Renee Bacon
Murphy USAAbout Renee Bacon
Renee M. Bacon is Senior Vice President, Sales & Operations and Chief Merchandising Officer at Murphy USA (MUSA), a role she has held since June 2022, having joined the company in 2016 and progressed through sales and operations leadership roles; she is age 55 per the FY2024 10-K executive roster . Her education includes a BBA from the University of Texas at Austin, an MBA from the University of Houston, and a JD from the University of Tennessee . During her tenure, Murphy USA delivered strong shareholder returns: three-year annualized TSR of 38.8% to 12/31/2024 with PSU cycles paying 200% of target based on ROACE and relative TSR; Adjusted EBITDA was $1,006.8MM in 2024 vs $1,058.5MM in 2023 under AIP metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Murphy USA | Regional Vice President, Sales & Operations | 2016–2018 | Led regional sales and operations; role established ahead of promotion |
| Murphy USA | National Vice President, Sales & Operations | 2018–2019 | Elevated to national scope over S&O |
| Murphy USA | Senior Vice President, Sales & Operations | Feb 2019–Jun 2022 | Senior leadership of company-wide S&O |
| Murphy USA | SVP, Sales & Operations and Chief Merchandising Officer | Jun 2022–Present | Role expanded to include CMO responsibilities |
External Roles
No external public company directorships or committee roles are disclosed for Bacon in MUSA’s SEC filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (actual paid, $) | 458,751 | 482,917 | 483,587 |
| Base Salary Rate (effective Feb 1, $) | 460,000 | 485,000 | 505,000 |
| Target Bonus (% of salary) | 70% | 70% | 70% |
| AIP Payout ($) | 501,919 | 434,046 | 183,135 |
| AIP Corporate Score (% of target) | 128.4% | 128.4% | 54.1% |
Notes:
- Target bonus % reflects NEO AIP design; corporate weighted performance score applied to target .
- 2024 AIP was materially lower due to underperformance vs merchandise contribution and lower scores across metrics .
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weight | Threshold (50% payout) | Target (100%) | Max (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 ($MM) | 15% | 850.0 | 870.0 | 890.0 | 833.7 | 0.0% | 0.0% |
| Coverage Ratio (%) | 15% | 95.0 | 96.8 | 98.6 | 96.3 | 86.1% | 12.9% |
| Total | 100% | — | — | — | — | — | 54.1% |
- Design includes Committee discretion for individual adjustments; none were applied to NEO awards in 2024 .
Long-Term Incentives (structure)
- Program mix: Stock Options (25%), RSUs (25%), PSUs (50%) with 3-year performance cycles; options 7-year term; RSUs/PSUs cliff-vest after 3 years; options vest 50% at year 2 and 50% at year 3 .
- PSU metrics: 50% three-year relative TSR vs peer group; 50% three-year average ROACE; payouts interpolated, cap 200% .
- 2022–2024 PSU cycle outcome: 200% of target earned, driven by 94.1st percentile relative TSR and 27.1% three-year average ROACE .
2024 Grants (Bacon)
| Award | Grant date | Threshold | Target | Max | Grant-date fair value ($) | Notes |
|---|---|---|---|---|---|---|
| PSUs (#) | 02/14/2024 | 450 | 900 | 1,800 | 432,504 | 50% TSR vs peer group; 50% ROACE |
| RSUs (#) | 02/14/2024 | — | 450 | — | 176,193 | Cliff vest at 3 years |
| Options (#) | 02/14/2024 | — | — | — | 174,083 | 1,300 options at $391.54 exercise; 7-year term |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 5,927 personal; 3,450 equity awards that may settle within 60 days; total 9,377 (as of 3/4/2025 record date) |
| % of shares outstanding | ~0.047% based on 19,794,836 shares outstanding |
| RSUs unvested (12/31/2024) | 710 (2022); 606 (2023); 452 (2024); market values $356,243; $304,061; $226,791 at $501.75 close |
| PSUs outstanding (12/31/2024) | 2,838 (2022 earned and settled early 2025); 2,424 (2023); 1,808 (2024); payout subject to performance; values $1,423,967; $1,216,242; $907,164 at $501.75 close |
| Options outstanding | 1,300 exercisable at $181.18 exp. 02/09/2029; 1,700 unexercisable at $263.48 exp. 02/08/2030; 1,300 unexercisable at $391.54 exp. 02/14/2031 |
| 2024 option exercises | 8,100 shares acquired; value realized $3,175,597 pre-tax |
| 2024 stock vested | 5,086 shares; value realized $1,993,582 pre-tax |
| Ownership guidelines | SVPs required to hold 2x salary; all NEOs had met or were on track by 12/31/2024 |
| Pledging/Hedging | Pledging not permitted until ownership target achieved; none pledged as of 12/31/2024; hedging prohibited |
Employment Terms
- No employment or individual change-in-control (CIC) agreements for NEOs other than CEO; equity awards follow plan terms .
- CIC equity treatment: awards granted 2023+ use modified double trigger—accelerate upon qualifying termination within 2 years of CIC or failure to assume/substitute; pre-2023 awards accelerate at CIC with performance awards paid at target .
- Termination provisions (non-CIC): for involuntary termination without cause, RSUs granted 2023+ accelerate pro-rata; death/disability: RSUs accelerate (full/reduced), PSUs pro-rata subject to actual performance, certain options accelerate; retirement (subject to service and timing conditions) accelerates RSUs/options and pro-rata PSUs .
- Clawbacks: Dodd‑Frank mandated recoupment policy adopted Aug 2023; recovery of incentive-based compensation after financial restatement per NYSE Rule 303A.14; supplemental misconduct clawbacks also apply .
- Insider trading controls: pre-clearance, blackouts (~40 days pre-earnings), 10b5‑1 plan requirements, prohibitions on hedging and pre-target pledging .
Performance Compensation (design detail)
| Component | Weighting | Metric & targets | Vesting |
|---|---|---|---|
| Options | 25% | Inherently performance-based (value only if stock rises) | 50% at year 2; 50% at year 3; 7-year term |
| RSUs | 25% | Share price aligned; dividend equivalents accrue, pay only on vest | Cliff vest at 3 years |
| PSUs | 50% | 50% TSR vs peer group (≥75th=200%; 50th=100%; 25th=50%); 50% three-year average ROACE vs goals | Vest at 3 years based on certified performance |
Peer groups used for compensation and performance:
- 2024 peer group includes AAP, ANCFT, ARKO, AZO, EAT, CASY, CMG, CBRL, DG, DLTR, FIVE, FL, MNRO, ORLY, PKIUF, SBH, ULTA .
Compensation & Equity (multi-year summary for Bacon)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 435,071 | 514,284 | 608,697 |
| Option Awards ($) | 133,796 | 150,501 | 174,083 |
| Total Compensation ($) | 1,632,598 | 1,691,364 | 1,567,758 |
Equity Ownership & Alignment (risk controls)
- Director and executive pledging policy requires pre-approval and prohibits pledging until guideline compliance; as of 12/31/2024, no pledges among directors or executive officers .
- Hedging of company stock is prohibited for all directors, officers and employees .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: 97.1% of votes cast in favor; Committee viewed this as affirmation of design and alignment .
Investment Implications
- Pay-for-performance link is tight: PSUs at 200% for the 2022–2024 cycle reflect exceptional TSR (94.1st percentile) and ROACE, reinforcing alignment between long-term payouts and value creation .
- Near-term headwinds in 2024 AIP (54.1% total score; 0% payout on Merchandise Contribution) suggest operational pressure in merchandising profitability—a watchpoint for Bacon’s remit as CMO/S&O lead .
- Significant 2024 option exercises and vestings by Bacon (8,100 exercised; $3.18MM gain; $1.99MM vest value) indicate liquidity events; trading is subject to strict pre-clearance/blackout rules, reducing opportunistic risk but potential supply should be monitored around vest dates and windows .
- Governance mitigants (clawbacks, hedging bans, ownership guidelines) and strong Say‑on‑Pay support reduce compensation risk and indicate investor confidence in incentive structures .
Appendix: Company performance references
- Three-year TSR to 12/31/2024: 38.8% annualized; continued buybacks and dividend growth since 2021 support shareholder returns .
- Adjusted EBITDA used in AIP: $1,006.8MM in 2024 vs $1,058.5MM in 2023 .