Jack Taylor
Murphy USAAbout Jack T. Taylor
Jack T. Taylor, age 73, has served as an independent director of Murphy USA since August 2013 and currently chairs the Audit Committee and serves on the Executive Compensation Committee . A certified public accountant and former KPMG LLP partner for 29 years, he was COO – Americas and Executive Vice Chair of U.S. Operations (2005–2010), bringing deep finance, accounting, capital markets, and energy industry expertise; he is designated an Audit Committee Financial Expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | COO – Americas; Executive Vice Chair of U.S. Operations | 2005–2010 | Led execution of global strategy across North/South America; oversight of >40,000 employees and ~$8B revenue |
| KPMG LLP | Partner | 29 years | Extensive involvement in SEC registrations, M&A, corporate recovery and bankruptcies |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Genesis Energy LP (NYSE) | Director | Since 2013 | Audit and Governance; Compensation; Business Development |
| Sempra (NYSE) | Director | Since 2013 | Executive; Audit; Compensation and Talent Development |
Board Governance
| Committee (MUSA) | Taylor Membership | Chair? | Notes |
|---|---|---|---|
| Audit | Yes | Yes | Designated Audit Committee Financial Expert |
| Executive Compensation | Yes | No | Committee entirely independent; uses outside advisors |
| Executive | No | — | — |
| Nominating & Governance | No | — | — |
- 2024 meetings: Board (5); Audit (7); Executive (7); Executive Compensation (3); Nominating & Governance (3) .
- Attendance: All nominees exceeded 75% attendance; all directors attended the 2024 Annual Meeting; non‑employee directors met in executive session at least three times as required .
- Independence: All Audit and Executive Compensation Committee members are independent under NYSE and Company standards .
- Audit oversight: Committee reviewed 2024 audits, ICFR, KPMG independence; recommended inclusion of audited financials; Taylor signed the Audit Committee report as Chair .
Fixed Compensation
Director Program Structure (non‑employee directors)
| Year | Base Cash Retainer ($) | Audit Chair Fee ($) | Equity Grant Target ($) | Vesting Schedule |
|---|---|---|---|---|
| 2021 | 95,000 | 20,000 | 135,000 (Feb 6, 2021) | 3‑year cliff |
| 2022 | 100,000 | 20,000 | 150,000 (Feb 10, 2022) | 3‑year cliff |
| 2023 | 100,000 | 25,000 | 160,000 (Feb 9, 2023) | 1‑year cliff (from 2023) |
| 2024 | 100,000 | 25,000 | 160,000 (Feb 15, 2024) | 1‑year cliff |
Jack T. Taylor – Reported Director Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 115,065 | 120,156 | 125,501 | 126,180 |
| Stock Awards ($) | 135,857 | 138,210 | 163,007 | 176,653 |
| All Other Compensation ($) | 25,000 | 25,000 | 25,000 | 25,000 |
| Total ($) | 275,922 | 283,366 | 313,508 | 327,833 |
Program features:
- Directors may defer cash retainers and/or annual RSUs into deferred RSUs with settlement upon termination of service .
- RSUs carry dividend equivalent units, paid upon share issuance at settlement .
Performance Compensation
- The director equity component consists of time‑based RSUs only; no performance‑conditioned metrics are attached to non‑employee director equity grants .
- Therefore, there are no revenue/EBITDA/TSR targets or payout curves applicable to director compensation .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Considerations |
|---|---|---|
| Genesis Energy LP | Midstream energy MLP | Energy expertise relevant to fuel retail supply chain; no related‑party transactions with MUSA disclosed for 2024 . |
| Sempra | Energy infrastructure/services | Broader energy exposure; no related‑party transactions with MUSA disclosed for 2024 . |
- Related‑party transactions: None involving directors or executives in 2024; conflicts reviewed by Nominating & Governance Committee; no Code waivers in 2024 .
Expertise & Qualifications
- CPA with extensive financial reporting and public accounting experience; designated as an Audit Committee Financial Expert .
- Significant capital markets experience, including SEC registrations, M&A, and restructurings .
- Deep energy sector knowledge through board roles at Genesis Energy LP and Sempra .
- Large‑scale operating leadership (KPMG Americas) with global strategy and governance oversight experience .
Equity Ownership
Beneficial Ownership (as of proxy record date)
| Category | Shares |
|---|---|
| Personal with full voting/investment power | 12,618 |
| Personal as beneficiary of trusts | 9,786 (beneficiary/trustee with spouse) |
| Voting and investment power only | — |
| Equity awards which may settle within 60 days | 1,115 |
| Total | 23,519 (less than 1%) |
Additional ownership and alignment details:
- RSUs outstanding (including RSUs in lieu of quarterly cash retainers) at 12/31/2024: 2,522 units .
- Director ownership guideline: ≥3x annual cash retainer within five years; all directors met or were on track as of 12/31/2024 .
- Pledging: Prohibited until guideline met; as of 12/31/2024, none of the directors or executive officers had pledged shares; hedging is prohibited .
- Section 16 compliance: One late Form 4 by Taylor (and Deming) reporting vesting/settlement of an RSU; otherwise compliant in 2024 .
Governance Assessment
Positives (supports investor confidence)
- Independent director; chairs Audit Committee and serves on Executive Compensation Committee; both committees are fully independent .
- Designated Audit Committee Financial Expert; robust audit oversight evidenced by seven 2024 Audit Committee meetings and comprehensive auditor independence review and reporting .
- Strong attendance culture: Board met five times; all nominees exceeded 75% attendance; executive sessions held at least three times .
- Aligned incentives: Meaningful equity via annual RSUs; director ownership guideline (≥3x cash retainer) met/on‑track; no pledging or hedging .
- No related‑party transactions or Code waivers in 2024 .
Watch items / potential risks
- Multi‑board commitments (Genesis Energy LP and Sempra) increase time demands; continue to monitor workload given Audit Chair responsibilities at MUSA .
- RED FLAG (process): One late Form 4 (RSU vest/settlement) indicates a minor administrative lapse; recommend continued monitoring of Section 16 timeliness .
Compensation structure signals
- Cash retainer has been steady at $100k since 2022; Audit Chair premium increased to $25k by 2023; equity grant target increased from $150k (2022) to $160k (2023/2024) with vesting shortened to one year, improving alignment and liquidity of director equity while maintaining at‑risk exposure .
- Taylor’s reported total compensation rose from $283.4k (2022) to $327.8k (2024), driven primarily by higher stock award values; the mix remains balanced between cash and time‑based equity typical of strong governance programs .