Incentive Plans | Incentive Plans 2013 Long-Term Incentive Plan Effective August 30, 2013, certain of our employees began to participate in the Murphy USA 2013 Long-Term Incentive Plan, which was subsequently amended and restated effective as of February 8, 2017 (the “MUSA 2013 Plan”). The MUSA 2013 Plan authorized the Executive Compensation Committee of our Board of Directors (“the Committee”) to grant non-qualified or incentive stock options, stock appreciation rights, stock awards (including restricted stock and restricted stock unit awards), dividend equivalent units, cash awards, and performance awards to our employees. No more than 5.5 million shares of common stock were to be delivered under the MUSA 2013 Plan and no more than 1.0 million shares of common stock were to be awarded to any one employee, subject to adjustment for changes in capitalization. The maximum cash amount payable pursuant to any “performance-based” award to any participant in any calendar year was $5.0 million. During the period from August 30, 2013 to December 31, 2023, the Company granted a total of 2,995,854 awards from the MUSA 2013 Plan which leaves 2,504,146 remaining shares (after consideration of the amendments made to the MUSA 2013 Plan in February 2014 by the Board of Directors). Any remaining shares to be granted under this plan will be in the form of dividend equivalent units on outstanding nonvested shares until the time when all shares are completely vested. At present, the Company expects to issue all shares that vest out of existing treasury shares rather than issuing new common shares. On May 4, 2023, the 2023 Omnibus Incentive Compensation Plan (the "MUSA 2023 Plan") was approved by shareholders and became effective for all future grants for both employees and directors, as described later in the footnote. Beginning with its initial quarterly dividend in December 2020, the Company issues dividend equivalent units ("DEU") on all outstanding, unvested equity awards (except stock options) in an amount commensurate with regular quarterly dividends paid on common stock. The terms of the DEU mirror the underlying awards and will only vest if the related award vests. DEU's issued are included with grants in each respective table as applicable. STOCK OPTIONS (MUSA 2013 Plan) – The Committee fixes the option price of each option granted at no less than fair market value (FMV) on the date of the grant and fixes the option term at no more than 7 years from such date. Most of the nonqualified stock options granted in 2023 to certain employees by the Committee were granted in February 2023. Following are the assumptions used by the Company to value the original awards: Years Ended December 31, 2023 2022 2021 Fair value per option grant $ 88.53 $ 51.46 $ 32.00 Assumptions Dividend yield 0.5 % 0.6 % 0.8 % Expected volatility 33.1 % 32.2 % 32.3 % Risk-free interest rate 3.8 % 1.8 % 0.4 % Expected life (years) 4.9 4.7 4.6 Stock price at valuation date $ 263.48 $ 181.18 $ 126.00 Changes in options outstanding for Company employees during the period from December 31, 2022 to December 31, 2023 are presented in the following table: 2013 Plan — Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (Millions of Dollars) Outstanding at December 31, 2022 313,950 112.06 Granted 38,100 263.48 Exercised (61,000) 77.72 Outstanding at December 31, 2023 291,050 $ 139.07 3.9 $ 63.3 Exercisable at December 31, 2023 160,550 $ 97.72 2.9 $ 41.6 Additional information about stock options outstanding at December 31, 2023 is shown below: Options Outstanding Options Exercisable Range of Exercise Prices per Option No. of Options Avg. Life Remaining in Years No. of Options Avg. Life Remaining in Years $0.00 to $99.99 68,900 2.0 68,900 2.0 $100.00 to $149.99 128,900 3.7 91,650 3.5 $150.00 to $249.99 55,150 5.1 — — $250.00 to $300.00 38,100 6.1 — — 291,050 3.9 160,550 2.9 RESTRICTED STOCK UNITS (MUSA 2013 Plan) – The Committee has granted time based restricted stock units (RSUs) as part of the compensation plan for its executives and certain other employees since its inception. The awards granted in the current year were under the MUSA 2013 Plan, are valued at the grant date fair value, and vest over three years. Changes in restricted stock units outstanding for Company employees during the period from December 31, 2022 to December 31, 2023 are presented in the following table: 2013 Plan — Employee RSUs Number of units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars) Outstanding at December 31, 2022 149,366 $ 125.51 Granted 34,935 $ 260.96 Vested and issued (60,888) $ 80.23 $ 16.1 Forfeited (4,157) $ 183.17 Outstanding at December 31, 2023 119,256 $ 186.47 $ 42.5 PERFORMANCE-BASED RESTRICTED STOCK UNITS (MUSA 2013 Plan) – In February 2023, the Committee awarded performance-based restricted stock units (performance units) to certain employees. Half of the performance units vest based on a three-year return on average capital employed (ROACE) calculation and the other half vest based on a three-year total shareholder return (TSR) calculation that compares MUSA to a group of 17 peer companies. The portion of the awards that vest based on TSR qualify as a market condition and must be valued using a Monte Carlo valuation model. For the TSR portion of the awards, the fair value was determined to be $330.18 per unit. For the ROACE portion of the awards, the valuation was based on the grant date fair value of $263.48 per unit and the number of awards will be periodically assessed to determine the probability of vesting. Changes in performance-based restricted stock units outstanding for Company employees during the period from December 31, 2022 to December 31, 2023 are presented in the following table: 2013 Plan — Employee PSU's Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars) Outstanding at December 31, 2022 106,001 $ 160.03 Granted 62,380 $ 296.83 Vested and issued (72,799) $ 121.83 $ 19.0 Outstanding at December 31, 2023 95,582 $ 212.38 $ 34.1 2013 Stock Plan for Non-employee Directors Effective August 8, 2013, Murphy USA adopted the 2013 Murphy USA Stock Plan for Non-employee Directors (the “Directors Plan”). The directors for Murphy USA are compensated with a mixture of cash payments and equity-based awards. Awards under the Directors Plan may be in the form of restricted stock, restricted stock units, dividend equivalent units, stock options, or a combination thereof. An aggregate of 500,000 shares of common stock shall be available for issuance of grants under the Directors Plan. Since 2013, 157,285 time-based restricted stock units have been granted under the terms of the Directors Plan which leaves 342,715 shares available to be granted in the future. RESTRICTED STOCK UNITS (Directors Plan) – The Committee has also granted time based RSUs to the non-employee directors of the Company as part of their overall compensation package for being a member of the Board of Directors. Awards prior to 2023 vest at the end of three years and those granted in 2023 vest at the end of one year. DEFERRED STOCK UNITS (2013 Directors Plan) — Effective January 1, 2023, non-employee directors can elect to receive their annual cash retainers in the form of Deferred Stock Units ("DSUs"). The DSUs are recognized at their fair value on the date of the grant. Director fees which are deferred into DSUs are calculated and expensed each quarter by taking fees earned during the quarter and dividing by the closing price of our common stock on the last trading day of the quarter. Each DSU represents the right to receive one share of common stock following the completion of a director's service. In addition, beginning with the 2023 annual equity grants to non-employee directors, the directors may elect to defer receipt of their vested RSUs until their service ends. These RSUs are included in the Director RSU table below, will vest in one year, and will thereafter become deferred stock units. Changes in restricted stock units outstanding for Company non-employee directors during the period from December 31, 2022 to December 31, 2023 are presented in the following table: 2013 Plan — Director RSUs and DSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars) Outstanding at December 31, 2022 26,923 $ 132.38 Granted 6,611 $ 258.35 Vested and issued (9,880) $ 110.19 $ 2.7 Outstanding at December 31, 2023, including DSUs 23,654 $ 180.97 $ 8.4 During the three-month period ended March 31, 2023, we granted 421 DSUs and recorded director expense of $0.1 million related to the grants under the 2013 Plan. Two DEU shares were granted and vested on these DSUs during the year. At December 31, 2023 there were 423 Director DSUs outstanding with an average grant date fair value of $258.35 under the 2013 Plan. 2023 Omnibus Incentive Compensation Plan On May 4, 2023, the MUSA 2023 Plan became effective upon the approval of the Company's stockholders. The MUSA 2023 Plan has been established to replace, on a prospective basis, the MUSA 2013 Plan and the 2013 Directors Plan, each of which expired on August 8, 2023. The MUSA 2023 Plan authorizes the Executive Compensation Committee of our Board of Directors (“the Committee”) to grant to non-employee directors, employees, and consultants of the Company, or any of its subsidiaries, stock options (incentive stock options ("ISOs") and nonqualified stock options ("NQSO")), stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), performance awards or other cash-based awards and other stock-based awards. The maximum number of shares available for issuance under the MUSA 2023 Plan shall not exceed in the aggregate 1,725,000 shares (subject to certain adjustments). During the period from May 4, 2023 to December 31, 2023, the Company granted a total of 1,544 awards from the MUSA 2023 Plan which leaves 1,723,456 remaining shares. At present, the Company expects to issue all shares that vest out of existing treasury shares rather than issuing new common shares. DEFERRED STOCK UNITS — Non-employee directors can elect to receive their annual cash retainers in the form of DSUs. The DSUs are recognized at their fair value on the date of the grant. Director fees which are deferred into DSUs are calculated and expensed each quarter by taking fees earned during the quarter and dividing by the closing price of our common stock on the last trading day of the quarter. Each DSU represents the right to receive one share of common stock following the completion of a director's service. Changes in restricted stock units outstanding for Company 2023 Plan during the period from December 31, 2022 to December 31, 2023 are presented in the following table: 2023 Plan — RSUs and Director DSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars) Outstanding at December 31, 2022 — $ — Granted 1,544 $ 335.69 Outstanding at December 31, 2023, including DSUs 1,544 $ 335.69 $ 0.6 During the period ended December 31, 2023, we granted 1,003 DSUs and recorded director expense of $0.3 million related to the grants. At December 31, 2023, there were 1,004 Director DSUs vested and outstanding with an average grant date fair value of $335.18 under the MUSA 2023 Plan. Amounts recognized in the financial statements by the Company with respect to all share-based plans are shown in the following table: Years Ended December 31, (Millions of dollars) 2023 2022 2021 Compensation charged against income before income tax benefit $ 21.8 $ 16.0 $ 14.4 Related income tax benefit recognized in income $ 4.6 $ 3.4 $ 3.0 |