James Keyes
Murphy USAAbout James W. Keyes
Independent director of Murphy USA Inc. (MUSA) since August 2013; age 69. Former CEO of two Fortune 500 companies (7‑Eleven, Inc. and Blockbuster Inc.), with deep convenience retail experience and transformation leadership credentials. Currently serves on MUSA’s Executive Committee and Executive Compensation Committee. The Board classifies all non-CEO directors (including Keyes) as independent under NYSE rules and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 7‑Eleven, Inc. | Chief Executive Officer | 2000–2005 | Led introduction of fresh foods; built national commissary and daily fresh delivery network; grew fresh food sales to >20% of mix . |
| Blockbuster Inc. | Chairman & Chief Executive Officer | 2007–2011 | Led the former NYSE-listed movie/game rental company during industry disruption . |
| Fresh & Easy, LLC | Chief Executive Officer | Nov 2012–Oct 2015 | Company filed for Chapter 11 reorganization in Oct 2015 (during Keyes’ tenure) . |
External Roles
| Organization | Role | Status/Dates | Notes |
|---|---|---|---|
| Andretti Acquisition Corp. II (NASDAQ) | Director | Since Sep 2024 | SPAC directorship . |
| Andretti Acquisition Corp. (NYSE) | Director | Jan 2022–Mar 2024 | Departed upon business combination with Zapata Computing, Inc. (closed Mar 2024) . |
| LightJump Acquisition Corporation (NASDAQ) | Director | Jan 2021–Dec 2022 | Departed upon acquisition by Moolec Science, Ltd. (Dec 2022) . |
Board Governance
- Independence and roles: Keyes is an independent, non-employee director; member of the Executive Committee and the Executive Compensation Committee (not a chair). The Executive Compensation Committee consists entirely of independent directors .
- Committee cadence (2024): Board met 5 times; Audit 7; Executive 7; Executive Compensation 3; Nominating & Governance 3 .
- Attendance: Company reports that nominees exceeded 75% attendance and all directors attended the 2024 Annual Meeting. No Keyes-specific attendance shortfall disclosed .
- Executive sessions: Independent directors met in executive session at least three times in 2024, presided over by the independent Chair .
- Compensation governance signals: 2024 Say‑on‑Pay support at 97.1% indicates broad shareholder support for pay programs overseen by the committee on which Keyes serves. Company maintains Dodd‑Frank clawback and supplemental misconduct clawback policies, prohibits hedging, and restricts pledging until ownership guidelines are met .
Fixed Compensation (Director)
| Component | 2024 Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | |
| Chair retainers | Chair of Board $170,000; Audit $25,000; Exec Comp $20,000; N&G $15,000 | |
| Meeting fees | Not disclosed (program uses retainers) | |
| Keyes – Fees earned/paid in cash (2024) | $100,224 | |
| Keyes – All other compensation (2024) | $0 | |
| Keyes – Total (2024) | $276,877 |
Notes: Directors may elect to defer cash retainers into RSUs; company reimburses reasonable travel/related expenses .
Performance Compensation (Director)
| Equity Element | 2024 Details | Vesting | Value/Notes |
|---|---|---|---|
| Annual RSU grant (time-based) | Target grant value $160,000 (granted Feb 15, 2024) | Cliff vest after 1 year; dividend equivalents accrue and pay at settlement | Program terms |
| Keyes – Stock awards (2024) | $176,653 (aggregate grant-date fair value incl. dividend equivalents and any elected RSUs in lieu of cash) | As per award agreements | Reported in 2024 Director Compensation Table |
| Deferral | Cash retainers and RSUs may be deferred to termination of service | Settlement in shares incl. accrued DEUs |
Note: MUSA does not grant performance-based equity to directors; director equity is time-based RSUs to align with shareholders without incentivizing operational risk .
Other Directorships & Interlocks
- Current public company boards: Andretti Acquisition Corp. II (SPAC) – Director since Sep 2024 .
- Prior public company boards: Andretti Acquisition Corp. (exited at de‑SPAC Mar 2024); LightJump Acquisition Corporation (exited at de‑SPAC Dec 2022) .
- Interlocks/conflicts: No related‑party transactions involving directors or executives in 2024; Nominating & Governance Committee reviews related‑party matters .
Expertise & Qualifications
- Executive leadership: Former CEO of 7‑Eleven (convenience retail) and Blockbuster (media retail) .
- Convenience/retail operations: Drove fresh food strategy at 7‑Eleven, building nationwide cold-chain logistics; deep category management and small-box retail experience .
- Board/transaction experience: Multiple SPAC directorships across 2021–2024; broad private company board experience .
Equity Ownership
| Holder | Shares – Personal (Full Power) | Other Categories | Total Shares | Ownership % | Source |
|---|---|---|---|---|---|
| James W. Keyes | 17,356 | — | 17,356 | <1% | |
| RSUs outstanding (director program) | 1,852 RSUs outstanding at 12/31/2024 for each other non‑employee director (incl. Keyes) | Includes RSUs awarded in lieu of cash where elected | — | — | |
| Director stock ownership guideline | ≥3x annual cash retainer within 5 years; all directors met or are on track as of 12/31/2024 | Pledging prohibited until guideline met | — | — | |
| Pledging/Hedging | No pledging by directors/officers as of 12/31/2024; hedging prohibited | — | — | — |
Section 16 compliance: Company reports compliance in 2024; one late Form 4 each for Deming and Taylor (no issue cited for Keyes) .
Governance Assessment
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Strengths
- Independent director since 2013 with deep domain expertise in convenience retail and small-box transformation; serves on Executive and Executive Compensation Committees, which are independent-only bodies .
- Strong shareholder alignment framework: mandatory stock ownership, anti-hedging, restricted pledging, and active clawback policies; no director-related related‑party transactions disclosed in 2024 .
- Positive external signal: 97.1% 2024 Say‑on‑Pay support reflects investor confidence in compensation oversight, relevant given Keyes’ role on the compensation committee .
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Potential concerns and monitoring points
- Time commitments: Board/committee duties plus ongoing SPAC directorship (Andretti Acquisition Corp. II since Sep 2024); ensure adequate capacity during active deal cycles .
- Track record note: CEO of Fresh & Easy through bankruptcy (Oct 2015) and former CEO of Blockbuster during secular decline—contextual experience but may attract scrutiny regarding prior outcomes; no current issues disclosed at MUSA .
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Process and cadence
- Committee activity levels in 2024: Executive Compensation (3 meetings) and Board (5 meetings). No attendance shortfalls disclosed for Keyes; all directors attended the 2024 Annual Meeting .
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RED FLAGS
- None disclosed for Keyes on related‑party transactions, pledging, hedging, or Section 16 compliance in 2024 .
- Historical bankruptcy association (Fresh & Easy) noted for situational awareness .
Overall: Governance structures (independence, policies, ownership alignment, and strong Say‑on‑Pay) support investor confidence. Keyes brings highly relevant convenience retail expertise; monitor time commitments tied to SPAC activity and consider historical turnaround outcomes in assessing board effectiveness trajectory .