Donald R. Smith Jr.

About Donald R. Smith Jr.

Murphy USA’s Interim Chief Financial Officer, Chief Accounting Officer, and Treasurer since October 14, 2025; age 53. Smith has served at Murphy USA since its 2013 spin-off from Murphy Oil Corporation, initially as Vice President and Controller (designated Chief Accounting Officer), was named Treasurer in 2024, and appointed Interim CFO on October 14, 2025; previously spent 14+ years at KPMG LLP, departing as a Senior Manager in Audit and Assurance . He is the company’s Principal Financial Officer for Q3 2025 and signed Section 302/906 certifications and SEC filings in that capacity .

Company performance context relevant to his finance leadership:

• Three-year annualized TSR (to 12/31/2024): 38.8%, outpacing peer median and the S&P 500 .
• Adjusted EBITDA ranged from $722.8mm (2020) to $1,006.8mm (2024), while Net Income ranged from $386.1mm (2020) to $672.9mm (2022), supporting strong capital returns framework .

Performance Metrics Snapshot (Company)

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Smith in public filings; the October 17, 2025 Item 5.02 appointment did not include compensatory terms. The filing also confirms no related-party transactions or familial relationships .
• Company-wide design: base salaries reviewed annually with market benchmarking; NEO salary schedules are disclosed but do not include the Chief Accounting Officer/VP .

Performance Compensation

Murphy USA’s executive incentive architecture governs officers, including Section 16 officers:

• Annual Incentive Plan (AIP): metrics, weights, and 2024 results (company-wide) | Metric | Weight (%) | Threshold | Target | Max | Actual | Payout % of Target | Weighted 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% |

• Long-Term Incentives (LTI) mix and vesting | Element | Weight | Vesting | Performance Conditions | Term | Dividends | |--------|--------|---------|------------------------|------|----------| | Stock Options | 25% | 50% at year 2; 50% at year 3 | Inherent—value realized only if stock appreciates | 7 years | N/A | | RSUs | 25% | Cliff vest at year 3 | None | 3 years | DEUs accrue and pay only if RSUs vest | | PSUs | 50% | Cliff vest at year 3 | 50% ROACE (three-year avg vs target); 50% Relative TSR vs peer group (linear from 25th→75th percentile, 50–200% payout) | 3 years | DEUs accrue and pay only if PSUs vest |

• PSU outcomes: 2022–2024 cycle earned at 200% (ROACE actual 27.1% vs 16.0% max; TSR percentile 94.1) .

• Governance and clawbacks:

  • Dodd-Frank mandated clawback policy adopted Aug 2023; Supplemental compensation recoupment and plan-level forfeiture provisions apply to Section 16 officers (including CFO/CAO) .

Note: Smith’s individual award grants, targets, and payouts are not disclosed; figures shown reflect company plan design and results.

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 5x salary; EVPs 3x; SVPs 2x; VPs 1x (RSUs count; options and unearned PSUs excluded). Officers must achieve within 5 years of role assumption .
• Pledging and hedging: Prohibited until guideline met; once met, limited pledging with pre-approval; as of December 31, 2024, no directors or executive officers had pledged; hedging is prohibited for all directors/officers/employees .
• Company share count (context): 19,794,836 common shares outstanding as of March 4, 2025 record date .
• Share repurchases and dividend framework: ~$3.5bn repurchased cumulatively since spin-off; share count reduced nearly 60% over ~11 years; 11 consecutive quarterly dividend increases since 2021 (20% CAGR) . New $2.0bn repurchase authorization to 2030 and dividend increase to $0.63 announced Oct 29, 2025 .

Smith-specific ownership detail (total shares, pledged status, vested/unvested) is not disclosed in the proxy tables; he is not listed among the individually itemized holders; officers in aggregate held 2,003,174 shares (17 persons) as of record date .

Employment Terms

• Appointment and background: Board appointed Smith Interim CFO effective October 14, 2025; no family relationships; no arrangements/understandings tied to appointment; no Item 404(a) related-party transactions .
• Employment agreements: Murphy USA does not maintain employment/CIC/termination agreements with NEOs other than the CEO’s historical SPA; equity awards follow modified double-trigger CIC vesting (post-2023 grants); pre-2023 awards single-trigger at target for performance awards .
• Termination provisions (annual equity awards, outside CIC): Involuntary termination without cause—RSUs granted 2023+ pro-rata vest, all other unvested annual awards forfeited; death/disability—RSUs 2023+ full vest, other RSUs pro-rata; PSUs pro-rata subject to performance; options 2023+ full vest (earlier grants forfeited); retirement—RSUs 2023+ full vest if >1 year from grant; PSUs pro-rata; options 2023+ full vest if >1 year from grant (earlier grants forfeited) .
• Certifications and SEC signatory roles: Smith signed Q3 2025 10‑Q as Interim CFO/CAO/Treasurer and provided SOX 302/906 certifications as Principal Financial Officer ; he also signed multiple 8‑Ks in 2025 .

Performance & Track Record

• Execution highlights during interim CFO period: Q3 2025 results press release, guidance update, and capital allocation actions (new repurchase authorization and dividend) were issued; Smith signed the related 8‑K filings in his officer capacity .
• The October 17, 2025 8‑K noted CFO departure “not the result of any disagreement” on operations or financial matters .

Risk Indicators & Red Flags

• CFO transition risk: Interim CFO role signals leadership change; prior CFO departure explicitly not related to disagreements, reducing governance risk .
• Clawbacks and anti-pledging/hedging policies reduce misalignment risk and potential insider conflicts .
• No related-party transactions involving Smith were disclosed .

Compensation Peer Group and Say‑on‑Pay

• Compensation and PSU performance peer group includes convenience retail and small-box consumer names (e.g., CASY, ULTA, AZO, DG, DLTR, CMG, ORLY, etc.) .
• Say‑on‑Pay support: 97.1% approval in May 2024, indicating investor support for compensation design .

Investment Implications

• Alignment and control: Robust clawbacks, anti-pledging/hedging, and ownership guidelines support pay-for-performance and mitigate downside governance risks; continued capital returns (new repurchase authorization, dividend increase) reinforce shareholder alignment .
• Retention/transition: Interim CFO appointment amid CEO succession suggests a stable transition framework but creates near-term leadership uncertainty until a permanent CFO is named; absence of disclosed compensatory arrangements for Smith implies standard officer terms rather than bespoke retention packages .
• Trading signals: No disclosed Rule 10b5‑1 plan for Smith in Q3 2025; 10b5‑1 plans were adopted by other officers, which can pre-schedule sales; lack of a disclosed plan for Smith reduces immediate insider selling visibility but does not preclude future filings .
• Execution risk: Q3 2025 margin compression and restructuring underscore operational focus; Smith’s Principal Financial Officer role during this period points to continuity in financial reporting and controls .

Data gaps: Smith’s personal compensation (salary, target bonus, grants), beneficial share ownership (direct/indirect), and equity award details are not individually disclosed in the latest proxy/filings; analysis relies on company-wide frameworks and governance policies.