Claiborne Deming
Murphy USAAbout Claiborne P. Deming
Claiborne P. Deming (age 70) is an independent Class I director of Murphy USA Inc. (MUSA) and has served on the board since August 2013. He is Chairman of Murphy Oil Corporation (NYSE: MUR) since 2012 and previously served as Murphy Oil’s President & CEO from October 1994 through December 2008; he is also a licensed attorney with over 40 years in the oil and gas industry and helped establish the initial Walmart relationship underpinning the Murphy USA brand . The board has determined he is independent under NYSE and company standards, noting familial relationships (he and Chairman R. Madison Murphy are first cousins) as part of its review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Murphy Oil Corporation | President & Chief Executive Officer | Oct 1994 – Dec 2008 | Led strategy and operations; industry leadership |
| Murphy Oil Corporation | Chairman of the Board | 2012 – present | Board leadership since 2012 |
| Advisory to U.S. Secretary of Energy | Former Chair of an advisory committee | Not disclosed | Policy advisory experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Murphy Oil Corporation (MUR) | Chairman of the Board | Public | Energy E&P; board chair since 2012 |
- Additional service: advisory roles with private firms on strategic and financial matters in the global energy industry; service on numerous private and state boards (dates/orgs not specified) .
Board Governance
- Current MUSA board roles: Chair, Executive Compensation Committee; Member, Executive Committee .
- Independence: Board determined all directors other than the CEO are independent; independence review explicitly considered that Mr. Deming and Chairman R. Madison Murphy are first cousins .
- Board/committee meetings and attendance (2024): Board met 5 times; all nominees exceeded 75% attendance; independent directors held executive sessions at least three times; all directors attended the 2024 annual meeting . Committee meetings in 2024: Executive Compensation (3), Executive (7), Audit (7), Nominating & Governance (3) .
- Board leadership: Independent, non-executive Chairman (R. Madison Murphy); CEO role separated from Chair, supporting independent oversight .
- Compensation committee composition and practices: Executive Compensation Committee consists entirely of independent directors and retains direct access to independent advisors; Mercer (US) LLC is the independent compensation consultant, assessed as independent with no conflicts; committee oversees clawback policies and conducts annual compensation risk assessment (Feb 2025 concluded no material risk) .
- Shareholder feedback: Say‑on‑Pay support was 97.1% at the May 2024 meeting, signaling strong shareholder support for compensation programs .
- Related‑party transactions: None involving directors or executive officers in 2024; related‑person transactions are overseen by the Nominating & Governance Committee .
Fixed Compensation (Director)
| Component | Structure (2024) | Mr. Deming – 2024 Actual |
|---|---|---|
| Annual cash retainer | $100,000 cash, paid quarterly | $121,141 fees earned/paid in cash (includes retainer and chair fee; directors may elect to receive in RSUs) |
| Committee chair fee | Executive Compensation Committee Chair: +$20,000 | Included in cash above |
| Meeting fees | Not disclosed as separate fees | Not disclosed |
| Other | Gift matching program up to $25,000 per calendar year (company match rules apply) | $25,000 “All Other Compensation” (matching gifts) |
Performance Compensation (Director)
| Component | Structure (2024) | Mr. Deming – 2024 Detail |
|---|---|---|
| Equity grant (RSUs) | Annual time‑based RSU grant, target value $160,000; granted Feb 15, 2024; one‑year cliff vest; dividend equivalents accrue and pay at settlement; directors may elect to defer RSUs to termination of service | Stock awards (grant‑date fair value): $176,653 (includes RSUs and dividend equivalent units; value per ASC 718) |
| Outstanding RSUs | Directors can also hold RSUs issued in lieu of cash retainers | 2,495 RSUs outstanding as of Dec 31, 2024 (includes RSUs awarded in lieu of cash) |
| Options/PSUs | None disclosed for non‑employee directors | None disclosed |
Note: Director equity is time‑based and not tied to performance metrics; no director options are disclosed; RSUs may be deferred; dividend equivalents accrue and pay only on settlement .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship | Risk Consideration |
|---|---|---|---|
| Murphy Oil Corporation (MUR) | Chairman of the Board | Separate public company; historical spin-off parent of MUSA | No related‑party transactions in 2024, but ongoing external chair role noted |
| Family relationship | First cousin to MUSA Chairman R. Madison Murphy | Independence review considered familial relationship | Perception risk; board affirms independence status |
Expertise & Qualifications
- Energy sector leadership: 40+ years in oil & gas; former CEO and current Chair of Murphy Oil .
- Strategic/transactional experience: Led foundational Walmart relationship for Murphy USA brand; advisory work with private firms .
- Legal credential: Licensed attorney .
- Policy exposure: Former chair of an advisory committee to the U.S. Secretary of Energy .
Equity Ownership
| Category | Shares |
|---|---|
| Personal with full voting and investment power | 269,658 |
| Personal as beneficiary of trusts | 394,884 |
| Equity awards which may settle within 60 days | 1,088 |
| Total beneficial ownership | 665,630 (3.36% of outstanding) |
| Shares pledged | None; company policy prohibits pledging before ownership guideline met; as of Dec 31, 2024 none of directors/officers have pledged |
| Ownership guidelines | Directors expected to hold ≥3x annual cash retainer within 5 years; all directors met or are on track as of Dec 31, 2024 |
- Insider reporting note: One Form 4 was filed late by Mr. Deming in 2024 reporting the vesting/settlement of an RSU award (also one late filing by Director Jack T. Taylor) .
Governance Assessment
-
Strengths
- Independent director; chairs the Executive Compensation Committee; committee composed entirely of independent directors, uses an independent consultant (Mercer), and maintains robust clawbacks; 2025 risk review found comp practices not likely to create material adverse risk .
- Significant share ownership (3.36%) enhances alignment; director ownership and pledging/hedging policies are stringent; none pledged; hedging prohibited .
- Board structure features an independent, non‑executive Chairman with separate CEO role; executive sessions held regularly; attendance exceeded 75% for all nominees .
- Strong shareholder support for pay (97.1% Say‑on‑Pay in 2024) signals investor confidence in governance and pay design .
- No related‑party transactions involving directors/officers in 2024 .
-
Risks/Watch items
- Family tie between Mr. Deming and the independent Chairman (first cousins) is a potential perception risk for independence, particularly given Mr. Deming’s role as Compensation Committee Chair and Mr. Murphy’s board leadership; the board explicitly reviewed and maintained independence determinations .
- External chairmanship at Murphy Oil (former parent) could create perceived interlocks; no 2024 related‑party transactions disclosed, but ongoing monitoring warranted .
- Minor compliance note: one late Form 4 filing on RSU vesting .
-
RED FLAGS (to monitor)
- Familial relationship with board chair (perception of influence) .
- External chair role at Murphy Oil (monitor for any related‑party transactions or overlaps) .
Director Compensation Snapshot (2024)
| Metric | Amount |
|---|---|
| Fees earned/paid in cash | $121,141 |
| Stock awards (grant‑date fair value) | $176,653 |
| All other compensation (gift matching) | $25,000 |
| Total | $322,794 |
| RSUs outstanding (incl. RSUs in lieu of cash) | 2,495 units as of 12/31/2024 |
| Annual standard equity grant | $160,000 RSUs on Feb 15, 2024; one‑year cliff vest |
Policies Relevant to Alignment and Risk
- Pledging/ownership: Directors must reach ≥3x cash retainer within five years; pledging is prohibited until guideline met; none pledged as of Dec 31, 2024 .
- Hedging: Prohibited for directors/officers/employees .
- Code of Ethics: Waivers for directors/executives only by board/committee and promptly disclosed; no waivers in 2024 .
- Related‑party oversight: Nominating & Governance Committee reviews related‑person transactions; none in 2024 .
- Clawbacks: Dodd‑Frank mandated clawback adopted Aug 2023; supplemental misconduct clawbacks also apply .
Overall implication: Mr. Deming brings deep sector expertise, significant ownership, and chairs a fully independent compensation committee with strong processes and investor support; key governance watchpoint is the family relationship with the independent board chair and his external chair role at Murphy Oil, though the board has addressed independence and disclosed no related‑party dealings in 2024 .