Thomas J. Mireles
MURPHY OILAbout Thomas J. Mireles
Executive Vice President and Chief Financial Officer of Murphy Oil Corporation; age 52; 19 years with Murphy as of February 18, 2025, and CFO since July 1, 2022 . He beneficially owns 166,524 MUR shares (<1% of outstanding) as of February 18, 2025 . Company performance under the incentive framework during his tenure: Annual Incentive Plan (AIP) paid at 154.5% of target for 2022, 105.4% for 2023, and 116.3% for 2024 based on EBITDA/ACE, free cash flow, cost, and HSE/ESG metrics . Pay-versus-performance disclosure shows 2024 Company TSR index 131.19, Net Income $407,171k, and ROACE 23.1% (company-level metrics) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Murphy Oil Corporation | EVP & CFO | 2022–present | Oversees finance through commodity volatility; AIP emphasizes EBITDA/ACE, FCF, cost, and HSE/ESG; PSUs tied to relative TSR and ROACE . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or roles disclosed in the proxy statements reviewed. |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 475,014 | 568,762; base set to $575,000 effective Feb 1, 2023 | 597,931; 2024 base $600,000 |
| Target Bonus (% of Base) | 90% (raised upon CFO appointment) | 90% | 100% |
| Actual AIP Bonus ($) | 695,250 (154.5% of target) | 545,445 (105.4% of target) | 697,800 (116.3% of target) |
| Total Compensation ($) | 4,079,995 | 4,521,177 | 4,502,378 |
| “Target Total Direct Comp” (company TTDC planning, not GAAP) | — | 3,392,500 | 3,950,000 |
Notes:
- All other comp (company retirement contributions and term life) for 2024 totaled $35,996 .
- No perquisites and no tax gross-ups for NEOs reported; clawback policies in place (Dodd-Frank compliant plus supplemental reputational-harm trigger) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Results
| Metric | Weight | Threshold | Target | Max | Actual | Payout | Weighted |
|---|---|---|---|---|---|---|---|
| EBITDA/ACE | 30% | 20.9% | 25.8% | 33.4% | 23.1% | 72% | 21.6% |
| AIP Free Cash Flow ($MM) | 25% | 464 | 799 | 1,332 | 641.8 | 77% | 19.3% |
| Lifting Costs + G&A ($/BOE) | 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 (bbl/MMBOE) | 5% | 4.00 | 2.00 | 0.00 | 0.09 | 196% | 9.8% |
| GHG Intensity (tCO2e/MMBOE) | 5% | 13,400 | 12,150 | 10,900 | 10,456 | 200% | 10.0% |
| Sustainability Basket | 5% | — | — | — | — | 140% | 7.0% |
| Total | 100% | 116.3% |
AIP payouts computed at 116.3% of target: Mireles target $600,000; earned $697,800 .
Long-Term Incentive (LTI) Structure and Grants
- Structure: 75% PSUs, 25% RSUs for Mireles in 2023–2024 grants; generally 3-year vest or performance period; dividends accrue and pay only if vested; no voting rights on RSUs .
- PSU metrics: 80% relative TSR vs. peer group (0–200% payout; capped at target if absolute TSR negative), 20% ROACE (0–200% with 20%/25%/30% threshold/target/max) .
- 2024 grant (Feb 6, 2024): 54,160 PSUs and 18,060 RSUs; grant-date fair values $1,817,694 (PSUs) + $687,680 (RSUs) .
- 2023 grant (Jan 31, 2023): 39,860 PSUs and 13,290 RSUs; grant-date fair values $1,928,069 (PSUs) + $575,033 (RSUs) .
- 2022 grants (Feb 1, 2022 and July 1, 2022 upon CFO appointment): 52,300 PSUs and 17,400 RSUs (plus July top-ups: 12,080 PSUs and 5,000 RSUs); combined fair values $1,762,164 (PSUs) + $547,201 (RSUs) .
- PSU payout (2018/2019 style replaced; for 2022–2024 performance period): 108.84% of target; Mireles earned 56,923 PSUs from his 52,300 target grant (ex-dividends) .
Outstanding and Vested Equity
| Category (12/31/2024) | Units/Shares | Value ($) |
|---|---|---|
| Unvested time-based RSUs | 107,982 | 3,267,533 (at $30.26) |
| Unearned PSUs (at target) | 98,231 | 2,972,465 (at $30.26) |
| 2024 Shares vested | 137,860 | 5,251,294 (PSU at $38.0775; RSU at $38.1650) |
No stock options outstanding or exercises reported for Mireles; the program uses RSUs/PSUs (no options in tables) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 166,524 shares as of Feb 18, 2025; <1% of outstanding . |
| Ownership guidelines | EVPs must hold 3x base salary; all directors and NEOs in compliance in 2024 and 2023 . |
| Pledging/Hedging | Prohibited hedging; pledging restricted until guidelines met and must be disclosed; best-practice insider trading policy . |
| Open market activity (aggregate NEOs) | 2023: 0 buys, 14,500 sells; 2024: 0 buys, 174,928 sells; as of Feb 18, 2025: 35,760 buys, 0 sells . |
| Deferred Compensation (SERP/401k) | 2024: Exec contrib $35,250; company contrib $14,538; YE balance $387,364 . 2023: Exec contrib $17,312; company contrib $14,325; YE balance $284,613 . |
| Pension (present value) | 2024: Qualified $503,339; SERP $1,079,978 . 2023: Qualified $475,903; SERP $854,515 . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreements | None; NEOs covered by Severance Protection Agreements (SPA) only . |
| Change-in-control (CIC) cash severance | Lump sum equal to 3x (Mireles) base salary + average bonus (3 yrs) upon qualifying termination within 24 months of a CIC (double-trigger) . |
| Equity vesting on CIC | Double-trigger vesting; if awards assumed and later qualifying termination within up to 24 months, immediate vest at greater of actual-to-date or target; if not assumed, awards vest at closing with at least target performance and may be cashed out . |
| Benefits continuation | Health/welfare continued for 36 months for Mireles following qualifying termination after CIC . |
| Restrictive covenants | Non-compete and non-solicit apply for one year following a CIC-related termination . |
| Tax gross-ups | None for CIC excise tax; company does not provide tax gross-ups to NEOs . |
| Estimated CIC payouts (12/31/2024 scenario) | Severance cash $3,888,495; AIP $697,800; accelerated equity (target-based) PSUs $4,680,153; RSUs $1,559,845; total $10,826,293 . |
Compensation Structure Analysis
- Cash/equity mix skewed toward at-risk pay: LTI 75% PSUs/25% RSUs; AIP targets moved from 90% to 100% of base for Mireles in 2024, modestly increasing annual pay-at-risk leverage .
- Performance rigor: AIP targets explicitly adjusted for commodity/macro headwinds while maintaining challenge; 2024 AIP paid 116.3% with strong cost/HSE/ESG performance offsetting lower EBITDA/ACE and FCF vs target .
- PSU design continues to emphasize relative TSR with downside cap (target cap if absolute TSR negative) and ROACE to promote capital efficiency; 2022–2024 PSU cycle paid at 108.84% of target .
- Governance best practices: Double-trigger CIC, no tax gross-ups, robust clawback, hedging/pledging limits, consistent grant timing, and high say-on-pay support (97% in 2023; 98% in 2024) .
Compensation & Ownership Tables
Summary Compensation (NEO table values)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 475,014 | 568,762 | 597,931 |
| Stock Awards (RSUs/PSUs grant-date FV) | 2,879,692 | 2,984,969 | 2,917,752 |
| Non-Equity Incentive (AIP) | 695,250 | 545,445 | 697,800 |
| Change in Pension Value | — | 386,256 | 252,899 |
| All Other Compensation | 30,039 | 35,745 | 35,996 |
| Total | 4,079,995 | 4,521,177 | 4,502,378 |
Base Salary and Target Bonus Progression
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Approved base salary | $500,000 (Feb 1); $575,000 (from Jul 1 CFO) | $575,000 (effective Feb 1, 2023) | $600,000 |
| Target bonus (% of base) | 90% (raised from 75% at promotion) | 90% | 100% |
LTI Grants (Units)
| Grant | 2022 | 2023 | 2024 |
|---|---|---|---|
| PSUs granted (#) | 52,300 (plus 12,080 top-up Jul 1) | 39,860 | 54,160 |
| RSUs granted (#) | 17,400 (plus 5,000 top-up Jul 1) | 13,290 | 18,060 |
| PSU payout (for 2022–2024 PMP) | — | — | 108.84% (56,923 PSUs earned) |
Performance & Track Record
- Strategic/financial highlights cited by the company include generating $1.3B FCF in 2022; ~$1.2B total debt reduction since YE20; dividend doubled since 4Q21; accretive Gulf of Mexico non-op interests acquired—aligning with delever/returns framework .
- Pay-versus-performance (company-level): 2022–2024 TSR indices were 175.84, 179.22, and 131.19, respectively; Net Income $965,047k (2022), $661,559k (2023), $407,171k (2024); ROACE 31.4%, 28.3%, 23.1% .
Compensation Peer Group (for benchmarking and TSR comparisons)
Peer set used (examples): APA, CTRA, DVN, HES, MRO, MTDR, OVV, RRC, SM, SWN, KOS, CPE, TALO; Murphy at 55th percentile 1-yr TSR, 75th percentile 3-yr TSR in peer table presented for 2023 analysis .
Governance and Say-on-Pay
- Say-on-pay support ~97% (2023) and ~98% (2024) .
- Independent consultant (Meridian); double-trigger CIC; clawbacks (including reputational harm); hedging prohibited; pledging restricted; no tax gross-ups .
Investment Implications
- Alignment: High proportion of performance-based LTI (75% PSUs) tied to relative TSR and ROACE plus AIP metrics linked to EBITDA/ACE, FCF and cost suggests strong pay-for-performance alignment; ownership guidelines (3x salary) and compliance reduce misalignment risk .
- Near-term selling pressure: Cliff vesting on three-year RSUs/PSUs (e.g., 2024 grants vest around Feb 2027) and sizable unvested balances (107,982 RSUs; 98,231 target PSUs at 12/31/24) may create periodic liquidity events around vesting dates; 2024 saw 137,860 shares vest for Mireles (value $5.25M) .
- Retention and CIC economics: Mireles holds a 3x base+bonus CIC multiple with 36 months of benefits and double-trigger equity vesting; this is more protective than peers’ typical 2x, supporting retention but adding CIC payout sensitivity; no tax gross-ups and one-year restrictive covenants mitigate governance concerns .
- Execution risk: 2024 AIP underperformance on EBITDA/ACE and FCF vs target offset by strong costs and HSE/ESG; sustained improvement in capital returns (ROACE in LTI) remains critical for PSU outcomes; 2022–2024 PSU paid modestly above target (108.84%), indicating balanced hurdle rigor .
- Trading signals: Company-level TSR decelerated in 2024 (index 131.19 vs 179.22 in 2023), which can cap TSR-linked PSU payouts; stronger FCF and ROACE delivery would lift future payouts and reduce insider selling pressure tied to vesting .
Key watch items: quarterly FCF vs AIP targets, ROACE trajectory into the next PSU cycles, and vesting calendars around early February each year (historical grant dates Jan/Feb). Monitor Form 4s for any 10b5-1 activity or post-vesting sales to gauge incremental selling pressure.
References
- 2025 Proxy Statement (DEF 14A, filed 2025-03-28):
- 2024 Proxy Statement (DEF 14A, filed 2024-03-21):
- 2023 Proxy Statement (DEF 14A, filed 2023-03-24):
- Form 8-K (filed 2023-02-03): base salary increase to $575,000 effective Feb 1, 2023