John Murphy
O REILLY AUTOMOTIVEAbout John Murphy
John R. Murphy, age 74, has served as an independent director of O’Reilly Automotive, Inc. since 2003 and currently chairs the Human Capital and Compensation Committee and serves on the Audit Committee; he is qualified as an audit committee financial expert and is a Certified Public Accountant with an MBA . His background spans CFO and CEO roles across manufacturing and packaging, including Smurfit-Stone’s restructuring and Accuride’s leadership, as well as interim CFO experience at Summit Materials . He is affirmed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Materials, Inc. | Interim CFO; Director; Audit Chair; Governance & Nominating member | Interim CFO in 2013; Director 2012–2024 | Led audit oversight; interim finance leadership during transition |
| Smurfit-Stone Container Corp. | SVP & CFO | 2009–2010 | Led financial restructuring during Chapter 11 |
| Accuride Corporation, Inc. | CEO; President & COO; President & CFO; EVP & CFO | 1998–2008 | Executive leadership through operational restructuring |
| North American Stainless, Inc. | EVP, Administration/CFO/Corporate Secretary | 1994–1997 | Senior finance and administrative oversight |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Cadrenal Therapeutics, Inc. (CVKD) | Director; Audit Chair; Compensation Committee member | Since 2023 | Audit Chair; Compensation member |
| Summit Materials, Inc. (SUM) | Director; Audit Chair | 2012–2024 | Audit Chair; Governance & Nominating (until 2022) |
| Apria, Inc. (APR) | Director; Audit Chair | 2019–2022 | Audit Chair; company sold in 2022 |
| Graham Packaging Company Inc. (GRM) | Director; Audit Committee/Special Committee member | 2011 | Board and special committee service |
| Alight Solutions (ALIT) | Director; Audit Chair | 2019–2021 | Audit governance (private-company era, later public) |
| DJO Global, Inc. | Director; Audit Chair | 2012–2019 | Audit oversight (private company) |
Board Governance
- Independence: Determined independent by the Board under Nasdaq rules .
- Committee assignments: Audit Committee member and Human Capital & Compensation Committee Chair; designated audit committee financial expert .
- Attendance: In 2024, independent directors attended 100% of board and committee meetings for which they served (exception noted for another director due to illness); executive sessions held four times with full attendance by current independent directors .
- Lead Independent Director: Role held by Thomas T. Hendrickson; responsibilities include executive session leadership, agenda input, and succession engagement .
- Risk oversight: Audit Committee oversight of financial/compliance/cybersecurity risks; Compensation Committee oversight of compensation/human capital risks .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Independent Director Retainer (policy) | $114,000 | $114,000 | Policy-level retainer |
| Committee Chair Fee (policy) | $21,500 (HCMC); $25,000 (Audit); $17,000 (Gov/Nom) | $25,000 (HCMC); $30,000 (Audit); $20,000 (Gov/Nom) | Policy changes YoY |
| Lead Independent Director Fee (policy) | $35,000 | $40,000 | Policy-level increase |
| John Murphy – Fees Earned (actual) | $134,500 | $138,125 | Includes retainer + chair fees |
| Restricted Stock – Grant | 169 sh @ $954.30 (May 19, 2023) | 173 sh @ $1,012.06 (May 17, 2024) | One-year cliff vesting (director) |
| John Murphy – Stock Awards (grant-date fair value) | $161,277 | $175,086 | ASC 718 grant-date fair value |
| Option Awards (director policy) | None granted | None granted | No options to directors |
Performance Compensation
| Metric Category | Applicable to Director Compensation | Definition/Weighting | Actuals |
|---|---|---|---|
| Performance-based equity (PSUs) | — | Not utilized for independent directors; director equity is time-vested RS | — |
| Cash incentive metrics | — | Directors do not receive performance-based cash incentives | — |
Directors at ORLY receive annual time-vested restricted shares and cash retainers/chair fees; there are no performance metrics tied to director pay .
Other Directorships & Interlocks
| Aspect | Detail |
|---|---|
| Compensation committee interlocks | No ORLY compensation committee member (including Murphy) is/was an officer/employee of ORLY; no interlocks disclosed for 2024 . |
| Consultant use | Meridian Compensation Partners engaged for compensation advisory services . |
Expertise & Qualifications
- Financial expert (CPA); deep experience in accounting, finance, restructuring, M&A; qualified audit committee financial expert .
- Strategic planning, risk management, supply chain/industrial operations exposure; human capital oversight via committee leadership .
Equity Ownership
| As of | Direct Ownership (sh) | Indirect Ownership (sh) | Options Exercisable (sh) | Total Ownership (sh) | Percent of Class | Unvested Restricted Shares (sh) |
|---|---|---|---|---|---|---|
| March 6, 2025 | 1,123 | — | — | 1,123 | <1% | 173 (included in direct) |
| March 7, 2024 | 950 | — | — | 950 | <1% | 169 (granted May 2023; vest May 2024) |
- Ownership guidelines: Independent directors must hold ≥5x annual cash retainer; all directors and executive officers were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
Governance Assessment
- Strengths: Long-tenured independent director with audit financial expertise; chairs Human Capital & Compensation; high attendance; clear independence; strong ownership alignment through robust stock ownership guidelines and prohibition of hedging/pledging .
- Committee effectiveness: Compensation committee policies emphasize pay-for-performance for executives and utilize independent consultants; clawback policy is “no-fault” compliant with SEC/Nasdaq .
- Potential RED FLAGS: Long tenure (22 years at 2025 annual meeting) could raise refreshment considerations; however, Board employs annual evaluations and succession planning, with recent refreshes and committee rotations . No related-party transactions disclosed involving Murphy; ORLY related-party leases involve O’Reilly family and an affiliated director, not Murphy .
Insider Trades
| Date | Form | Transaction Type | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | No Form 4 details disclosed in proxy | — | — | Section 16(a) compliance noted; no delinquency disclosed for Murphy |
Item 402/Section 16 details in proxy do not enumerate Murphy’s Form 4 transactions; the company reported Section 16(a) compliance exceptions for another director, not Murphy .