E. Ted Botner
MURPHY OILAbout E. Ted Botner
Executive Vice President, General Counsel and Corporate Secretary of Murphy Oil Corporation. Age 60 with 23 years at Murphy; joined in 2001 and promoted to EVP on February 1, 2024, continuing as General Counsel and Corporate Secretary . Education: BA in Arts and BBA from the University of Texas; MBA from Southern Methodist University; JD from the University of Arkansas . Company performance context: 5-year cumulative TSR value of an initial $100 investment reached $131.19 by year-end 2024; Net Income $407,171k and ROACE 23.1% in 2024 . 2024 operational highlights included 177 MBOEPD production, 83% reserve replacement, and entry into “Murphy 3.0” capital framework emphasizing at least 50% of adjusted free cash flow to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Murphy Oil Corporation | Executive Vice President, General Counsel & Corporate Secretary | 2024–present | Senior legal and governance leadership; continuity through CEO transition |
| Murphy Oil Corporation | Senior Vice President, General Counsel & Corporate Secretary | 2020–2024 | Led legal/compliance; supported strategic initiatives across US/Malaysia |
| Murphy Oil Corporation | Vice President, Law; Corporate Secretary | 2015–2020 | Elevated legal leadership; corporate secretary responsibilities |
| Murphy Oil Corporation (Malaysia) | General Manager, Malaysia | 2007–2010 | Led regional operations and commercial matters in Kuala Lumpur |
| Murphy Exploration & Production Company | Assistant to the President | 2006–2007 | Strategic support to EXPRO President in Houston |
| Murphy Sarawak | Commercial Manager | 2005–2006 | Advanced commercial roles; Malaysia operations |
| Murphy Oil Corporation | Attorney (Law Department) | 2001–2005 | Corporate legal roles in El Dorado headquarters |
External Roles
None disclosed in filings for public company boards or committee positions .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 463,964 | 488,958 | 504,474 |
| Target Bonus (% of Salary) | 80% | 80% | 80% |
| Actual AIP Bonus ($) | 577,830 | 413,927 | 470,503 |
2024 AIP payouts were driven by financial, safety, and ESG metrics; Botner’s earned award was $470,503 at 116.3% of target .
Performance Compensation
| Component | Grant Date | Quantity | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (time-based) | 2/6/2024 | 9,850 | 375,063 | 3-year cliff (expected 2/6/2027) | Dividend equivalents accrue, paid only on vest |
| PSUs (TSR) | 2/6/2024 | 23,640 target; 11,820 threshold; 47,280 max | 991,698 | 3-year; 80% tied to relative TSR peer percentile | Payout capped at target if absolute TSR negative |
| PSUs (ROACE) | 2/6/2024 | 5,910 target; 2,955 threshold; 11,820 max | 225,038 | 3-year; 20% tied to ROACE (EBITDA/ACE) | Threshold 20%, target 25%, max ≥30% |
2024 Annual Incentive Plan metrics and results:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| EBITDA/ACE (ROACE proxy) | 30% | 20.9% | 25.8% | 33.4% | 23.1% | 72% | 21.6% |
| AIP Free Cash Flow ($MM) | 25% | 464 | 799 | 1,332 | 641.8 | 77% | 19.3% |
| Lifting Costs + G&A ($/BOE) | 25% | 17.54 | 16.20 | 14.94 | 15.33 | 169% | 42.3% |
| TRIR | 5% | 0.44 | 0.31 | 0.00 | 0.22 | 129% | 6.5% |
| Spill Rate (bbls/MMBOE) | 5% | 4.00 | 2.00 | 0.00 | 0.09 | 196% | 9.8% |
| GHG Emissions Intensity (tCO2e/MMBOE) | 5% | 13,400 | 12,150 | 10,900 | 10,456 | 200% | 10.0% |
| Sustainability Basket (Methane, Water Recycling, SIF, PVIR) | 5% | — | — | — | See sub-metrics | 140% | 7.0% |
| Total AIP Payout | — | — | — | — | — | — | 116.3% |
PSU outcomes (2022–2024 performance period):
| Metric | Payout (% of Target) | PSUs Earned |
|---|---|---|
| Combined TSR/ROACE PSU payout | 108.84% | 37,550 (Botner) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Personal with Full Voting Power) | 216,613 shares |
| Ownership as % of Shares Outstanding | ~0.15% (216,613 / 145,954,871) |
| 401(k) Plan Shares Included | 17,776 shares |
| Unvested RSUs (12/31/2024) | 72,694; Market value $2,199,718 |
| Unearned PSUs at target (12/31/2024) | 49,651; Market/Payout value $1,502,424 |
| Options/SARs | None outstanding company-wide |
| Stock Ownership Guidelines | EVP = 3x base salary; all NEOs in compliance in 2024 |
| Hedging/Pledging | Hedging prohibited; pledging restricted until ownership targets met and must be disclosed to Company |
| 2024 Vested Stock | 137,860 shares vested; value realized $5,251,294 (aggregate RSU/PSU vestings) |
Employment Terms
| Term | Economics / Provision |
|---|---|
| Employment Start | 2001 (Attorney) |
| Current Role Start | EVP effective 2/1/2024 (continues as GC & Corporate Secretary) |
| Severance Protection Agreement | Initial term 3 years; auto-renews annually unless 90 days’ notice |
| Change-in-Control (CIC) Severance Multiple | Increased to 2.5x salary + 3-year average bonus for Botner, approved 2/4/2025 ; previously 2x |
| CIC Equity Treatment | Double-trigger; full vesting of all outstanding equity awards upon qualifying termination within 24 months of CIC; PSUs deemed achieved at greater of actual to CIC date or target |
| Health/Life Insurance Continuation | 30 months post-termination (EVPs); 36 months for CEO/CFO |
| Non-Compete/Non-Solicit | One year following CIC-related termination; applicable restrictive covenants |
| Clawbacks | Mandatory Dodd-Frank/NYSE-compliant clawback; supplemental policy includes reputational harm trigger; forfeiture/recoupment provisions apply to awards |
| Perquisites / Tax Gross-ups | No perquisites or tax gross-ups for NEOs |
| Deferred Compensation (2024) | Executive contributions $50,468; Company contributions $9,166; earnings $(65,706); aggregate balance $877,294 |
| Potential Payments (12/31/2024 scenario) | Normal termination total $3,019,612; CIC termination total $6,444,305 (severance $1,986,240; non-equity $470,503; accelerated PSUs $2,631,605; RSUs $1,070,537; retirement plan $285,420) |
Compensation & Incentives (3-year summary)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 463,964 | 488,958 | 504,474 |
| Stock Awards ($) | 2,003,588 | 1,610,176 | 1,591,799 |
| Non-Equity Incentive ($) | 577,830 | 413,927 | 470,503 |
| Change in Pension Value ($) | — | 847,137 | 692,422 |
| All Other Compensation ($) | 29,341 | 30,921 | 30,595 |
| Total ($) | 3,074,723 | 3,391,119 | 3,289,793 |
Company Performance Context (Revenue/EBITDA)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 4,220,140,000 * | 3,448,854,000 * | 3,018,598,000 * |
| EBITDA ($) | 2,501,569,000 * | 1,997,040,000* | 1,608,241,000* |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 669,574,000 * | 672,730,000 * | 683,065,000 * | 720,966,000 * |
| EBITDA ($) | 351,182,000* | 349,825,000* | 365,010,000* | 414,119,000* |
*Values retrieved from S&P Global.
Compensation Peer Group & Say-on-Pay
- Peer group includes APA, CIVI, CTRA, DVN, EOG, KOS, MGY, MTDR, OVV, RRC, SM, TALO and XOP for TSR benchmarking; Murphy’s compensation targets are generally mid-range vs peers .
- Say-on-pay approval was 98% at the 2024 Annual Meeting .
Risk Indicators & Policies
- No repricing or replacement of underwater options/SARs without shareholder approval; minimum one-year vesting for awards (subject to limited exceptions); no single-trigger CIC vesting; no evergreen/reload provisions; no tax gross-ups; awards subject to clawback .
- Insider trading policy maintained and filed as exhibit to 10-K; prohibitions on hedging and restrictions on pledging until ownership targets met .
Investment Implications
- Alignment: Botner’s pay is predominantly variable and tied to ROACE, free cash flow, cost discipline, and ESG outcomes; 2024 AIP paid 116.3% with strong cost and safety performance, reinforcing incentive alignment with cash generation and risk management .
- Retention Risk: CIC severance increased to 2.5x (from 2x) for Botner in Feb 2025, improving retention economics in event-driven scenarios; equity awards subject to double-trigger vesting reduce risk of sudden acceleration without change in employment status .
- Selling Pressure: Significant equity vesting in 2024 (137,860 shares) and large outstanding unvested awards (RSUs 72,694; PSUs 49,651) imply periodic supply at vest dates; hedging is prohibited, and pledging is restricted, mitigating misalignment risk .
- Governance Quality: Robust clawback regime (including reputational harm), no perquisites/tax gross-ups, and strict equity plan features (no repricing, minimum vesting) indicate shareholder-friendly oversight and reduced red-flag exposure .
- Performance Backdrop: Company ROACE and Net Income improved meaningfully in 2024, while TSR recovery since 2019 remains modest; continued emphasis on ROACE in PSUs and cost metrics in AIP suggests sustained focus on capital efficiency—favorable for long-term value creation .