Mindy West
Murphy USAAbout Mindy West
Mindy K. West is a 55-year-old executive (as of Jan 1, 2025) with dual degrees in Finance (University of Arkansas) and Accounting (Southern Arkansas University), and is a CPA (inactive) and Certified Treasury Professional . She joined Murphy Oil in 1996, became EVP, CFO & Treasurer at Murphy USA in 2013, added the Fuels leadership role in 2017, was appointed COO in March 2024, and was named President on Oct 23, 2025; she will succeed Andrew Clyde as President & CEO and join the Board effective Jan 1, 2026 . Company performance under her senior leadership includes 2024 Adjusted EBITDA of $1,006.8 million and 3-year annualized TSR of 38.8% through Dec 31, 2024, outpacing the peer median .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Murphy Oil Corporation | Accounting, Employee Benefits, Planning, IR | 1996–2013 | Built broad finance and corporate experience prior to spin-off . |
| Murphy USA Inc. | EVP, CFO & Treasurer | 2013–2017 | Led finance through spin-off and initial public company phase . |
| Murphy USA Inc. | EVP, Fuels; CFO & Treasurer | 2017–Mar 2024 | Added fuels leadership to CFO portfolio, expanding commercial oversight . |
| Murphy USA Inc. | EVP & Chief Operating Officer | Mar 2024–Oct 2025 | Elevated via succession planning; expanded operating control . |
| Murphy USA Inc. | President (also COO) | Oct 23, 2025–Dec 31, 2025 | Leadership consolidation ahead of CEO transition . |
| Murphy USA Inc. | President & CEO; Director | Effective Jan 1, 2026 | CEO succession; board seat adds governance role . |
External Roles
- None disclosed in company filings specific to West (skip if not disclosed).
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (rate) | $725,000 | $750,000 | $800,000 (annualized rate post-promotion; actual salary received below) |
| Salary Received | $722,917 | $747,917 | $760,385 |
| Target Bonus % of Salary | 85% | 85% | 100% (increased with COO role) |
| AIP Payout (% of Target) | See AIP table below | See prior proxy | 54.1% corporate score |
| Actual Bonus Paid (AIP) | $960,431 | $816,277 | $401,225 |
| President Salary Update | — | — | Increased to $900,000 effective immediately with President title (Oct 23, 2025) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Corporate Metrics and Results
| Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Payout % of Target | Weighted Score |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($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% |
- AIP design targets median market pay and caps payouts at 200% of target; Committee used no discretionary individual adjustments for NEOs in 2024 .
Long-Term Incentive (LTI) Structure and Vesting
| Component | Weighting | Vesting | Term | Performance Conditions |
|---|---|---|---|---|
| Stock Options | 25% | 50% at year 2; 50% at year 3 | 7 years | Inherent stock price performance (in-the-money only if stock rises) |
| Time-based RSUs | 25% | Cliff at year 3 | 3 years | Share price-linked; dividend equivalents accrue, pay only on vest |
| Performance Stock Units (PSUs) | 50% | Cliff after 3 years upon certification | 3 years | 50% TSR vs peer group; 50% 3-year average ROACE; payouts 0–200% |
- 2022–2024 PSU cycle paid at 200% of target, driven by 94.1st percentile relative TSR and 27.1% ROACE vs target bands .
- Effective with grants in 2023, equity awards are on modified double-trigger: accelerate only if not assumed/substituted or upon qualifying termination within 2 years post-CIC; pre-2023 plan accelerates on single-trigger at target for performance awards .
Equity Ownership & Alignment
Beneficial Ownership (record date: March 4, 2025)
| Holder | Personal (full voting) | Equity awards settling ≤60 days | Total | % of shares outstanding |
|---|---|---|---|---|
| Mindy K. West | 118,266 | 37,900 | 156,166 | ~0.79% (156,166 / 19,794,836) |
- 401(k) qualified shares included in “personal” for West: 877 .
- Stock ownership guidelines: EVPs must hold 3x salary; CEOs 5x; all NEOs on track as of Dec 31, 2024 .
- Pledging prohibited until guideline compliance; none of directors or executive officers had pledged shares as of Dec 31, 2024; hedging is prohibited .
- Section 16 reporting: Company believes all reporting persons complied in 2024; one late Form 4 for Deming and Taylor (RSU vestings) .
Outstanding Equity Awards (as of Dec 31, 2024) – Mindy K. West
| Type | Grant Date | Qty (exercisable) | Qty (unexercisable) | Exercise Price | Expiration | RSUs Unvested (#) | RSUs MV ($ at $501.75) | PSUs Outstanding (max) (#) | PSUs MV ($ at $501.75) |
|---|---|---|---|---|---|---|---|---|---|
| Options | 02/06/19 | 12,100 | — | $76.15 | 02/06/26 | — | — | — | — |
| Options | 02/05/20 | 9,200 | — | $106.72 | 02/05/27 | — | — | — | — |
| Options | 02/10/21 | 9,100 | — | $126.00 | 02/10/28 | — | — | — | — |
| Options | 02/09/22 | 2,800 | 2,800 | $181.18 | 02/09/29 | — | — | — | — |
| Options | 02/08/23 | — | 3,800 | $263.48 | 02/08/30 | — | — | — | — |
| Options | 02/15/24 | — | 4,200 | $392.66 | 02/15/31 | — | — | — | — |
| RSUs | 02/09/22 | — | — | — | — | 1,572 | $788,751 | — | — |
| RSUs | 02/08/23 | — | — | — | — | 1,262 | $633,209 | — | — |
| RSUs | 02/15/24 | — | — | — | — | 1,406 | $705,461 | — | — |
| PSUs (earned) | 02/09/22 | — | — | — | — | — | — | 6,286 (earned 200%) | $3,154,001 |
| PSUs (target cycle) | 02/08/23 | — | — | — | — | — | — | 5,048 (max 200%) | $2,532,834 |
| PSUs (target cycle) | 02/15/24 | — | — | — | — | — | — | 5,624 (max 200%) | $2,821,842 |
- 2024 vesting activity: West had 11,696 shares vest (RSUs/PSUs) realizing $4,584,530; no option exercises in 2024 .
Employment Terms
- No employment/CIC agreements disclosed for West; Murphy USA maintains no such agreements for NEOs other than the CEO SPA inherited from Murphy Oil .
- Equity award treatment on termination (outside CIC): for involuntary termination without cause, RSUs granted in 2023+ accelerate pro-rata; other unvested awards forfeited. For death/disability: RSUs (2023+) accelerate in full; prior RSUs pro-rata; PSUs pro-rata subject to actual performance; options (2023+) accelerate in full; prior unvested options forfeited. For retirement: RSUs (2023+) accelerate in full if more than 1 year from grant; prior RSUs pro-rata; PSUs pro-rata subject to performance; options (2023+) accelerate in full if more than 1 year from grant; prior unvested options forfeited .
- SERP/Pension: Present value of frozen Murphy Oil SERP benefit for West is $738,935 as of Dec 31, 2024 (credited service 17.247 years; frozen final average earnings $286,153) .
- Non-qualified deferred comp balances (Murphy Oil SERP + Murphy USA SERP) for West: Aggregate balance $2,393,761; 2024 executive contributions $60,831; registrant contributions $154,881; 2024 earnings $289,843 .
- Perquisites and other compensation (2024): Company DC plan contributions $199,214; term life $636; other $33,923 (includes charitable matching; executive physicals, etc.) .
Board Governance
- Board service: West was appointed President & COO immediately and will become President & CEO and be elected to the Board effective Jan 1, 2026 .
- Independence: At Murphy USA, CEO is a director but the Chairman is an independent, non-executive (Madison Murphy); roles of Chair and CEO are separated to facilitate independent oversight .
- Committee roles: Not disclosed for West as of the 2025 Proxy; CEO historically serves on Executive Committee (current CEO Clyde is on Executive Committee) . West’s specific committee appointments post-appointment have not been disclosed.
- Executive sessions and attendance: Independent directors meet in executive session at least three times per year; all directors attended the 2024 Annual Meeting .
Compensation Structure Analysis
- Pay-for-performance: AIP and PSUs tie pay to Adjusted EBITDA, fuel/merchandise contribution, Coverage Ratio, ROACE, and relative TSR; 2024 AIP paid at 54.1% of target; 2022–2024 PSUs paid at 200% of target, indicating strong relative performance .
- Mix shift: West’s target bonus increased to 100% with her COO promotion, raising at-risk pay; equity awards include significant PSUs exposure (50% of LTI) .
- Clawbacks: Dodd-Frank compliant clawback policy adopted Aug 2023 plus supplemental misconduct clawbacks; Sarbanes-Oxley clawback applies to CEO/CFO .
- Governance protections: No tax gross-ups; no hedging; pledging banned until guidelines met; no repricing of options; no single-trigger vesting for new awards (modified double trigger since 2023) .
Multi-Year Compensation (Summary)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $722,917 | $747,917 | $760,385 |
| Stock Awards (fair value) | $963,372 | $1,071,425 | $1,896,860 |
| Option Awards (fair value) | $288,176 | $336,414 | $564,018 |
| Non-Equity Incentive (AIP) | $960,431 | $816,277 | $401,225 |
| Change in Pension Value | — | $66,737 | — |
| All Other Compensation | $184,953 | $204,725 | $233,773 |
| Total Compensation | $3,119,849 | $3,243,495 | $3,856,261 |
Director Compensation (for reference; West not yet a director)
- Non-employee director cash retainer $100,000; Chair retainers: Board $170,000; Audit $25,000; Comp $20,000; Nominating $15,000; annual RSUs ~$160,000 target, one-year cliff; deferral elections available . West will be a management director, not eligible for non-employee director pay .
Compensation Peer Group (used for benchmarking)
- Peer group: AAP, ANCFT, ARKO, AZO, EAT, CASY, CMG, CBRL, DG, DLTR, FIVE, FL, MNRO, ORLY, PKIUF, SBH, ULTA; also used for relative TSR in PSUs .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97.1% support; Board engaged with major shareholders on governance and compensation .
Risk Indicators & Red Flags
- Related-party transactions: None in 2024 .
- Insider trading policy: robust, filed as exhibit to 10-K; compliance emphasized .
- Legal/investigations: Not indicated specific to West; standard forward-looking and risk disclosures (company-level) .
Equity Ownership & Vesting Pressure Indicators
- Significant unvested RSUs and PSUs (2023–2024 cycles) and unexercised options across multiple vintages create future vesting events, but no 2024 option exercises by West; RSU/PSU vesting in 2024 totaled 11,696 shares, suggesting realized value but not near-term heavy selling pressure based on 2024 activity .
- Pledging/hedging constraints and ownership guidelines reduce misalignment risk .
Investment Implications
- Alignment: West’s compensation is heavily at-risk and tied to operational (Adjusted EBITDA, fuel/merchandise contribution, coverage) and capital efficiency (ROACE) plus market-relative TSR, supporting pay-for-performance alignment as she steps into CEO .
- Retention: Elevated base/bonus targets with President/CEO transition ($900k base effective Oct 2025) and substantial unvested equity across 2023–2024 cycles support retention; absence of individual CIC/severance agreements beyond standard award terms reduces windfall risk .
- Governance: Separation of Chair/CEO mitigates dual-role concentration; as a management director, West will not be independent, but board structure and committee independence are strong .
- Trading signals: PSU outperformance (200% payout) and rising merchandise contribution mix (company-level) may sustain confidence; however, AIP 2024 paid at 54.1% reflecting mixed operational delivery, tempering near-term upside signals from incentive payouts .