Michelle A. Earley
MURPHY OILAbout Michelle A. Earley
Independent director of Murphy Oil Corporation; age 53; director since 2021; based in Austin, Texas. Currently Senior Vice President, Deputy General Counsel and Corporate Secretary at American Airlines Group, Inc. (since Aug 2024); previously Partner at O’Melveny & Meyers LLP (Apr 2022–Aug 2024) and Partner at Locke Lord LLP (2008–Apr 2022). Brings deep M&A, securities regulation and corporate governance expertise; deemed independent under NYSE and company standards (all directors except the CEO are independent). Other public board: Adams Resources & Energy, Inc., through January 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Melveny & Meyers LLP | Partner | Apr 2022 – Aug 2024 | Corporate/M&A, securities; board governance advisor |
| Locke Lord LLP | Partner (joined firm 1998) | 2008 – Apr 2022 | M&A and securities matters; governance counseling |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Airlines Group, Inc. | SVP, Deputy GC & Corporate Secretary | Aug 2024 – Present | Senior legal/executive officer at a large global airline |
| Adams Resources & Energy, Inc. | Independent Director | Through Jan 2025 | Ended service in Jan 2025 |
Board Governance
- Committee assignments (2024–2025): Compensation; Finance; Health, Safety, Environment & Corporate Responsibility (HSE&CR). No chair roles listed.
- Independence status: Independent director (all directors other than the CEO are independent).
- Board leadership and executive sessions: Independent Chair (Claiborne P. Deming); non-employee director sessions held at least three times per year.
- Meetings and attendance: 2024 meetings—Board (6), Audit (5), Compensation (4), Finance (4), Nominating & Governance (3), HSE&CR (3); all full-year 2024 nominees’ attendance “substantially exceeded 75%.”
- Committee mandates: Compensation oversees exec and director pay (uses independent consultant); Finance covers capital structure, dividends/buybacks; HSE&CR oversees EHS, climate and sustainability reporting; Nominating & Governance oversees independence/conflicts, board composition and governance guidelines.
- Committee evaluation and charters: Annual board/committee self-evaluations; charters and governance guidelines available on company website.
Fixed Compensation (Non-Employee Director – 2024)
Program structure (standard):
- Cash annual retainer: $85,000; supplemental retainers—Chair of Board $140,000; committee Chairs (Audit/Comp/Finance) $20,000; other committee Chairs $15,000; Audit Committee Financial Expert $7,000; members of Audit/Finance committees $5,000. Equity grant: RSUs with $200,000 grant-date fair value; 5,268 RSUs granted Feb 7, 2024 (cliff vest after one year). Cash may be deferred; directors may elect to defer RSUs; company gift-matching program up to $7,500.
Earley’s 2024 director compensation:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (RSUs, grant-date FV) | $200,026 |
| All Other Compensation (charitable match) | $1,365 |
| Total | $291,391 |
- RSU grant size in 2024: 5,268 units; Earley elected to defer settlement of RSUs.
- RSUs outstanding (time-based) at 12/31/2024: 21,754.
Performance Compensation
- Non-employee director equity is time-based RSUs (no performance metrics); RSUs generally cliff vest after one year under the director plan (settlement may be deferred). Dividend equivalents accrue and are paid only upon vesting.
| Equity Award | Grant Date | Units | Vesting Terms | Notes |
|---|---|---|---|---|
| Time-based RSUs (annual) | Feb 7, 2024 | 5,268 | Cliff vest after one year | Earley elected to defer settlement |
| Time-based RSUs Outstanding | As of Dec 31, 2024 | 21,754 | Vests per original award terms | Balance reflects prior deferrals/awards |
Other Directorships & Interlocks
| Company | Role | Dates | Notes/Interlocks |
|---|---|---|---|
| Adams Resources & Energy, Inc. | Independent Director | Through Jan 2025 | Ended service Jan 2025; no Murphy-related related-party transactions disclosed in 2024 |
| Murphy Oil Corporation | Director | 2021 – Present | Committees: Compensation; Finance; HSE&CR |
- Related-party transactions: None required to be disclosed in 2024; Nominating & Governance reviews related party matters; no waivers under Code of Conduct in 2024.
- Section 16 compliance: All timely for 2024 except one late Form 4 for another director (Nolan); no exception noted for Earley.
Expertise & Qualifications
- Legal/M&A, securities regulation, corporate governance advisory; brings governance and legal acumen relevant to compensation, finance, and EHS oversight.
- Board skills matrix indicates coverage across corporate governance and law among directors, aligning with Earley’s profile.
Equity Ownership
| Holder | Personal Shares (Full Voting/Investment Power) | Equity Awards Exercisable or May Settle Within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Michelle A. Earley | — | 29,251 | 29,251 | — |
- Director stock ownership guidelines: 5x annual retainer for directors; company states all directors and NEOs were in compliance in 2024.
- Hedging/pledging: Hedging prohibited; pledging restricted (not permitted until meeting ownership target; any pledging must be pre-disclosed and legally compliant).
Governance Assessment
Key positives:
- Strong independence profile; service on Compensation, Finance, and HSE&CR aligns with legal/governance skill set.
- Active oversight environment: independent chair; regular executive sessions; robust committee mandates and annual self-evaluations.
- Shareholder alignment: director pay mix balanced with material equity; deferral elections increase alignment; all directors in compliance with ownership guidelines.
- Clean governance signals: no Item 404 related-party transactions; Section 16 compliance with no exception noted for Earley; Say-on-Pay support >98% in 2024, indicating strong shareholder approval of compensation governance.
Potential watchpoints:
- Workload/time commitments: Earley holds a senior executive role at American Airlines while serving on three MUR committees; ended external public company directorship in Jan 2025, reducing interlock/time risk.
- As a Compensation Committee member, continues to oversee use of Meridian (independent consultant; no other services), clawbacks (mandatory and supplemental), and evolving ESG-linked incentives—continue to monitor rigor and any peer group or metric changes.
RED FLAGS: None disclosed specific to Earley—no related-party transactions, no hedging/pledging disclosures, no attendance issues noted; overall governance posture appears shareholder-aligned.