Elisabeth W. Keller
MURPHY OILAbout Elisabeth W. Keller
Elisabeth W. Keller (age 67) has served on Murphy Oil Corporation’s board since 2016; she is based in Cambridge, MA and previously led Inglewood Plantation, LLC, Louisiana’s largest organic farm (President 2014–2022, retired December 2022). She brings deep health and environmental domain knowledge and currently chairs the Health, Safety, Environment and Corporate Responsibility (HSE&CR) Committee; she is also an Audit and Nominating & Governance committee member . The Board has deemed her independent under NYSE rules, noting she is a first cousin of Board Chair Claiborne P. Deming and director R. Madison Murphy, which the Nominating & Governance Committee explicitly considered in its independence assessment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inglewood Plantation, LLC | President | 2014–2022 (retired Dec 2022) | Led strategic vision and operations for the largest organic farm in Louisiana; expertise in health and environmental issues |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships |
Board Governance
- Committee assignments: Audit (Member), HSE&CR (Chair), Nominating & Governance (Member) .
- Independence: All directors other than the CEO are independent; familial ties (Keller-Deming-Murphy) assessed with independence maintained per NYSE and company guidelines .
- Attendance: 2024 board held 6 meetings; all full-year nominees’ attendance substantially exceeded 75% of board and committee meetings; all full-year members attended the 2024 Annual Meeting .
- Executive sessions: Non-employee directors meet at least three times per year in executive session led by the independent Chair .
- Board risk oversight: HSE&CR oversees environmental, health, safety, climate and sustainability risks, supplemented by external experts (e.g., Ipieca, MIT Joint Program) .
| Governance Element | 2024 Detail |
|---|---|
| Board meetings | 6 meetings |
| Audit Committee meetings | 5 meetings |
| Compensation Committee meetings | 4 meetings |
| Finance Committee meetings | 4 meetings |
| Nominating & Governance meetings | 3 meetings |
| HSE&CR meetings | 3 meetings |
| Attendance threshold | “Substantially exceeded” 75% for all full-year nominees |
| Independence status | Independent; familial ties considered (first cousins with Deming and R. Madison Murphy) |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director retainer |
| Committee chair fee (HSE&CR) | $15,000 | “Other” committee chair fee |
| Audit Committee member fee | $5,000 | Audit/Finance member supplement |
| Fees earned or paid in cash (actual) | $105,020 | Reported for Keller |
| Matching charitable gifts (“All Other Compensation”) | $8,000 | Under Company Gift Matching Program |
| Total cash + other | $113,020 | Sum of cash fees and matching gifts (component view) |
| Equity grant (RSUs) grant-date fair value | $200,026 | Standard 2024 director equity value |
| Total 2024 director compensation | $313,046 | Fees + equity + other for Keller |
Performance Compensation
| Equity Instrument | Grant date | Shares/Units | Vesting | Valuation basis |
|---|---|---|---|---|
| Time-based RSUs (annual grant) | Feb 7, 2024 | 5,268 | Cliff vest after one year | Grant-date fair value per FASB ASC 718; $200,026 for Keller |
Performance program (company-wide, set and overseen by the Board/Comp Committee) indicating alignment of incentive pay design:
- Annual Incentive Plan (AIP) metrics and weightings (for executives; directors do not receive AIP). These metrics are a governance signal of pay-for-performance rigor.
| 2024 AIP Metric | Weight | Threshold | Target | Max | Actual | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| EBITDA/ACE (ROACE proxy) | 30% | 20.9% | 25.8% | 33.4% | 23.1% | 72% | 21.6% |
| AIP Free Cash Flow ($MM) | 25% | $464 | $799 | $1,332 | $641.8 | 77% | 19.3% |
| Lifting Costs + G&A | 25% | 17.54 | 16.20 | 14.94 | 15.33 | 169% | 42.3% |
| TRIR (safety) | 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 | 5% | 13,400 | 12,150 | 10,900 | 10,456 | 200% | 10.0% |
| Sustainability Basket (methane, water recycle, SIF, PVIR) | 5% | — | — | — | — | 140% | 7.0% |
| Total AIP payout | — | — | — | — | — | 116.3% | 116.3% |
Long-term PSUs metrics (company-wide, indicative of long-term alignment):
- 80% TSR vs peer group over 3 years (capped at target if absolute TSR negative); 20% ROACE with 0–200% payout curve .
Other Directorships & Interlocks
| Relationship/Interlock | Detail | Risk Consideration |
|---|---|---|
| Familial ties | Keller is first cousin of independent Chair Claiborne P. Deming and director R. Madison Murphy | Potential perception of influence; Board assessed independence under NYSE rules and requires recusals for personal interests |
| Murphy USA Inc. | Deming and R. Madison Murphy hold roles/directorships at Murphy USA; Keller does not serve on Murphy USA’s board | No direct interlock for Keller; monitor family network effects |
Expertise & Qualifications
- Health, environment, and safety expertise with domestic/international perspective; chairs HSE&CR, which oversees environmental, safety, climate and sustainability oversight and leverages external experts (Ipieca; MIT Joint Program) .
- Audit committee experience provides financial oversight exposure; Nominating & Governance membership supports board effectiveness and conflict management .
- Operations leadership background from Inglewood Plantation; stakeholder and community impact orientation .
Equity Ownership
| Ownership Category | Shares/Units | Notes |
|---|---|---|
| Personal with full voting & investment power | 72,666 | Direct and household holdings included |
| Personal as beneficiary of trusts | 518,224 | Trust beneficial interests |
| Equity awards exercisable/settling within 60 days (director RSUs) | 7,497 | RSUs counted for directors only |
| Total beneficial ownership | 598,387 | As of Feb 18, 2025 |
| RSUs outstanding (time-based) | 5,268 | As of Dec 31, 2024 |
| Ownership guidelines compliance | Yes | Directors must hold 5x annual retainer; all directors in compliance during 2024 |
Insider filings:
- Section 16(a) compliance: Company believes all filings were timely in 2024 except one late Form 4 by another director (Nolan) reported on Form 5; no exception noted for Keller .
Governance Assessment
- Board effectiveness: Keller’s chair role on HSE&CR and membership on Audit and Nominating & Governance aligns with Murphy’s risk profile (E&P operations, offshore exposure, ESG scrutiny). Regular use of external expertise under HSE&CR strengthens oversight credibility .
- Independence and conflicts: Independence affirmed despite familial ties to Deming and R. Madison Murphy; the Board’s formal independence reviews and recusal policy mitigate conflict risk; 2024 had no related-party transactions requiring Item 404 disclosure .
- Engagement and attendance: Above-threshold attendance with full participation at the annual meeting supports active oversight; structured executive sessions reinforce independent board leadership .
- Compensation and alignment: Director compensation is balanced between cash ($105,020 fees) and equity ($200,026 RSU grant); RSUs vest after one year, with optional deferral for some directors (not elected by Keller), promoting ownership; Gift Matching demonstrates community alignment .
- Ownership “skin in the game”: Keller’s substantial beneficial holdings (598,387 shares) and compliance with ownership guidelines indicate strong alignment; no disclosures of pledging or hedging violations; insider filings timely for Keller .
- Shareholder signals: 98% Say‑on‑Pay support in 2024 underscores investor confidence in compensation governance; Board maintains clawback and double-trigger CIC provisions, and has added ESG metrics (GHG, spills, TRIR) to incentives, evidencing responsive governance .
RED FLAGS
- Familial relationships among independent directors (Keller-Deming-Murphy) may raise perceived independence concerns despite formal determinations; monitor for recusals on matters involving family-associated entities and continued absence of related-party transactions .
- Concentration of family representation on the board warrants ongoing review of board refreshment and independence processes .
Overall, Keller’s committee leadership in HSE&CR and sizable equity ownership support investor alignment; formal governance structures and policies mitigate familial conflict risks, with no 2024 related-party transactions or filing issues disclosed for Keller .