Robert N. Ryan, Jr.
MURPHY OILAbout Robert N. Ryan, Jr.
Independent director of Murphy Oil Corporation since 2019 (age 68), with 44 years in the energy industry, including 15 years as Chevron’s Vice President—Global Exploration (2003–2018) and prior experience in the U.S. Department of Energy’s Office of Energy Efficiency and Renewable Energy; holds degrees in geology . He is deemed independent under NYSE rules per the Board’s determination that all directors other than the CEO are independent . He serves on the Audit, Compensation, and Health, Safety, Environment & Corporate Responsibility (HSE) Committees and is not a committee chair . All full-year 2024 nominees’ attendance substantially exceeded 75%, and the Board met six times in 2024; Audit (5), Compensation (4), HSE (3) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Vice President—Global Exploration | 2003–2018 | Led global exploration portfolio; extensive worldwide operations experience |
| U.S. Department of Energy (EERE) | Position in Office of Energy Efficiency and Renewable Energy | Not disclosed | Energy policy exposure; government interface |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current other public company directorships disclosed |
Board Governance
- Committee Memberships: Audit (Member), Compensation (Member), HSE (Member) .
- Independence: Board determined all directors other than the CEO are independent; Ryan is independent .
- Attendance: All full-year 2024 nominees exceeded 75% attendance; Board (6 meetings), Audit (5), Compensation (4), HSE (3) .
- Executive Sessions: Non-employee director sessions held at least three times annually (Feb, Aug, Dec), led by independent Board Chair .
- Related-Party Transactions: None requiring disclosure in 2024; governance guidelines require recusals on conflicts .
Fixed Compensation
- Program Structure (2024): Annual cash retainer $85,000; supplemental retainers—Board Chair $140,000; Committee Chairs (Audit/Comp/Finance) $20,000; other committee chairs $15,000; Audit Committee Financial Expert $7,000; Audit/Finance Committee members $5,000 .
- Deferrals: Directors may defer cash under NED DCP and may elect deferred RSUs; deferral elections listed for 2024 did not include Ryan .
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 90,020 |
| All Other Compensation | — (none disclosed for Ryan) |
| Total Cash Compensation | 90,020 |
Performance Compensation
- Equity Structure (Directors): Annual grant of time-based RSUs (no performance conditions); 2024 award sized at $200,000 grant-date fair value; 5,268 RSUs granted to each non-employee director on Feb 7, 2024 (Mr. Tudor pro-rated) .
- Deferral: Directors may defer RSU settlement; Ryan not listed among 2024 deferrals .
| Equity Detail (2024) | Grant Date | Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| Time-Based RSUs | Feb 7, 2024 | 5,268 | 200,026 |
No director performance metrics apply to RSU vesting (time-based only; one-year cliff for Director Plan awards, per plan disclosures) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public board service disclosed; no related-party transactions in 2024 |
Expertise & Qualifications
- Global exploration leadership and portfolio management; Chevron VP—Global Exploration for 15 years .
- Broad knowledge of oil and gas operations and energy policy; prior government role in DOE EERE .
- Technical credentials with geology degrees; brings industry operating and policy expertise to Audit, Compensation, and HSE oversight .
Equity Ownership
- Stock Ownership Guidelines: Directors required to hold 5x annual retainer; all directors in compliance during 2024 .
- Hedging/Pledging: Hedging prohibited; pledging only after meeting ownership targets and with advance disclosure; policy applies to directors .
| Beneficial Ownership (as of Feb 18, 2025) | Shares |
|---|---|
| Personal with Full Voting and Investment Power | 49,817 |
| Equity Awards (RSUs) Exercisable/Settling within 60 days | 7,497 |
| Total Beneficial Ownership | 57,314 |
| RSUs Outstanding at Dec 31, 2024 | 5,268 |
| Ownership Guideline Compliance | In compliance (Board-wide) |
Governance Assessment
- Board Effectiveness: Ryan’s deep technical expertise and global exploration leadership enhance oversight across Audit, Compensation, and HSE—valuable for a company with onshore, offshore, and international assets .
- Independence & Attendance: Independent status with strong attendance; multiple committee roles signal engagement, though dual Audit and Compensation membership increases workload—appropriate given experience .
- Alignment: Director pay mix balances cash and equity; standard RSU grants and absence of special perquisites indicate conservative governance practices; no related-party transactions .
- Investor Confidence Signals: Robust clawback/recoupment policies and double-trigger provisions in equity plans; 98% Say-on-Pay support at 2024 meeting underscores favorable shareholder sentiment toward compensation governance (executive program) .
- Red Flags: None identified for Ryan—no pledging/hedging disclosures, no related-party transactions, no late Section 16 filings noted for him .
Overall, Ryan presents as a technically strong, independent, and engaged director with ownership alignment via RSUs and shareholdings, and no apparent conflicts—supportive of investor confidence in Murphy Oil’s board governance .