Murphy USA Inc.
01/16/2026 | Press release | Distributed by Public on 01/16/2026 06:58
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
CEO Compensation
In connection with her previously announced promotion to Chief Executive Officer of Murphy USA Inc. (the "Company"), on January 12, 2026, the Executive Compensation Committee of the Board of Directors (the "Committee") approved the following compensation package for Mindy K. West, effective as of January 1, 2026: (i) an annual base salary of $1,000,000, (ii) a target annual cash incentive opportunity equal to 150% of base salary and (iii) an annual long-term incentive award for 2026 with a targeted grant value of $5,000,000 under the Company's 2023 Omnibus Incentive Plan (the "Omnibus Incentive Plan") (with the mix of awards for 2026 consistent with the Company's historical practices).
Retention Awards
On January 12, 2026, the Committee, in consultation with the Company's independent compensation consultant, approved a one-time retention award (the "Retention Grant") to the following executives: (i) Chris A. Click, Executive Vice President, Strategy, Growth and Innovation, (ii) Renee M. Bacon, Senior Vice President, Sales and Operations, (iii) Robert J. Chumley, Senior Vice President, Innovation, and (iv) Donald R. Smith, Jr., Interim Chief Financial Officer. The Retention Grants will be granted at the same time as the Company's annual equity award grants, which is expected to be on February 11, 2026, with a target grant date value of $1,000,000 for Mr. Click and a target grant date value of $500,000 for each of Ms. Bacon, Mr. Chumley and Mr. Smith.
The Committee awarded the Retention Grants in order to retain and further incentivize certain members of the Company's leadership team and to continue to drive the long-term success of the Company during the previously announced Chief Executive Officer transition. The Retention Grants will be awarded under the Omnibus Incentive Plan in the form of time-based restricted stock units that cliff vest on the third anniversary of the grant date, subject generally to continued employment through such vesting date (or as otherwise provided in the Company's publicly filed standard form award agreement).
The foregoing summary of the Retention Grants do not purport to be complete and is subject to the terms and conditions of the Omnibus Incentive Plan and applicable award agreement.
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