Claiborne P. Deming

About Claiborne P. Deming

Claiborne P. Deming is the independent Chair of the Board of Murphy Oil Corporation, age 70, a director since 1993, and formerly served as Murphy’s President and CEO from October 1994 through December 2008 (retired June 2009) . He is based in El Dorado, Arkansas and has deep energy-sector credentials, including service as Chairman of the National Petroleum Council advising the U.S. Secretary of Energy .

Past Roles

External Roles

Board Governance

• Independent Chair; Deming presides over the Board and leads at least three non‑employee director executive sessions annually (February, August, December), reinforcing independent oversight .
• Independence: All directors other than the CEO (Eric Hambly) are deemed independent under NYSE rules; the Nominating & Governance Committee explicitly considered familial relationships (Deming, R. Madison Murphy, and Elisabeth Keller are first cousins) in its independence assessment .
• Committee assignments: As Chair, Deming is not assigned to standing committees. Committee chairs include Audit (Dickerson), Compensation (Sugg), Finance (R. Madison Murphy), and HSE/Corporate Responsibility (Keller) .
• Meetings and attendance: In 2024, the Board met six times; committees met Audit (5), Compensation (4), Finance (4), Nominating & Governance (3), HSE/CR (3). All full‑year nominees exceeded the 75% attendance threshold and all Board members attended the 2024 Annual Meeting .
• Majority voting policy: Incumbent directors failing to receive a majority of votes must tender a resignation, supporting accountability .
• Risk oversight: Board committees oversee distinct risk domains (financial/cyber via Audit; compensation/human capital via Compensation; hedging/FX via Finance; independence/conflicts via N&G; environmental/HS&E via HSE/CR), with reports to the full Board .

Fixed Compensation

• Structure (non‑employee directors, 2024): Annual retainer $85,000; Chair of the Board supplement $140,000; committee chair supplements ($20,000 for Audit/Compensation/Finance; $15,000 for other committees); Audit Committee Financial Expert $7,000; Audit/Finance committee members $5,000. Equity grant’s targeted fair value $200,000; RSUs typically cliff‑vest after one year .
• Deferral: Directors may defer cash into the Non‑Qualified Deferred Compensation Plan for Non‑Employee Directors (NED DCP Plan) or elect deferred RSUs settlement; Deming deferred cash under the NED DCP Plan (footnote 5) .

Performance Compensation

• Award type: Time‑based RSUs; grant date February 7, 2024; shares granted 5,268; vesting: one‑year cliff; directors can elect to defer settlement under the 2021 Stock Plan .
• Options and variable pay: No option awards or non‑equity incentive plan compensation disclosed for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Former CEO and long‑tenured energy executive; extensive industry, leadership, and strategic expertise benefiting Board deliberations .
• Policy and government advisory experience (Chairman, National Petroleum Council), contributing to regulatory and policy oversight acumen .

Equity Ownership

• Ownership guidelines: Directors must hold shares equal to 5x annual retainer; all directors and NEOs were in compliance in 2024. Unearned performance shares and unexercised options do not count; new appointees have five years to comply; must hold net vested shares until compliant .

Governance Assessment

• Strengths

  • Independent Chair with structured executive sessions, reinforcing oversight and Board effectiveness .
  • High engagement: Board and committees met regularly; all full‑year nominees surpassed attendance expectations; full attendance at the 2024 Annual Meeting .
  • Pay governance: Independent consultant (Meridian), consistent grant timing, mandatory clawback (plus supplemental clawback including reputational harm), double‑trigger change‑in‑control for equity/cash severance, and no tax gross‑ups—investor‑aligned practices .
  • Shareholder alignment: 2024 say‑on‑pay support at 98% and robust shareholder outreach, indicating strong investor confidence in compensation oversight .

• Potential conflicts and mitigants

  • Familial relationships among directors (Deming, R. Madison Murphy, Keller) could present perceived conflict risks; explicitly considered by the Nominating & Governance Committee and the Board’s independence determinations, with recusal requirements for matters affecting personal interests .
  • Interlocks via Murphy USA board ties exist at the network level; however, the company reported no related‑party transactions required to be disclosed under Item 404(a) in 2024 and no waivers under the Code of Business Conduct and Ethics, mitigating direct conflict concerns .

• Director incentives and alignment

  • Balanced cash/equity mix with substantial equity grants and strong ownership (1.86% of outstanding), exceeding guideline requirements, promoting long‑term alignment .
  • RSUs are time‑based rather than performance‑based for directors, which is standard for board compensation and avoids short‑term metric gaming .

• Additional notes

  • Committee leadership is distributed among independent directors with relevant domain expertise (Audit, Compensation, Finance, HSE/CR), supporting specialized oversight while maintaining an independent Chair structure .
  • Board’s majority‑vote resignation policy and comprehensive risk oversight framework bolster accountability and enterprise risk management .

Overall signal: Strong governance posture with independent chairmanship, high engagement, disciplined pay governance, and meaningful ownership. Perceived‑conflict risk from familial ties is noted but mitigated by formal independence review, recusal policies, and the absence of related‑party transactions in 2024 .