Laura A. Sugg

About Laura A. Sugg

Independent director since 2015 (age 64), Laura A. Sugg is a retired senior executive from ConocoPhillips (retired since 2010). She chairs Murphy Oil’s Compensation Committee and serves on the Finance Committee; the Board has affirmatively determined she is independent under NYSE rules. Her profile emphasizes expertise in executive leadership, human capital, compensation, financial matters, and operational/technical energy experience .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee Chair; Finance Committee member .
• Independence: All directors other than the CEO (Mr. Hambly) were deemed independent; independence review considers potential familial relationships (none noted for Sugg) .
• Attendance: In 2024, the Board met 6 times; her committees met 4 times (Comp), 4 times (Finance). All full-year nominees’ attendance substantially exceeded 75%; all directors attended the 2024 Annual Meeting .
• Executive sessions: The independent Board Chair (Claiborne P. Deming) presides; at least three non-employee director sessions annually .
• Compensation Committee composition: 2025—Sugg (Chair), Earley, Nolan, Ryan Jr.; 2024—Sugg (Chair), Nolan, Ryan Jr. .
• Compensation governance signals: Double-trigger change-in-control for equity; mandatory clawbacks (Dodd-Frank compliant) plus supplemental reputational-harm trigger; prohibition on hedging and restricted pledging policies; consistent grant timing; stock ownership guidelines (directors 5x annual retainer) with all directors in compliance .
• Say-on-pay: 98% support at 2024 meeting; 97% support at 2023 meeting—positive stewardship signal for Comp Chair .

Fixed Compensation

• Structure: Standard non-employee director compensation—annual cash retainer ($85,000) plus chair/membership retainers and equity RSUs with grant-date fair value ~$200,000; Audit/Finance committee members receive $5,000; Compensation Chair receives $20,000 .
• RSU grants: 5,268 time-based RSUs on Feb 7, 2024 (cliff vest after one year); Sugg elected to defer settlement of RSUs (settle at termination or future chosen date) . In 2023, non-employee directors received 4,740 RSUs (cliff vest after one year); Sugg elected to defer settlement in 2023 as well .

Performance Compensation

As Compensation Committee Chair, Sugg oversees executive incentive design and outcomes. Key components and 2024 results:

• Annual Incentive Plan (AIP) metrics and weights (financial discipline and ESG safety/environment): | Metric | Weight | Threshold | Target | Maximum | Actual | Payout Achieved | 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 Intensity (mt CO2e/MMBOE) | 5% | 13,400 | 12,150 | 10,900 | 10,456 | 200% | 10.0% | | Sustainability Basket | 5% | — | — | — | Mixed (methane 41.7; water 21%; SIF 0.05; PVIR 0.64) | 140% | 7.0% | | Total AIP Payout | — | — | — | — | — | — | 116.3% of target |

• PSU design: 80% relative TSR vs peer group (3-year), 20% ROACE; capped at target if absolute TSR negative; vesting at 3 years; 2022–2024 PSU payout was 108.84% of target across NEOs (illustrative oversight metric) .

Other Directorships & Interlocks

• Related-party transactions: None reportable for 2024; policy requires directors to recuse from discussions affecting personal/business interests .

Expertise & Qualifications

• Executive leadership, human capital/compensation, finance, operations/technical energy experience .
• Governance and compensation oversight; use of independent consultant (Meridian); independence confirmed annually .
• Board skills matrix reflects strong human capital/compensation, corporate governance, industry/operations capabilities across Board (Sugg included among those skills) .

Equity Ownership

• RSUs outstanding at Dec 31, 2024: 47,330 (reflects deferral elections) .
• Director stock ownership guidelines: 5x annual retainer; all directors in compliance in 2024/2025 .
• Hedging/pledging: Hedging prohibited; pledging restricted until ownership targets met and requires prior disclosure; no pledging by Sugg disclosed .

Governance Assessment

• Strengths

  • Independent director with deep energy-sector leadership; chairs key Compensation Committee; clear oversight of pay-for-performance with robust financial and ESG metrics tied to incentives (AIP and PSU structure) .
  • High investor support for say-on-pay (97–98%), signaling confidence in compensation governance under her chairmanship .
  • Strong guardrails: clawbacks (including reputational harm), double-trigger CIC for equity, prohibitions on hedging, and strict ownership requirements—all directors compliant .
  • Attendance substantially above 75% with active committee participation; structured executive sessions led by independent Chair .

• Risks/Watch Items

  • Multi-board commitments (Kinetik, PSEG) warrant monitoring for capacity and potential industry adjacency; however, no related-party transactions disclosed by MUR in 2024/2023 .
  • Family relationships exist among other directors (Deming, Murphy, Keller), though independence is reaffirmed annually; Sugg is not noted among familial relations .
  • RED FLAGS: None disclosed—no option repricing, tax gross-ups, related-party transactions, or hedging/pledging by directors; robust policies in place .

• Director Compensation Alignment

  • Mix dominated by equity RSUs (~62–62% of total), with modest cash and benefit matches; deferral elections further align incentives with long-term shareholder value .

• Overall implication: Sugg’s profile and actions as Compensation Chair support investor confidence in board effectiveness and pay governance, with clear performance-linked frameworks and strong shareholder backing .