DEF 14A of Murphy USA Inc.
Filed Mar 26, 2026 · FY20250001573516-26-000110
Director Nominees
Director Nominees Our Board is currently divided into three classes serving staggered three-year terms. Messrs. Deming, Taylor, Kulp and Ms. Phillips, who are Class I directors, have been nominated for re-election at this Annual Meeting of Stockholders. Class II and Class III directors will serve until our annual meetings of stockholders in 2027 and 2028, respectively. At each annual meeting of stockholders, directors will be elected for three-year terms to succeed the class of directors whose terms have expired. If the proposed amendments in Proposal 4 are approved by our stockholders, Article 6(C), (D) and (E) of our Certificate of Incorporation would be amended to provide that directors previously elected by our stockholders to three-year terms of office, including those directors elected at this Annual Meeting of Stockholders, would complete their three-year terms. Thereafter, they or their successors would be elected to one-year terms at each future annual meeting of stockholders. Beginning at our 2029 Annual Meeting of Stockholders, the declassification of the Board would be complete, and all directors would be elected at each annual meeting of stockholders to one-year terms. This section details the name, age, class, qualifications and committee memberships of our directors as of the 2026 Annual Meeting of Stockholders. Pursuant to our Bylaws, in an uncontested election of directors for which a quorum is present, should any incumbent director nominee fail to receive a majority of the votes cast, such director shall promptly tender a resignation to the Board. The resignation will be effective only upon the acceptance by the Board, and the Nominating and Governance Committee will
Director Nominees
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 3 |
Director Nominees
| PROPOSAL 1 | ELECTION OF FOUR CLASS I DIRECTORS WHOSE CURRENT TERMS EXPIRE ON THE DATE OF THE 2026 ANNUAL MEETING |
Director Nominees
promptly consider the tendered resignation and make a recommendation to the Board on whether to accept or reject the resignation. The Board must act on the recommendation of the Nominating and Governance Committee within ninety (90) days following certification of the stockholder vote.
Director Nominees
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Director Nominees
The following Class I directors are nominated for re-election at this Annual Meeting of Stockholders.
Director Nominees
| CLAIBORNE P. DEMING Age: 71 Director since: August 2013 Board Committees: Executive Compensation Committee (Chair) Executive Committee | Chairman of the Board of Murphy Oil (a NYSE-listed oil and natural gas exploration and production company) since 2012; President and Chief Executive Officer of Murphy Oil from October 1994 through December 2008 Skills and Experience: Mr. Deming brings over 40 years of experience in the oil and gas industry to the Board. While CEO of Murphy Oil, Mr. Deming established the initial relationship with Walmart Inc. that underpins the Murphy USA brand. In addition to his executive leadership experience, Mr. Deming has served on the boards of two other public companies in the energy sector, chairing one of these boards since 2012. He is the former chair of an advisory committee to the Secretary of Energy. Mr. Deming has served in an advisory role with private firms providing strategic and financial advice to investors, management teams, boards of directors, governmental bodies, and other professionals and participants in the global energy industry. Mr. Deming is also a licensed attorney and has served on numerous private and state boards. His deep understanding of the energy sector and strategy strengthens the Board’s collective knowledge. | | HON. JEANNE L. PHILLIPS Age: 72 Director since: November 2018 Board Committees: Audit Committee Nominating and Governance Committee | Senior Counsel for Hunt Consolidated, Inc. (one of the largest privately-held family of companies in the U.S. involved in oil and gas exploration and production, real estate, and investment management) since 2023; founder and President of JLP Global Strategies (a consulting firm advising family offices in the areas of strategy, media relations, corporate governance, public policy and crisis management) since 2024; 20-year career with Hunt Consolidated, Inc., including serving as Senior Vice President, Corporate Engagement and International Relations and President of Hunt Global Partnerships, Inc. (Hunt Oil Company’s corporate social responsibility program); U.S. Permanent Representative to the Organization for Economic Cooperation and Development (OECD) with rank of U.S. Ambassador in Paris from 2001 to 2003 Skills and Experience: The Honorable Ms. Jeanne Phillips brings unique experience to the Board in the areas of governmental affairs and public policy after having served in varying capacities at the state, national, and international levels. She also brings more than three decades of distinguished nonprofit board experience and has been honored on numerous occasions for her civic involvement. In addition, as an executive with a large, privately-held energy company, she has extensive experience in the areas of corporate governance, corporate leadership, corporate communications, crisis management, and sustainability which bolsters the Board’s ability to react to an ever-changing business environment. |
Director Nominees
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 5 |
Director Nominees
| JACK T. TAYLOR Age: 74 Director since: August 2013 Board Committees: Audit Committee (Chair) Executive Committee Executive Compensation Committee | Director of Genesis Energy LP (a NYSE-listed midstream energy master limited partnership) since 2013 and member of the Audit and Governance, Compensation and Business Development Committees; Director of Sempra (a NYSE-listed Fortune 500 energy services company) since 2013 and member of the Executive, Audit and Compensation and Talent Development Committees; Chief Operating Officer - Americas and Executive Vice Chair of U.S. Operations for KPMG LLP (one of the world’s largest audit, tax, and advisory firms) from 2005 to 2010 Skills and Experience: Mr. Taylor, a certified public accountant, has extensive experience with financial and public accounting issues as well as deep knowledge of the energy industry. He was a partner at KPMG LLP for 29 years. As an executive leader, Mr. Taylor was responsible for the execution of global strategy within all KPMG member firms in North and South America, encompassing more than 40,000 employees and $8 billion in revenue. Mr. Taylor sponsored and chaired KPMG’s Diversity Advisory Board upon its formation and early development. At KPMG, Mr. Taylor has extensive experience in capital markets activities with involvement in SEC registration statements, mergers and acquisitions, corporate recovery and bankruptcies. He has served on the audit committees of two other publicly traded energy companies for over a decade, currently serving as chair of both of these committees. Mr. Taylor lends considerable expertise to our Board in finance, accounting, and energy matters. |
Director Nominees
| MICHAEL G. KULP Age: 44 Director since: December 2025 Board Committees: Audit Committee Executive Compensation Committee | Founder and CEO of KBP Brands (one of the largest operators of quick serve restaurants in the United States and globally) since 2011; Immediate Past Chair from 2022 to 2024 of Restaurant Supply Chain Solutions, LLC (restaurant purchasing and distribution cooperative) Skills and Experience: Mr. Kulp brings extensive strategic leadership and operational expertise to the Board, drawing on his experience in senior executive management and large‑scale multi‑unit operations. Since its founding in 2011, KBP Brands, under his leadership, has completed more than 95 multi‑unit acquisitions and grown to operate over 1,100 KFC, Taco Bell, Arby’s, and Sonic restaurants across 32 states, employing more than 25,000 people. Mr. Kulp’s experience in retail food service operations, combined with a demonstrated ability to scale complex, multi‑unit businesses, is complemented by a strong emphasis on financial discipline, talent development, and customer‑focused transformation. His leadership perspective and operating experience contribute meaningfully to the Board’s view of strategic growth and organizational excellence. |
Director Nominees
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Continuing Directors
Continuing Directors The following Class II and Class III directors are not up for re-election at this Annual Meeting of Stockholders. Class II directors will be up for election at our Annual Meeting in 2027 and Class III directors will be up for election at our Annual Meeting in 2028.
Class II Directors (terms expiring at the 2027 Annual Meeting)
Class II Directors (terms expiring at the 2027 Annual Meeting)
Class II Directors (terms expiring at the 2027 Annual Meeting)
| DAVID L. GOEBEL Age: 75 Director since: October 2021 Board Committees: Audit Committee Executive Compensation Committee | Director of Jack in the Box Inc. (a NASDAQ-listed operator and franchisor of more than 2,100 restaurants) since 2008 and Chairman of the Board from 2020 to February 2026; Director of Wingstop Inc. (a NASDAQ-listed operator and franchisor of over 3,000 fast casual restaurant locations across the U.S. and internationally) since 2017; Partner and Faculty Member for The ExCo Group, LLC a worldwide firm that provides peer-to-peer mentoring services for CEOs and senior business executives; Chief Executive Officer of Applebee’s International, Inc. (a former NASDAQ-listed operator of over 2,000 restaurants across the U.S. and internationally) from 2006 to 2007 Skills and Experience: More than 40 years of experience in retail, food service, and hospitality provides Mr. Goebel with vast knowledge that benefits the Board. Mr. Goebel brings unique knowledge to the Board from his service in capacities as CEO, Board Chair, and director with three well-known, public company restaurant chains, as well as his service on several private company boards, including Quick Chek Corporation prior to its acquisition by the Company in January 2021. His comprehensive experience in food and beverage, supply chain management, risk assessment, risk management, succession planning, executive development, executive compensation, and strategic planning enables him to share valuable insights and perspectives with the Board. | | JAMES W. KEYES Age: 71 Director since: August 2013 Board Committees: Executive Committee Executive Compensation Committee | Chairman and Chief Executive Officer of Blockbuster Inc. (a former NYSE-listed provider of home movie and video game rental services) from 2007 to 2011; Chief Executive Officer of 7-Eleven, Inc. (a former NYSE-listed operator and franchisor of convenience stores) from 2000 to 2005; Director of Andretti Acquisition Corp. (a NYSE-listed special purpose acquisition company) between January 2022 and the closing of a business combination transaction with Zapata Computing, Inc. in March 2024; Director of Andretti Acquisition Corp. II (a NASDAQ-listed special purpose acquisition company) since September 2024; Director of LightJump Acquisition Corporation (a NASDAQ-listed special purpose acquisition company) from January 2021 until its acquisition by Moolec Science, Ltd. in December 2022; Chief Executive Officer of Fresh & Easy, LLC (an operator of a chain of grocery stores) from November 2012 to October 2015 Skills and Experience: Mr. Keyes’ executive leadership experience includes serving as CEO of two Fortune 500 companies. While leading 7-Eleven, Inc., he spearheaded the introduction of fresh foods, building a nationwide network of commissaries and a distribution system for daily fresh product delivery which resulted in the growth of fresh food sales to over 20% of the product mix. In addition to his executive leadership experience, Mr. Keyes currently serves on one other public company board and has served on the boards of numerous private companies in a variety of industries. Mr. Keyes’ industry knowledge and business expertise are invaluable to our Board. |
Class II Directors (terms expiring at the 2027 Annual Meeting)
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 7 |
Class II Directors (terms expiring at the 2027 Annual Meeting)
| DIANE N. LANDEN Age: 65 Director since: August 2013 Board Committees: Nominating and Governance Committee (Chair) Executive Committee Executive Compensation Committee | Owner and President of Vantage Communications, Inc. (a private company in investment management, communications and broadcast property ownership ) since 1990; Chairman and Executive Vice President of Noalmark Broadcasting Corporation (a private radio and media company) since 2012; Partner at Munoco Company L.C. (a private oil and gas exploration and production company) from 2012 to 2023; Secretary and Director of Loutre Land and Timber Company (a private natural resources company) from 1998 to 2021, and served on its Executive and Nominating Committees Skills and Experience: With over 30 years of experience in communications and broadcast property ownership and management, Ms. Landen brings a special set of skills to the Board. Ms. Landen has been an owner and served on the boards of private companies involved in oil and gas exploration and production and timber. In addition, she is a managing member or owner of several private investment and real estate management companies. The Board benefits from her asset management experience and unique insights into communications, media, and natural resources industries. |
Class II Directors (terms expiring at the 2027 Annual Meeting)
| DAVID C. HALEY Age: 64 Director since: May 2025 Board Committees: Audit Committee Nominating and Governance Committee | Private investor and President Emeritus of HBK Capital Management (a private global investment management firm based in Dallas, Texas) from 2022 to present; President of HBK Capital Management from 2007 to 2021, Partner and investor from 1994 to 2007; Past Trustee of the Managed Funds Association (the principal trade association for the hedge fund industry), which he chaired from 2016 to 2017; Member of the Southern Methodist University Board of Trustees (a nationally ranked private university in Dallas, Texas) since 2020, current Chair of the Investment Committee; attorney at Andrews & Kurth LLP, practicing in the corporate securities group from 1986 to 1994 Skills and Experience: Mr. Haley, a licensed attorney who holds a law degree from Southern Methodist University, brings to the Board a broad range of skills and experience in investment management, corporate governance, and legal affairs. His leadership at HBK Capital Management, coupled with his legal background in corporate securities, provides deep expertise in financial markets, risk management, and regulatory compliance. His experience as Chair of the Managed Funds Association and background as a private investor and director of family investment partnerships further enhances his perspective on capital allocation and long-term value creation. The Board benefits from his experience in governance, investment strategy, organizational health and stakeholder engagement. |
Class II Directors (terms expiring at the 2027 Annual Meeting)
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Class III Directors (terms expiring at the 2028 Annual Meeting)
Class III Directors (terms expiring at the 2028 Annual Meeting)
Class III Directors (terms expiring at the 2028 Annual Meeting)
| R. MADISON MURPHY Age: 68 Director since: August 2013 Board Committees: Executive Committee (Chair) Ex-officio of all Committees | Chairman of the Murphy USA Board of Directors since August 2013; Director of Murphy Oil Corporation (“Murphy Oil”) (a NYSE-listed oil and natural gas exploration and production company) since 1993, Chairman of Finance Committee as well as Chairman of the Board from 1994 to 2002 and Chief Financial Officer from 1992 to 1994; Managing Member of Murphy Family Holdings, LLC (manages investments, farm, timber and real estate) since 1998; Director of Deltic Timber Corporation (a former NYSE-listed natural resources and timberland company) from 1996 until its merger with Potlatch Corporation in February 2019; Director of BancorpSouth, Inc. (a NYSE-listed financing holding company) from 2000 to 2011; Chairman of the Arkansas State Highway Commission from 2011 to 2013, member from 2003 to 2013; Owner of Presqu’ile Winery (a family-owned winery in the Santa Maria Valley) since 2008; Chair of Hendrix Board of Trustees (a private liberal arts college in Conway, Arkansas) from 2001 to 2011, member since 1995; President of The Murphy Foundation (a private foundation in El Dorado, Arkansas) since 1988 Skills and Experience: Mr. Murphy has been involved in the energy sector for more than 40 years. In addition to his executive leadership in finance, Mr. Murphy has served on the boards of three other public companies in the energy, banking, and natural resources sectors, chairing one of these boards from 1994 to 2002. As an owner and operator of a winery, Mr. Murphy has a robust understanding of alcohol distribution regulations as well as sustainable practices. This understanding further extends to wildlife and habitat conservation in his farming operations which led the U.S. Department of the Interior to grant him a National Wetlands Conservation Award in 2004. His experience in executive and board leadership positions brings to the Board a unique business and financial perspective. |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 9 |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| MINDY K. WEST Age: 57 Director since: January 2026 Board Committees: Executive Committee | President since October 2025 and Chief Executive Officer of Murphy USA since January 2026; Executive Vice President and Chief Operating Officer from February 2024 to December 2025; Past Chief Financial Officer, Executive Vice President and Treasurer of Murphy USA from 2013 to 2024, assuming leadership of the Fuels organization in 2017; Director since 2017 of Simmons First National Corporation (a NASDAQ-listed financial holding company whose principal subsidiary, Simmons Bank, operates more than 220 branches in Arkansas, Kansas, Missouri, Oklahoma, Tennessee, and Texas); Director of Ducks Unlimited Inc. and Wetlands America Trust, where she serves on the Finance and Board Governance Committees; Vice President of the Razorback Foundation, Inc. (a nonprofit supporting the University of Arkansas Athletic Department and student athletes); Board Member of the SHARE Foundation (a public nonprofit focusing on programs and services that further the health and well-being of people in the South Arkansas community) Skills and Experience: As President and CEO, Ms. West brings over 25 years of industry experience and a profound understanding of the Company’s operations and culture, playing a pivotal role in shaping Murphy USA’s strategic direction and operational excellence. Ms. West joined Murphy Oil Corporation in 1996, where she held a variety of leadership positions spanning finance, human resources, strategic planning, accounting, and investor relations. Following Murphy Oil Corporation’s 2013 Spin-Off of Murphy USA, Ms. West was appointed Executive Vice President, Chief Financial Officer, and Treasurer and in 2017, she assumed leadership over the Fuels organization. Ms. West was elevated to Chief Operating Officer in February 2024, assuming responsibility for additional commercial and operating functions, before being appointed Chief Executive Officer in January 2026. She is also a certified public accountant (inactive) and a certified treasury professional, underscoring her strong financial acumen. Beyond her executive roles at Murphy USA, Ms. West has significant public‑company and nonprofit governance experience, including service with a publicly traded financial institution and leadership involvement with several community and charitable organizations. Ms. West’s extensive experience, strategic vision, institutional knowledge, and commitment to both corporate and community leadership make her a valuable addition to the Board. |
Class III Directors (terms expiring at the 2028 Annual Meeting)
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Class III Directors (terms expiring at the 2028 Annual Meeting)
| DAVID B. MILLER Age: 76 Director since: January 2016 Board Committees: Executive Compensation Committee Nominating and Governance Committee | Co-Founder and Partner of EnCap Investments L.P. (“EnCap”) (a leading provider of growth capital to independent energy companies) since 1988; President of PMC Reserve Acquisition Company (a partnership jointly owned by EnCap and Pitts Energy Group) from 1988 to 1996; Co-Chief Executive Officer and Co-Founder of MAZE Exploration Inc. (a Denver-based oil and gas company) from 1981 to 1988; Chair of Southern Methodist University Board of Trustees (a nationally ranked private university in Dallas, Texas), member since 2008 Skills and Experience: Having started his professional career in the banking industry, Mr. Miller provides considerable expertise to the Board in the areas of banking and finance. His executive leadership experience includes serving as the Managing Partner of a private equity firm that he co-founded. In that capacity, Mr. Miller directly engaged with institutional investors on ESG practices in the energy industry, including numerous large pension funds and university endowments. In addition to having served on the boards of four other publicly traded companies in the energy sector, Mr. Miller has served on the boards of numerous private oil and gas exploration and production companies. He is also a member of the National Petroleum Council, an advisory committee to the Secretary of Energy. Mr. Miller’s broad energy industry knowledge and his leadership experience and expertise in business valuation, capital structure and strategic relationships complement the collective strength and leadership of our Board. |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 11 |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| ROSEMARY L. TURNER Age: 64 Director since: October 2021 Board Committees: Audit Committee Nominating and Governance Committee | Director of TFI International (a NYSE-listed North American leader in the transportation and logistics industry) since 2020; Senior Advisor to Duration Capital Partners, a dedicated infrastructure investment firm with a value-add approach to partnering with transportation businesses in North America since 2024; Director of San Francisco Federal Reserve Board, which she formerly Chaired in 2021; Director of SCAN Health Plan (one of the largest Medicare Advantage plans in the nation with revenues of over $4 billion) since 2021; Director of The Bouqs Company (a leading online floral retailer that delivers fresh flowers from eco-friendly, sustainable farms) since 2020; Director of Core-Mark Holding Company, Inc. (a former NASDAQ-listed convenience store wholesale distributor) from May 2021 until its acquisition by Performance Food Group, Inc. in September 2021; 40-year career with United Parcel Service, Inc. (“UPS”) (a NYSE-listed multinational shipping and receiving and supply chain management company) retiring as President of Northern California in 2019; Director of the Philadelphia Federal Reserve Board from 2010 to 2013; Senior Advisor to Oaktree Infrastructure Fund (an infrastructure core fund managed by Oaktree Capital Management) from 2020 to 2024 Skills and Experience: Ms. Turner has an impressive history in the logistics and distribution industry. In her distinguished executive career, she served as president of various UPS divisions for 22 years, applying her strengths in business development, relationship management and operational stewardship. At UPS, Ms. Turner was responsible for the largest East and West territories with an average of 25k employees and revenues in excess of $2 billion. Ms. Turner has also served as director of two other publicly traded companies that are leaders in the logistics and distribution industry. Through her experience with the Philadelphia Federal Reserve Board and the San Francisco Federal Reserve Board which she chaired in 2021, Ms. Turner has an excellent understanding of the macroeconomy state of marketing and consumers, and evolving payment systems. Our Board benefits from her deep experience in supply chain and logistics and finance. |
Class III Directors (terms expiring at the 2028 Annual Meeting)
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Class III Directors (terms expiring at the 2028 Annual Meeting)
| DIRECTOR SKILLS AND EXPERIENCE | | | | | | | | | | | | | | | Murphy | West | Deming | Goebel | Haley | Keyes | Kulp | Landen | Miller | Phillips | Taylor | Turner | | Current or Former Public Company CEO | | | | | | | | | | | | | | Other Public Company Board Experience (Current or Former) | | | | | | | | | | | | | | Finance / Accounting / Financial Reporting | | | | | | | | | | | | | | Human Capital Management | | | | | | | | | | | | | | Public Policy /Government Affairs | | | | | | | | | | | | | | Supply Chain Distribution / Logistics | | | | | | | | | | | | | | Capital Markets / Asset Management / Banking | | | | | | | | | | | | | | Consumer Products / Retail | | | | | | | | | | | | | | Media and Communication / Crisis Management | | | | | | | | | | | | | | Energy Sector | | | | | | | | | | | | |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| BOARD DEMOGRAPHICS |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| ● | 0-4 YEARS | | ● | 5-10 YEARS | | ● | > 10 YEARS | | 7.58 YEARS | | | Average Tenure | |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| ● | < 61 YEARS | | ● | 61-65 YEARS | | ● | ≥ 66 YEARS | | 67.3 YEARS | | | Average Age | |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| ● | WOMEN | | ● | MEN | | 33% | | | Of Directors Are Women | |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| ● | MINORITY | | ● | OTHER | | 8% | | | Of Directors Are Racially/Ethnically Diverse | |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 13 |
Class III Directors (terms expiring at the 2028 Annual Meeting)
| BOARD AND GOVERNANCE MATTERS |
Compensation of Directors
Compensation of Directors Directors who are employees of Murphy USA do not receive compensation for their services on the Board. Our Board determines annual retainers and other compensation for non-employee directors. The primary elements of our non-employee director compensation program include a combination of cash and equity. In 2025, the cash component consisted of an annual retainer for each non-employee director in the amount of $105,000, plus an additional annual retainer for each chair as follows: •Chairman of the Board: $195,000 •Audit Committee Chair: $25,000 •Executive Compensation Committee Chair: $20,000 •Nominating & Governance Committee Chair: $17,500 All elements of cash components are paid in quarterly installments. The Company also reimburses directors for travel, lodging and other related expenses they incur in attending Board and Committee meetings. In addition to the cash component, the non-employee directors receive an annual grant of time-based restricted stock units ("RSUs") which, beginning with grants made in 2025, cliff vest after one year. Each non-employee director who was providing services on the Board as of February 13, 2025, received a restricted stock unit grant with a target value of $170,000 on such date. Mr. Haley, who commenced service on the Board on May 1, 2025, received a pro-rated equity grant (including proportion of the cash component of the annual retainer). RSUs awarded to non-employee directors include a right to receive dividend equivalent units, to be paid upon the issuance of shares of the Company’s common stock in settlement of the underlying RSU. Non-employee directors may elect to defer his or her annual cash retainers into fully vested restricted stock units issued under the 2023 Omnibus Incentive Plan, with settlement upon termination of Board service. Likewise, time-based restricted stock units awarded in connection with the annual equity component of the Director compensation package may also be deferred, with settlement upon termination of service. Upon separation from service, shares and dividend equivalent units accrued with respect to restricted stock units are issued. The election to defer is made in the year preceding the calendar year in which the compensation is earned (or, in the case of a new director, within 30 days after their date of appointment, if later). Further information regarding non-employee director compensation is set forth in the following table.
Compensation of Directors
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Compensation of Directors
| BOARD AND GOVERNANCE MATTERS | 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE |
2025 Non-Employee Director Compensation Table
2025 Non-Employee Director Compensation Table
2025 Non-Employee Director Compensation Table
| NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | R. Madison Murphy | 300,374 | 172,213 | 25,000 | 497,587 | | Claiborne P. Deming | 126,221 | 173,174 | 25,000 | 324,395 | | David L. Goebel | 105,374 | 173,533 | — | 278,907 | | David C. Haley(4) | 70,097 | 110,315 | — | 180,412 | | James W. Keyes | 105,374 | 172,213 | — | 277,587 | | Michael G. Kulp | — | — | — | — | | Diane N. Landen | 122,874 | 172,213 | 25,000 | 320,087 | | David B. Miller | 106,381 | 172,213 | — | 278,594 | | Hon. Jeanne L. Phillips | 105,708 | 174,493 | — | 280,201 | | Jack T. Taylor | 131,274 | 173,174 | 25,000 | 329,448 | | Rosemary L. Turner | 105,014 | 174,493 | — | 279,507 |
2025 Non-Employee Director Compensation Table
(1)The amounts shown reflect the cash retainers paid during the fiscal year ended December 31, 2025, including cash retainers which the director elected to receive in the form of restricted stock units. (2)The amounts shown reflect the aggregate grant-date fair value, as computed in accordance with FASB ASC Topic 718 regarding stock compensation, for restricted stock unit awards and dividend equivalent units granted to the non-employee directors in 2025. The aggregate number of restricted stock units including restricted stock units awarded in lieu of quarterly cash retainers outstanding as of December 31, 2025, was 1,668 for Mr. Deming, 965 for Mr. Goebel, 244 for Mr. Haley, 1,077 for Mr. Miller, 1,737 for Ms. Phillips, 1,704 for Mr. Taylor, 1,413 for Ms. Turner and 349 for each other non-employee director. (3)The amounts shown represent contributions made on behalf of Mr. Murphy, Mr. Deming, Ms. Landen and Mr. Taylor to charitable organizations under our gift matching program. (4)Mr. Haley was appointed to the Board on May 1, 2025 and received pro-rated cash retainers and equity grants. The column above showing “All Other Compensation” represents the incremental cost of matching gifts. The non-employee directors are eligible to participate in our gift matching program on the same terms as Murphy USA employees. Under this program, an eligible person’s total gifts of up to $25,000 per calendar year will qualify. The Company will contribute to qualified educational institutions and hospitals in an amount equal to twice the amount contributed by the eligible person. The Company will contribute to qualified welfare and cultural organizations in an amount equal to the contribution made by the eligible person.
2025 Non-Employee Director Compensation Table
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 19 |
2025 Non-Employee Director Compensation Table
| BOARD AND GOVERNANCE MATTERS | | | NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES AND PLEDGING |
Aligning Pay with Performance
compensation decisions and pay outcomes. Annual incentives for NEOs were earned at 77.4% of target, reflecting the Company’s 2025 performance relative to predefined targets. See pages 35-36 for additional information. Performance stock units (“PSUs”) linked to the Company’s performance for the three-year period ended in 2025 were earned at 165.3% of target. See page 38 for additional information. We view performance in two ways: (1) the Company’s operating performance, including results against short- and long-term growth targets; and (2) return to stockholders over time, both on an absolute basis and relative to other companies, including both our peers and the S&P 500.
Compensation Design Principles and Governance Practices
| WE DO | WE DO NOT | | ✓Pay for performance – a large majority of compensation is performance-based and at-risk ✓Mitigate undue business risk in compensation programs and perform an annual compensation risk assessment ✓Utilize an independent compensation consultant ✓Maintain stock ownership guidelines and restrict pledging for executives and Directors ✓Utilize multi-year vesting periods for annual equity-based compensation ✓Maintain a Dodd-Frank mandated clawback policy and include expanded “clawbacks” in our supplemental clawback policy and annual and long-term incentive plans, which allow for the recoupment of compensation in the event of a financial restatement as a result of negligent, intentional or gross misconduct, including both time- and performance-based awards | ✗Maintain employment agreements ✗Provide excessive perquisites ✗Permit hedging transactions ✗Maintain separate change-in-control ("CIC") agreements other than with the CEO ✗ Provide excise tax gross-ups on CIC benefits ✗ Allow repricing or cash buyout of underwater options ✗ Allow current payment of dividends or dividend equivalents on unearned long-term incentives ✗Provide single trigger equity vesting for new equity awards |
Role of Market Data
Role of Market Data The Committee adopted a peer group for purposes of reviewing and approving 2025 compensation. Due to the relatively small number of publicly-traded retail convenience store competitors, the group was broadened to include other companies in similar industries with which Murphy USA competes for executive talent in order to create a sufficient sample of companies against which compensation can be compared. The peer group was developed based on certain attributes including: •Industry Sector: Direct motor fuel and convenience retailers, retailers exposed to vehicle miles traveled, and other small box, common goods retailers (e.g., quick service restaurants)
Role of Market Data
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 31 |
Role of Market Data
| COMPENSATION DISCUSSION AND ANALYSIS | ROLE OF THE CEO IN COMPENSATION DECISIONS |
Role of Market Data
•Scale of Operation: Revenue, non-fuel revenue, earnings before interest, taxes, depreciation, and amortization, market capitalization, number of employees, and store count •Method of Operation: Company-operated sites and direct-owned real estate The 2025 compensation peer group consists of the following companies:
Role of Market Data
| • Advance Auto Parts [AAP] •Alimentation Couche-Tard [ANCTF] •Arko [ARKO] • AutoZone [AZO] • Brinker [EAT] • Casey’s General Stores [CASY] • Chipotle Mexican Grill [CMG] | •Cracker Barrel [CBRL] •Dollar General [DG] •Dollar Tree [DLTR] • Five Below [FIVE] • Foot Locker [FL] • Monro [MNRO] • O’Reilly Automotive [ORLY] •Parkland [PKIUF] • Sally Beauty [SBH] • Ulta Beauty [ULTA] |
Role of Market Data
The performance peer group used to assess relative TSR performance under the Company’s PSU program was identical to the compensation peer group. However, Foot Locker and Parkland were ultimately removed from the performance peer group during 2025 as both companies were acquired during the performance period. In addition to comparator company information, the Committee uses several industry compensation surveys to determine competitive market pay levels for the NEOs. Base salaries and total target direct compensation for the Company’s NEOs were compared to the median of the market data to determine whether the Company’s compensation practices were in alignment with market pay levels. When making compensation-related decisions, the Committee aims to set compensation levels for executive officers based on a deliberate review of market compensation for a particular position as well as each individual’s possession of a unique skill or knowledge set, proven leadership capabilities or experience and Company performance. Based on such factors, the Committee may determine with respect to one or more individuals that it is appropriate for compensation to meet, exceed, or fall below the median of the market data for a particular compensation element or total compensation.
Elements of Compensation
The majority of our NEO compensation is performance-based and is issued in the form of annual and long-term incentives. Individuals in a position to influence the growth of stockholder value have larger portions of their total compensation delivered in the form of equity-based long-term incentives. The target mix of the elements of the compensation program for the CEO and other NEOs is shown in the following charts which outline the size, in percentage terms, of each element of target compensation.
Annual Incentive Plan
Annual Incentive Plan We provide annual incentives for our executive officers through our Murphy USA Inc. 2019 Annual Incentive Plan, as amended and restated (the “AIP”). The primary objective of the AIP is to align corporate and individual goals with stockholder interests and Company strategy and to reward employees for their performance relative to those goals. Murphy USA targets the median of market pay levels for target annual incentive compensation. The actual bonus earned by executives may be above or below the median of market pay levels based on actual Murphy USA performance. The Committee reviews market data annually with respect to competitive pay levels and sets specific bonus opportunities for each of our NEOs. No adjustments were made to the NEOs' annual bonus targets for 2025. The following table shows target bonuses as a percentage of base salary for each of the NEOs in 2025:
Annual Incentive Plan
| NAME | TITLE | TARGET BONUS AS A % OF SALARY | | R. Andrew Clyde | CEO | 150 | | Mindy K. West | President & COO | 100 | | Donald R. Smith, Jr.(1) | Interim CFO; VP, CAO & Treasurer | 50 | | Chris A. Click | EVP Strategy, Growth & Innovation | 75 | | Renee M. Bacon | SVP S&O & CMO | 70 | | C. Galagher Jeff | Former EVP & CFO | 75 |
Annual Incentive Plan
(1)Reflects 2025 target bonus for Mr. Smith in his role as VP, CAO & Treasurer. Mr. Smith did not receive a target bonus increase in connection with his appointment as the Company's Interim CFO. Each NEO’s actual AIP bonus payment is determined by multiplying their target bonus amount by the corporate performance weighted performance score, as described below. The Committee has the authority to exercise negative discretion to reduce an NEO’s bonus payout based on subjective individual criteria to determine the final payout amount. The NEO’s actual AIP bonus payment may not exceed 200% of their target amount. 2025 Corporate Performance For 2025, the AIP metrics for the Company consisted of Adjusted EBITDA, Fuel Volume, Fuel Contribution, Merchandise Contribution, and profitability as measured by Coverage Ratio. The Committee believes the combination of these metrics reflected the overall key goals and objectives for the Company for 2025.
Annual Incentive Plan
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 35 |
Annual Incentive Plan
The Company exceeded the maximum performance level for the Coverage Ratio metric. Merchandise Contribution performance was above target but below the maximum threshold. Adjusted EBITDA results were between the minimum and target performance levels. For both Fuel Volume and Fuel Contribution, the Company’s performance was below the minimum threshold. The following table summarizes the AIP performance metrics and corresponding weightings used in determining annual incentive award payouts for our NEOs and the weighted performance scores for each based on actual performance during 2025:
Annual Incentive Plan
| METRIC | WEIGHTING (%) | THRESHOLD (50% PAYOUT) | TARGET (100% PAYOUT) | MAXIMUM (200% PAYOUT) | ACTUAL | PAYOUT% OF TARGET (%) | WEIGHTED PERFORMANCE SCORE (%) | | Adjusted EBITDA ($MM)(1) | 40 | 1,000.0 | 1,060.0 | 1,130.0 | 1,019.4 | 66.2 | 26.5 | | Fuel Volume (K-gal APSM)(2) | 20 | 240.0 | 242.5 | 245.0 | 235.8 | — | — | | Fuel Contribution ($MM)(3) | 10 | 1,511.0 | 1,580.0 | 1,644.0 | 1,488.7 | — | — | | Merchandise Contribution ($MM)(4) | 15 | 855.0 | 865.0 | 875.0 | 869.0 | 139.6 | 20.9 | | Coverage Ratio (%)(5) | 15 | 89.2 | 91.3 | 93.4 | 95.8 | 200.0 | 30.0 | | Total | 100 | | | | | | 77.4 |
Annual Incentive Plan
(1)Adjusted EBITDA is computed by adding net income (loss) plus net interest expense, plus income tax expense, depreciation and amortization, and Adjusted EBITDA adds back (i) other non-cash items (e.g., impairment of properties, restructuring expense, and accretion of asset retirement obligations) and (ii) other items that management does not consider to be meaningful in assessing our operating performance (e.g., (income/loss) from discontinued operations, net settlement proceeds, (gain) loss on sale of assets, transaction and integration costs related to acquisitions and other non-operating (income) expense). Please refer to the reconciliation in Appendix A. (2)Thousands of gallons average per store month (APSM) for all stores in full month of operation. (3)Fuel Contribution means the overall profit (margin) made on fuel volume sold after applicable expenses are paid and is calculated (i)(A) petroleum product sales plus (B) RINs and other, less (ii) petroleum product cost of goods sold. (4)Merchandise Contribution means the overall profit (margin) made on merchandise sales after applicable cost of goods sold. (5)Coverage Ratio is computed by dividing Merchandise Contribution by OpEx plus allocated G&A and other expenses. Individual Performance In addition to the corporate performance component for 2025, the AIP permitted the Committee to exercise its discretion to adjust an NEO’s award based on the Committee’s subjective review of his or her performance relative to the achievement of the metrics outlined above, business plan execution and other qualitative results. We believe that it is important to include this component in our AIP in order to take into account NEO performance that, in the Committee’s opinion, justifies an adjustment in the amount otherwise payable to a NEO based on objective corporate performance. Overall, amounts earned under the AIP cannot exceed 200% of target. In 2025, the Committee believed that our NEOs’ individual performance was appropriately reflected in our corporate performance results. Thus, the Committee opted not to make any adjustments to the awards earned by our NEOs and payable under the AIP based on our corporate performance. Overall Performance and Payouts After certifying the results relative to our performance metrics and considering each individual’s contributions throughout the year, the Committee approved the following payments for our NEOs for 2025:
Annual Incentive Plan
| NAME(1) | BONUS TARGET ($) | AIP % ACHIEVED | ACTUAL BONUS ($) | | R. Andrew Clyde | 2,047,501 | 77.4 | 1,584,766 | | Mindy K. West | 836,154 | 77.4 | 647,184 | | Donald R. Smith, Jr. | 205,577 | 77.4 | 159,117 | | Chris A. Click | 444,231 | 77.4 | 343,835 | | Renee M. Bacon | 365,347 | 77.4 | 282,778 |
Annual Incentive Plan
(1)In connection with his departure from the Company during 2025, Mr. Jeff did not receive an annual bonus for fiscal year 2025.
Annual Incentive Plan
| PAGE 36 | |
Annual Incentive Plan
| COMPENSATION DISCUSSION AND ANALYSIS | LONG-TERM INCENTIVE COMPENSATION |
Long-Term Incentive Compensation
Long-Term Incentive Compensation In 2025, we provided share based, long-term incentive compensation to our executive officers through our stockholder-approved Murphy USA Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”). Long-term incentive levels for Murphy USA’s officers are targeted at the median of competitive market pay levels. The program provides for a variety of stock and share-based awards, including stock options and RSUs, each of which vests over a three-year period, as well as PSUs that are earned based on the Company’s achievement of two equally-weighted objective performance goals over a three-year period. We believe that these awards create a powerful link between the creation of stockholder value and executive pay delivered. In addition, we believe that the balance between absolute and relative performance achieved through the use of stock options, return on average capital employed ROACE-based PSUs and relative TSR-based PSUs is appropriate and complement the performance measures we utilize under our AIP. In order for executives to fully realize their targeted opportunities, Murphy USA must both successfully achieve its long-term goals and outperform its peers. For information regarding the Company's equity grant timing practices, please see page 55. Effective with awards granted in 2023, outstanding equity awards will vest on a modified “double-trigger basis” in the event of a change-in-control, meaning equity awards will only accelerate in the event the award recipient experiences a qualifying termination within two years of a change-in-control or if the acquiring entity fails to assume or substitute such awards.
Long-Term Incentive Compensation
| | STOCK OPTIONS | RESTRICTED STOCK UNITS | PERFORMANCE STOCK UNITS | | Weighting | 25% | 25% | 50% | | Objectives | • Provide a direct link between executive officer compensation & the value delivered to stockholders | •Drive behaviors to create value for stockholders by linking executive compensation to stock price performance • Encourage retention | • Align executives’ interests with the interests of stockholders • Reinforce the critical objective of building stockholder value over the long term •Focus management attention upon the execution of the long-term business strategy | | Performance Conditions | •Stock options are inherently performance-based, as option holders only realize benefits if the value of our stock increases following the grant date | •RSUs are inherently aligned with the interests of our stockholders because their ultimate value is directly linked to future appreciation in our share price | •50% - ROACE •50% - TSR relative to our performance peer group | | Term | •Seven years | •Three years | •Three years | | Vesting | •Vest in two equal installments on the second & third anniversaries of the grant date | •Cliff vest on the third anniversary of the grant date | •Cliff vest after three years upon certification of results | | Payout | • Upon exercise, participant acquires net common shares at the previously defined exercise price | •Participant acquires unrestricted shares of common stock upon vesting | • Payment made in unrestricted shares of common stock at the end of three years upon approval of performance results by the Committee •Payouts at 50% of target for threshold level of performance • Maximum payouts capped at 200% of target | | Dividends | • N/A | • Dividend equivalent units are accumulated during the three-year vesting period & pay out only if the underlying RSUs vest | •Dividend equivalent units are accumulated during the performance period & pay out only to the extent that the underlying PSUs vest & are earned |
Long-Term Incentive Compensation
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 37 |
Long-Term Incentive Compensation
| COMPENSATION DISCUSSION AND ANALYSIS | EMPLOYEE BENEFITS AND PERQUISITES |
Long-Term Incentive Compensation
Performance Stock Units Vesting for 50% of the PSUs granted in 2025 will be based on Murphy USA’s TSR performance between 2025 and 2027 relative to the Company’s performance peer group (which is the same as the compensation peer group on page 32 with the exception of Foot Locker and Parkland which were removed from the group following their acquisitions during 2025). The Committee considers relative TSR an appropriate metric as it aligns the pay for our officers to the appreciation (or reduction) our stockholders receive in their investment in Murphy USA. TSR achievement and corresponding payout levels are as follows:
Long-Term Incentive Compensation
| ACHIEVEMENT LEVEL | PERCENTILE RANK RELATIVE TO PEERS | PAYOUT % OF TARGET(1) | | Maximum | ≥75th | 200 | | Target | 50th | 100 | | Threshold | 25th | 50 | | Below Threshold | <25th | 0 |
Long-Term Incentive Compensation
(1)Payout will be interpolated on a linear basis for performance between levels of achievement. Vesting for the remaining 50% of the PSUs granted in 2025 will be based on Murphy USA’s three-year average ROACE performance between 2025 and 2027 as compared to the Company’s three-year ROACE target set by the Committee at the beginning of the performance period. Earned Amounts of 2023 to 2025 Annual PSUs In February 2026, the Committee certified the performance results for the 2023 PSUs for the three-year performance period that ended December 31, 2025. Under the provisions of these awards, the PSUs were subject to two equally-weighted metrics, ROACE and TSR relative to our peer group. As a result of the Company’s strong performance, the PSUs were earned at 165.3% of target. The following table summarizes the performance metrics and corresponding weightings used in determining the number of PSUs earned and the weighted performance scores for each based on actual performance during the three-year period:
Long-Term Incentive Compensation
| METRIC | WEIGHTING (%) | THRESHOLD (50% PAYOUT) | TARGET (100% PAYOUT) | MAXIMUM (200% PAYOUT) | ACTUAL | PAYOUT % OF TARGET (%) | WEIGHTED PERFORMANCE SCORE (%) | | ROACE (%) | 50 | 19.8 | 23.1 | 24.8 | 23.6 | 130.6 | 65.3 | | Relative TSR (Percentile Rank) | 50 | 25ᵗʰ | 50ᵗʰ | 75ᵗʰ | 80.0 | 200.0 | 100.0 | | Total | 100 | | | | | | 165.3% |
Other Policies
Other Policies CEO Severance and Change-in-Control Protection The Company has not entered into any employment, CIC or termination agreements with its NEOs, other than with the CEO. In connection with her promotion to CEO and consistent with the Company's practice for its CEO, effective January 1, 2026, the Company entered into a Severance Protection Agreement (the “SPA”) with Ms. West. The SPA provides Ms. West with certain severance benefits if her employment is terminated under certain circumstances within 24 months following a CIC. If Ms. West’s employment is terminated by Murphy USA “without cause” or by Ms. West for “good reason” within this 24-month window following a CIC (in each case, as defined in the SPA), Ms. West will be entitled to her earned but unpaid compensation, a lump-sum severance payment equal to two times the sum of her base salary (or if greater, the highest rate in effect at any time during the 90-day period before the change-in-control) and target annual bonus, and continued life, accident and health insurance benefits for 24 months following her termination. Ms. West will not be entitled to any “golden parachute” excise tax gross-up payments. The SPA provides for an excise tax cut back to reduce payments to a level such that the excise tax under Sections 280G and 4999 of the IRC will not apply (unless Ms. West would receive a greater amount of severance benefits on an after-tax basis without a cutback, in which case the cutback would not apply). Pursuant to the SPA, Ms. West will be subject to a confidentiality covenant and non-solicitation and non-competition restrictive covenants for 12 months following any such termination. The Company was previously a party to an SPA with Mr. Clyde in connection with his former role as CEO, which was inherited by Murphy USA in connection with the Spin-Off from prior parent Murphy Oil. In connection with his retirement from the position of President and CEO, Mr. Clyde will not receive any benefits under the SPA. Clyde Transition and Advisory Services Agreement In order to ensure a smooth and orderly transition of his duties to Ms. West, the Company entered into a Transition and Advisory Services Agreement (the "Transition Agreement") with Mr. Clyde. Under the Transition Agreement, Mr. Clyde continued employment with Murphy USA as a non-executive employee through February 28, 2026 (the "Transition Date"), and will continue to serve as a non-employee advisor to the Company from the Transition Date through February 28, 2027 (the "Advisory Services Period"). As a non-executive employee, Mr. Clyde continued to receive his annual base salary and employee benefits through the Transition Date. During the Advisory Services Period, Mr. Clyde will receive a consulting fee equal to his annual base salary rate as in effect as of his retirement date payable in monthly installments. As a non-executive employee, Mr. Clyde is not eligible to receive any additional equity awards nor is he eligible to participate in the 2026 AIP. Mr. Clyde's outstanding equity incentive awards will be treated in accordance with their existing terms. In addition, under the terms of Mr. Clyde’s Transition Agreement, Mr. Clyde will be subject to non-competition and non-solicitation restrictions during the 18-month period following the date of his transition to the advisor role and perpetual confidentiality restrictions. "Double-Trigger" Equity Acceleration Effective with awards granted in 2023 under the 2023 Plan, in the event of a CIC, outstanding equity awards which are assumed or replaced by the acquiring entity will vest in the event the award recipient experiences a qualifying termination within two years of a CIC or if the acquiring entity fails to assume or substitute such awards (commonly referred to as a modified "double-trigger" basis). For awards granted prior to 2023, under the terms of the 2013 Long-Term Incentive Plan, as amended and restated effective as of February 9, 2017, unless otherwise set forth in an applicable award agreement, in the event of a CIC, all outstanding equity awards will vest, become immediately exercisable or payable and have all restrictions lifted. Any performance-based awards will be paid assuming the target level of performance.
Other Policies
Jeff Separation Agreement In connection with his departure from the Company in 2025, Mr. Jeff entered into a separation agreement which provided for payment of his accrued benefits in exchange for a release of claims in favor of the Company. Pursuant to his separation agreement, Mr. Jeff is subject to perpetual confidentiality and non-disparagement covenants and non-solicitation covenants for two years following his separation. All unvested equity awards held by Mr. Jeff were forfeited pursuant to their terms. Stock Ownership Guidelines To further align the interests of our officers with those of our stockholders, the Board expects all officers to display confidence in the Company through the ownership of a significant amount of our stock. Under these guidelines as set forth in the Company’s Corporate Governance Guidelines, officers, including our NEOs, are expected to hold Murphy USA common stock having a value that is equivalent to a multiple of each officer’s annualized base salary within five years of assuming their position or, in some cases, a shorter period of time as determined by the Executive Compensation Committee. The targeted multiples vary among the executives depending upon their position: •CEO: 5x annual salary •EVPs: 3x annual salary •SVPs: 2x annual salary •VPs: 1x annual salary Because the stock ownership guidelines are a multiple of each officer’s annualized salary, the value that must be maintained will increase proportionally with salary increases. Officers are expected to achieve targets within five years of assuming their positions. Shares owned directly by the officers, including shares underlying RSUs, those owned indirectly, assuming the officer has an economic interest in the shares, and shares held through our employee benefit plans, including the Savings Plan and deferred compensation plan for executives, are included in calculating ownership levels. Shares underlying stock options and unearned PSUs do not count toward the ownership guidelines. At December 31, 2025, all of our NEOs had met or were on track to comply with these stock ownership guidelines within the applicable five-year period. Likewise, each non-employee director of our Board is expected to achieve ownership of at least three times their annual cash retainer within five years of service as discussed in the Non-Employee Director Stock Ownership Guidelines and Pledging section of this Proxy Statement on page 20. At December 31, 2025, all of our directors had met or were on track to comply with these stock ownership guidelines within the applicable five-year period. The Committee will periodically assess these guidelines, monitor director and executive officer ownership levels relative to these guidelines and make recommendations as appropriate. Pledging Policy A director or executive officer may not pledge Company securities, including by purchasing Company securities on margin or holding Company securities in a margin account, until he or she has achieved the applicable stock ownership target specified in the Corporate Governance Guidelines. Once such stock ownership target has been achieved, such director or executive officer is permitted to pledge Company securities in compliance with applicable law, so long as all stock owned to satisfy the applicable stock ownership target remains unpledged. Any pledging of shares must be disclosed to the Corporate Secretary and to the Board in advance of such pledging. All of our directors and executive officers are in compliance with our pledging policy. Prohibition on Hedging To ensure that Murphy USA directors and executive officers, including our NEOs, bear the full risks of Murphy USA common stock ownership, the Company has adopted a policy that prohibits all directors, officers and employees from entering into hedging transactions that are designed to hedge or speculate on any change in the market value of the Company’s securities. Recoupment and Clawback Policy In August 2023, the Board adopted a Dodd-Frank Act mandated compensation recovery, or "clawback," policy, providing for the recovery of applicable incentive-based compensation from current and former Section 16 officers of the Company in the event the Company is required to restate its financial results due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws as required by the Dodd-Frank Act and corresponding New York Stock Exchange listing standards. In addition, our officers are subject to our Supplemental Compensation Recoupment Policy and recoupment provisions in the AIP, 2013 Long-Term
Other Policies
| COMPENSATION DISCUSSION AND ANALYSIS | ROLE OF THE COMPENSATION CONSULTANT |
Role of the Compensation Consultant
Role of the Compensation Consultant The Committee has retained Mercer (US) LLC (“Mercer”) as its independent compensation consultant. Mercer provides executive and director compensation consulting services to the Committee, regularly attends Committee meetings, reports directly to the Committee on matters relating to compensation for our NEOs and participates in executive sessions without management present. Mercer provides advice and analyses to the Committee on the design and level of executive and director compensation. In connection with their services to the Committee, Mercer works with executive management and the corporate human resources team as directed by the Committee to formalize proposals for the Committee. The Committee has assessed the independence of Mercer pursuant to SEC rules and concluded that Mercer’s work for the Committee does not raise any conflicts of interest.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS(3) ($) | OPTION AWARDS(4) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(5) ($) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(6) ($) | ALL OTHER COMPENSATION(7) ($) | TOTAL ($) | | R. Andrew Clyde(1) CEO | 2025 | 1,365,001 | — | 6,386,072 | 1,879,654 | 1,584,766 | — | 546,608 | 11,762,101 | | | 2024 | 1,255,614 | — | 6,425,135 | 1,914,913 | 1,018,931 | — | 462,583 | 11,077,176 | | | 2023 | 1,268,963 | — | 4,928,555 | 1,531,569 | 2,430,808 | — | 398,234 | 10,558,129 | | Mindy K. West(1) President & COO | 2025 | 836,154 | — | 2,073,400 | 616,280 | 647,184 | 53,148 | 199,687 | 4,425,853 | | | 2024 | 760,385 | — | 1,896,860 | 564,018 | 401,225 | — | 233,773 | 3,856,261 | | | 2023 | 747,917 | — | 1,071,425 | 336,414 | 816,277 | 66,737 | 204,725 | 3,243,495 | | Donald R. Smith Jr.(2) Interim CFO; VP, CAO & Treasurer | 2025 | 411,154 | — | 331,744 | 92,442 | 159,117 | 758 | 94,304 | 1,089,519 | | Chris A. Click EVP Strategy, Growth & Innovation | 2025 | 592,308 | — | 829,360 | 231,105 | 343,835 | — | 112,936 | 2,109,544 | | | 2024 | 515,161 | — | 745,195 | 228,293 | 206,908 | — | 103,974 | 1,799,531 | | | 2023 | 466,667 | — | 471,427 | 150,501 | 419,440 | — | 87,952 | 1,595,987 | | Renee M. Bacon SVP S&O & CMO | 2025 | 521,924 | — | 580,552 | 169,477 | 282,778 | — | 130,035 | 1,684,766 | | | 2024 | 483,587 | — | 608,697 | 174,083 | 183,135 | — | 118,256 | 1,567,758 | | | 2023 | 482,917 | — | 514,284 | 150,501 | 434,046 | — | 109,616 | 1,691,364 | | C. Galagher Jeff(2) Former EVP & CFO | 2025 | 597,933(8) | — | 912,296 | 261,919 | — | — | 38,140 | 1,810,288 | | | 2024 | 476,539 | 420,000(9) | 804,563 | 227,520 | 193,356 | — | 150,351 | 2,272,329 |
2025 Summary Compensation Table
(1)Effective December 31, 2025, Mr. Clyde retired as the Company’s CEO and from the Board of Directors. Effective October 23, 2025, Ms. West, the Company's EVP and COO, was appointed to also serve as the Company's President and, effective January 1, 2026, was appointed as the Company’s CEO and a member of the Board of Directors. In connection with her appointment to President of the Company, Ms. West's salary was increased from $830,000 to $900,000. (2)Mr. Jeff departed the Company effective October 14, 2025 and, effective as of such date, Mr. Smith, the Company's VP, CAO and Treasurer was appointed to also serve as the Company's interim CFO. (3)The amounts shown represent the grant-date fair value of both PSU, RSU and dividend equivalent unit awards granted in 2023, 2024 and 2025 as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, as more fully described in the Incentive Plans footnote to the consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2023, December 31, 2024, and December 31, 2025. Amounts shown relating to PSUs and related dividend equivalent units were calculated based on the probable outcome of performance conditions as of the grant date, which was the target level, computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. For the 2025 grant, if the maximum payout were shown for the PSUs and related dividend equivalent units, the expense amounts that would be recognized would be: $6,386,072 for Mr. Clyde, $2,073,400 for Ms. West, $331,744 for Mr. Smith, $829,360 for Mr. Click, $580,552 for Ms. Bacon, and $912,296 for Mr. Jeff, although the value of the actual payout to the NEO would depend on the stock price at the time of the payout. If the minimum payout were used, the amounts for PSUs and related dividend equivalent units would be reduced to zero. The RSUs and related dividend equivalent units generally vest three years from the date of grant of the RSUs. The PSUs and related dividend equivalent units vest three years from the date of grant of the PSUs based on the Company’s performance relative to two equally-weighted metrics, ROACE and TSR relative to its peers. There is no assurance that the value realized by the NEO will be at or near the value included in the table. (4)The amounts shown represent the grant-date fair value as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, as more fully described in the Incentive Plans footnote to our consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2023, December 31, 2024, and December 31, 2025. Options granted generally vest in two equal installments on the second and third anniversaries of the grant date. The options are exercisable for a period of seven years from the date of grant. The actual value, if any, an executive may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised. There is no assurance that the value realized by each NEO will be at or near the value disclosed. (5)Amounts shown for 2025 reflect payments under our AIP, which were paid in March 2026. Amounts shown for 2024 reflect payments under our AIP, which were paid in March 2025. Amounts shown for 2023 reflect payments under our AIP, which were paid in March 2024. (6)The amounts shown in this column reflect for Ms. West and Mr. Smith the annual change in accumulated benefits under their accounts in the Murphy Oil Supplemental Executive Retirement Plan (“Murphy Oil SERP”), liability for which was assumed by Murphy USA in connection with the Spin-Off. See Pension Benefits Table included on page 47 in this Proxy Statement for more information. There are no deferred compensation earnings reported in this column, as the Company’s non-qualified deferred compensation plans do not provide above-market or preferential earnings. See the 2025 Non-qualified Deferred Compensation Table included on page 48 in this Proxy Statement for more information. Where the annual change in accumulated benefits was negative, it was excluded from this column and from the Summary Compensation Table Total column.
2025 Summary Compensation Table
| PAGE 42 | |
2025 Summary Compensation Table
| EXECUTIVE COMPENSATION | 2025 SUMMARY COMPENSATION TABLE |
2025 Summary Compensation Table
(7)We offer limited perquisites to our NEOs which, together with Company contributions to our qualified savings and nonqualified defined contribution plans, comprise the All Other Compensation column. In 2025, the total amounts were as follows:
2025 Summary Compensation Table
| NAME | TOTAL CONTRIBUTION TO DC PLANS(a) ($) | TERM LIFE(b) ($) | OTHER(c) ($) | | R. Andrew Clyde | 413,536 | 636 | 132,436 | | Mindy K. West | 189,936 | 636 | 9,115 | | Donald R. Smith, Jr. | 67,279 | 636 | 26,389 | | Chris A. Click | 100,961 | 636 | 11,339 | | Renee M. Bacon | 95,492 | 636 | 33,907 | | C. Galagher Jeff | 32,126 | 514 | 5,500 |
2025 Summary Compensation Table
(a)Company contributions to qualified and nonqualified defined contribution plans. (b)Benefit attributable to Company-provided term life insurance policy. (c)Amounts reported in this column for 2025 for our NEOs reflect the following: (A) for Mr. Clyde, the amount shown includes (i) $96,221 for personal use of corporate aircraft based on the aggregate incremental cost to the Company (as described below), (ii) $35,200 of Company contributions made on his behalf to charitable organizations under the Company’s gift matching program, and (iii) supplemental insurance premiums; (B) for Mr. Smith, the amount shown includes (i) $14,188 of financial services assistance (inclusive of tax equalization payments relating thereto), (ii) $6,841 of Company contributions made on his behalf to charitable organizations under the Company’s gift matching program, (iii) $4,345 of Company paid country club membership fees (inclusive of tax equalization payments relating thereto) and (iv) supplemental insurance premiums; (C) for Mr. Click, the amount shown includes (i) $4,603 relating to the cost of an annual executive physical, (ii) $5,720 of Company contributions made on his behalf to charitable organizations under the Company’s gift matching program, and (iii) supplemental insurance premiums; and (D) for Ms. Bacon, the amount shown includes (i) $23,550 of Company contributions made on her behalf to charitable organizations under the Company’s gift matching program, (ii) $5,000 for the value associated with personal use of a company vehicle, (iii) $4,342 relating to the cost of an annual executive physical and (iv) supplemental insurance premiums. The aggregate incremental cost to the Company relating to personal use of the corporate aircraft is calculated by multiplying, for each trip, the statutory miles times the 12-month average direct cost per statutory mile for the airplane used. The direct costs utilized in the calculation include: travel expenses for the aviation crew, communications expenses, landing fees, fuel and lubrication, contract maintenance and repairs, and the provision allocated for the overhaul of the engines. (8)The amount of Mr. Jeff's base salary for 2025 includes the payment of Mr. Jeff's accrued but unused vacation in the amount of $62,500 in connection with his departure during 2025. (9)The amount reported represents a one-time cash bonus in the amount of $420,000, intended as "make whole" compensation for the estimated value of cash compensation that Mr. Jeff forfeited in connection with his departure from his prior employer.
2025 Summary Compensation Table
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 43 |
2025 Summary Compensation Table
| EXECUTIVE COMPENSATION | GRANTS OF PLAN-BASED AWARDS IN 2025 |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table provides information regarding both equity and non-equity incentive plan awards granted to each NEO during 2025. All awards are described in more detail in the Compensation Discussion and Analysis section beginning on page 27 in this Proxy Statement.
Grants of Plan-Based Awards in 2025
| | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | GRANT- DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | R. Andrew Clyde | | 1,023,751 | 2,047,501 | 4,095,002 | | | | | | | | | | 02/12/25 | | | | 3,850 | 7,700 | 15,400 | | | | 4,491,025 | | | 02/12/25 | | | | | | | 3,850 | | | 1,895,047 | | | 02/12/25 | | | | | | | | 12,200 | 492.22 | 1,879,654 | | Mindy K. West | | 418,077 | 836,154 | 1,672,308 | | | | | | | | | | 02/12/25 | | | | 1,250 | 2,500 | 5,000 | | | | 1,458,125 | | | 02/12/25 | | | | | | | 1,250 | | | 615,275 | | | 02/12/25 | | | | | | | | 4,000 | 492.22 | 616,280 | | Donald R. Smith, Jr. | | 102,789 | 205,577 | 411,154 | | | | | | | | | | 02/12/25 | | | | 200 | 400 | 800 | | | | 233,300 | | | 02/12/25 | | | | | | | 200 | | | 98,444 | | | 02/12/25 | | | | | | | | 600 | 492.22 | 92,442 | | Chris A. Click | | 222,116 | 444,231 | 888,462 | | | | | | | | | | 02/12/25 | | | | 500 | 1,000 | 2,000 | | | | 583,250 | | | 02/12/25 | | | | | | | 500 | | | 246,110 | | | 02/12/25 | | | | | | | | 1,500 | 492.22 | 231,105 | | Renee M. Bacon | | 182,674 | 365,347 | 730,694 | | | | | | | | | | 02/12/25 | | | | 350 | 700 | 1,400 | | | | 408,275 | | | 02/12/25 | | | | | | | 350 | | | 172,277 | | | 02/12/25 | | | | | | | | 1,100 | 492.22 | 169,477 | | C. Galagher Jeff | | 200,788 | 401,575 | 803,150 | | | | | | | | | | 02/12/25 | | | | 550 | 1,100 | 2,200 | | | | 641,575 | | | 02/12/25 | | | | | | | 550 | | | 270,721 | | | 02/12/25 | | | | | | | | 1,700 | 492.22 | 261,919 |
Grants of Plan-Based Awards in 2025
(1)Threshold and maximum awards are based on the provisions in our AIP. Actual awards earned can range from 0 to 200 percent of the target awards. The Committee retains the authority to make awards under the program and to use its judgment in adjusting awards downward. Actual payouts for 2025 are reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” included in this Proxy Statement. (2)Threshold and maximum awards are based on the provisions of the PSU award agreements. Actual PSU awards earned can range from 0 to 200 percent of the target awards. (3)Amounts reflect time-based RSUs, which generally cliff-vest three years after their grant date. (4)The amounts in this column in respect of the RSUs, PSUs and stock option awards reflect their aggregate grant-date fair values, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The amounts in this column in respect of the PSUs were calculated based on the probable outcome of the performance condition as of the grant date, which is at the target level, in accordance with FASB ASC Topic 718. For option awards, these amounts represent the grant-date fair value of the option awards using a Black-Scholes-Merton based methodology. The actual value realized by each NEO for these annual equity awards depends on market prices at the time of exercise. There is no assurance that the value realized by each NEO will be at or near the value included in the table. Assumptions used in the calculation of these amounts are more fully described in the Incentive Plans footnote to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Grants of Plan-Based Awards in 2025
| PAGE 44 | |
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025 The following table illustrates outstanding Murphy USA annual equity awards (stock options, RSUs and PSUs) for each NEO as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End 2025
| | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME(1) | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(2) (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION (MM/DD/YY) DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(4) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(5) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) ($) | | R. Andrew Clyde(7) | 02/05/20 | 35,600 | — | 106.72 | 02/05/27 | | | | | | | 02/10/21 | 36,600 | — | 126.00 | 02/10/28 | | | | | | | 02/09/22 | 25,900 | — | 181.18 | 02/09/29 | | | | | | | 02/08/23 | 8,650 | 8,650 | 263.48 | 02/08/30 | | | | | | | 02/14/24 | — | 14,300 | 391.54 | 02/14/31 | | | | | | | 02/12/25 | — | 12,200 | 492.22 | 02/12/32 | | | | | | | 02/08/23 | | | | | 5,833 | 2,353,732 | | | | | 02/14/24 | | | | | 4,795 | 1,934,878 | | | | | 02/12/25 | | | | | 3,871 | 1,562,026 | | | | | 02/08/23 | | | | | 19,282(6) | 7,780,673 | | | | | 02/14/24 | | | | | | | 19,180 | 7,739,514 | | | 02/12/25 | | | | | | | 15,484 | 6,248,104 | | Mindy K. West | 02/06/19 | 8,000 | — | 76.15 | 02/06/26 | | | | | | | 02/05/20 | 9,200 | — | 106.72 | 02/05/27 | | | | | | | 02/10/21 | 9,100 | — | 126.00 | 02/10/28 | | | | | | | 02/09/22 | 5,600 | — | 181.18 | 02/09/29 | | | | | | | 02/08/23 | 1,900 | 1,900 | 263.48 | 02/08/30 | | | | | | | 02/15/24 | — | 4,200 | 392.66 | 02/15/31 | | | | | | | 02/12/25 | — | 4,000 | 492.22 | 02/12/32 | | | | | | | 02/08/23 | | | | | 1,269 | 512,067 | | | | | 02/14/24 | | | | | 1,414 | 570,577 | | | | | 02/12/25 | | | | | 1,257 | 507,225 | | | | | 02/08/23 | | | | | 4,191(6) | 1,691,152 | | | | | 02/14/24 | | | | | | | 5,656 | 2,282,309 | | | 02/12/25 | | | | | | | 5,028 | 2,028,899 | | Donald R. Smith, Jr. | 02/10/21 | 2,000 | — | 126.00 | 02/10/28 | | | | | | | 02/09/22 | 1,200 | — | 181.18 | 02/09/29 | | | | | | | 02/08/23 | 450 | 450 | 263.48 | 02/08/30 | | | | | | | 02/14/24 | — | 800 | 391.54 | 02/14/31 | | | | | | | 02/12/25 | — | 600 | 492.22 | 02/12/32 | | | | | | | 02/08/23 | | | | | 305 | 123,074 | | | | | 02/14/24 | | | | | 253 | 102,091 | | | | | 02/12/25 | | | | | 202 | 81,511 | | | | | 02/08/23 | | | | | 1,005(6) | 405,538 | | | | | 02/14/24 | | | | | | | 1,012 | 408,362 | | | 02/12/25 | | | | | | | 808 | 326,044 |
Outstanding Equity Awards at Fiscal Year End 2025
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 45 |
Outstanding Equity Awards at Fiscal Year End 2025
| | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME(1) | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(2) (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION (MM/DD/YY) DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(4) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(5) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) ($) | | Chris A. Click | 02/09/22 | 1,200 | — | 181.18 | 02/09/29 | | | | | | | 02/08/23 | 850 | 850 | 263.48 | 02/08/30 | | | | | | | 02/15/24 | — | 1,700 | 392.66 | 02/15/31 | | | | | | | 02/12/25 | — | 1,500 | 492.22 | 02/12/32 | | | | | | | 02/08/23 | | | | | 558 | 225,164 | | | | | 02/15/24 | | | | | 556 | 224,357 | | | | | 02/12/25 | | | | | 503 | 202,971 | | | | | 02/08/23 | | | | | 1,843(6) | 743,687 | | | | | 02/15/24 | | | | | | | 2,224 | 897,428 | | | 02/12/25 | | | | | | | 2,012 | 811,882 | | Renee M. Bacon | 02/09/22 | 2,600 | — | 181.18 | 02/09/29 | | | | | | | 02/08/23 | 850 | 850 | 263.48 | 02/08/30 | | | | | | | 02/14/24 | — | 1,300 | 391.54 | 02/14/31 | | | | | | | 02/12/25 | — | 1,100 | 492.22 | 02/12/32 | | | | | | | 02/08/23 | | | | | 609 | 245,744 | | | | | 02/14/24 | | | | | 455 | 183,602 | | | | | 02/12/25 | | | | | 352 | 142,039 | | | | | 02/08/23 | | | | | 2,011(6) | 811,479 | | | | | 02/14/24 | | | | | | | 1,820 | 734,406 | | | 02/12/25 | | | | | | | 1,408 | 568,156 |
Outstanding Equity Awards at Fiscal Year End 2025
(1)In connection with Mr. Jeff's departure from the Company, effective as of October 14, 2025, all of his outstanding equity awards were forfeited in accordance with their terms, and thus, Mr. Jeff did not hold any outstanding equity awards as of December 31, 2025. (2)Stock options vest 50 percent on the two-year anniversary of the original grant date with the remaining 50 percent vesting on the three-year anniversary of the original grant date. All options expire seven years after the original grant date. (3)RSUs generally vest on the three-year anniversary of the date on which they were originally granted. (4)Value was determined based on a December 31, 2025 closing stock price of $403.52 per share. (5)The amounts shown represent the number of outstanding PSUs that remain subject to performance conditions. These numbers represent PSUs that each NEO would receive assuming the performance conditions are achieved at maximum (200 percent). The actual numbers of PSUs earned at the end of the performance period will be based on Company performance. To the extent earned, these outstanding PSUs will cliff-vest on the three-year anniversary of the grant date once results have been certified. (6)Reflects the number of PSUs determined to be earned for the performance period ended December 31, 2025, which were vested and settled early in 2026. (7)Effective as of December 31, 2025, Mr. Clyde retired as the Company’s CEO and from the Board of Directors. Mr. Clyde's equity incentive awards will be treated in accordance with their existing terms.
Outstanding Equity Awards at Fiscal Year End 2025
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Outstanding Equity Awards at Fiscal Year End 2025
| EXECUTIVE COMPENSATION | OPTION EXERCISES AND STOCK VESTED IN 2025 |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table summarizes the value received by each NEO from stock option exercises and stock grants that vested during 2025.
Option Exercises and Stock Vested in 2025
| | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE(1) ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING(2) ($) | | R. Andrew Clyde | 22,300 | 7,093,184 | 37,011 | 18,027,922 | | Mindy K. West | 4,100 | 1,241,480 | 7,858 | 3,827,607 | | Donald R. Smith, Jr. | — | — | 1,773 | 863,627 | | Chris A. Click | — | — | 3,548 | 1,728,223 | | Renee M. Bacon | — | — | 3,548 | 1,728,223 | | C. Galagher Jeff | — | — | — | — |
Option Exercises and Stock Vested in 2025
(1)The value shown reflects the pre-tax gain realized upon the exercise of options, which is the difference between the fair market value on the date of exercise and the exercise price of the options. (2)The amounts shown in this column reflect the pre-tax gain realized upon vesting of RSUs and PSUs, which is the fair market value of the shares on the date of vesting.
2025 Pension Benefits Table
2025 Pension Benefits Table The following table presents the value of the frozen accrued benefits of the NEOs under the defined benefit portion of the Murphy Oil SERP, liability for which was assumed by Murphy USA in connection with the Spin-Off. Murphy Oil remains responsible for all accrued benefits to our NEOs under the tax-qualified Murphy Oil Retirement Plan.
2025 Pension Benefits Table
| NAME | PLAN NAME(1) | NUMBER OF YEARS OF CREDITED SERVICE(2) (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) | PAYMENTS DURING LAST FISCAL YEAR ($) | | R. Andrew Clyde | — | — | — | — | | Mindy K. West | Murphy USA Supplemental Executive Retirement Plan | 17.247 | 792,083 | — | | Donald R. Smith, Jr. | Murphy USA Supplemental Executive Retirement Plan | 1.997 | 10,958 | — | | Chris A. Click | — | — | — | — | | Renee M. Bacon | — | — | — | — | | C. Galagher Jeff | — | — | — | — |
2025 Pension Benefits Table
(1)Liabilities for benefits accrued for NEOs and other executive employees under the defined contributions portion of the Murphy Oil SERP were transferred to the Murphy USA SERP effective on the date of the Spin-Off and are included in the “2025 Non-Qualified Deferred Compensation Table” that follows. (2)The number of years of credited service reflects the frozen number of years of service credited under the Murphy Oil SERP through the date of the Spin-Off. The accrued benefits presented above are based on a final-average-earnings calculation. Frozen final average earnings which could not be included under a tax-qualified retirement plan were as follows: for Ms. West, $286,153 and for Mr. Smith $41,103. The following assumptions were used in determining the present value amounts at December 31, 2025: •Discount Rate – 5.7% •Mortality Table – Pri-2012 White Collar Amount-Weighted Mortality Table projected generationally with MP-2021 mortality improvement scale •Assumed retirement date at age 62
2025 Pension Benefits Table
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 47 |
2025 Pension Benefits Table
| EXECUTIVE COMPENSATION | 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE |
2025 Non-Qualified Deferred Compensation Table
2025 Non-Qualified Deferred Compensation Table The following table includes the value of the accrued benefits of the NEOs under the defined contribution portion of the Murphy Oil SERP, liability for which was assumed by Murphy USA in connection with the Spin-Off, as well as the benefits accrued by the NEOs under the Murphy USA SERP from the date of the Spin-Off, through December 31, 2025.
2025 Non-Qualified Deferred Compensation Table
| NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR(1) ($) | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR(2) ($) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE(2) ($) | | R. Andrew Clyde | 313,950 | 360,972 | (1,667,809) | — | 12,465,362 | | Mindy K. West | 66,893 | 141,522 | 462,863 | — | 3,065,038 | | Donald R. Smith, Jr. | 24,670 | 20,260 | 22,878 | — | 821,819 | | Chris A. Click | 11,847 | 51,482 | 30,772 | — | 241,290 | | Renee M. Bacon | 31,316 | 48,341 | 272,101 | — | 2,121,350 | | C. Galagher Jeff | 49,975 | 28,641 | 14,933 | — | 115,542 |
2025 Non-Qualified Deferred Compensation Table
(1)The executive contributions in the last fiscal year have been included in the “Salary” column for the NEO in the 2025 Summary Compensation Table. (2)The registrant contributions in the last fiscal year have been included in the “All Other Compensation” for the NEO in the 2025 Summary Compensation Table.
Potential Payments Upon Termination or Termination in Connection with a Change-in-Control
Potential Payments Upon Termination or Termination in Connection with a Change-in-Control The Company does not have employment, CIC or termination agreements with its NEOs other than the SPA with the CEO. Effective with annual equity awards granted in 2023, in the event of a CIC, all outstanding equity awards which are assumed or replaced by the acquiring entity will not vest unless the award recipient also experiences a qualifying termination within two years of a CIC commonly referred to as a "modified double-trigger" basis. However, for awards granted prior to 2023, upon a CIC, all outstanding equity awards shall vest and become immediately exercisable or payable, or have all restrictions lifted that apply to the type of award, with any performance-based awards being paid at the target level of performance. For a description of the SPA with our current CEO, please see page 39 above. "Double-Trigger" Equity Acceleration Pursuant to the terms of the applicable annual equity award agreements, the NEOs are entitled to accelerated vesting of all or a portion of their outstanding annual equity awards in the event of certain qualifying terminations of employment outside the context of a CIC. These termination provisions are consistent with the termination provisions included in annual equity awards with non-NEO award recipients. In the event of an NEO’s involuntary termination without cause, RSUs granted in 2023 or later will accelerate on a pro-rata basis and all other unvested annual equity awards (including options, PSUs and RSUs granted prior to 2023) will be forfeited. In the event of an NEO’s termination due to death or disability, (i) RSUs granted in 2023 or later will accelerate in full and all other unvested RSUs (including those granted prior to 2023) will accelerate on a pro-rata basis, (ii) PSUs will vest on a pro-rata basis, subject to actual performance measured at the end of the applicable performance period, and (iii) stock options granted in 2023 or later will accelerate in full and all other unvested stock options (including unvested stock options granted prior to 2023) will be forfeited. In the event of an NEO’s retirement, then (i) RSUs granted in 2023 or later will accelerate in full so long as such retirement is more than one year from the grant date (or else the award is forfeited), and all other unvested RSUs (including RSUs granted prior to 2023) will accelerate on a pro-rata basis, (ii) PSUs will vest on a pro-rata basis, subject to actual performance measured at the end of the applicable performance period, and (iii) stock options granted in 2023 or later will accelerate in full (so long as such retirement is more than one year from the grant date (or else the award is forfeited)) and all other unvested stock options (including unvested stock options granted prior to 2023) will be forfeited. The Company has no other agreement, contract, plan or arrangement, written or unwritten, that provides for potential payments to any other NEOs upon termination or a CIC.
Potential Payments Upon Termination or Termination in Connection with a Change-in-Control
| PAGE 48 | |
Potential Payments Upon Termination or Termination in Connection with a Change-in-Control
| EXECUTIVE COMPENSATION | | | POTENTIAL PAYMENTS UPON TERMINATION OR TERMINATION IN CONNECTION WITH A CHANGE-IN-CONTROL |
Potential Payments Upon Termination or Termination in Connection with a Change-in-Control
The following table presents estimated amounts that would have been payable to our NEOs if the described event had occurred on December 31, 2025, the last business day of the last fiscal year. Benefits that would be available generally to all salaried employees are not included in the amounts shown.
Potential Payments Upon Termination or Termination in Connection with a Change-in-Control
| NAME(1) | CATEGORY | CHANGE OF CONTROL (NO QUALIFIED TERMINATION) ($) | QUALIFIED TERMINATION WITH A CHANGE OF CONTROL ($) | DEATH OR DISABILITY ($) | RETIREMENT ($) | TERMINATION WITHOUT CAUSE ($) | | R. Andrew Clyde | Severance(2) | — | — | — | — | — | | | Non-Equity Compensation(3) | 1,584,766 | 1,584,766 | 1,584,766 | 1,584,766 | 1,584,766 | | | Unvested & Accelerated(4) | | | | | | | | Full Value Awards | — | 17,550,688 | 13,853,645 | 12,291,698 | 4,001,708 | | | Stock Options | — | 1,382,660 | 1,382,660 | 1,382,660 | — | | Mindy K. West | Non-Equity Compensation(3) | 647,184 | 647,184 | 647,184 | 647,184 | 647,184 | | | Unvested & Accelerated(4) | | | | | | | | Full Value Awards | — | 4,766,976 | 3,622,733 | 3,115,607 | 1,016,870 | | | Stock Options | — | 311,688 | 311,688 | 311,688 | — | | Donald R. Smith, Jr. | Non-Equity Compensation(3) | 159,117 | 159,117 | 159,117 | — | 159,117 | | | Unvested & Accelerated(4) | | | | | | | | Full Value Awards | — | 917,286 | 723,809 | — | 209,023 | | | Stock Options | — | 72,602 | 72,602 | — | — | | Chris A. Click | Non-Equity Compensation(3) | 343,835 | 343,835 | 343,835 | — | 343,835 | | | Unvested & Accelerated(4) | | | | | | | | Full Value Awards | — | 1,955,972 | 1,500,190 | — | 424,100 | | | Stock Options | — | 137,496 | 137,496 | — | — | | Renee M. Bacon | Non-Equity Compensation(3) | 282,778 | 282,778 | 282,778 | — | 282,778 | | | Unvested & Accelerated(4) | | | | | | | | Full Value Awards | — | 1,712,623 | 1,369,844 | — | 399,485 | | | Stock Options | — | 134,608 | 134,608 | — | — |
Potential Payments Upon Termination or Termination in Connection with a Change-in-Control
(1)Mr. Jeff is not included in the above table due to his departure from the Company, effective as of October 14, 2025, and therefore was not eligible for any potential payment upon termination or in connection with a change-in-control occurring as of December 31, 2025. For more information regarding the separation agreement he entered into in connection with his departure, please see page 40 of this Proxy Statement. (2)Effective December 31, 2025, Mr. Clyde retired from his role as CEO, and did not receive any severance in connection with such retirement, nor is he entitled to any change-in-control payments under his SPA. Additionally, Mr. Clyde is not entitled to any severance benefits nor change-in-control payments pursuant to the Transition Agreement, other than continued vesting of his outstanding equity awards. (3)Non-equity compensation is calculated under the terms of the AIP. Although actual awards, if any, are subject to attaining certain performance-based targets, for purposes of this table, non-equity compensation is calculated based on actual awards earned in 2025. (4)Reflects accelerated vesting of unvested equity awards under the applicable scenario, as described in more detail above.
Potential Payments Upon Termination or Termination in Connection with a Change-in-Control
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 49 |
Potential Payments Upon Termination or Termination in Connection with a Change-in-Control
| EXECUTIVE COMPENSATION | 2025 PAY RATIO DISCLOSURE |
2025 Pay Ratio Disclosure
2025 Pay Ratio Disclosure Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2025: •the median of the annual total compensation of all of our employees (except our Chief Executive Officer) was $19,571; our median employee is a part-time store employee; •the annual total compensation of our Chief Executive Officer was $11,762,101; and •the ratio of these two amounts was 601 to 1; we believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Methodology for Identifying Our “Median Employee" To identify the median of the annual total compensation of all of our employees (other than our Chief Executive Officer), we first identified our total employee population from which we determined our “median employee.” We selected our "median employee" as of December 31, 2025, from our employee population of 16,838 individuals. As a marketer of retail motor fuel products and convenience merchandise through retail stores, over one-half of our employee population on this date was comprised of part-time employees. To identify our “median employee” from our total employee population, we compared our employees’ total cash compensation for 2025 (which included base wages and any additional cash awards). In making this determination, we annualized the compensation of full-time and part-time employees who were hired in 2025 but did not work for us for the entire fiscal year. We identified our “median employee” using this compensation measure, which was consistently applied to all our employees included in the calculation. Determination of Annual Total Compensation of Our “Median Employee” and Our CEO Once we identified our “median employee,” we then calculated such employee’s annual total compensation for 2025 using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 2025 (as set forth in the 2025 Summary Compensation Table on page 42 of this Proxy Statement). Our Chief Executive Officer's annual total compensation for 2025 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 2025 Summary Compensation Table.
Pay Versus Performance
Pay Versus Performance The following table sets forth the compensation for our Principal Executive Officer (“PEO” or “CEO”) and the average compensation for our other NEOs (non-PEO NEOs), both as reported in the Summary Compensation Table (“SCT”) and with certain adjustments to reflect the “compensation actually paid” (“CAP”) to such individuals, as defined under SEC rules, for of the years ended December 31, 2025, 2024, 2023, 2022 and 2021. The table also provides information on our cumulative total stockholder return (“TSR”), the cumulative TSR of our peer group, Net Income and our Company Selected Measure, Adjusted EBITDA, over these years in accordance with SEC rules. Murphy USA’s compensation program is focused on aligning pay with performance. Adjusted EBITDA, which encompasses all the moving parts of our business, serves as the largest component of the AIP, and half of our PSU program, and is a driving factor in ROACE. For detail on our executive compensation programs, see the Compensation Discussion and Analysis section beginning on page 27. CAP, like compensation disclosed in the SCT, does not necessarily reflect the target value of compensation as approved by our Executive Compensation Committee or value of compensation realized by our executives based on Company and individual performance. Our Executive Compensation Committee has not used CAP as a basis for making compensation decisions. In addition, a significant portion of the CAP amounts shown relate to changes in values of unvested awards since they were awarded due to changes in our stock price. These unvested awards remain subject to significant risk from forfeiture conditions and possible future changes in value based on changes in our stock price. As described in detail in the Compensation Discussion
Pay Versus Performance
| PAGE 50 | |
Pay Versus Performance
and Analysis, our PSUs are subject to multi-year performance conditions tied to two performance metrics and all of our annual equity awards are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested annual equity awards, if any, will not be determined until the awards fully vest. Please refer to the Compensation Discussion and Analysis for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance.
Pay Versus Performance
| | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) | COMPENSATION ACTUALLY PAID TO PEO(2) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(3) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs(4) ($) | TOTAL SHAREHOLDER RETURN(5) ($) | PEER GROUP TOTAL SHAREHOLDER RETURN(5) ($) | NET INCOME (IN MILLIONS)(6) ($) | ADJUSTED EBITDA (IN MILLIONS)(7) ($) | | 2025 | 11,762,101 | (6,283,374) | 2,223,994 | (293,153) | 316.64 | 143.95 | 470.6 | 1,019.4 | | 2024 | 11,077,176 | 34,569,788 | 2,205,474 | 4,867,595 | 434.92 | 188.41 | 502.5 | 1,006.8 | | 2023 | 10,558,129 | 24,863,240 | 2,034,908 | 4,042,881 | 308.75 | 168.04 | 556.8 | 1,058.5 | | 2022 | 10,357,375 | 30,079,550 | 2,014,941 | 4,755,789 | 242.30 | 138.26 | 672.9 | 1,190.9 | | 2021 | 8,638,157 | 26,515,786 | 1,929,664 | 3,839,836 | 171.82 | 202.49 | 396.9 | 828.0 |
Pay Versus Performance
(1)Compensation for our PEO, R. Andrew Clyde, reflects the amounts reported in the “Summary Compensation Table” for the respective years. (2)The dollar amounts shown in this column reflect “compensation actually paid” for the PEO calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to the individual during the applicable years. The adjustments made to Mr. Clyde’s total compensation for each year to determine CAP are shown in tables below. For information regarding the decisions made by our Executive Compensation Committee in regards to the Mr. Clyde’s compensation for fiscal year 2025, see the Compensation Discussion and Analysis section beginning on page 27. PEO – Reconciliation of SCT Total to CAP Total(a)
Pay Versus Performance
| YEAR | SCT TOTAL ($) | MINUS: GRANT DATE FAIR VALUE OF AWARDS GRANTED DURING YEAR(b) ($) | PLUS: FAIR VALUE OF EQUITY CALCULATED USING SEC METHODOLOGY(c) ($) | MINUS: CHANGE IN ACTUARIAL VALUE OF PENSION BENEFITS DURING YEAR ($) | CAP TOTAL ($) | | 2025 | 11,762,101 | 8,265,726 | (9,779,749) | — | (6,283,374) | | 2024 | 11,077,176 | 8,340,048 | 31,832,660 | — | 34,569,788 | | 2023 | 10,558,129 | 6,460,124 | 20,765,235 | — | 24,863,240 | | 2022 | 10,357,375 | 5,869,983 | 25,592,158 | — | 30,079,550 | | 2021 | 8,638,157 | 5,060,085 | 22,937,714 | — | 26,515,786 |
Pay Versus Performance
(a)As shown in these tables, the CAP totals represent the SCT totals for the applicable year but are adjusted as required by SEC rules to (1) include the fair value of current and prior year annual equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant-date value of awards granted during the applicable year, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for the applicable year. We note the SEC rules also require CAP to include any actuarially determined service cost or prior service cost under pension plans for services rendered by the executive during the applicable year. However, our PEO has never participated in any pension plans while with the Company. (b)Represents the total of the amounts reported in Stock Awards and Option Awards columns of the SCT for the applicable year. (c)The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT on page 42, which requires us to show the grant-date value of annual equity awards granted during the applicable year, the CAP table requires us to calculate equity fair value as follows: •for awards granted during the applicable year (and which are still outstanding and unvested), the year-end fair value; plus •for awards granted during prior years that were still outstanding and unvested as of the applicable year-end, the change in fair value as of the applicable year-end compared against the prior year-end; plus •for awards granted in prior years that vested during the applicable year, the change in fair value as of the vesting date compared against the prior year-end; plus •for any awards granted in the applicable year that vested during the applicable year, the fair value as of the vesting date; plus •the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year; minus •for awards granted in prior years that were forfeited during the applicable year, the fair value as of the prior year-end.
Pay Versus Performance
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Pay Versus Performance
PEO – CAP Fair Value of Equity Calculation
Pay Versus Performance
| YEAR | YE FAIR VALUE OF CURRENT YEAR AWARDS UNVESTED AS OF YE ($) | PLUS: CHANGE IN FAIR VALUE AS OF YE FOR PRIOR YEAR AWARDS UNVESTED AS OF YE ($) | PLUS: CHANGE IN FAIR VALUE AS OF VESTING DATE FOR PRIOR YEAR AWARDS THAT VESTED DURING THE YEAR ($) | PLUS: FAIR VALUE AS OF VESTING DATE FOR CURRENT YEAR AWARDS THAT VESTED DURING THE YEAR ($) | PLUS: DIVIDEND EQUIVALENTS PAID DURING THE YEAR NOT OTHERWISE INCLUDED IN TOTAL COMPENSATION ($) | MINUS: FAIR VALUE AS OF PRIOR YE FOR PRIOR YEAR AWARDS FORFEITED DURING THE YEAR ($) | VALUE OF EQUITY FOR CAP PURPOSES ($) | | 2025 | 4,163,197 | (13,233,858) | (958,006) | — | 248,918 | — | (9,779,749) | | 2024 | 14,593,796 | 14,192,333 | 2,736,040 | — | 310,491 | — | 31,832,660 | | 2023 | 12,282,968 | 9,574,342 | (1,264,654) | — | 172,579 | — | 20,765,235 | | 2022 | 13,688,240 | 13,509,920 | (1,701,122) | — | 95,120 | — | 25,592,158 | | 2021 | 11,894,697 | 11,368,046 | (333,974) | — | 8,945 | — | 22,937,714 |
Pay Versus Performance
(3)Reflects the average total compensation for non-PEO NEOs as calculated in the SCT for each of the years shown. Our non-PEO NEOs included in the table above includes the following named executive officers: (i) in 2025 Mindy K. West, Donald R. Smith Jr., Renee M. Bacon, Chris A. Click and C. Galagher Jeff, (ii) in 2024, Mindy K. West, C. Galagher Jeff, Renee M. Bacon, Robert J. Chumley and Chris A. Click, (iii) in 2023, Mindy K. West, Renee M. Bacon, Robert J. Chumley and Chris A. Click, (iv) in 2022, Mindy K. West, Renee M. Bacon, Robert J. Chumley and Blake H. Segal and (v) in 2021, Mindy K. West, Terry P. Hatten, Renee M. Bacon, Robert J. Chumley, and John A. Moore. (4)The dollar amounts shown in this column reflect average “compensation actually paid” for the non-PEO NEOs calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to the individual during the applicable years. The adjustments made to the non-PEO NEOs' total compensation for each year to determine CAP are shown in tables below. For information regarding the decisions made by our Executive Compensation Committee in regards to the non-PEO NEOs compensation for fiscal year 2025, see the Compensation Discussion and Analysis section beginning on page 27. Non-PEO NEOs (Average) – Reconciliation of SCT Total to CAP Total(a)
Pay Versus Performance
| YEAR | SCT TOTAL ($) | MINUS: GRANT DATE FAIR VALUE OF AWARDS GRANTED DURING YEAR(b) ($) | PLUS: FAIR VALUE OF EQUITY CALCULATED USING SEC METHODOLOGY(c) ($) | MINUS: CHANGE IN ACTUARIAL VALUE OF PENSION BENEFITS DURING YEAR ($) | CAP TOTAL ($) | | 2025 | 2,223,994 | 1,219,715 | (1,286,651) | 10,781 | (293,153) | | 2024 | 2,205,474 | 1,206,402 | 3,868,523 | — | 4,867,595 | | 2023 | 2,034,908 | 829,120 | 2,853,777 | 16,684 | 4,042,881 | | 2022 | 2,014,941 | 746,020 | 3,486,868 | — | 4,755,789 | | 2021 | 1,929,664 | 684,245 | 2,595,545 | 1,128 | 3,839,836 |
Pay Versus Performance
(a)The CAP total figures were calculated using the same methodology described above in footnote (a) to the PEO “Reconciliation of SCT Total to CAP Total” tables shown above. The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the SCT; the amounts shown reflect the annual change in accumulated benefits for the applicable non-PEO NEOs’ accounts in the Murphy Oil Supplemental Executive Retirement Plan (“Murphy Oil SERP”), liability for which was assumed by Murphy USA in connection with the Spin-Off. However, given that the Murphy Oil SERP has been frozen, there is no applicable service cost or prior service cost to report under the plan. (b)Represents the average total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for these NEOs for the applicable year. (c)The fair value of equity component of the CAP calculation was determined using the same methodology described above in footnote (c) to the PEO “Reconciliation of SCT Total to CAP Total” table shown above, using averages for the included non-PEO NEOs. The specific calculations for the included non-PEO NEOs for the relevant years are shown in the table below.
Pay Versus Performance
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Pay Versus Performance
Non-PEO NEOs (Average) – CAP Fair Value of Equity Calculation
Pay Versus Performance
| YEAR | YE FAIR VALUE OF CURRENT YEAR AWARDS UNVESTED AS OF YE ($) | PLUS: CHANGE IN FAIR VALUE AS OF YE FOR PRIOR YEAR AWARDS UNVESTED AS OF YE ($) | PLUS: CHANGE IN FAIR VALUE AS OF VESTING DATE FOR PRIOR YEAR AWARDS THAT VESTED DURING THE YEAR ($) | PLUS: FAIR VALUE AS OF VESTING DATE FOR CURRENT YEAR AWARDS THAT VESTED DURING THE YEAR ($) | PLUS: DIVIDEND EQUIVALENTS PAID DURING THE YEAR NOT OTHERWISE INCLUDED IN TOTAL COMPENSATION ($) | MINUS: FAIR VALUE AS OF PRIOR YE FOR PRIOR YEAR AWARDS FORFEITED DURING THE YEAR ($) | VALUE OF EQUITY FOR CAP PURPOSES ($) | | 2025 | 495,776 | (1,385,810) | (87,330) | — | 22,119 | 331,406(8) | (1,286,651) | | 2024 | 2,078,538 | 1,449,024 | 305,879 | — | 35,082 | — | 3,868,523 | | 2023 | 1,576,396 | 1,290,150 | (51,915) | — | 39,146 | — | 2,853,777 | | 2022 | 1,740,793 | 1,951,451 | (217,606) | — | 12,230 | — | 3,486,868 | | 2021 | 1,389,396 | 1,583,283 | (48,393) | — | 1,346 | 330,087 | 2,595,545 |
Pay Versus Performance
(5)Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2020, the last trading day before the earliest fiscal year reported in this table. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Retail Select Industry Index calculated in accordance with Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 32. (6)Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021. (7)Adjusted EBITDA is computed by adding net income (loss) plus net interest expense, plus income tax expense, depreciation and amortization, and Adjusted EBITDA adds back (i) other non-cash items (e.g., impairment of properties and accretion of asset retirement obligations) and (ii) other items that management does not consider to be meaningful in assessing our operating performance (e.g., (income/loss) from discontinued operations, net settlement proceeds, (gain) loss on sale of assets, transaction and integration costs related to acquisitions and other non-operating (income) expense). Please refer to the reconciliation in Appendix A. (8)Reflects the average forfeiture of equity awards following Mr. Jeff's departure from the Company, effective as of October 14, 2025.
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance The following table sets forth an unranked list of the financial performance measures that we view as the “most important” measures used to determine our PEO’s and non-PEO NEOs’ Compensation Actually Paid. For additional information illustrating the link between pay and performance at Murphy USA, please see the Compensation Discussion and Analysis beginning on page 27.
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance
| Performance Measure | | Adjusted EBITDA | | Relative TSR | | Return on Average Capital Employed | | Fuel Volume | | Fuel Margin Contribution | | Merchandise Margin Contribution | | Coverage Ratio |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs, with (i) our TSR, (ii) our Net Income, and (iii) Adjusted EBITDA, which is our Company Selected Measure, for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021. In addition, the graphs below compare our TSR with our Peer Group TSR. Our performance has positively impacted our share price and as a result, compensation actually paid amounts for the PEO and non-PEO NEOs has been higher in each year presented as equity incentives, which comprise the largest portion of compensation for our executives, increase in value with the corresponding increase in the underlying stock
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance
| MURPHY USA INC. 2026 PROXY STATEMENT | PAGE 53 |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance
price. For additional information illustrating how we link pay and performance at Murphy USA, please see the Compensation Discussion and Analysis beginning on page 27.
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance
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Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance
| EXECUTIVE COMPENSATION | | | POLICIES AND PRACTICES RELATED TO THE TIMING OF GRANTS OF CERTAIN EQUITY AWARDS |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance
*Please refer to the reconciliation in Appendix A.