David Haley
Murphy USAAbout David Haley
David C. Haley is an independent director of Murphy USA, appointed May 1, 2025. He is President Emeritus of HBK Capital Management and previously led HBK’s High Yield and Distressed Investing team across the U.S. and Europe. A licensed attorney, he has guided corporate clients through governance, financings, offerings, M&A, and restructurings; he holds a BA from Harvard and a JD from SMU School of Law, where he was Editor-in-Chief of the Southwestern Law Journal . He serves on multiple boards and trusteeships and formerly chaired the Managed Funds Association, bringing capital markets and governance expertise to MUSA’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HBK Capital Management | President Emeritus | Not disclosed | Led firm historically; strategic leadership in capital management |
| HBK Capital Management | Head, High Yield & Distressed (US/EU) | Not disclosed | Built distressed/high-yield investing capabilities across geographies |
| Legal practice (corporate) | Attorney | Not disclosed | Advised on formation, governance, PE financings, IPOs, M&A, restructurings |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Managed Funds Association | Chair, Board of Directors (prior) | Not disclosed | Represented global hedge fund industry to governmental and regulatory bodies |
| Southern Methodist University | Trustee | Not disclosed | Board and affiliated committees service |
| Southwestern Medical Foundation | Trustee | Not disclosed | Board and affiliated committees service |
| GIVEN Institute | Trustee | Not disclosed | Board and affiliated committees service |
| Cistercian Preparatory School | Trustee | Not disclosed | Board and affiliated committees service |
| Fellowship of Catholic University Students (FOCUS) | Trustee | Not disclosed | Board and affiliated committees service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director |
| Board Class/Term | Class II; term expires at 2027 annual meeting |
| Committees | Audit Committee (member); Nominating & Governance Committee (member) |
| Chair roles | None disclosed for Haley |
| Committee independence | Audit and Nominating & Governance Committees comprised entirely of independent directors |
| Committee meeting cadence (2024) | Audit: 7; Executive: 7; Executive Compensation: 3; Nominating & Governance: 3 |
| Board leadership | Separate independent Chair (R. Madison Murphy) and CEO roles |
| Board attendance (2024) | All directors exceeded 75% meeting attendance; all attended Annual Meeting (Haley not yet on board) |
Fixed Compensation
| Component | Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Paid quarterly | Haley eligible; pro-rated upon 2025 appointment |
| Chair adders | Chairman: $170,000; Audit Chair: $25,000; Comp Chair: $20,000; Nominating & Governance Chair: $15,000 | Paid quarterly | Haley currently not a chair |
| Reimbursement & Matching Gifts | Travel/lodging reimbursement; matching gifts up to $25,000 with program multipliers | Ongoing | Available to non-employee directors |
Performance Compensation
| Component | Target Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual RSUs (non-employee directors) | $160,000 target grant | Cliff vest after 1 year; dividend equivalents accrue and settle at RSU vest | N/A – director equity grants are time-based (no performance metrics) |
Performance metrics table (directors): Not applicable. Murphy USA does not tie non-employee director equity to financial/ESG performance metrics; awards are time-based RSUs with one-year vesting .
Other Directorships & Interlocks
- No current public-company directorships disclosed; external roles are primarily university, medical foundation, education, and industry association boards .
- Potential interlocks: Managed Funds Association chair role is an industry association, not a MUSA supplier/customer; no related-party transactions disclosed by MUSA in 2024 .
Expertise & Qualifications
- Capital markets/investing: Led high-yield and distressed strategies at HBK; brings credit cycle, risk, and restructuring experience .
- Legal/governance: Licensed attorney with deep experience in corporate formation, governance, financings, and M&A .
- Board/trustee experience: Multiple nonprofit and academic boards; prior MFA chairmanship provides policy and regulatory fluency .
Equity Ownership
| Policy | Requirement | Status/Notes |
|---|---|---|
| Director stock ownership guideline | ≥3x annual cash retainer within 5 years of service | Applies to Haley from appointment date; new directors expected to comply within 5 years |
| Pledging policy | Prohibited until guideline met; thereafter allowed only with pre-approval and unpledged guideline shares; no current pledging by directors/officers as of 12/31/2024 | |
| Hedging policy | Hedging prohibited for directors, officers, and employees |
Governance Assessment
- Strengths for board effectiveness: Independent appointment; placement on Audit and Nominating & Governance aligns with finance/legal skillset; both committees are fully independent and central to risk oversight and board composition . Separate Chair/CEO structure enhances independent oversight .
- Alignment and investor confidence: Directors must meet ownership guidelines; pledging restricted; robust clawback policies adopted in 2023 including Dodd-Frank-compliant recovery and supplemental misconduct recoupment . Say-on-pay support remains strong (97.1% in 2024; 2025 advisory vote passed) .
- Conflicts/related-party exposure: Company reported no related-person transactions involving directors in 2024; Nominating & Governance oversees conflicts and related party reviews . No Haley-specific conflicts disclosed in his appointment 8-K .
- Shareholder signals: 2025 Annual Meeting outcomes show broad support for board slate and auditor ratification; shareholders approved a proposal to elect each director annually, indicating desire for annual accountability in board elections .
Appendix: Shareholder Vote Outcomes (2025, for governance context)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Class III director elections (Murphy, Clyde, Miller, Turner) | 16,119,158; 17,204,648; 16,956,710; 17,016,583 | 1,274,671; 189,013; 437,552; 374,741 | 9,921; 10,089; 9,488; 12,426 | 1,055,344 each |
| Advisory say-on-pay | 17,228,748 | 150,810 | 24,192 | 1,055,344 |
| Stockholder proposal – elect each director annually | 12,789,245 | 4,584,639 | 29,866 | 1,055,344 |
Notes on Murphy USA Director Compensation Program (for Haley’s eligibility)
- Cash: $100,000 annual retainer; chair premiums as noted above; paid quarterly .
- Equity: $160,000 annual RSU, cliff vest one year; dividend equivalents accrue to settlement; directors may elect to defer cash into RSUs and defer RSU settlement until termination of service .
- Matching gifts: Eligible for company matching gifts program; incremental costs reported in “All Other Compensation” for directors .
RED FLAGS: None disclosed specific to Haley. Company-wide indicators mitigated by: no 2024 related-party transactions , no pledging by directors/officers as of 12/31/2024 , robust clawbacks , independent committee membership .