Jeanne Phillips
Murphy USAAbout Jeanne L. Phillips
Independent director of Murphy USA (MUSA) since November 2018; age 71. Career includes 20 years with Hunt Consolidated, Inc. in senior corporate engagement and international roles, and service as U.S. Ambassador/Permanent Representative to the OECD (2001–2003). Current board tenure is continuous since appointment; independence affirmed by the Board under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunt Consolidated, Inc. | Senior VP, Corporate Engagement & International Relations; President, Hunt Global Partnerships | 20-year career (years not individually broken out) | Corporate governance, communications, crisis management, sustainability expertise |
| Organization for Economic Cooperation and Development (OECD) | U.S. Permanent Representative (Ambassador), Paris | 2001–2003 | International policy and governmental affairs |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Hunt Consolidated, Inc. | Senior Consultant | 2023 | Privately held energy/real estate/investment group; advisory position |
Board Governance
- Committee memberships: Audit Committee; Nominating & Governance Committee; not a committee chair .
- Independence: Board determined all directors other than CEO (Mr. Clyde) are independent under NYSE standards; Phillips is independent .
- Attendance and engagement: Board met 5 times in 2024; all directors exceeded 75% attendance across Board/committees and attended the 2024 Annual Meeting; executive sessions of independent directors held alongside at least three regular meetings .
- Committee activity: In 2024, Audit met 7 times; Nominating & Governance met 3 times; Executive Compensation met 3 times .
- Shareholder signals: 2025 Say-on-Pay passed (For 17,228,748; Against 150,810; Abstain 24,192; broker non-votes 1,055,344) . Stockholders approved a proposal to elect directors annually (For 12,789,245; Against 4,584,639; Abstain 29,866; broker non-votes 1,055,344), indicating support for board declassification .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 100,797 | Standard non-employee director retainer is $100,000; chair premiums exist but Phillips is not a chair |
| All Other Compensation | — | No matching gift or other items disclosed for Phillips in 2024 |
| Total Cash | 100,797 | Quarterly payments; directors may defer cash into RSUs under the 2023 Omnibus Incentive Plan |
Notes:
- Standard chair retainers: Chairman $170,000; Audit Chair $25,000; Compensation Chair $20,000; N&G Chair $15,000 .
Performance Compensation
| Equity Element | Grant Date | Grant Value ($) | Vesting | Structure |
|---|---|---|---|---|
| Annual Director RSUs | Feb 15, 2024 | 177,791 (grant-date fair value incl. dividend equivalents) | One-year cliff vest (beginning with 2024 grants) | Time-based RSUs; dividend equivalent units accrue and pay on settlement |
Performance metrics table (directors):
| Metric | Applies to Director Compensation? | Evidence |
|---|---|---|
| TSR, ROACE, EBITDA | No | Director equity is time-based RSUs; no performance conditions disclosed for director grants |
| Meeting attendance-linked pay | No | Director compensation program structured as retainers plus RSUs; no attendance-based pay formula disclosed |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committees | Overlap/Interlock Risk |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company boards disclosed for Phillips in MUSA proxy |
- Related-party/transactions: Company reports no related-person transactions involving Board members or executive officers during 2024; conflicts are reviewed by Nominating & Governance, with ongoing monitoring by management .
Expertise & Qualifications
- Government/public policy, corporate governance, corporate communications, crisis management, sustainability; experience at state, national, and international levels .
- Serves on Audit and Nominating & Governance committees, aligning with oversight of financial integrity, compliance, ESG, and board independence .
Equity Ownership
| Holder | Shares (Personal with full voting/investment power) | Equity awards that may settle ≤60 days | Total Beneficial Ownership | Ownership % of Outstanding |
|---|---|---|---|---|
| Hon. Jeanne L. Phillips | 3,146 | 1,380 | 4,526 | ~0.023% (4,526 / 19,794,836 shares outstanding) |
Additional alignment details:
- RSUs outstanding: 2,177 RSUs (incl. any RSUs issued in lieu of cash retainers) as of 12/31/2024 .
- Director stock ownership guideline: ≥3x annual cash retainer within five years; all directors met or were on track as of 12/31/2024 .
- Pledging/hedging: Pledging prohibited until guideline met; thereafter allowed only with disclosure and pre-approval; as of 12/31/2024 no directors or executive officers had pledged; hedging prohibited .
Governance Assessment
- Board effectiveness: Phillips brings strong governmental affairs and crisis management experience, useful for regulatory oversight and reputational risk; service on Audit and N&G aligns with governance and compliance focus .
- Independence and attendance: Independence affirmed; attendance thresholds exceeded and annual meeting participation supports engagement .
- Compensation alignment: Director pay mix is balanced between cash retainers and time-based RSUs; one-year cliff vesting since 2024 aligns with service continuity without performance distortions; deferral elections available enhance long-term alignment .
- Ownership skin-in-the-game: Beneficial ownership is modest at 4,526 shares (~0.023% of outstanding), but compliance with guidelines and unpledged status mitigate alignment concerns .
- Conflicts/red flags: No related-person transactions; robust recusal and ethics policies; no pledging/hedging; independent compensation consultant (Mercer) found free of conflicts; no governance waivers granted in 2024 .
- Shareholder signals: Robust Say-on-Pay support and approval of annual director election proposal indicate investor confidence and preference for heightened board accountability; declassification momentum is a governance tailwind to monitor .
Committee Composition Snapshot (context)
- Audit: All independent; financial experts designated (Taylor, Murphy); 7 meetings in 2024 .
- Nominating & Governance: All independent; oversees ESG, independence, conflicts; 3 meetings in 2024 .
- Executive Compensation: All independent; uses Mercer; 3 meetings in 2024 .
Policies reinforcing investor confidence
- Clawbacks: Dodd-Frank mandated clawback adopted in Aug 2023; supplemental misconduct recoupment policies also in place .
- Code of Ethics: No waivers in 2024; directors must recuse from decisions affecting personal/business interests .