Jeffrey W. Nolan
MURPHY OILAbout Jeffrey W. Nolan
Independent director of Murphy Oil Corporation; age 56; director since 2012. Former President & CEO of Loutre Land and Timber Company (1998–2021; retired), with prior legal practice focused on business and corporate transactions. Current Chair of the Board of First Financial Bank (El Dorado, AR) since 2015. Core credentials include legal, corporate governance, corporate finance, A&D, and mineral property management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loutre Land and Timber Company | President & CEO | 1998–2021 (retired Dec 2021) | Led natural resources operations (timberland/mineral properties), bringing governance, finance, and A&D experience to MUR board . |
| Legal practice (prior) | Attorney (business/corporate transactions) | Not disclosed | Corporate governance and transactions background informs board oversight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Financial Bank (El Dorado, AR) | Chair of the Board | Since 2015 | Banking oversight experience; not disclosed as a public company directorship . |
Board Governance
- Independence: MUR board determined all directors other than the CEO (Eric Hambly) to be independent under NYSE rules; Nolan is independent .
- Committee memberships: Compensation Committee (member), Finance Committee (member), Nominating & Governance Committee (member) .
- Committee chair roles: Nolan is not a chair; committee chairs are Audit (Dickerson), Compensation (Sugg), Finance (R. Madison Murphy), HSE/CR (Keller), Nominating & Governance (Kelley in 2024; Kelley retiring) .
- Attendance: In 2024 the board met 6 times; committees met 3–5 times each; all full-year 2024 nominees’ attendance substantially exceeded 75% and all directors attended the 2024 annual meeting .
- Engagement: Compensation Committee report lists Nolan as a member, affirming active participation in pay governance .
| 2024 Meetings | Count | Nolan’s Membership |
|---|---|---|
| Board | 6 | Director (independent) . |
| Audit | 5 | Not a member . |
| Compensation | 4 | Member . |
| Finance | 4 | Member . |
| Nominating & Governance | 3 | Member . |
| Health, Safety, Environment & Corporate Responsibility | 3 | Not a member . |
Fixed Compensation (Director)
| Component | Amount | Date/Terms |
|---|---|---|
| Annual cash retainer | $85,000 | Standard 2024 director cash retainer . |
| Committee membership fees | $5,000 (Audit/Finance members) | Applies to Audit and Finance committee members; Nolan is Finance member (aggregate cash in table reflects elections/deferrals) . |
| Chair fees | Not applicable | Nolan is not a committee chair . |
| 2024 cash paid/earned (Nolan) | $90,000 | Nolan elected to defer payment under NED DCP Plan (footnote 5) . |
Performance Compensation (Director)
- Equity structure: Time-based RSUs granted annually; no options; typical cliff vest after one year; directors may elect to defer settlement .
- 2024 grant: 5,268 RSUs (grant date Feb 7, 2024), grant-date fair value $200,026; Nolan elected to defer settlement of RSUs .
- No director bonus or performance-based equity metrics are used for non-employee directors .
| Equity Award | Grant Date | Units | Grant-Date Fair Value |
|---|---|---|---|
| Time-based RSUs (Nolan) | Feb 7, 2024 | 5,268 | $200,026 . |
Compensation Committee metrics in executive pay oversight (context for Nolan’s committee work): The AIP and PSU programs use financial and ESG metrics. 2024 AIP payout was 116.3% of target across metrics below .
| 2024 AIP Metric | Weight | Threshold | Target | Max | Actual | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| EBITDA/ACE (ROACE proxy) | 30% | 20.9% | 25.8% | 33.4% | 23.1% | 72% | 21.6% . |
| AIP Free Cash Flow ($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 | 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 | 5% | — | — | — | Mixed (see sub-metrics) | 140% | 7.0% . |
| Total | 100% | — | — | — | — | — | 116.3% . |
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None | — | — | No public company boards disclosed for Nolan . |
| First Financial Bank | Not disclosed as public | Chair of the Board (since 2015) | No related party transactions disclosed with MUR in 2024 . |
Expertise & Qualifications
| Domain | Evidence |
|---|---|
| Corporate governance & legal | Former legal practice in business/corporate transactions; Nominating & Governance Committee member . |
| Finance & banking | Chair, First Financial Bank; Finance Committee member . |
| Natural resources/mineral management | Led timberland/mineral property company (CEO, 1998–2021) . |
| Compensation oversight | Compensation Committee member; signatory in Compensation Committee Report . |
Equity Ownership
| Holding Category | Units/Amount |
|---|---|
| Personal with full voting & investment power | 320,833 shares . |
| Trust beneficiary | 282,012 shares . |
| Equity awards exercisable or settling within 60 days | 54,827 RSUs (director awards) . |
| Total beneficial ownership | 657,672 shares . |
| RSUs outstanding at 12/31/2024 | 47,330 RSUs (director awards) . |
| Ownership guidelines | Directors required to hold 5x annual retainer; all directors and NEOs in compliance during 2024 . |
| Hedging/pledging | Hedging prohibited; pledging restricted until ownership targets met and requires disclosure . |
Fixed Compensation (2024 Summary)
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $90,000 (deferred under NED DCP Plan) . |
| Stock awards (RSUs) | $200,026 grant-date fair value . |
| All other compensation | $7,500 (charitable gift matching) . |
| Total | $297,526 . |
Related Party Transactions and Section 16
- Related party transactions: None required to be disclosed for 2024; ongoing monitoring by Nominating & Governance Committee; no waivers granted under Code of Business Conduct and Ethics .
- Section 16 compliance: One late Form 4 reported on Form 5 (filed Feb 6, 2025) for a bona fide gift by Jeffrey W. Nolan on Dec 23, 2024 .
Governance Assessment
- Board effectiveness: Nolan contributes legal, governance, banking, and natural resources expertise across Compensation, Finance, and Nominating & Governance committees, supporting oversight of pay design, capital allocation, and board refreshment .
- Alignment and incentives: Strong ownership (657,672 shares total) and consistent director equity grants; elected deferral of RSU settlement and cash into stock-linked deferred plans, reinforcing long-term alignment; directors compliant with 5x retainer guideline; hedging prohibited, pledging restricted .
- Independence and conflicts: Independent under NYSE rules; no related-party transactions involving Nolan; external bank chair role poses limited conflict absent disclosed transactions; board monitors potential conflicts and requires recusals .
- Pay-for-performance oversight: As Compensation Committee member, Nolan oversees AIP/PSU metrics emphasizing ROACE, free cash flow, cost discipline and ESG (TRIR, spills, GHG), with 2024 payout at 116.3%—balanced, rules-based, no discretionary uplifts flagged .
- Shareholder signals: 2024 Say-on-Pay support >98%, indicating investor confidence in compensation governance under committee oversight (including Nolan) .
RED FLAGS
- Late Section 16 filing: One late Form 4 (bona fide gift) reported for Nolan—minor process lapse, not economic misalignment .
- Family ties on board: Board acknowledged familial relationships among other directors (Deming, Murphy, Keller are first cousins) in independence deliberations; not applicable to Nolan, but relevant to overall governance context .