Diane Landen
Murphy USAAbout Diane N. Landen
Independent director (age 64) at Murphy USA Inc. since August 2013; Chair of the Nominating & Governance Committee, member of the Audit Committee through February 13, 2025, then appointed to the Executive Compensation Committee on that date . Background includes >30 years in communications and broadcast property ownership and management, asset management, and private-company board roles in natural resources; core credentials in media/communications and asset management . All directors except the CEO are independent under NYSE rules; Ms. Landen is treated as independent, and Nominating & Governance consists entirely of independent directors . Board met five times in 2024; all directors exceeded 75% attendance and attended the annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Munoco Company L.C. | Partner | 2012–2023 | Private oil and gas E&P; ownership perspective |
| Loutre Land & Timber Company | Secretary and Director | 1998–2021 | Served on Executive and Nominating Committees; natural resources governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vantage Communications, Inc. | Owner & President | Since 1990 | Investment management, communications, broadcast property ownership |
| Noalmark Broadcasting Corporation | Chairman & EVP | Since 2012 | Private radio and media company |
| Various private investment/real estate companies | Managing member/owner | Not specified | Asset management experience |
Board Governance
- Committee assignments: Nominating & Governance Committee (Chair); Audit Committee member through Feb 13, 2025; appointed to Executive Compensation Committee on Feb 13, 2025 .
- Committee activity (2024): Audit (7 meetings), Executive (7), Executive Compensation (3), Nominating & Governance (3) .
- ESG oversight: Nominating & Governance reviews ESG strategy, climate-related matters, and ESG reporting; ESG is implemented via an internal Steering Committee and working group .
- Independence and leadership: Board determined independence for all directors except CEO; independent non-executive Chairman leads executive sessions at least three times per year .
- Attendance: All directors exceeded 75% attendance and attended the 2024 annual meeting .
- Pledging/Hedging: Directors must meet ownership guidelines before any pledging; as of Dec 31, 2024 none have pledged; hedging is prohibited .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Paid quarterly |
| Nominating & Governance Chair retainer | $15,000 | Paid quarterly |
| Audit Chair retainer | $25,000 | For context; Ms. Landen not chair |
| Executive Compensation Chair retainer | $20,000 | For context |
| Chairman of the Board retainer | $170,000 | For context |
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Diane N. Landen | 115,224 | 176,653 | 25,000 | 316,877 |
Notes:
- Cash program reimburses travel/lodging; directors may elect to defer cash retainers into RSUs under the 2023 Omnibus Incentive Plan .
- “All Other Compensation” reflects matching gifts (eligible up to $25,000 with specified match ratios) .
Performance Compensation
| Element | Design | Vesting | Grant Value/Timing |
|---|---|---|---|
| Director RSUs | Time-based; dividend-equivalent units accrue and pay on settlement | Cliff vest after one year (beginning with 2024 awards) | $160,000 target value granted Feb 15, 2024 to each non-employee director |
| Deferral elections | Directors may defer RSUs; settle upon termination of board service | Settlement upon termination of service | Available for cash and RSU elements |
Compensation oversight metrics (relevant to Executive Compensation Committee where Ms. Landen became a member on Feb 13, 2025):
- Annual Incentive Plan metrics and weights (2024): Adjusted EBITDA (40%), Fuel Volume (20%), Fuel Contribution (10%), Merchandise Contribution (15%), Coverage Ratio (15%); weighted score 54.1% based on actuals (e.g., Adjusted EBITDA $1,006.8MM vs $1,100.0 target; Merchandise Contribution below threshold) .
| Metric | Weight (%) | Threshold | Target | Maximum | Actual | Payout % of Target | Weighted Performance Score (%) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($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 |
- PSU program (50% ROACE, 50% relative TSR vs peer group; 3-year cliff vest; payouts 50–200% of target) . For the 2022–2024 cycle, PSUs earned at 200%: ROACE 27.1% and relative TSR 94.1st percentile .
| Metric | Weight (%) | Threshold | Target | Maximum | Actual | Payout % of Target | Weighted Performance 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% |
Other Directorships & Interlocks
- Public company boards: None disclosed for Ms. Landen in the proxy; roles described are private-company positions .
- Interlocks/overlaps: Nominating & Governance reviews ordinary course transactions with firms associated with directors; no related-person transactions in 2024 .
Expertise & Qualifications
- Asset management; media/communications; natural resources; ownership of broadcast properties; private-company governance experience .
- Governance expertise: Chairs Nominating & Governance, which oversees ESG strategy and Board independence/conflict processes .
Equity Ownership
| Holder | Shares with Full Voting/Investment Power | Beneficiary of Trusts | Voting & Investment Power Only | Equity Awards Settling Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|---|
| Diane N. Landen | 68,535 | 76,837 | 8,991 (held by trusts where she is trustee) | — | 154,363 | <1% |
Additional alignment and risk controls:
- Director stock ownership guidelines: ≥3x annual cash retainer within five years; all directors met or were on track as of Dec 31, 2024 .
- Pledging policy: No pledging permitted until guideline met; as of Dec 31, 2024 none of the directors or executive officers have pledged .
- RSUs outstanding (directors): Aggregate RSUs outstanding as of Dec 31, 2024 include 1,852 for “each other non-employee director” (applies to Ms. Landen) .
Governance Assessment
- Independence and engagement: Independent director; chairs a key committee overseeing ESG and governance; exceeded attendance thresholds and attended the annual meeting, supporting board effectiveness and investor confidence .
- Committee repositioning: Shift from Audit to Executive Compensation on Feb 13, 2025 positions Ms. Landen to influence pay-for-performance alignment; Executive Compensation is fully independent and uses an external consultant, Mercer, with no conflicts identified .
- Compensation structure: Director pay mixes cash retainers with annual RSUs that vest after one year; no meeting fees disclosed; deferral available; equity-based design supports alignment .
- Ownership alignment: Meaningful personal and trust holdings; compliance with ownership guidelines; no pledging; hedging prohibited .
- Conflicts/related-party exposure: Company reported no related-person transactions in 2024; Nominating & Governance reviews ordinary-course transactions with firms linked to directors; governance guidelines require recusals for conflicts .
- Say-on-Pay signal: 97.1% approval in May 2024 indicates strong investor support for compensation design; relevant as Ms. Landen joined Executive Compensation in 2025 .
RED FLAGS
- None disclosed specific to Ms. Landen: no related-party transactions, no pledging, attendance above threshold, independence affirmed .