Murphy USA (MUSA) DEF 14A23 Mar 23Definitive proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2022
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Murphy USA Inc.
Entity Central Index Key	0001573516

Pay vs Performance Disclosure

Pay vs Performance Disclosure Unit_pure in Millions	12 Months Ended
Pay vs Performance Disclosure Unit_pure in Millions	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Pay vs Performance Disclosure [Table]
Pay vs Performance [Table Text Block]	Pay Versus Performance The following table sets forth the compensation for our Principal Executive Officer (“PEO” or “CEO”) and the average compensation for our four other NEOs (non-PEO 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 is a driving factor in ROACE. Adjusted EBITDA also comprises half of our PSU program— the largest element of NEO compensation. For detail on our executive compensation programs, see the Compensation Discussion 3 CAP, like compensation disclosed in the Summary Compensation Table, 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 & Analysis, our PSUs are subject to multi-year performance conditions tied to two performance metrics and all of our equity awards are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest. Please refer to the Compensation Discussion & Analysis for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance. VALUE OF INITIAL FIXED $100 YEAR SUMMARY (1) ($) COMPENSATION (2) ($) AVERAGE SUMMARY NON-PEO (3) ($) AVERAGE NON-PEO (4) TOTAL (5) ($) PEER GROUP (5) ($) NET INCOME (6) ADJUSTED (7) 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 2020 8,240,299 15,114,368 1,837,547 2,664,564 112.06 141.63 386.1 722.8 (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 2022, see the Compensation Discussion and Analysis section beginning on page 21. PEO – Reconciliation of SCT Total to CAP Total (a) YEAR SCT TOTAL ($) MINUS: GRANT DATE (b) ($) PLUS: FAIR VALUE (c) ($) MINUS: CHANGE IN CAP TOTAL ($) 2022 10,357,375 5,869,983 25,592,158 0 30,079,550 2021 8,638,157 5,060,085 22,937,714 0 26,515,786 2020 8,240,299 4,366,338 11,240,407 0 15,114,368 (a) As shown in these tables, the CAP totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules to (1) include the fair value of current and prior year 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 35, which requires us to show the grant date value of 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 plus • for awards granted during prior years that were still outstanding and unvested as of the applicable year-end, year-end 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. PEO – CAP Fair Value of Equity Calculation YEAR YE FAIR PLUS: CHANGE PLUS: CHANGE PLUS: FAIR VALUE PLUS: DIVIDEND MINUS: FAIR VALUE VALUE 2022 13,688,240 13,509,920 (1,701,122 ) 0 95,120 0 25,592,158 2021 11,894,697 11,368,046 (333,974 ) 0 8,945 0 22,937,714 2020 6,923,704 3,916,631 400,072 0 0 0 11,240,407 (3) Reflects the average total compensation for non-PEO non-PEO (4) The dollar amounts shown in this column reflect average “compensation actually paid” for the non-PEO non-PEO non-PEO Non-PEO (a) YEAR SCT TOTAL ($) MINUS: GRANT DATE (b) ($) PLUS: FAIR VALUE OF (c) ($) MINUS: CHANGE IN CAP TOTAL ($) 2022 2,014,941 746,020 3,486,868 0 4,755,789 2021 1,929,664 684,245 2,595,545 1,128 3,839,836 2020 1,837,547 663,051 1,562,894 72,826 2,664,564 (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 Spin-Off. (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 non-PEO Non-PEO YEAR YE FAIR VALUE PLUS: CHANGE PLUS: CHANGE PLUS: FAIR VALUE AS OF PLUS: DIVIDEND MINUS: FAIR VALUE OF 2022 1,740,793 1,951,451 (217,606 ) 0 12,230 0 3,486,868 2021 1,389,396 1,583,283 (48,393 ) 0 1,346 330,087 2,595,545 2020 1,051,474 665,982 (154,562 ) 0 0 0 1,562,894 (5) Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019, 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. 10-K, 3-year 7 (6) Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K (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 non-operating
Company Selected Measure Name	Adjusted EBITDA
Named Executive Officers, Footnote [Text Block]	Our non-PEO
Peer Group Issuers, Footnote [Text Block]	The company made the decision to replace the S&P 400 Midcap Index with the S&P Retail Select Industry Index in the 2022 Form 10-K, 3-year
PEO Total Compensation Amount	$ 10,357,375	$ 8,638,157	$ 8,240,299
PEO Actually Paid Compensation Amount	$ 30,079,550	26,515,786	15,114,368
Adjustment To PEO Compensation, Footnote [Text Block]	(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 2022, see the Compensation Discussion and Analysis section beginning on page 21. PAY VERSUS PERFORMANCE PEO – Reconciliation of SCT Total to CAP Total (a) YEAR SCT TOTAL ($) MINUS: GRANT DATE (b) ($) PLUS: FAIR VALUE (c) ($) MINUS: CHANGE IN CAP TOTAL ($) 2022 10,357,375 5,869,983 25,592,158 0 30,079,550 2021 8,638,157 5,060,085 22,937,714 0 26,515,786 2020 8,240,299 4,366,338 11,240,407 0 15,114,368 (a) As shown in these tables, the CAP totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules to (1) include the fair value of current and prior year 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 35, which requires us to show the grant date value of 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 plus • for awards granted during prior years that were still outstanding and unvested as of the applicable year-end, year-end 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. PEO – CAP Fair Value of Equity Calculation YEAR YE FAIR PLUS: CHANGE PLUS: CHANGE PLUS: FAIR VALUE PLUS: DIVIDEND MINUS: FAIR VALUE VALUE 2022 13,688,240 13,509,920 (1,701,122 ) 0 95,120 0 25,592,158 2021 11,894,697 11,368,046 (333,974 ) 0 8,945 0 22,937,714 2020 6,923,704 3,916,631 400,072 0 0 0 11,240,407
Non-PEO NEO Average Total Compensation Amount	$ 2,014,941	1,929,664	1,837,547
Non-PEO NEO Average Compensation Actually Paid Amount	$ 4,755,789	3,839,836	2,664,564
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]	Non-PEO (a) YEAR SCT TOTAL ($) MINUS: GRANT DATE (b) ($) PLUS: FAIR VALUE OF (c) ($) MINUS: CHANGE IN CAP TOTAL ($) 2022 2,014,941 746,020 3,486,868 0 4,755,789 2021 1,929,664 684,245 2,595,545 1,128 3,839,836 2020 1,837,547 663,051 1,562,894 72,826 2,664,564 (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 Spin-Off. (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 non-PEO Non-PEO YEAR YE FAIR VALUE PLUS: CHANGE PLUS: CHANGE PLUS: FAIR VALUE AS OF PLUS: DIVIDEND MINUS: FAIR VALUE OF 2022 1,740,793 1,951,451 (217,606 ) 0 12,230 0 3,486,868 2021 1,389,396 1,583,283 (48,393 ) 0 1,346 330,087 2,595,545 2020 1,051,474 665,982 (154,562 ) 0 0 0 1,562,894
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Compensation Actually Paid vs. Net Income [Text Block]
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Total Shareholder Return Vs Peer Group [Text Block]
Tabular List [Table Text Block]	Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2022 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 Performance Measure Adjusted EBITDA Relative TSR Return on Average Capital Employed Fuel Volume Fuel Margin Contribution Merchandise Margin Contribution Coverage Ratio
Total Shareholder Return Amount	$ 242.3	171.82	112.06
Peer Group Total Shareholder Return Amount	138.26	202.49	141.63
Net Income (Loss)	$ 672,900,000	$ 396,900,000	$ 386,100,000
Company Selected Measure Amount	1,190.9	828	722.8
PEO Name	R. Andrew Clyde
Measure [Axis]: 1
Pay vs Performance Disclosure [Table]
Measure Name	Adjusted EBITDA
Measure [Axis]: 2
Pay vs Performance Disclosure [Table]
Measure Name	Relative TSR
Measure [Axis]: 3
Pay vs Performance Disclosure [Table]
Measure Name	Return on Average Capital Employed
Measure [Axis]: 4
Pay vs Performance Disclosure [Table]
Measure Name	Fuel Volume
Measure [Axis]: 5
Pay vs Performance Disclosure [Table]
Measure Name	Fuel Margin Contribution
Measure [Axis]: 6
Pay vs Performance Disclosure [Table]
Measure Name	Merchandise Margin Contribution
Measure [Axis]: 7
Pay vs Performance Disclosure [Table]
Measure Name	Coverage Ratio
PEO [Member] \| Grant Date Fair Value of Awards Granted During Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 5,869,983	$ 5,060,085	$ 4,366,338
PEO [Member] \| Fair Value of Equity Calculated Using SEC Methodology [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	25,592,158	22,937,714	11,240,407
PEO [Member] \| Change in Actuarial Value of Pension Benefits During Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	0
PEO [Member] \| YE Value of Current Year Awards Outstanding as of YE [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	13,688,240	11,894,697	6,923,704
PEO [Member] \| Change in Value as of YE for Prior Year Awards Outstanding as of YE [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	13,509,920	11,368,046	3,916,631
PEO [Member] \| Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(1,701,122)	(333,974)	400,072
PEO [Member] \| Fair Value As Of Vesting Date For Current Year Awards That Vested During The Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	0
PEO [Member] \| Dividend Equivalents Paid During The Year Not Otherwise Included In Total Compensation [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	95,120	8,945	0
PEO [Member] \| Value as of Prior YE for Prior Year Awards Forfeited During the Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	0
PEO [Member] \| Value of Equity for CAP Purposes [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	25,592,158	22,937,714	11,240,407
Non-PEO NEO [Member] \| Grant Date Fair Value of Awards Granted During Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	746,020	684,245	663,051
Non-PEO NEO [Member] \| Fair Value of Equity Calculated Using SEC Methodology [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	3,486,868	2,595,545	1,562,894
Non-PEO NEO [Member] \| Change in Actuarial Value of Pension Benefits During Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	1,128	72,826
Non-PEO NEO [Member] \| YE Value of Current Year Awards Outstanding as of YE [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	1,740,793	1,389,396	1,051,474
Non-PEO NEO [Member] \| Change in Value as of YE for Prior Year Awards Outstanding as of YE [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	1,951,451	1,583,283	665,982
Non-PEO NEO [Member] \| Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(217,606)	(48,393)	(154,562)
Non-PEO NEO [Member] \| Fair Value As Of Vesting Date For Current Year Awards That Vested During The Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	0
Non-PEO NEO [Member] \| Dividend Equivalents Paid During The Year Not Otherwise Included In Total Compensation [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	12,230	1,346	0
Non-PEO NEO [Member] \| Value as of Prior YE for Prior Year Awards Forfeited During the Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	330,087	0
Non-PEO NEO [Member] \| Value of Equity for CAP Purposes [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 3,486,868	$ 2,595,545	$ 1,562,894