David Goebel

About David L. Goebel

Independent director of Murphy USA since October 19, 2021; age 74 as of the 2025 proxy; service includes Audit and Executive Compensation Committees. Background spans more than 40 years in retail, food service, and hospitality, including Non‑Executive Chairman at Jack in the Box, director at Wingstop, CEO of Applebee’s International (2006–2007), and a partner/faculty member at The ExCo Group. Core credentials include supply chain management, risk management, succession planning, executive development, executive compensation, and strategic planning .

Past Roles

External Roles

Board Governance

• Independence: Appointed as an independent director in 2021 . Non‑employee directors are treated as independent under company guidelines .
• Committee assignments (most recent disclosures):
  • Audit Committee: Member; 7 meetings in 2023 .
  • Executive Compensation Committee: Member; 4 meetings in 2023 .
• Attendance and engagement:
  • Board meetings: Five in 2023; all nominees exceeded 75% board/committee attendance and attended the Annual Meeting; independent directors met in executive session at least three times in 2023 .
  • Board meetings: Five in 2021; all nominees exceeded 75% attendance; independent directors met in executive session at least three times in 2021 .
• Board leadership structure: Separate Chairman (independent) and CEO roles, facilitating independent oversight .
• Class and term: Class II director; term expiring at the 2027 Annual Meeting per 2025 proxy . Initially appointed as Class II with term expiring at the 2024 Annual Meeting .

Fixed Compensation

• Structure (non‑employee directors):
  • 2023: Annual cash retainer $100,000; Chair retainers: Chairman $170,000; Audit Chair $25,000; Exec Comp Chair $20,000; Nominating & Governance Chair $15,000 .
  • 2021: Annual cash retainer $95,000; Chair retainers: Chairman $140,000; Audit Chair $20,000; Exec Comp Chair $15,000; Nominating & Governance Chair $12,000 .
• Goebel’s reported compensation (fees and stock award values per FASB ASC 718):

• Appointment (pro‑rated): Upon election in Oct 2021, Goebel was granted pro‑rated compensation of $33,750 under the non‑employee director program .

Performance Compensation

• Equity vehicle: Time‑based RSUs (with dividend equivalent units). Vesting terms changed from 3‑year cliff (2021) to 1‑year cliff beginning with 2023 grants .
• Deferral: Directors may elect to defer annual cash retainers and RSUs into fully vested RSUs under the 2023 Omnibus Incentive Plan, settled upon termination of Board service; elections must be made in advance (or within 30 days of appointment for new directors) .

Note: No performance‑based metrics (e.g., TSR, revenue, EBITDA) are tied to director equity; awards are time‑based RSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Former public company CEO; board chair; multi‑company director in consumer/retail/QSR sectors .
• Deep experience in food & beverage, supply chain/logistics, risk assessment/management, succession planning, executive development, and executive compensation .

Equity Ownership

• Ownership guidelines: Directors must reach at least 3× annual cash retainer within 5 years; pledging prohibited until guideline met; post‑compliance pledging permitted only with pre‑approval and unpledged guideline shares; as of year‑end 2024, all directors met or were on track .

Insider Trades

Governance Assessment

• Positives:

  • Independent director with relevant operational expertise; serves on Audit and Executive Compensation Committees .
  • Strong attendance culture; executive sessions conducted regularly; five board meetings in 2023; all nominees >75% attendance .
  • Ownership alignment framework (3× retainer within five years), deferral options, and dividend equivalents on RSUs; directors on track for compliance as of 2024 .
  • No related‑party transactions involving directors/executives disclosed for 2023; Code of Conduct requires recusal for conflicts .
  • Shareholder sentiment: 2025 say‑on‑pay approved (17,228,748 For vs 150,810 Against); declassification proposal to elect directors annually passed, signaling governance modernization .

• Watch items:

  • Direct share ownership is small relative to outstanding shares (<1%); reliance on RSUs and deferral is typical for directors but warrants monitoring of guideline compliance over time .
  • Multiple outside board roles can pose time‑commitment risk; current disclosures show no adverse impact on attendance or committee engagement .

Related Notes and Schedules

• Director Compensation Schedules:
  • 2023: Cash retainer $100,000; Chair fees as noted above .
  • 2021: Cash retainer $95,000; prior chair fee levels .
• RSU Design:
  • 2021 awards: $135,000 target; 3‑year cliff vest; dividend equivalent units added post‑dividend adoption .
  • 2023 awards: $160,000 target; 1‑year cliff vest; deferral elections available .

Say‑on‑Pay & Shareholder Feedback

RED FLAGS

• None disclosed regarding related‑party transactions, pledging, hedging, tax gross‑ups, or option repricing; section 16(a) compliance noted, with late filings in 2024 for two other directors (Deming and Taylor), not Goebel .