R. Madison Murphy
Murphy USAAbout R. Madison Murphy
Independent Chairman of the Board at Murphy USA (MUSA) since the August 30, 2013 spin-off; age 67; designated Audit Committee Financial Expert; prior CFO of Murphy Oil (1992–1994), Chairman of Murphy Oil (1994–2002), and long-tenured energy/finance executive and director . He presides over executive sessions of independent directors and is independent from management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Murphy Oil Corporation | Director; CFO; Chairman of the Board; Chairman of Finance Committee | Director since 1993; CFO 1992–1994; Chair 1994–2002 | Senior finance leadership in energy; board chair experience |
| Deltic Timber Corporation | Director | 1996–Feb 2019 (merger with Potlatch) | Natural resources/timberland governance experience |
| BancorpSouth, Inc. | Director | 2000–2011 | Banking/finance oversight |
| Arkansas State Highway Commission | Member; Chairman | Member 2003–2013; Chairman 2011–2013 | Public policy/infrastructure oversight |
| Hendrix College Board of Trustees | Member; Chair | Member since 1995; Chair 2001–2011 | Higher education governance leader |
| Murphy Family Management, LLC | Managing Member | Since 1998 | Manages investments, farm, timber, real estate |
| Presqu’ile Winery | Owner | Since 2008 | Alcohol distribution regulatory/sustainability expertise |
| The Murphy Foundation | President | Since 1988 | Philanthropic leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Murphy Oil Corporation | Director | Current; long tenure since 1993 |
Board Governance
- Structure: Non-executive, independent Chairman separate from CEO; independent oversight emphasized .
- Independence: Board determined all directors except the CEO (Clyde) are independent; Nominating & Governance reviewed independence including familial ties (Murphy and Deming are first cousins) .
- Committee leadership/membership:
- Executive Committee: Chair .
- Ex-officio of all Committees (Audit, Executive Compensation, Nominating & Governance) .
- Audit Committee Financial Expert designation (with Jack T. Taylor) .
- Meetings and attendance:
- Board meetings in 2024: 5; all nominees exceeded 75% attendance; all directors attended the Annual Meeting .
- 2024 committee meetings: Audit 7; Executive 7; Executive Compensation 3; Nominating & Governance 3 .
- Executive sessions: Independent directors meet in executive session at least three times per year; Murphy presides .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (non-employee director) | $100,000 | Paid quarterly |
| Additional Retainer – Chairman of the Board | $170,000 | Paid quarterly |
| Fees Earned in Cash (2024) – Murphy | $270,234 | Reflects retainers paid; includes any deferral elections into RSUs |
| Matching Gifts (All Other Compensation) – Murphy | $25,000 | Company matching under gift program |
| Total 2024 Director Compensation – Murphy | $471,887 | Sum of all components |
Performance Compensation
| Element | Grant details | Vesting | Amount/Status |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | Target value $160,000; granted Feb 15, 2024 | Cliff vest after one year; dividend equivalents accrue and pay on settlement | Program terms |
| Stock awards recognized (Murphy, 2024) | Aggregate grant-date fair value | N/A | $176,653 |
| RSUs outstanding (Dec 31, 2024) | Outstanding director RSUs (incl. deferrals) | N/A | 1,852 units for “each other non-employee director” (includes Murphy) |
| Deferral elections | Cash retainers and RSUs may be deferred | Settlement upon termination of service | Available to directors |
- Performance metrics for director equity grants: none disclosed (time-based RSUs only) .
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Notes |
|---|---|---|
| Murphy Oil Corporation | Director | Historical executive leadership; same family network as MUSA founders |
| Familial relationship | First cousins with Director Claiborne P. Deming | Reviewed in independence determination; committee oversight of conflicts |
Expertise & Qualifications
- 40+ years in energy sector; senior finance leadership including CFO at Murphy Oil .
- Audit/finance expertise; designated Audit Committee Financial Expert by MUSA’s Board .
- Regulatory and sustainability experience via winery operations; conservation recognition (National Wetlands Conservation Award, 2004) .
- Public company board leadership across energy, banking, and natural resources .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Personal with full voting/investment power | — | As reported |
| Personal as beneficiary of trusts | 384,172 | Trust-held; portions expressly disclaimed (see footnotes) |
| Voting and investment power only | 164,171 | Includes foundation/trust holdings with disclaimers |
| Equity awards settling within 60 days | — | None |
| Total beneficial ownership | 548,343 | 2.77% of shares outstanding |
| RSUs outstanding (director) | 1,852 | As of Dec 31, 2024 |
| Pledged shares | None | Company policy prohibits pledging until ownership targets met; none pledged as of 12/31/24 |
| Stock ownership guidelines | 3x annual cash retainer | All directors met or are on track within five years |
- Footnote details: Holdings include shares in various family trusts and a private foundation, with beneficial ownership expressly disclaimed for certain trusts/foundation positions (e.g., The Murphy Foundation; Murphy Family Trusts) .
Governance Assessment
- Strengths: Independent Chairman separate from CEO; presides over executive sessions; strong attendance; designated audit financial expert; robust clawback (Dodd-Frank plus supplemental), anti-hedging, and pledging controls; director ownership guidelines; no related-party transactions in 2024 .
- Compensation alignment: Director pay balanced between cash retainers and time-based RSUs; deferral features promote long-term alignment; strong say-on-pay support (97.1% in May 2024) indicates investor confidence in broader compensation governance .
- Potential risks/RED FLAGS:
- Familial tie to Director Claiborne P. Deming could present perceived influence risk; mitigated by independence review and governance guidelines requiring recusals for conflicts .
- Concentration of influence as Board Chair and Executive Committee Chair; offset by separate CEO role and independent committee structures .
- Related-party/transactions: None involving directors or executives in 2024; Nominating & Governance monitors conflicts and related-person transactions .