Rosemary Turner
Murphy USAAbout Rosemary L. Turner
Rosemary L. Turner, age 63, has served as an independent director of Murphy USA since October 2021, following a 40-year career at UPS culminating as President of Northern California in 2019; she led large UPS territories averaging 25,000 employees and over $2 billion in revenue, bringing deep supply chain/logistics and operational expertise to the board . The board has determined all directors other than the CEO are independent under NYSE rules; in 2024 the board met five times, all nominees exceeded 75% attendance, and all directors attended the annual meeting with at least three executive sessions held without management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | President, Northern California; prior president roles across divisions | Retired 2019; served as president roles for 22 years | Business development, relationship management, operational stewardship; led territories averaging 25k employees and >$2B revenue |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TFI International (NYSE-listed) | Director | Since 2020 | North American transportation/logistics leader |
| Core-Mark Holding Co. (NASDAQ-listed, acquired by Performance Food Group) | Director | May 2021–Sept 2021 | Convenience store wholesale distributor; tenure ended at acquisition |
| Duration Capital Partners | Senior Advisor | Since 2024 | Infrastructure investor focused on transportation |
| San Francisco Federal Reserve Board | Director; Chair (2021) | Chair in 2021 | Macro/consumer/payments oversight experience |
| SCAN Health Plan | Director | Since 2021 | Large Medicare Advantage plan (> $4bn revenue) |
| The Bouqs Company | Director | Since 2020 | Online floral retailer |
| Philadelphia Federal Reserve Board | Director | 2010–2013 | Macroeconomic policy exposure |
| Oaktree Infrastructure Fund | Senior Advisor | 2020–2024 | Infrastructure core fund advisor |
Board Governance
- Committee memberships: Audit Committee; Nominating & Governance Committee (not a chair) .
- 2024 Committee meeting cadence: Audit (7), Nominating & Governance (3); Executive sessions without management held with the independent chair presiding .
- Independence: All non-employee directors are independent; Audit Committee and Nominating & Governance Committees composed entirely of independent directors .
- Attendance and engagement: All nominees exceeded 75% attendance in 2024; all directors attended the Annual Meeting .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,152 | 177,791 | — | 277,943 |
- Program structure: Non-employee directors receive a $100,000 annual cash retainer; chair retainers are $170,000 (Board Chair), $25,000 (Audit Chair), $20,000 (Compensation Chair), $15,000 (N&G Chair) .
- Equity grants: Annual time-based RSUs targeted at $160,000 (granted Feb 15, 2024); cliff vest after one year and accrue dividend equivalents, paid on settlement .
- Deferrals: Directors may elect to defer cash retainers and/or RSUs into DSUs with settlement upon termination of board service .
Performance Compensation
- Director equity awards are time-based RSUs; no performance-vesting metrics disclosed for non-employee directors (PSUs/operational metrics apply to executives, not directors) .
Other Directorships & Interlocks
- Current public company board: TFI International (logistics) .
- Prior public company board: Core-Mark (ended upon acquisition) .
- No related-party transactions involving directors or executive officers were engaged by the company in 2024; conflicts are overseen by the Nominating & Governance Committee .
Expertise & Qualifications
- Core credentials: Supply chain distribution/logistics, finance, and macroeconomic insight from Federal Reserve Board roles; extensive operational leadership at UPS applying business development and operational stewardship across large-scale territories .
- Board value-add: Deep experience in logistics and distribution; understanding of consumers and payments systems; complements MUSA’s convenience retail and fuel operations .
Equity Ownership
| Holder | Personal (Full Voting/Investment) | Equity awards which may settle ≤60 days | Total Shares | % Outstanding |
|---|---|---|---|---|
| Rosemary L. Turner | — | 1,058 | 1,058 | <1% |
- RSUs outstanding (incl. RSUs in lieu of quarterly cash retainers) at 12/31/2024: 1,856 units for Ms. Turner .
- Stock ownership guidelines: Non-employee directors must achieve at least 3× annual cash retainer within five years of service; as of 12/31/2024 all directors had met or were on track to comply .
- Pledging/Hedging: No pledging of shares by directors or executives as of 12/31/2024; hedging is prohibited; any future pledging requires pre-approval and must exclude shares held to meet ownership guidelines .
Annual Meeting Voting Outcome (Signal of Investor Confidence)
| Director | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Rosemary L. Turner (Class III, re-elected May 1, 2025) | 17,016,583 | 374,741 | 12,426 | 1,055,344 |
Governance Assessment
- Board effectiveness: Independent director serving on Audit and Nominating & Governance—two core oversight committees—supports financial reporting integrity, cybersecurity risk oversight, independence/conflicts monitoring, and ESG governance .
- Alignment and incentives: Director pay is balanced between cash and time-based equity (no performance overlay), with robust stock ownership guidelines and no hedging/pledging, enhancing alignment while limiting risk-taking incentives .
- Engagement signals: Strong re-election vote and full-board attendance thresholds achieved; executive sessions ensure independent oversight; company’s 2024 Say-on-Pay approval at 97.1% reflects positive investor sentiment toward governance and pay practices broadly .
- Conflicts/RED FLAGS: No related-party transactions disclosed in 2024; no pledging/hedging; no attendance issues disclosed—no material red flags observed in proxy disclosures for Ms. Turner .