R. Madison Murphy |
| 562,058 | 178,680 | (7) | | 740,738 | (8) | 2.75 | % | |||||||||||||||
Hon. Jeanne L. Phillips |
627 | | | | 627 | (4 | ) | |||||||||||||||||
Jack T. Taylor |
17,200 | | | | 17,200 | (4 | ) | |||||||||||||||||
R. Andrew Clyde |
167,574 | | | 112,500 | 280,074 | 1.04 | % | |||||||||||||||||
Mindy K. West |
82,340 | | | 16,550 | 98,890 | (4 | ) | |||||||||||||||||
Robert J. Chumley |
4,125 | | | 12,300 | 16,425 | (4 | ) | |||||||||||||||||
John A. Moore |
31,129 | | | 5,000 | 36,129 | (4 | ) | |||||||||||||||||
Renee M. Bacon |
3,619 | | | 5,200 | 8,819 | (4 | ) | |||||||||||||||||
Directors and executive officers as a group (15 persons) |
693,820 | 1,046,979 | 226,771 | 154,050 | 2,121,620 | 7.86 | % |
(1) | Includes Murphy USA Savings 401(k) Plan shares in the following amounts: Mr. Clyde 1,502 qualified shares; Ms. West 725 qualified shares; Mr. Moore 1,762 qualified shares. Excludes shares of common stock underlying phantom stock units held under the Murphy USA Supplemental Executive Retirement Plan in the following amounts: Mr. Clyde 17,048 shares. |
(2) | Includes shares of common stock held by spouse and other household members as follows: Mr. Deming 12,110 shares held by spouse; Ms. Landen 2,043 shares owned jointly with spouse and children. |
(3) | Includes 39,100 shares of common stock held in trust for children. |
(4) | Less than 1%. |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 13 |
OWNERSHIP OF MURPHY USA COMMON STOCK | SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
(5) | Includes 13,200 shares of common stock held by trust for which Mr. Holliger and his spouse are the beneficiaries and trustees. |
(6) | Includes 8,991 shares of common stock held by trusts for which Ms. Landen is the trustee. |
(7) | Includes (i) 82,050 shares of common stock held by a private foundation of which Mr. Murphy is President for which beneficial ownership is expressly disclaimed, (ii) 41,379 shares of common stock held in trust for children in which spouse is Trustee, (iii) 47,365 shares owned by the 2011 Murphy Family Trust, beneficial ownership expressly disclaimed, (iv) includes 7,886 shares owned by The Suzanne and Madison Murphy Grandchildrens Trust, beneficial ownership expressly disclaimed. |
(8) | Total includes 26,204 shares that are pledged as security. |
Section 16(a) Beneficial Ownership Reporting Compliance
Based on a review of the copies of reports filed by the Companys directors and executive officers pursuant to Section 16(a) of the Securities Exchange Act of 1934, and on representations from the reporting persons, the Company believes that each reporting person has complied with all applicable filing requirements during fiscal 2020.
PAGE 14 |
|
PROPOSAL 2 |
APPROVAL OF EXECUTIVE COMPENSATION ON AN ADVISORY, NON-BINDING BASIS
| |
THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE COMPANYS NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 15 |
COMPENSATION DISCUSSION AND ANALYSIS | 2020 BUSINESS HIGHLIGHTS |
2020 Business Highlights
We measure our operating performance relative to the execution of a proven strategy that reflects five coherent themes that leverage our differentiated strengths and capabilities. This 5-Point Strategy supports a business model which is both enduring in a highly volatile industry and hard to replicate by competitors. Our strategy creates a unique way to compete for customers, workforce talent, supplier-partner support and stockholder capital. We take none of these stakeholders for granted and our goal is to create sustained value for all of them while making a positive impact in the communities we serve. Highlighted accomplishments among the 5-Point Strategy for 2020 include:
Return to Stockholders
Since its inception, the Company has delivered consistent returns to our stockholders. In October 2020, the Company announced up to $500 million share repurchase program to be completed by December 2023. We have completed over $1.5 billion in share repurchases (43% of shares outstanding) since spin-off. Additionally, the Company announced in October 2020 the initiation of a quarterly $0.25 per share dividend to provide consistent and meaningful returns to shareholders. Our three-year annualized total shareholder return (TSR) for the period ending December 31, 2020 of roughly 18% outpaced the median TSR of our peer group (discussed in the Role of Market Data section included on page 19 in this Proxy Statement).
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 17 |
COMPENSATION DISCUSSION AND ANALYSIS | REPORTED AND REALIZED PAY |
Reported and Realized Pay
Since a majority of reported pay for our Chief Executive Officer represents potential pay, we also consider pay actually realized each year. The following graph shows reported pay included in the 2020 Summary Compensation Table on page 28 as compared to realized pay during 2020.
The realized pay data shown above include, for the applicable year, the value of options exercised, restricted stock units (RSUs) vested and PSU awards earned for the three-year period ended during the applicable year. PSUs were earned at 159.0% of target for the 2018-2020 performance period. Stock price appreciation ($126.00 vs. $71.00) resulted in the value of RSUs and PSUs increasing significantly since they were granted in 2018, supporting our pay for performance philosophy.
Note that Mr. Clyde did not exercise any options in 2019. In 2018, Mr. Clyde exercised options totaling nearly $7.7 million as a result of Murphy USAs stock price more than doubling since the spin-off. Of that amount, roughly $5.4 million was related to options issued by Murphy Oil prior to the spin-off which were inherited by Murphy USA. Prior to their exercise, Mr. Clyde held the options for roughly five years of the seven-year term. In 2020, Mr. Clyde exercised options granted in 2015 and 2016 totaling $6.2 million; stock prices since these options were granted had more than doubled at the time of exercise. Prior to their exercise, Mr. Clyde held the options for roughly five years of the seven-year term.
In May 2014, stockholders approved an annual frequency for Say-on-Pay votes. The Committee carefully considered the results of our Say-on-Pay vote on NEO compensation in May 2020, in which 97.99% of the advisory votes cast were in support of the Companys Say-on-Pay proposal and executive compensation programs for our NEOs as described in our 2020 Proxy Statement. The Committee interpreted this level of support as affirmation by our stockholders of the design and overall execution of our executive compensation programs.
Throughout the past year, the Company engaged in dialogue with our largest stockholders about various corporate governance topics, including executive compensation. The Company values these discussions and encourages our stockholders to provide feedback about our executive compensation programs.
Based on the results of the 2020 vote and our ongoing dialogue with our stockholders, as well as a consideration of evolving best practices, the Committee continues to examine our compensation programs to ensure alignment with stockholder interests remains strong.
PAGE 18 |
|
COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DESIGN PRINCIPLES AND GOVERNANCE PRACTICES |
Compensation Design Principles and Governance Practices
The Committee intends for its compensation design principles to protect and promote our stockholders interests. We believe our NEO compensation programs are consistent with best practices for sound corporate governance.
WE DO | WE DO NOT | |||
✓ Pay for performance a large majority of compensation is performance-based and not guaranteed
✓ Mitigate undue business risk in compensation programs and perform an annual compensation risk assessment
✓ Utilize an independent compensation consultant
✓ Provide modest perquisites
✓ Maintain stock ownership guidelines and restrict pledging
✓ Prohibit hedging transactions by executives
✓ Include clawbacks in our annual and long-term incentive plans
|
× Maintain employment contracts
× Maintain separate change-in-control (CIC) agreements other than with the CEO
× Provide excise tax gross-ups on CIC benefits
× Provide tax gross-ups on perquisites
× Allow repricing of underwater options
× Allow current payment of dividends or dividend equivalents on unearned long-term incentives |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 19 |
COMPENSATION DISCUSSION AND ANALYSIS | ELEMENTS OF COMPENSATION |
Our compensation program is comprised of three key components, each designed to be market-competitive and to help attract, motivate, retain and reward our NEOs.
ELEMENT |
KEY CHARACTERISTICS |
OBJECTIVES | ||
Base Salary |
Fixed minimum level of compensation |
Reward the executive for day-to-day execution of primary duties and responsibilities | ||
Reviewed annually and adjusted if and when appropriate |
Provide a foundation level of compensation upon which incentive opportunities can be added to provide the motivation to deliver superior performance | |||
Annual Incentives |
Variable cash compensation component |
Motivate and reward NEOs for achieving annual business goals | ||
Performance-based award opportunity based on annual operational and individual performance |
Align executives interests with the interests of stockholders | |||
Encourage responsible risk taking and individual accountability | ||||
Long-term Incentives |
Variable equity-based compensation component |
Align executives interests with the interests of stockholders | ||
Performance-based award opportunity based on long-term performance |
Reinforce the critical objective of building stockholder value over the long term | |||
Focus management attention upon the execution of the long-term business strategy |
PAGE 20 |
|
COMPENSATION DISCUSSION AND ANALYSIS | TARGET COMPENSATION MIX |
The majority of our NEO compensation is performance-based and is issued in the form of both short- and long-term incentives. Individuals in a position to influence the growth of stockholder value have larger portions of their total compensation delivered in the form of equity-based long-term incentives. The target mix of the elements of the compensation program for the CEO and other NEOs is shown in the following charts which outline the size, in percentage terms, of each element of target compensation.
Target Compensation Mix
Base Salary
Base salary is designed to provide a competitive fixed rate of pay recognizing each employees level of responsibility and performance. In setting base salary levels for NEOs, the Committee considers competitive market data in addition to other factors such as duties and responsibilities, experience, individual performance, retention concerns, internal equity considerations, Company performance, general economic conditions and marketplace compensation trends.
Base salaries are reviewed annually. In 2020, the Committee adjusted salaries awarded to each NEO to bring salaries closer to competitive market levels for similar positions. The following table shows the base salaries for each of the NEOs effective February 1, 2019 and February 1, 2020:
NAME(1) |
TITLE | 2019 SALARY ($) | 2020 SALARY ($) | |||||||
R. Andrew Clyde |
President & CEO | 1,100,000 | 1,200,000 | |||||||
Mindy K. West |
EVP Fuels, CFO & Treasurer | 650,000 | 675,000 | |||||||
Robert J. Chumley |
SVP, Marketing | 420,000 | 435,000 | |||||||
John A. Moore |
SVP & General Counsel | 420,000 | 430,000 | |||||||
Renee M. Bacon |
SVP, Sales & Operations | 380,000 | 420,000 |
(1) | Actual salaries received are included in the Summary Compensation Table on page 28. |
Annual Incentive Plan
We provide annual incentives for our executive officers through our stockholder-approved Murphy USA Inc. 2019 Annual Incentive Plan, as amended and restated effective as of January 1, 2019 (the AIP). The primary objective of the AIP is to align corporate and individual goals with stockholder interests and Company strategy and to reward employees for their performance relative to those goals. Murphy USA targets the median of market pay levels for annual target incentive compensation. Executives have the opportunity to be compensated above the median of market pay levels when Murphy USA outperforms established performance measures.
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 21 |
COMPENSATION DISCUSSION AND ANALYSIS | ANNUAL INCENTIVE PLAN |
The Committee reviews market data annually with respect to competitive pay levels and sets specific bonus opportunities for each of our NEOs. Ms. Bacons annual bonus target was increased for 2020 to better align with similarly situated positions within the peer group. The following table shows target bonuses as a percentage of base salary paid in 2020 for each of the NEOs:
NAME |
TITLE |
TARGET BONUS AS A % OF
SALARY | ||
R. Andrew Clyde |
President & CEO | 135 | ||
Mindy K. West |
EVP Fuels, CFO & Treasurer | 80 | ||
Robert J. Chumley |
SVP, Marketing | 70 | ||
John A. Moore |
SVP & General Counsel | 60 | ||
Renee M. Bacon |
SVP, Sales & Operations | 70 |
Each NEOs actual AIP bonus payment is determined by multiplying their target bonus amount by the corporate performance weighted performance score, as described below. For 2020 the Committee had the authority to exercise negative discretion to reduce an NEOs bonus payout based on subjective individual criteria. The NEOs actual AIP bonus payment may not exceed 200% of their target amount, which reflects the maximum weighted performance score that may be achieved.
2020 Corporate Performance
For 2020, consistent with 2019, the AIP metrics for the Company consisted of Adjusted EBITDA, profitability as measured by Fuel Cash Breakeven, Fuel Volume and the corporate goals and objectives (Corporate Goals) outlined below. The Committee believes the combination of these metrics reflected the overall key goals and objectives for the Company for 2020.
Despite unprecedented challenges as a result of the COVID-19 pandemic and declining Fuel Volumes, the Companys overall financial performance for 2020 was strong, highlighted by Adjusted EBITDA and Fuel Cash Breakeven performance. Note that industry volumes declined as much as 50% in the early days of the pandemic, impacting year over year performance and results relative to target.
The following table summarizes the Adjusted EBITDA, Fuel Cash Breakeven, Fuel Volume and Corporate Goals performance metrics and corresponding weightings used in determining annual incentive award payouts for our NEOs and the weighted performance scores for each based on actual performance during 2020:
METRIC |
WEIGHTING (%) |
THRESHOLD (50% PAYOUT) |
TARGET (100% |
MAXIMUM (200% |
ACTUAL | PAYOUT % OF TARGET (%) |
WEIGHTED PERFORMANCE SCORE (%) |
|||||||||||||||||||||
Adjusted EBITDA ($MM)(1) |
40 | 423.0 | 440.0 | 457.0 | 722.7 | 200.0 | 80.0 | |||||||||||||||||||||
Fuel Cash Breakeven (cents per gallon)(2) |
15 | 0.90 | 0.80 | 0.70 | 0.24 | 200.0 | 30.0 | |||||||||||||||||||||
Fuel Volume (K-gal APSM)(3) |
25 | 250.0 | 254.0 | 257.0 | 219.5 | 0.0 | 0.0 | |||||||||||||||||||||
Corporate Goals(4) |
20 | See Details in Note 4 | 175.0 | 35.0 | ||||||||||||||||||||||||
Total |
100 | 145.0 |
(1) | EBITDA is computed by adding net income (loss) plus net interest expense, plus income tax expense, depreciation and amortization, and Adjusted EBITDA adds back (i) other non-cash items (e.g., impairment of properties and accretion of asset retirement obligations) and (ii) other items that management does not consider to be meaningful in assessing our operating performance (e.g., (income) from discontinued operations, net settlement proceeds, (gain) loss on sale of assets and other non-operating (income) expense). |
(2) | Fuel Cash Breakeven is computed by dividing merchandise gross margin dollars, less total site operating costs and retail administrative costs, by total retail gallons of fuel sold. |
(3) | Thousands of gallons average per store month for all stores in full month of operation |
(4) | 20% of the AIP payout is determined based on the Companys performance relative to the 2020 Corporate Goals. The four Corporate Goals chosen for 2020 were assessed and approved by the Committee. The Corporate Goals were designed to drive our 5-Point Strategy described on page 17. Performance against the Corporate Goals is determined based on a scorecard where each of the four goals, weighted equally, can receive five points for target performance, and up to ten points for Maximum performance. If all of the Corporate Goals are achieved at Maximum performance, the total score for the Corporate Goals would be 40 points, or 200% of target. In cases where performance is deemed not acceptable, it will be scored below Threshold and points may be deducted from the total weighted performance score. |
PAGE 22 |
|
COMPENSATION DISCUSSION AND ANALYSIS | ANNUAL INCENTIVE PLAN |
The Target level goals (shown below) can be characterized as strong performance, meaning that based on historical performance, although attainment of this performance level is uncertain, it can be reasonably anticipated that Target performance may be achieved, while the Threshold goals are more likely to be achieved and the Maximum goals represent more aggressive levels of performance and are very difficult to achieve. The Committee reviewed performance against the Corporate Goals and determined that actual performance resulted in achievement of 175% of the Target in aggregate. Actual results achieved versus each of the Corporate Goals is illustrated below:
ACTUAL | ||||||||||||||
CORPORATE GOALS |
WEIGHTING (%) |
TARGET (100% PAYOUT) |
BELOW THRESHOLD |
THRESHOLD (0% PAYOUT) |
TARGET (100% PAYOUT) |
MAXIMUM (200% PAYOUT) |
WEIGHTED PERFORMANCE SCORE% | |||||||
Organic Growth: New Site Growth Number of new sites opened for operation (including raze and rebuilds) |
5 | 51 to 55 | ✓ | |||||||||||
Diversify Merchandise Mix: Merchandise Gross Margin Thousands of dollars APSM gross margin for all stores in full month of operation |
5 | 23.5 to 23.9 | ✓ | |||||||||||
Sustain Cost Leadership Position: Site Operating Expense Cost Management Thousands of dollars APSM for site operating costs (excluding credit card fees) |
5 | 20.8 to 21.1 | ✓ | |||||||||||
Create Advantage from Market Volatility: Fuel, PS&W & RINs Contribution Total cpg on retail equivalent volume basis |
5 | 15.50 to 16.25 | ✓ | |||||||||||
Total |
20.0 | 35.0 |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 23 |
COMPENSATION DISCUSSION AND ANALYSIS | LONG-TERM INCENTIVE COMPENSATION |
Long-Term Incentive Compensation
We provide share-based, long-term compensation to our executive officers through our stockholder-approved Murphy USA Inc. 2013 Long-Term Incentive Plan, as amended and restated effective as of February 9, 2017 (the LTIP). Long-term incentive levels for Murphy USAs officers are targeted at the median of competitive market pay levels. The plan provides for a variety of stock and share-based awards, including stock options and RSUs, each of which vests over a period determined by the Committee, as well as PSUs that are earned based on the Companys achievement of two equally-weighted objective performance goals. We believe that these awards create a powerful link between the creation of stockholder value and executive pay delivered. In addition, we believe that the balance between absolute and relative performance achieved through the use of stock options, ROACE-based PSUs and relative TSR-based PSUs is appropriate. In order for executives to fully realize their targeted opportunities, Murphy USA must both successfully achieve its long-term goals and outperform its peers.
STOCK OPTIONS | RESTRICTED STOCK UNITS | PERFORMANCE STOCK UNITS | ||||
Weighting |
25% | 25% | 50% | |||
Objectives |
Provide a direct link between executive officer compensation and the value delivered to stockholders
Inherently performance-based, as option holders only realize benefits if the value of our stock increases following the grant date |
Drive behaviors to create value for stockholders by linking executive compensation to stock price performance
Encourage retention
Result in actual share ownership (thereby supporting the Companys stock ownership guidelines) |
Align executives interests with the interests of stockholders
Reinforce the critical objective of building stockholder value over the long term
Focus management attention upon the execution of the long-term business strategy | |||
Performance Conditions |
N/A |
N/A |
50% ROACE
50% TSR relative to our peer group | |||
Term |
Seven years |
Three years |
Three years | |||
Vesting |
Vest in two equal installments on the second and third anniversaries of the grant date |
Cliff vest on the third anniversary of the grant date |
Cliff vest after three years upon certification of results | |||
Payout |
Upon exercise, participant acquires net common shares at the previously defined exercise price |
Participant acquires unrestricted shares of common stock upon vesting |
Payment made in unrestricted shares of common stock at the end of three years upon approval of performance results by the Committee
Payouts at 50% of target for threshold level of performance
Maximum payouts capped at 200% of target | |||
Dividends |
N/A |
Dividend equivalent units are accumulated during the 3 year vesting period and pay out only if the underlying RSUs vest |
Dividend equivalent units are accumulated during the performance period and pay out only to the extent that the underlying PSUs vest and are earned |
PAGE 24 |
|
COMPENSATION DISCUSSION AND ANALYSIS | EMPLOYEE BENEFITS AND PERQUISITES |
METRIC |
WEIGHTING (%) |
THRESHOLD (50% PAYOUT) |
TARGET (100% PAYOUT) |
MAXIMUM (200% PAYOUT) |
ACTUAL | PAYOUT % OF TARGET (%) |
WEIGHTED PERFORMANCE SCORE (%) |
|||||||||||||||||||||
ROACE (%) |
50 | 9.0 | 12.5 | 15.0 | 16.46 | 200.00 | 100.00 | |||||||||||||||||||||
Relative TSR (Percentile Rank) |
50 | <25 | th | 50th | 75th | 54.5 | 118.0 | 59.0 | ||||||||||||||||||||
Total |
100 | 159.0 | % |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 25 |
COMPENSATION DISCUSSION AND ANALYSIS | OTHER POLICIES |
PAGE 26 |
|
COMPENSATION DISCUSSION AND ANALYSIS | OTHER POLICIES |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 27 |
|
Further information with respect to the compensation paid to the NEOs is set forth in the following tables:
2020 Summary Compensation Table
NAME AND PRINCIPAL POSITION |
YEAR |
SALARY ($) |
BONUS ($) |
STOCK AWARDS(1) ($) |
OPTION AWARDS(2) ($) |
NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) |
CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(4) ($) |
ALL OTHER COMPENSATION(5) ($) |
TOTAL ($) |
|||||||||||||||||||||||||||
R. Andrew Clyde President & Chief Executive Officer |
2020 | 1,191,667 | | 3,359,570 | 1,006,768 | 2,332,687 | | 349,607 | 8,240,299 | |||||||||||||||||||||||||||
2019 | 1,096,667 | | 3,010,105 | 913,408 | 1,853,410 | | 266,152 | 7,139,742 | ||||||||||||||||||||||||||||
2018 | 1,057,500 | | 2,100,840 | 665,088 | 1,677,344 | | 437,399 | 5,938,171 | ||||||||||||||||||||||||||||
Mindy K. West Executive Vice President, Fuels, Chief Financial Officer & Treasurer |
2020 | 672,917 | | 871,000 | 260,176 | 780,583 | 195,359 | 161,760 | 2,941,795 | |||||||||||||||||||||||||||
2019 | 644,167 | | 809,440 | 247,808 | 649,865 | 196,124 | 105,574 | 2,652,978 | ||||||||||||||||||||||||||||
2018 | 578,917 | 25,000 | (6) | 574,000 | 181,860 | 598,560 | | 123,110 | 2,081,447 | |||||||||||||||||||||||||||
Robert J. Chumley Senior Vice President, Marketing |
2020 | 433,750 | | 444,388 | 130,088 | 440,256 | | 85,117 | 1,533,599 | |||||||||||||||||||||||||||
2019 | 417,083 | | 404,720 | 124,928 | 367,879 | | 65,830 | 1,380,440 | ||||||||||||||||||||||||||||
2018 | 383,333 | | 275,520 | 88,332 | 344,344 | | 55,639 | 1,147,168 | ||||||||||||||||||||||||||||
John A. Moore Senior Vice President, & General Counsel |
2020 | 429,167 | | 337,735 | 101,808 | 373,375 | 95,944 | 116,598 | 1,454,627 | |||||||||||||||||||||||||||
2019 | 420,000 | | 328,835 | 100,352 | 319,284 | 99,503 | 99,958 | 1,367,932 | ||||||||||||||||||||||||||||
2018 | 419,417 | | 275,520 | 88,332 | 346,752 | | 108,633 | 1,238,654 | ||||||||||||||||||||||||||||
Renee M. Bacon Senior Vice President, Sales & Operations |
2020 | 416,667 | | 391,061 | 115,948 | 420,621 | | 75,869 | 1,420,166 | |||||||||||||||||||||||||||
2019 | 374,583 | | 328,835 | 98,304 | 305,162 | | 156,282 | 1,263,166 | ||||||||||||||||||||||||||||
(1) | The amounts shown represent the grant date fair value of both PSU, RSU and dividend equivalent unit awards granted in 2018, 2019 and 2020 as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, as more fully described in the Incentive Plans footnote to the consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2018, December 31, 2019, and December 31, 2020. Amounts shown relating to PSUs and related dividend equivalent units were calculated based on the probable outcome of performance conditions as of the grant date, which was the target level, computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. For the 2020 grant, if the maximum payout were shown for the PSUs and related dividend equivalent units, the expense amounts that would be recognized would be: $3,359,570 for Mr. Clyde, $871,000 for Ms. West, $444,388 for Mr. Chumley, $337,735 for Mr. Moore, and $391,061 for Ms. Bacon, although the value of the actual payout to the NEO would depend on the stock price at the time of the payout. If the minimum payout were used, the amounts for PSUs and related dividend equivalent units would be reduced to zero. RSUs and related dividend equivalent units are generally forfeited if grantees employment terminates for any reason other than retirement, death or full disability. The RSUs and related dividend equivalent units generally vest three years from the date of grant of the RSUs. There is no assurance that the value realized by each NEO will be at or near the value included in the table. PSUs and related dividend equivalent units are forfeited if the grantees employment terminates for any reason other than retirement, death or full disability. The PSUs and related dividend equivalent units vest three years from the date of grant of the PSUs based on the Companys performance relative to two equally-weighted metrics, ROACE and TSR relative to its peers. There is no assurance that the value realized by the executive will be at or near the value included in the table. |
(2) | The amounts shown represent the grant date fair value as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, as more fully described in the Incentive Plans footnote to our consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2018, December 31, 2019, and December 31, 2020. Options granted generally vest in two equal installments on the second and third anniversaries of the grant date. The options are exercisable for a period of seven years from the date of grant. The actual value, if any, an executive may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised. There is no assurance that the value realized by each NEO will be at or near the value disclosed. |
(3) | Amounts shown for 2020 reflect payments under our AIP, which were paid in February 2021. Amounts shown for 2019 reflect payments under our AIP, which were paid in February 2020. Amounts shown for 2018 reflect payments under our AIP, which were paid in February 2019. |
(4) | The amounts shown in this column reflect for Ms. West and Mr. Moore the annual change in accumulated benefits under their accounts in the Murphy Oil Supplemental Executive Retirement Plan (Murphy Oil SERP), liability for which was assumed by Murphy USA in connection with the Spin-Off. See Pension Benefits Table included on page 32 in this Proxy Statement for more information. There are no deferred compensation earnings reported in this column, as the Companys non-qualified deferred compensation plans do not provide above-market or preferential earnings. See the 2020 Non-qualified Deferred Compensation Table included on page 33 in this Proxy Statement for more information. Where the annual change in accumulated benefits was negative, it was excluded from this column and from the Summary Compensation Table Total column. |
PAGE 28 |
|
EXECUTIVE COMPENSATION | 2020 SUMMARY COMPENSATION TABLE |
(5) | We offer limited perquisites to our NEOs which, together with Company contributions to our qualified savings and nonqualified defined contribution plans, comprise the All Other Compensation column. In 2020, the total amounts were as follows: |
NAME |
TOTAL CONTRIBUTION TO DC PLANS(a) ($) |
TERM LIFE(b) ($) |
OTHER(c) ($) |
|||||||||
R. Andrew Clyde |
265,681 | 540 | 83,386 | |||||||||
Mindy K. West |
154,470 | 540 | 6,750 | |||||||||
Robert J. Chumley |
79,325 | 473 | 5,320 | |||||||||
John A. Moore |
94,758 | 540 | 21,300 | |||||||||
Renee M. Bacon |
67,601 | 540 | 7,728 |
(a) Company contributions to qualified and nonqualified defined contribution plans.
(b) Benefit attributable to Company-provided term life insurance policy.
(c) For Mr. Clyde, the amount shown includes $45,492, for personal use of corporate aircraft based on the aggregate incremental cost to the Company. The aggregate incremental cost to the Company is calculated by multiplying, for each trip, the statutory miles times the 12-month average direct cost per statutory mile for the airplane used. The direct costs utilized in the calculation include: travel expenses for the aviation crew, communications expenses, landing fees, fuel and lubrication, contract maintenance and repairs, and the provision allocated for the overhaul of the engines. For Mr. Clyde and Mr. Moore, the amount shown includes contributions made on their behalf to charitable organizations under the Companys gift matching program of $37,894 and $16,500, respectively.
(6) Reflects payment of a special bonus awarded to Ms. West in July 2018, in recognition of her expanded role as Executive Vice President, Fuels, Chief Financial Officer, and Treasurer.
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 29 |
EXECUTIVE COMPENSATION | GRANTS OF PLAN-BASED AWARDS IN 2020 |
Grants of Plan-Based Awards in 2020
The following table provides information regarding both equity and non-equity incentive plan awards granted to each NEO during 2020. All awards are described in more detail in the Compensation Discussion and Analysis section beginning on page 16 in this Proxy Statement.
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) |
ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) |
ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#)
|
ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)
|
EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)
|
GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($)
|
|||||||||||||||||||||||||||||||||||||||
NAME |
GRANT DATE |
THRESHOLD ($) |
TARGET ($) |
MAXIMUM ($) |
THRESHOLD (#) |
TARGET (#) |
MAXIMUM (#) |
|||||||||||||||||||||||||||||||||||||
R. Andrew Clyde |
804,375 | 1,608,750 | 3,217,500 | |||||||||||||||||||||||||||||||||||||||||
02/05/20 | 9,450 | 18,900 | 37,800 | 2,351,066 | ||||||||||||||||||||||||||||||||||||||||
02/05/20 | 9,450 | 1,008,504 | ||||||||||||||||||||||||||||||||||||||||||
02/05/20 | 35,600 | 106.72 | 1,006,768 | |||||||||||||||||||||||||||||||||||||||||
Mindy K. West |
269,167 | 538,333 | 1,076,666 | |||||||||||||||||||||||||||||||||||||||||
02/05/20 | 2,450 | 4,900 | 9,800 | 609,536 | ||||||||||||||||||||||||||||||||||||||||
02/05/20 | 2,450 | 261,464 | ||||||||||||||||||||||||||||||||||||||||||
02/05/20 | 9,200 | 106.72 | 260,176 | |||||||||||||||||||||||||||||||||||||||||
Robert J. Chumley |
151,813 | 303,625 | 607,250 | |||||||||||||||||||||||||||||||||||||||||
02/05/20 | 1,250 | 2,500 | 5,000 | 310,988 | ||||||||||||||||||||||||||||||||||||||||
02/05/20 | 1,250 | 133,400 | ||||||||||||||||||||||||||||||||||||||||||
02/05/20 | 4,600 | 106.72 | 130,088 | |||||||||||||||||||||||||||||||||||||||||
John A. Moore |
128,750 | 257,500 | 515,000 | |||||||||||||||||||||||||||||||||||||||||
02/05/20 | 950 | 1,900 | 3,800 | 236,351 | ||||||||||||||||||||||||||||||||||||||||
02/05/20 | 950 | 101,384 | ||||||||||||||||||||||||||||||||||||||||||
02/05/20 | 3,600 | 106.72 | 101,808 | |||||||||||||||||||||||||||||||||||||||||
Renee M. Bacon |
145,042 | 290,083 | 580,166 | |||||||||||||||||||||||||||||||||||||||||
02/05/20 | 1,100 | 2,200 | 4,400 | 273,669 | ||||||||||||||||||||||||||||||||||||||||
02/05/20 | 1,100 | 117,392 | ||||||||||||||||||||||||||||||||||||||||||
02/05/20 | 4,100 | 106.72 | 115,948 |
(1) | Threshold and maximum awards are based on the provisions in our AIP. Actual awards earned can range from 0 to 200 percent of the target awards. The Committee retains the authority to make awards under the program and to use its judgment in adjusting awards downward. Actual payouts for 2020 are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table included in this Proxy Statement. |
(2) | Threshold and maximum awards are based on the provisions of the PSU award agreements. Actual PSU awards earned can range from 0 to 200 percent of the target awards. |
(3) | Amounts include time-based RSUs, which generally cliff-vest three years after their grant date. |
(4) | The amounts in this column in respect of the RSUs, PSUs and stock option awards reflect their aggregate grant-date fair values, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The amounts in this column in respect of the PSUs were calculated based on the probable outcome of the performance condition as of the grant date, which is at the target level, in accordance with FASB ASC Topic 718. For option awards, these amounts represent the grant-date fair value of the option awards using a Black-Scholes-Merton based methodology. The actual value realized by each NEO for these equity awards depends on market prices at the time of exercise. There is no assurance that the value realized by each NEO will be at or near the value included in the table. Assumptions used in the calculation of these amounts are more fully described in the Incentive Plans footnote to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. |
PAGE 30 |
|
EXECUTIVE COMPENSATION | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2020 |
Outstanding Equity Awards at Fiscal Year End 2020
The following table illustrates outstanding Murphy USA equity awards (stock options, RSUs and PSUs) for each NEO as of December 31, 2020.
OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||||||
NAME |
GRANT DATE |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(1) |
OPTION EXERCISE PRICE ($) |
OPTION EXPIRATION (MM/DD/YY) |
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) |
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT
VESTED(3) |
EQUITY INCENTIVE AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) (#) |
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) ($) |
|||||||||||||||||||||||||||
R. Andrew Clyde |
02/08/17 | 51,800 | | 65.75 | 02/08/24 | |||||||||||||||||||||||||||||||
02/07/18 | 19,200 | 19,200 | 71.00 | 02/07/25 | ||||||||||||||||||||||||||||||||
02/06/19 | | 44,600 | 76.15 | 02/06/26 | ||||||||||||||||||||||||||||||||
02/05/20 | 35,600 | 106.72 | 02/05/27 | |||||||||||||||||||||||||||||||||
02/07/18 | ||||||||||||||||||||||||||||||||||||
02/06/19 | 9,167 | 1,199,685 | ||||||||||||||||||||||||||||||||||
02/05/20 | 11,922 | 1,560,232 | ||||||||||||||||||||||||||||||||||
02/07/18 | 9,468 | 1,239,077 | ||||||||||||||||||||||||||||||||||
02/06/19 | 29,151 | (5) | 3,814,991 | 47,688 | 6,240,929 | |||||||||||||||||||||||||||||||
02/05/20 | 37,872 | 4,956,309 | ||||||||||||||||||||||||||||||||||
Mindy K. West |
02/07/18 | 5,250 | 5,250 | 71.00 | 02/07/25 | |||||||||||||||||||||||||||||||
02/06/19 | | 12,100 | 76.15 | 02/06/26 | ||||||||||||||||||||||||||||||||
02/05/20 | 9,200 | 106.72 | 02/05/27 | |||||||||||||||||||||||||||||||||
09/06/13 | 12,356 | (6) | 1,617,030 | |||||||||||||||||||||||||||||||||
02/07/18 | 2,505 | 327,829 | ||||||||||||||||||||||||||||||||||
02/06/19 | 3,206 | 419,569 | ||||||||||||||||||||||||||||||||||
02/05/20 | 2,455 | 321,286 | ||||||||||||||||||||||||||||||||||
02/07/18 | 7,966 | (5) | 1,042,510 | |||||||||||||||||||||||||||||||||
02/06/19 | 12,824 | 1,678,277 | ||||||||||||||||||||||||||||||||||
02/05/20 | 9,820 | 1,285,143 | ||||||||||||||||||||||||||||||||||
Robert J. Chumley |
02/08/17 | 6,700 | 65.75 | 02/08/24 | ||||||||||||||||||||||||||||||||
02/07/18 | | 2,550 | 71.00 | 02/07/25 | ||||||||||||||||||||||||||||||||
02/06/19 | 6,100 | 76.15 | 02/06/26 | |||||||||||||||||||||||||||||||||
02/05/20 | 4,600 | 106.72 | 02/05/27 | |||||||||||||||||||||||||||||||||
02/07/18 | 1,202 | 157,306 | ||||||||||||||||||||||||||||||||||
02/06/19 | 1,603 | 209,785 | ||||||||||||||||||||||||||||||||||
02/05/20 | 1,252 | 163,849 | ||||||||||||||||||||||||||||||||||
02/07/18 | 3,822 | (5) | 500,185 | |||||||||||||||||||||||||||||||||
02/06/19 | 6,412 | 839,138 | ||||||||||||||||||||||||||||||||||
02/05/20 | 5,008 | 655,397 | ||||||||||||||||||||||||||||||||||
John A. Moore |
02/07/18 | | 2,550 | 71.00 | 02/07/25 | |||||||||||||||||||||||||||||||
02/06/19 | | 4,900 | 76.15 | 02/06/26 | ||||||||||||||||||||||||||||||||
02/05/20 | 3,600 | 106.72 | 02/05/27 | |||||||||||||||||||||||||||||||||
09/06/13 | 5,060 | (6) | 662,202 | |||||||||||||||||||||||||||||||||
02/07/18 | 1,202 | 157,306 | ||||||||||||||||||||||||||||||||||
02/06/19 | 1,302 | 170,393 | ||||||||||||||||||||||||||||||||||
02/05/20 | 952 | 124,588 | ||||||||||||||||||||||||||||||||||
02/07/18 | 3,822 | (5) | 500,185 | |||||||||||||||||||||||||||||||||
02/06/19 | 5,208 | 681,571 | ||||||||||||||||||||||||||||||||||
02/05/20 | 3,808 | 498,353 | ||||||||||||||||||||||||||||||||||
Renee M. Bacon |
02/07/18 | 1,400 | 1,400 | 71.00 | 02/07/25 | |||||||||||||||||||||||||||||||
02/06/19 | 4,800 | 76.15 | 02/06/26 | |||||||||||||||||||||||||||||||||
02/05/20 | 4,100 | 106.72 | 02/05/27 | |||||||||||||||||||||||||||||||||
02/07/18 | 701 | 91,740 | ||||||||||||||||||||||||||||||||||
02/06/19 | 1,302 | 170,393 | ||||||||||||||||||||||||||||||||||
02/05/20 | 1,102 | 144,219 | ||||||||||||||||||||||||||||||||||
02/07/18 | 2,229 | (5) | 291,709 | |||||||||||||||||||||||||||||||||
02/06/19 | 5,208 | 681,571 | ||||||||||||||||||||||||||||||||||
02/05/20 | 4,408 | 576,875 |
(1) | Stock options vest 50 percent on the two-year anniversary of the original grant date with the remaining 50 percent vesting on the three-year anniversary of the original grant date. All options expire seven years after the original grant date. |
(2) | RSUs generally vest on the three-year anniversary of the date on which they were originally granted. |
(3) | Value was determined based on a December 31, 2020 closing stock price of $130.87 per share. |
(4) | The amounts shown represent the number of outstanding PSUs that remain subject to performance conditions. These numbers represent PSUs that each NEO would receive assuming the performance conditions are achieved at maximum (200 percent). The actual numbers of PSUs earned at the end of the performance period will be based on Company performance. To the extent earned, these outstanding PSUs will cliff-vest on the three-year anniversary of the grant date once results have been certified. |
(5) | Reflects the number of PSUs determined to be earned for the performance period ended December 31, 2020, which were vested and settled early in 2021. |
(6) | Pension restoration RSUs granted in conjunction with the Spin-Off; will vest on the ten-year anniversary of the grant date. |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 31 |
EXECUTIVE COMPENSATION | OPTION EXERCISES AND STOCK VESTED IN 2020 |
Option Exercises and Stock Vested in 2020
The following table summarizes the value received by each NEO from stock option exercises and stock grants that vested during 2020.
OPTION AWARDS | STOCK AWARDS | |||||||||||||||
NAME |
NUMBER OF SHARES ACQUIRED ON EXERCISE (#) |
VALUE REALIZED ON EXERCISE(1) ($) |
NUMBER OF SHARES ACQUIRED ON VESTING (#) |
VALUE REALIZED ON VESTING(2) ($) |
||||||||||||
R. Andrew Clyde |
82,650 | 6,201,368 | 48,375 | 5,155,533 | ||||||||||||
Mindy K. West |
37,200 | 2,788,486 | 13,338 | 1,421,488 | ||||||||||||
Robert J. Chumley |
2,550 | 168,561 | 6,371 | 678,985 | ||||||||||||
John A. Moore |
12,000 | 806,213 | 6,570 | 700,193 | ||||||||||||
Renee M. Bacon |
3,300 | 243,738 | 2,987 | 318,338 |
(1) | The value shown reflects the pre-tax gain realized upon the exercise of options, which is the difference between the fair market value on the date of exercise and the exercise price of the options. |
(2) | The amounts shown in this column reflect the pre-tax gain realized upon vesting of RSUs and PSUs, which is the fair market value of the shares on the date of vesting. |
The following table presents the value of the frozen accrued benefits of the NEOs under the defined benefit portion of the Murphy Oil SERP, liability for which was assumed by Murphy USA in connection with the Spin-Off. Murphy Oil remains responsible for all accrued benefits to our NEOs under the tax-qualified Murphy Oil Retirement Plan.
NAME |
PLAN NAME(1) |
NUMBER OF YEARS OF CREDITED SERVICE (#)(2) |
PRESENT VALUE OF ACCUMULATED BENEFIT ($) |
PAYMENTS DURING LAST FISCAL YEAR ($) |
||||||||||
R. Andrew Clyde |
| | | | ||||||||||
Mindy K. West |
Murphy USA Supplemental Executive Retirement Plan | 17.247 | 1,087,410 | | ||||||||||
Robert J. Chumley |
| | | | ||||||||||
John A. Moore |
Murphy USA Supplemental Executive Retirement Plan | 18.497 | 575,647 | | ||||||||||
Renee M. Bacon |
| | | |
(1) | Liabilities for benefits accrued for NEOs and other executive employees under the defined contributions portion of the Murphy Oil SERP were transferred to the Murphy USA SERP effective on the date of the Spin-Off and are included in the 2020 Non-Qualified Deferred Compensation Table that follows. |
(2) | The number of years of credited service reflects the frozen number of years of service credited under the Murphy Oil SERP through the date of the Spin-Off. |
The accrued benefits presented above are based on a final-average-earning calculation. Frozen final average earnings which could not be included under a tax-qualified retirement plan were as follows: Ms. West $286,153, and Mr. Moore $141,236. The following assumptions were used in determining the present value amounts at December 31, 2020:
| Discount Rate 2.81% |
| Mortality Table Pri-2012 White Collar Amount- Weighted Mortality Table projected generationally with MP-2020 mortality improvement scale |
| Assumed retirement date at age 62 |
PAGE 32 |
|
EXECUTIVE COMPENSATION | 2020 NON-QUALIFIED DEFERRED COMPENSATION TABLE |
2020 Non-Qualified Deferred Compensation Table
The following table includes the value of the accrued benefits of the NEOs under the defined contribution portion of the Murphy Oil SERP, liability for which was assumed by Murphy USA in connection with the Spin-Off, as well as the benefits accrued by the NEOs under the Murphy USA SERP from the date of the Spin-Off, through December 31, 2020.
NAME |
EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR(1) ($) |
REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR(2) ($) |
AGGREGATE EARNINGS IN LAST FISCAL YEAR ($) |
AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) |
AGGREGATE BALANCE AT LAST FYE(2) ($) |
|||||||||||||||
R. Andrew Clyde |
274,083 | 228,981 | 119,939 | | 3,981,772 | |||||||||||||||
Mindy K. West |
53,833 | 117,170 | 161,356 | | 1,120,601 | |||||||||||||||
Robert J. Chumley |
109,413 | 48,925 | 42,434 | | 310,895 | |||||||||||||||
John A. Moore |
4,292 | 57,458 | 68,772 | | 472,436 | |||||||||||||||
Renee M. Bacon |
243,644 | 30,901 | 39,823 | | 279,624 |
(1) | The executive contributions in the last fiscal year have been included in the Salary column for the NEO in the 2020 Summary Compensation Table. |
(2) | The registrant contributions in the last fiscal year have been included in the All Other Compensation for the NEO in the 2020 Summary Compensation Table. |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 33 |
EXECUTIVE COMPENSATION | 2020 PAY RATIO DISCLOSURE |
The following table presents estimated amounts that would have been payable to the applicable NEO if the described event had occurred on December 31, 2020, the last trading day of the last fiscal year:
NAME |
CATEGORY |
QUALIFIED TERMINATION WITH A CHANGE OF CONTROL ($) |
DEATH, DISABILITY OR RETIREMENT ($) |
RESIGNATION | ||||||||||
R. Andrew Clyde |
Severance(1) | 9,465,061 | | |||||||||||
Non-Equity Compensation(2) | 2,332,687 | 2,332,687 | ||||||||||||
Unvested & Accelerated(3) | ||||||||||||||
Full Value Awards | 11,996,840 | 7,562,192 | ||||||||||||
Stock Options | 4,449,765 | | ||||||||||||
Mindy K. West |
Non-Equity Compensation(2) | 780,583 | 780,583 | |||||||||||
Unvested & Accelerated(3) | ||||||||||||||
Full Value Awards | 4,822,730 | 3,223,066 | ||||||||||||
Stock Options | 1,198,610 | | ||||||||||||
Robert J. Chumley |
Non-Equity Compensation(2) | 440,256 | 440,256 | |||||||||||
Unvested & Accelerated(3) | ||||||||||||||
Full Value Awards | 1,593,023 | 1,002,988 | ||||||||||||
Stock Options | 597,551 | | ||||||||||||
John A. Moore |
Non-Equity Compensation(2) | 373,375 | 373,375 | |||||||||||
Unvested & Accelerated(3) | ||||||||||||||
Full Value Awards | 2,019,271 | 1,377,145 | ||||||||||||
Stock Options | 507,737 | | ||||||||||||
Renee M. Bacon |
Non-Equity Compensation(2) | 420,621 | 420,621 | |||||||||||
Unvested & Accelerated(3) | ||||||||||||||
Full Value Awards | 1,219,351 | 721,748 | ||||||||||||
Stock Options | 445,489 | |
(1) | Represents three times the sum of base salary, the average of his last three bonus payouts and the cost of Company-provided term life insurance policy. Mr. Clyde does not participate in our health insurance program. |
(2) | Non-equity compensation is calculated under the terms of the AIP. Although actual awards, if any, are subject to attaining certain performance-based targets, for purposes of this table, non-equity compensation is calculated based on actual awards earned in 2020. |
(3) | In the event of a CIC, all unvested outstanding equity awards shall vest, become immediately exercisable or payable, or have all restrictions lifted as may apply to the type of the award. In the event of termination of employment on account of death, disability or retirement, outstanding RSUs, PSUs and related dividend equivalent units will vest on a pro-rated basis, based on the period between the grant date and the termination date. This amount reflects the incremental value of the current unvested outstanding RSUs, PSUs (assuming the target level of performance) and options. In the event of a termination, the exercise period for stock options is reduced to the lesser of the expiration date of the award or two years from date of termination. |
PAGE 34 |
|
EXECUTIVE COMPENSATION | 2020 PAY RATIO DISCLOSURE |
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 35 |
PROPOSAL 3 | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2021 |
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE COMPANYS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2021.
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 37 |
|
You are urged to follow the instructions for voting contained in the Notice Regarding Availability of Proxy Materials or, if you received a paper copy of the Proxy Materials, to date, sign and return your proxy card promptly to make certain your shares will be voted at the Annual Meeting, even if you plan to attend the meeting. If you desire to vote your shares at the meeting, your proxy may be revoked. If you are receiving a printed copy of the proxy materials, a pre-addressed and postage paid envelope has been enclosed for your convenience in returning the proxy card.
MURPHY USA INC. 2021 PROXY STATEMENT |
PAGE 39 |
|
|
|||||||||||
|
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/04/2021 for shares held directly and by 11:59 P.M. ET on 05/02/2021 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/MUSA2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/04/2021 for shares held directly and by 11:59 P.M. ET on 05/02/2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
|||||||||||
CONTROL # | ||||||||||||
NAME
THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K
|
SHARES |
123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 |
||||||||||
PAGE 1 OF 2 |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ☒
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
For All |
Withhold All |
For All Except |
To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) on the line below. | |||||||||||||||||||
The Board of Directors recommends you vote FOR the following: | ||||||||||||||||||||||
☐ | ☐ | ☐ | ||||||||||||||||||||
1. Election of Three Class II Directors Whose Current Term Expires on the Date of the Annual Meeting |
||||||||||||||||||||||
Nominees |
||||||||||||||||||||||
01) Fred L. Holliger 02) James W. Keyes 03) Diane N. Landen | ||||||||||||||||||||||
The Board of Directors recommends you vote FOR proposals 2 and 3. | For | Against | Abstain | |||||||||||||||||||
2. Approval of Executive Compensation on an Advisory, Non-Binding Basis |
☐ | ☐ | ☐ | |||||||||||||||||||
3. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2021 |
☐ | ☐ | ☐ | |||||||||||||||||||
NOTE: Such other business as may properly come before the meeting. | ||||||||||||||||||||||
Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1
|
||||||||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||||||||||||
JOB# | SHARES CUSIP # SEQUENCE # | |||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is/are available at www.proxyvote.com .
MURPHY USA INC. Annual Meeting of Stockholders May 5, 2021 8:00 AM Central Time This proxy is solicited by the Board of Directors |
|
|||||||||||
The stockholder(s) hereby appoint(s) R. Madison Murphy and R. Andrew Clyde, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of MURPHY USA INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 AM, Central Time on May 5, 2021, held virtually and any adjournment or postponement thereof.
|
||||||||||||
|
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors recommendations.
|
|||||||||||
Continued and to be signed on reverse side
|