MUSA 8-K
Murphy USA Inc. (MUSA)
8-K
2024-02-21
For: 2024-02-21
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Added on
April 10, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 21, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
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| (Address of principal executive offices) | (Zip Code) | ||||||||||
(870 ) 875-7600
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 21, 2024, Murphy USA Inc. (“MUSA” or the “Company”) announced that Mindy K. West, currently Executive Vice President, Fuels, Chief Financial Officer and Treasurer, was elected by the Board to the role of Executive Vice President and Chief Operating Officer of MUSA effective March 1, 2024. Ms. West, age 55, has served in her current role since August 2013. Ms. West is relinquishing the roles of Chief Financial Officer and Treasurer on the same date.
In connection with her new role, effective as of March 1, 2024, Ms. West’s compensation will include a base salary of $800,000, an annual incentive program target opportunity of 100% of her base salary, and a long-term incentive target award valued at $2,000,000, consistent with the terms of the MUSA Long-Term Incentive Plan. Long-term incentives (“LTI”) include performance share awards (accounting for 50% of target LTI value), time-based restricted stock units (accounting for 25% of target LTI value) and stock options (accounting for 25% of target LTI value). Payouts on both the annual incentive program and the performance share awards will be based on the achievement of pre-established performance targets. Ms. West remains eligible for benefits similar to those of other Company executives, including participation in MUSA’s health, welfare, retirement, and severance plans among other benefits.
Joining the Company effective March 1, 2024, in the role of Executive Vice President and Chief Financial Officer is Mr. Galagher Jeff, age 53. Mr. Jeff has previously served as the Senior Vice President, FP&A, Treasurer and Chief Transformation Officer at Dollar Tree Stores, Inc. since 2023. Prior to his time at Dollar Tree, Mr. Jeff was Senior Vice President, Finance and Head of Strategy and Transformation at Advance Auto Parts from 2020 to 2023. Prior to 2020, Mr. Jeff was Vice President, U.S. Merchandising Strategy, Pricing and Assortment and Business Analytics from 2016 to 2020 at WalMart Stores, Inc. and from 2014 to 2016 he served as CFO of Walmart.com leading finance and strategy for a major division of WalMart.
In connection with his new role which also includes becoming Principal Financial Officer for the Company, Mr. Jeff will receive a base salary of $600,000, an annual incentive program target opportunity of 75% of his base salary, and a long-term incentive target award valued at $900,000, The mix of Mr. Jeff’s LTI awards is the same as Ms. West’s, as noted above. Other benefits are similar to the benefits offered to other MUSA executives. In addition, Mr. Jeff will receive a sign-on bonus of $420,000 within 30 days of his hire date and will receive a long-term incentive grant with a target value of $750,000 in line with terms and practices of the Company’s annual grants to executives. Mr. Jeff will be eligible for benefits similar to those offered to other Company executives, including participation in MUSA’s health, welfare, retirement and severance plans among other benefits.
The Board also elected Mr. Christopher A. Click to the role of Executive Vice President, Strategy, Growth and Innovation from his prior role of Senior Vice President, Strategy and Analytics. Mr. Click, age 51, had served in his immediately prior role since December 2020. Prior to joining the Company in 2020, Mr. Click was a Principal at KPMG LLP in the firm’s Energy and Infrastructure Strategy practice.
In connection with his new role, Mr. Click will receive a base salary of $550,000, an annual incentive program target opportunity of 75% of his base salary, and a long-term incentive target award valued at $825,000, consistent with terms of the MUSA Long-Term Incentive Plan. The mix of Mr. Click’s LTI awards is the same as Ms. West’s and Mr. Jeff’s mix, as noted above. Mr. Click remains eligible for benefits similar to those of other Company executives, including participation in MUSA’s health, welfare, retirement, and severance plans among other benefits.
There are no arrangements or understandings between Ms. West, Mr. Jeff or Mr. Click and any other person pursuant to which they were elected as an officer of the Company, and there are no family relationships between Ms. West, Mr. Jeff or Mr. Click and any of the Company’s other directors or executive officers. There are no transactions in which Ms. West, Mr. Jeff or Mr. Click has a direct or indirect interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the leadership changes and changes in role is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
*Furnished herewith
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MURPHY USA INC. | |||||||||||
| Date: | February 21, 2024 | By: /s/ Donald R. Smith, Jr. | |||||||||
Donald R. Smith, Jr. | |||||||||||
Vice President and Controller | |||||||||||
Exhibit 99.1
Murphy USA Announces Executive Leadership Changes to Drive Next Wave of Advantaged Growth
EL DORADO, Arkansas, February 21, 2024 – Murphy USA Inc. (NYSE: MUSA) (“MUSA” or the “Company”) today announced executive leadership changes effective March 1, 2024.
The Company announced the Board of Directors elected Mindy West to the newly created position of Executive Vice President and Chief Operating Officer. In this elevated role, Mindy will have responsibility for both the Murphy USA and QuickChek brands, including store operations, merchandise, marketing, and fuels. Since the 2013 spin, Mindy has served as Executive Vice President and Chief Financial Officer; in 2018, she assumed responsibilities for all fuels activities. As COO, Mindy will drive strategic initiatives and enhance the performance and profitability of the entire business, including synergistic activities across the brands.
Andrew Clyde, President and CEO of MUSA, commented: “Since our spin-off, Mindy has made her mark on the Company’s outstanding track record of creating shareholder value as CFO and more recently leading our Fuels organization to record profits. As we continue our trajectory and commitment to all stakeholders, she is uniquely positioned to lead and drive the next wave of advantaged growth for the business in this new and critical role.”
Mindy West stated: “Having joined MUSA’s parent company in 1996 as the first Murphy USA was being built, it has been an honor to play key roles in MUSA’s creation at our spin and the subsequent growth of this incredible business. I am excited to take on this new role to harness the potential in front of us and position the Murphy USA and QuickChek brands to win in the future and lead an outstanding group of experienced leaders and dedicated team members who are committed to delivering affordability to our customers.”
The Company also announced Galagher Jeff has been hired as Executive Vice President and Chief Financial Officer. Jeff joins MUSA from Dollar Tree where he has served as SVP FP&A, Treasurer, and Chief Transformation Officer. Prior to Dollar Tree, Jeff was SVP Finance and Head of Strategy Transformation at Advanced Auto Parts. He also spent 11 years at Walmart, including roles as CFO of Walmart.com and VP US Merchandising Strategy, Pricing and Assortment and Business Analytics.
Additionally, Chris Click, current Senior Vice President Strategy and Development, has been promoted to Executive Vice President Strategy, Growth and Innovation where he will take on additional responsibility for Asset Development and Digital Transformation.
“Today’s changes reflect our continued commitment to deliver profitable growth, disciplined capital allocation, and effective leadership development and succession planning,” said Andrew Clyde, President and Chief Executive Officer.
About Murphy USA Murphy USA (NYSE: MUSA) is a leading retailer of gasoline and convenience merchandise with more than 1,700 stores located primarily in the Southwest, Southeast, Midwest and Northeast United States. The company and its team of nearly 15,000 employees serve an estimated two million customers each day through its network of retail gasoline and convenience stores in 27 states. The majority of Murphy USA's stores are located in close proximity to Walmart Supercenters. The company also markets gasoline and other products at standalone stores under the Murphy Express and QuickChek brands. Murphy USA ranks 182 among Fortune 500 companies.
Source: Murphy USA Inc. (NYSE: MUSA)
Investor Contact:
Christian Pikul – Vice President of Investor Relations and FP&A
Ash Aulds – Senior Manager of Investor Relations and FP&A