Andrew Clyde
Murphy USAAbout Andrew Clyde
R. Andrew Clyde (age 61) is President & Chief Executive Officer of Murphy USA and has served as a director since the company’s August 2013 spin‑off. He previously was a partner in Booz & Company’s Global Energy Practice (joined 1993; partner 2000–2013), with earlier public accounting experience at Arthur Andersen; he is a CPA (inactive). Clyde also serves as a Director and Chair of the Audit Committee of the Federal Reserve Bank of St. Louis (since Jan 2021) and as a National Trustee of Boys & Girls Clubs of America (since 2020) . Under his tenure, Murphy USA reported Adjusted EBITDA of $1,006.8 million and net income of $502.5 million in 2024, achieved three‑year annualized TSR of 38.8% (outpacing peer median and the S&P 500), and executed $446.6 million of 2024 repurchases within a $1.5 billion authorization (remaining ~$937.8 million), contributing to ~$3.5 billion cumulative repurchases and ~60% share count reduction since inception; the dividend has been increased for 11 consecutive quarters with >20% CAGR since 2021 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Booz & Company (and prior Booz Allen Hamilton) | Partner, Global Energy Practice; practice leader and Dallas office Managing Partner; Board Nominating Committee member | Joined 1993; Partner 2000–2013 | Led energy engagements across downstream/midstream, c‑stores and small‑box retail; human capital leadership work informed Murphy USA’s talent/culture design |
| Arthur Andersen & Co. | Public accounting | Not disclosed | Foundation in financial reporting and controls; CPA (inactive) |
External Roles
| Organization | Role | Years |
|---|---|---|
| Federal Reserve Bank of St. Louis | Director; Chair of Audit Committee | Since Jan 2021 (previously served two terms on Little Rock Branch) |
| Boys & Girls Clubs of America | National Trustee | Since 2020 |
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Base salary rate | $1,310,000 | Effective Feb 1, 2024 |
| Salary actually paid (SCT) | $1,255,614 | 2024 Summary Compensation Table (SCT) |
| Perquisites and other (selected) | $462,583 total; includes $350,463 company DC plan contributions; $68,519 personal use of aircraft; $37,960 matching gifts; $636 term life; other health/welfare | 2024 breakdown |
Performance Compensation
Annual Incentive Plan (AIP): Corporate Scorecard (2024)
| Metric | Weight (%) | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Payout % of Target | Weighted Score (%) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 40 | 1,000.0 | 1,100.0 | 1,200.0 | 1,006.8 | 53.4 | 21.4 |
| Fuel Volume (K‑gal APSM) | 20 | 239.3 | 244.0 | 248.3 | 240.6 | 64.1 | 12.8 |
| Fuel Contribution ($MM) | 10 | 1,395.0 | 1,580.0 | 1,615.0 | 1,469.7 | 70.2 | 7.0 |
| Merchandise Contribution ($MM) | 15 | 850.0 | 870.0 | 890.0 | 833.7 | 0.0 | 0.0 |
| Coverage Ratio (%) | 15 | 95.0 | 96.8 | 98.6 | 96.3 | 86.1 | 12.9 |
| Total | 100 | — | — | — | — | — | 54.1 |
- CEO AIP payout: Target bonus $1,883,420; AIP achieved 54.1%; actual bonus $1,018,931 (no individual adjustments applied) .
Long‑Term Incentives (Program Design)
| Instrument | Weight | Vesting | Performance Conditions | Term |
|---|---|---|---|---|
| Stock options | 25% | 50% on 2nd anniversary; 50% on 3rd | Price appreciation (inherent) | 7 years |
| RSUs | 25% | Cliff vest at 3 years | Time‑based | 3 years |
| PSUs | 50% | Cliff vest after 3 years (upon certification) | 50% ROACE vs target; 50% relative TSR vs peer group; 0–200% payout | 3 years |
- 2024 PSU metrics: Relative TSR payout scaled 0–200% at 25th/50th/75th percentiles (linear interpolation); ROACE vs three‑year average target .
2024 CEO Equity Grants
| Grant Date | PSUs Target (#) | RSUs (#) | Options (#) | Option Exercise Price | Option Expiration | Grant‑date Fair Values (PSUs/RSUs/Options) |
|---|---|---|---|---|---|---|
| 02/14/2024 | 9,500 | 4,750 | 14,300 | $391.54 | 02/14/2031 | $4,565,320 / $1,859,815 / $1,914,913 |
PSU Outcomes (2012‑2024 cycle ending 2024)
| Metric | Weight (%) | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout % | Weighted Score |
|---|---|---|---|---|---|---|---|
| ROACE (%) | 50 | 13.0 | 14.5 | 16.0 | 27.1 | 200.0 | 100.0 |
| Relative TSR (Percentile) | 50 | 25th | 50th | 75th | 94.1 | 200.0 | 100.0 |
| Total | 100 | — | — | — | — | 200.0% | 200.0% |
Pay‑for‑Performance Context
- 2024 “Say‑on‑Pay” support was 97.1% (May 2024), indicating strong shareholder alignment .
- The committee targets median market pay; peer group includes AAP, ANCFT, ARKO, AZO, EAT, CASY, CMG, CBRL, DG, DLTR, FIVE, FL, MNRO, ORLY, PKIUF, SBH, ULTA; performance peer group is identical to compensation peer group .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | Personal with full voting power: 222,393 shares (includes 75,422 via a family limited partnership); equity awards that may settle within 60 days: 129,050; total beneficial ownership: 351,443 shares (1.78% of outstanding) as of record date . |
| Stock ownership guidelines | CEO 5x salary; all NEOs met or are on track within five years as of Dec 31, 2024 . |
| Pledging/Hedging | No pledging by any directors or executive officers as of Dec 31, 2024; hedging prohibited . |
| 2024 equity realizations | Options exercised: 22,300 shares; value realized $8,201,717. Stock vested: 47,043 shares; value realized $18,439,634 . |
| Outstanding awards (selected) | Options: 02/09/22 (12,950 ex./12,950 unex., $181.18, exp. 02/09/29); 02/08/23 (17,300 unex., $263.48, exp. 02/08/30); 02/14/24 (14,300 unex., $391.54, exp. 02/14/31). RSUs unvested: 7,403 (2/9/22), 5,802 (2/8/23), 4,769 (2/14/24). PSUs outstanding (max basis): 29,608 (2/9/22 earned), 23,208 (2/8/23), 19,076 (2/14/24) . |
| Deferred comp (SERP/DC) | Executive contributions $288,792; company contributions $308,863; aggregate balance $13,458,350 (12/31/2024) . |
Note on vesting schedules: Options vest 50% on the 2nd and 50% on the 3rd anniversary; RSUs cliff‑vest at 3 years; PSUs vest after 3‑year performance upon certification .
Employment Terms
| Provision | Summary |
|---|---|
| Employment agreements | Company has no employment/CIC/termination agreements with NEOs other than CEO . |
| CEO Severance Protection Agreement (SPA) | Double‑trigger upon qualifying termination within 24 months post‑CIC: lump sum 3x (base salary + average of last 3 annual bonuses (or pre‑CIC average if higher)); accelerated vesting of equity (performance awards at target); continued life/accident/health benefits for 36 months; no excise tax gross‑up; 280G/4999 cutback if beneficial; 12‑month non‑disclosure, non‑compete and non‑solicit . |
| Equity treatment on CIC (plan) | For awards granted 2023+: modified double‑trigger (accelerates only if not assumed/substituted or upon qualifying termination within 2 years post‑CIC). For pre‑2023 awards: single‑trigger acceleration at target upon CIC unless otherwise specified . |
| Other terminations | Pro‑rata/accelerated vesting mechanics for RSUs/PSUs/options upon death, disability, retirement; limited acceleration for involuntary termination without cause (post‑2023 RSUs pro‑rated; others forfeited) . |
Estimated Payments if Event Occurred 12/31/2024 (CEO)
| Category | Change of Control (No QT) | Qualified Termination with CIC | Death/Disability | Retirement | Termination Without Cause |
|---|---|---|---|---|---|
| Severance | — | $9,912,870 | — | — | — |
| Non‑equity compensation (AIP) | $1,018,931 | $1,018,931 | $1,018,931 | $1,018,931 | $1,018,931 |
| Full‑value awards (RSUs/PSUs) accelerated | $11,142,487 | $27,053,085 | $21,318,891 | $18,926,295 | $2,591,037 |
| Stock options accelerated | $4,151,382 | $9,849,456 | $5,698,074 | $4,122,071 | — |
Board Governance
- Board leadership: Chairman (R. Madison Murphy) is non‑executive and independent; CEO is not Chair; Board believes separation facilitates independent oversight .
- Director status: Clyde is a Class III director (since Aug 2013) and serves on the Executive Committee; all directors other than the CEO are independent under NYSE rules; the Nominating & Governance Committee considered familial relationships in independence determinations .
- Meetings/attendance: Five Board meetings in 2024; all nominees exceeded 75% attendance; independent directors met in executive session at least three times; all directors attended the 2024 Annual Meeting .
- Employee director pay: Employees do not receive director compensation .
Compensation Structure Analysis
- Mix and directionality: CEO 2024 stock awards $6,425,135 vs. $4,928,555 in 2023; option awards $1,914,913 vs. $1,531,569; non‑equity incentive decreased to $1,018,931 from $2,430,808 as the AIP paid at 54.1% due to merchandise contribution below threshold while other metrics were near/below target .
- Governance features: No broad employment agreements; modified double‑trigger CIC equity; no excise tax gross‑ups; robust clawbacks (Dodd‑Frank and supplemental misconduct); ownership/pledging limits; hedging prohibited .
- Shareholder alignment: 97.1% Say‑on‑Pay support (2024); 3‑year annualized TSR 38.8% and consistent capital returns (repurchases/dividends) support alignment narrative .
Risk Indicators & Red Flags
- Pledging/hedging: None pledged; hedging prohibited (alignment positive) .
- Clawbacks: Dodd‑Frank compliant plus supplemental misconduct clawback (governance positive) .
- Related parties: No related‑person transactions in 2024 (governance positive) .
- Equity modifications/repricing: Prohibited (no repricing/cash buyouts of underwater options) .
- Pay ratio: CEO to median employee pay ratio of 585:1 (contextual governance metric) .
Equity Overhang and Potential Selling Pressure
- 2024 option exercises and large PSU/RSU vesting created realized value ($8.2m from option exercises; $18.44m from stock vested), a potential signal for liquidity events near vesting windows; future vesting cycles include 2022/2023/2024 grants following disclosed schedules and grant dates (e.g., options expiring 2029–2031; RSU/PSU tranches tied to 3‑year anniversaries and the 2024–2026 PSU performance cycle) .
- As of Dec 31, 2024, significant unvested awards remain outstanding across options, RSUs, and PSUs, with acceleration terms defined for CIC/qualifying terminations (see Employment Terms) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 97.1% .
- Ongoing engagement: Company engages largest shareholders on governance and compensation design; committee views results as affirmation of current program while continuing to evolve with best practices .
Compensation Peer Group and Targeting
- Peer group: AAP, ANCFT, ARKO, AZO, EAT, CASY, CMG, CBRL, DG, DLTR, FIVE, FL, MNRO, ORLY, PKIUF, SBH, ULTA; used for compensation benchmarking and relative TSR .
- Target positioning: Median of market with discretion for role scope/experience/performance .
Investment Implications
- Pay‑for‑performance alignment is strong: heavy weighting to PSUs with ROACE and relative TSR plus option exposure provides operational and market‑linked incentives; 200% PSU payout for 2022–2024 underscores strong execution but also elevates future vesting supply considerations .
- Retention/turnover risk appears contained: CEO has a legacy double‑trigger SPA (3x severance) and significant unvested equity; broad clawbacks, non‑compete/non‑solicit protections, and ownership guidelines reduce misalignment risk; absence of pledging and related‑party deals supports governance quality .
- Trading signals: Concentrated vesting and substantial realized value from 2024 exercises/vesting can create episodic selling pressure around vest windows; monitor Form 4 filings around February–March grant anniversaries and early‑year PSU certifications for supply dynamics .
- Governance structure mitigates dual‑role concerns: Independent non‑executive Chair with CEO as a director; robust committee independence and high Say‑on‑Pay support lower governance discount risk .