David Miller
Murphy USAAbout David B. Miller
Independent director (age 75), serving since January 2016. Miller is Co‑Founder and Partner at EnCap Investments L.P., with prior executive roles as President of PMC Reserve Acquisition Company and Co‑CEO/Co‑Founder of MAZE Exploration. He chairs the Southern Methodist University Board of Trustees and is a member of the National Petroleum Council, bringing deep finance, banking, valuation, and energy-sector expertise to MUSA’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MAZE Exploration Inc. | Co‑Chief Executive Officer & Co‑Founder | 1981–1988 | Built and led a Denver-based oil & gas operator |
| PMC Reserve Acquisition Company | President | 1988–1996 | Led a JV (EnCap and Pitts Energy Group) focused on reserve acquisitions |
External Roles
| Organization | Role | Tenure/Status | Notes/Interlocks |
|---|---|---|---|
| EnCap Investments L.P. | Co‑Founder & Partner | Since 1988 | Private equity sponsor to independent energy companies; active institutional ESG engagement |
| Southern Methodist University | Chair, Board of Trustees | Member since 2008 | Higher-ed governance leadership |
| National Petroleum Council | Member | Current | Advisory to the U.S. Secretary of Energy |
| Various public energy companies | Director (four boards) | Not disclosed | Prior service on four publicly traded energy company boards |
Board Governance
- Committee assignments: Executive Compensation Committee (member); Nominating & Governance Committee (member). Not a chair of any committee .
- 2024 committee workloads: Audit (7), Executive (7), Executive Compensation (3), Nominating & Governance (3) meetings; Miller served on Exec Comp and N&G .
- Independence: The Board determined all directors, except the CEO, are independent under NYSE rules; both the Executive Compensation and Nominating & Governance Committees consist entirely of independent directors .
- Attendance and engagement: Board met 5 times in 2024; all nominees exceeded 75% attendance on Board and committee meetings; all directors attended the 2024 Annual Meeting; independent directors held at least three executive sessions without management .
- Board leadership: Independent Chairman (R. Madison Murphy) separate from the CEO, supporting independent oversight .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer (policy) | $100,000 | Paid quarterly; meeting fees not disclosed; additional chair retainers apply only to chairs (not Miller) |
| Fees earned or paid in cash (Miller) | $100,989 | Includes any deferral elections into RSUs if elected |
| Stock awards (grant-date fair value) (Miller) | $176,653 | Annual time-based RSUs; dividend equivalent units accrue |
| Total (Miller) | $277,642 | No “All Other Compensation” for Miller in 2024 |
Performance Compensation
| Director Equity Program (FY 2024) | Details |
|---|---|
| Grant type | Annual time-based RSUs; cliff vest after one year |
| Grant date (FY24 cycle) | February 15, 2024 |
| Target grant value | $160,000 per non-employee director |
| Dividend equivalents | Yes; paid upon RSU settlement |
| Deferral elections | Directors may defer cash retainers and/or RSUs into DSUs/RSUs with settlement at end of Board service |
| Miller RSUs outstanding (incl. RSUs in lieu of retainers) at 12/31/2024 | 2,388 units |
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| EnCap Investments L.P. | Co‑Founder & Partner | Energy PE sponsor. No MUSA related‑party transactions disclosed for 2024; N&G reviews transactions with firms associated with directors |
| Four public energy companies (prior) | Director | Prior sector board experience; specific companies not disclosed |
| Southern Methodist University | Board Chair | Non-profit governance (no direct commercial interlock) |
| National Petroleum Council | Member | Policy advisory role; no related‑party transactions disclosed |
Expertise & Qualifications
- Banking/finance, valuation, capital structure, asset management (career start in banking; EnCap leadership) .
- Energy industry knowledge; board and private-company governance across E&P .
- ESG/investor engagement with large institutions (pension/endowment funds) .
- Public company board experience across energy sector .
Equity Ownership
| Measure | Shares/Units | % of Outstanding |
|---|---|---|
| Personal with full voting & investment power | 46,061 | <1% |
| Equity awards which may settle within 60 days | 536 | <1% |
| Total beneficial ownership | 46,597 | <1% |
- Director ownership guidelines: ≥3x annual cash retainer within five years; as of 12/31/2024, all directors had met or were on track; pledging prohibited until target achieved; none of the directors or executives had pledged shares as of 12/31/2024; hedging transactions are prohibited .
Insider Trades
| Period | Form 4 activity for David B. Miller | Notes |
|---|---|---|
| FY 2024 | Not disclosed in proxy | Section 16(a) compliance note cites late filings for Deming and Taylor; no late filings referenced for Miller |
| FY 2025 (to record date) | Not disclosed in proxy | Proxy scope is 2024 activity; Form 4s not summarized in proxy |
Governance Assessment
- Board effectiveness: Miller’s dual role on Executive Compensation and Nominating & Governance puts him at the center of pay design, clawbacks, stock ownership oversight, director nominations, independence reviews, and ESG oversight—key areas for investor confidence . Say‑on‑Pay support was 97.1% in May 2024, indicating strong shareholder endorsement of compensation practices overseen in part by committees on which he serves .
- Independence and attendance: Board determined independence for all non‑CEO directors; Miller met attendance expectations, and independent directors held executive sessions at least three times, indicating robust oversight culture .
- Alignment: Director pay mix balances cash ($100,989) and equity ($176,653) with annual RSUs, dividend equivalents, and ownership guidelines promoting skin‑in‑the‑game; Miller held 46,597 total shares/units (<1%), with 2,388 RSUs outstanding as of year‑end 2024 .
- Conflicts/related party: N&G oversees related‑party reviews; Company reported no related‑person transactions with directors or executives in 2024. Pledging and hedging are restricted, reducing alignment risk .
- Compensation committee oversight: The Executive Compensation Committee (Chair Deming; members Goebel, Keyes, Miller, Murphy, Taylor) reported reviewing CD&A and recommended inclusion, underscoring process rigor and independent advisor use (Mercer) .
RED FLAGS: None identified in 2024—no related‑party transactions, no pledging, strong attendance, and high Say‑on‑Pay support. Potential monitoring area: Miller’s leadership at EnCap (energy PE) warrants ongoing review for any transactions with EnCap portfolio companies; N&G’s related‑party review framework is in place (no issues reported for 2024) .