SEC Form DEF 14A filed by Murphy USA Inc.

3/18/25 4:32:33 PM ET

$MUSA

Retail-Auto Dealers and Gas Stations

Consumer Discretionary

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musa-20250318

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

____________________

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o						Preliminary Proxy Statement

o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x						Definitive Proxy Statement

o						Definitive Additional Materials

o						Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Murphy USA Inc.

(Name of Registrant as Specified in Its Charter)


Payment of Filing Fee (Check the appropriate box):

x						No fee required

o						Fee paid previously with preliminary materials

o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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						DEAR STOCKHOLDER: The Board of Directors and management cordially invite you to attend Murphy USA’s Annual Meeting of Stockholders to be held at 8:00 a.m., Central Time, on Thursday, May 1, 2025 at Murphy USA’s corporate headquarters, 200 East Peach Street, El Dorado, Arkansas 71730. The formal notice of the Annual Meeting of Stockholders and Proxy Statement follow. Whether or not you attend the Annual Meeting, it is important that your shares are represented and voted before or at the meeting. Therefore, we urge you to vote promptly and submit your proxy via the internet, by phone, or by signing, dating, and returning the enclosed proxy card. If you attend the Annual Meeting, you can vote in person, even if you have previously submitted your proxy.




ON BEHALF OF THE BOARD OF DIRECTORS, WE WOULD LIKE TO EXPRESS OUR APPRECIATION FOR YOUR INVESTMENT IN MURPHY USA.


			Sincerely,

			R. Madison Murphy Chairman of the Board of Directors Murphy USA Inc. March 18, 2025

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NOTICE OF ANNUAL MEETING

DATE AND TIME

LOCATION

RECORD DATE

Thursday, May 1, 2025

8:00 a.m. Central Time

Murphy USA Headquarters
200 East Peach Street
El Dorado, Arkansas 71730

Record Date

The close of business

March 4, 2025

The Annual Meeting of Stockholders of Murphy USA Inc. (the “Company”) will be held at Murphy USA’s corporate headquarters, 200 East Peach Street, El Dorado, Arkansas 71730, on Thursday, May 1, 2025, at 8:00 a.m., Central Time, for the following purposes:

1.Election of four Class III directors whose current terms expire on the date of the 2025 Annual Meeting;

2.Ratification of the action of the Audit Committee of the Board of Directors in appointing KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2025;

3.Approval of executive compensation on an advisory, non-binding basis;

4.If properly presented at the 2025 Annual Meeting, one stockholder proposal; and

5.Such other business as may properly come before the meeting by or at the direction of the Board of Directors.

Only stockholders of record at the close of business on March 4, 2025, the record date fixed by the Board of Directors of the Company, will be entitled to notice of and to vote at the meeting.

Cast Your Vote Right Away

It is very important that you vote. Please cast your vote right away on all of the proposals listed above to ensure that your shares are represented. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials (“Notice”) you received in the mail or, if you requested to receive printed proxy materials, on your enclosed proxy card or voting instruction form.

Notice and Access


Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Stockholder Meeting To Be Held on May 1, 2025: This Notice of the 2025 Annual Meeting, the 2025 Proxy Statement and the 2024 Annual Report on Form 10-K are available, free of charge, at www.proxyvote.com.

We will be furnishing proxy materials over the internet to a number of our stockholders under the U.S. Securities and Exchange Commission’s (“SEC”) notice and access rules. Many of our stockholders will receive the Notice in the mail instead of a paper copy of this Proxy Statement, a proxy card or voting instruction card and our 2024 Annual Report. We believe that this process will reduce the environmental impact of our Annual Meeting as well as reduce the costs of printing and distributing our proxy materials. The Notice will instruct you as to how you may access and review all of the proxy materials on the internet.

All stockholders who do not receive the Notice will receive a paper copy of the proxy materials and our 2024 Annual Report by mail, unless they have previously elected to receive proxy materials by email. We remind stockholders who receive the Notice that the Notice is not itself a proxy card and should not be returned with voting instructions. The Notice only presents an overview of the more complete proxy materials. Stockholders should review the proxy materials before voting.

The Notice contains instructions on how to access our proxy materials and vote over the internet at www.proxyvote.com and how stockholders may receive a paper copy of our proxy materials, including this Proxy Statement, a proxy card or voting instruction card and our 2024 Annual Report. At www.proxyvote.com, stockholders may also request to receive future proxy materials in printed form by mail or electronically by email.

By the Order of the Board of Directors.

Gregory L. Smith

Vice President, General Counsel

and Corporate Secretary

El Dorado, Arkansas

March 18, 2025

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TABLE OF CONTENTS


PROXY STATEMENT			1
	Solicitation		1
	Quorum and Voting Procedures		1
	Vote Necessary to Approve Proposals		1
	Voting Securities		2
PROPOSAL 1 –		Election of Four Class II I Directors Whose Current Terms Expire on the Date of the 2025 Annual Meeting	3
	Director Nominees		4
	Continuing Directors		7
BOARD AND GOVERNANCE MATTERS			11
	Board Leadership Structure		11
	Environmental, Social and Governance (ESG)		11
	Risk Management		12
	Committees		13
	Meetings and Attendance		15
	Compensation of Directors		15
	2024 Non-Employee Director Compensation Table		16
	Non-Employee Director Stock Ownership Guidelines and Pledging		17
	Code of Business Conduct and Ethics		18
	Review, Approval or Ratification of Transactions with Related Persons		17
OWNERSHIP OF MURPHY USA COMMON STOCK			18
	Security Ownership of Certain Beneficial Owners		18
	Security Ownership of Directors and Management		19
PROPOSAL 2 –		Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2025	20
	Audit Committee Report		21
PROPOSAL 3 –		Approval of Executive Compensation on an Advisory, Non-Binding Basis	23



COMPENSATION DISCUSSION & ANALYSIS			24
	Overview		24
	Executive Compensation Philosophy and Objectives		24
	Aligning Pay with Performance		24
	2024 Business Highlights		25
	Return to Stockholders		26
	2024 “Say-on-Pay” Vote Result		27
	Compensation Design Principles and Governance Practices		28
	Role of the Committee		28
	Role of Market Data		28
	Role of the CEO in Compensation Decisions		29
	Elements of Compensation		30
	Other Policies		37
	Role of the Compensation Consultant		38
	Compensation-Based Risk Assessment		39
	Compensation Committee Report		39
EXECUTIVE COMPENSATION			40
	2024 Summary Compensation Table		40
	Grants of Plan-Based Awards in 2024		42
	Outstanding Equity Awards at Fiscal Year End 2024		43
	Option Exercises and Stock Vested in 2024		45
	2024 Pension Benefits Table		45
	2024 Non-Qualified Deferred Compensation Table		46
	Potential Payments Upon Termination or Termination in Connection with a Change-in-Control		46
	2024 Pay Ratio Disclosure		49
	Pay Versus Performance		49
	Policies and Practices Related to the Timing of Grants of Certain Equity Awards		54
PROPOSAL 4 -		Stockholder Proposal - Elect Each Director Annually	56
SUBMISSION OF STOCKHOLDER PROPOSALS			58
ELECTRONIC AVAILABILITY OF PROXY MATERIALS FOR 2025 ANNUAL MEETING			58
OTHER INFORMATION			59
APPENDIX A – NON-GAAP RECONCILIATION			A-1

This Proxy Statement is issued by Murphy USA Inc. in connection with the 2025 Annual Meeting of Stockholders scheduled for May 1, 2025.

This Proxy Statement and accompanying proxy card are first being made available to stockholders on or about March 18, 2025.

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PROXY STATEMENT

Solicitation

The solicitation of the enclosed proxy is made on behalf of the Board of Directors of Murphy USA Inc. (the “Board”) for use at the Annual Meeting of Stockholders to be held on May 1, 2025, and Murphy USA will bear the cost of this solicitation of proxies. It is expected that the Notice will be mailed to stockholders beginning on or about March 18, 2025.

The complete mailing address of the Company’s principal executive office is 200 East Peach Street, El Dorado, Arkansas 71730.

References in this Proxy Statement to “we,” “us,” “our,” “the Company” and “Murphy USA” refer to Murphy USA Inc. and its consolidated subsidiaries.

Quorum and Voting Procedures

Quorum Requirement

A quorum of stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of the holders of a majority of the total voting power of all outstanding shares of the Company’s stock entitled to vote at a meeting of stockholders shall constitute a quorum. Abstentions and “broker non-votes” are counted as present for establishing a quorum. A “broker non-vote” occurs on a proposal when brokers or nominees who do not have discretionary power to vote on a non-routine matter have not been given voting instructions on a non-routine matter by the beneficial owners or persons entitled to vote.

How to attend the Annual Meeting and how to vote

If you are a stockholder of record or a participant in a Company Plan, you can vote your shares via the internet or by telephone 24 hours a day by following the instructions on your proxy card or in the Notice. The website address for internet voting, and the telephone number for telephone voting, are indicated on your proxy card or in the Notice. If you are a beneficial owner, or if you hold your shares in “street name” (that is, through a bank, broker or other nominee), please check your voting instruction form or contact your bank, broker or nominee to determine whether you will be able to vote via the internet or by telephone.

If you requested printed proxy materials and choose to vote by mail, you must complete, sign, date and return your proxy card in the postage-paid envelope provided if you are a stockholder of record, or your voting instruction form if you hold your shares in “street name.” Please promptly mail your proxy card

or voting instruction form to ensure that it is received prior to the Annual Meeting.

To vote during the Annual Meeting, you must be in attendance. You must bring a valid government- issued picture identification in order to attend the Annual Meeting. Those in attendance will also have an opportunity to ask questions during the Annual Meeting. Even if you plan to participate in the Annual Meeting, we recommend that you vote by proxy as described above prior to the Annual Meeting, so that your vote will be counted if you later decide not to participate in the Annual Meeting. If you hold your shares through a bank, broker or other nominee, you must also bring a copy of a statement reflecting your stock ownership as of the record date in order to attend the Annual Meeting. You must also obtain a legal proxy from your bank, broker or other nominee and present it to the inspector of elections with your ballot to be able to vote at the Annual Meeting.

Vote Necessary to Approve Proposals

General

Votes cast by proxy or in person at the meeting will be counted by the persons appointed by the Company to act as Inspectors of Election for the Annual Meeting.

Your proxy will be voted at the meeting, unless you (i) revoke it at any time before the vote by filing a revocation with the Corporate Secretary of the Company, (ii) duly execute a proxy card bearing a later date, (iii) submit a later proxy by telephone or internet, or (iv) appear at meeting and vote in person. If you elect to vote your proxy by telephone or internet before the meeting as described in the telephone/internet voting instructions on your proxy card, the Company will vote your shares as you direct. Your telephone/internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned your proxy card.

If you are a stockholder of record and sign, date and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board.

The Board recommends that you vote:

•FOR all the director nominees (Proposal 1),

•FOR the approval of the Audit Committee in appointing KPMG LLP as the Company's independent registered public accounting firm for fiscal 2025 (Proposal 2),



MURPHY USA INC. 2025 PROXY STATEMENT						PAGE 1

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PROXY STATEMENT \| VOTING SECURITIES

•FOR the approval of the compensation of the Named Executive Officers, as disclosed in this Proxy Statement (on an advisory, non-binding basis) (Proposal 3), and

•AGAINST the stockholder proposal - elect each director annually (Proposal 4).

Shares represented by properly executed proxies that do not specify voting instructions will be voted in accordance with the Board's recommendations.

Proposal 1 – Election of Four Class III Directors Whose Current Terms Expire on the Date of the 2025 Annual Meeting

The Class III directors nominated in Proposal 1 shall be elected by a majority of the votes cast at the Annual Meeting so long as a quorum is present and the election is not contested. You may vote “for,” “against” or “abstain” on each director. Abstentions and “broker non-votes” shall have no effect on the outcome of this proposal. See "Director Nominees" within Proposal 1 for additional information concerning Murphy USA's mandatory resignation policy in the event an incumbent director nominees fails to receive a majority of votes cast in an uncontested election.

Proposals 2, 3 and 4

For Proposals 2, 3 and 4, the affirmative vote of a majority of the shares of our capital stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required for approval. You may vote “for,” “against” or “abstain” on these matters. If you vote to “abstain,” it will have the same effect as a vote “against” for these proposals. “Broker non-votes” shall have no effect on the outcome of Proposals 2, 3 and 4.

Broker Voting

If your shares are held in the name of a bank, broker or other holder of record (a “nominee”), you will receive instructions from the nominee that you must follow in order for your shares to be voted. Certain of these institutions offer telephone and internet voting. Under current New York Stock Exchange (“NYSE”) rules, the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year (Proposal 2) should be considered a routine matter, and your broker is permitted to vote your shares without your instruction only on this proposal.

Voting Securities

On March 4, 2025, the record date for the meeting, the Company had 19,794,836 shares of common stock outstanding, all of one class and each share having one vote with respect to all matters to be voted on at the meeting. Information as to common stock ownership of certain beneficial owners and management is set forth in the tables under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Management” included on pages 19 of this Proxy Statement.



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PROPOSAL 1									ELECTION OF FOUR CLASS III DIRECTORS WHOSE CURRENT TERMS EXPIRE ON THE DATE OF THE 2025 ANNUAL MEETING

The Board recognizes that it is important for the Company’s directors to possess a diverse array of backgrounds and skills, whether in terms of executive management leadership, public company experience or educational achievement. When considering new candidates, the Nominating and Governance Committee, with input from the Board, will seek to ensure the Board reflects a range of talents, ages, skills, diversity and expertise, particularly in the areas of accounting and finance, management, government/regulation, leadership and convenience store and other retail-related industries, sufficient to provide sound and prudent guidance with respect to our operations and interests. In addition, although it does not have a separate policy with respect to diversity, the Nominating and Governance Committee considers the issue of diversity among the factors used to identify nominees for directors and is committed to seeking out a representative pool of candidates for each board opening. The goal is to assemble and maintain a Board comprised of individuals that not only possess a high level of business acumen, but who also demonstrate a commitment to the Company’s Code of Business Conduct and Ethics in carrying out the Board’s responsibilities with respect to oversight of the Company’s operations.

To the extent authorized by the proxies, the shares represented by the proxies will be voted in favor of the election of the four nominees for director whose names are set forth below. If for any reason any of these nominees is not a candidate when the election occurs, the shares represented by the proxies will be voted for the election of the other nominees named and may be voted for any substituted nominees or the Board size may be reduced.

All directors, other than Mr. Clyde (our President and Chief Executive Officer), were determined to be independent by the Board based on the rules of the NYSE and the standards of independence included in the Company’s Corporate Governance Guidelines. As part of its independence recommendation to the Board, the Nominating and Governance Committee at its February meeting considered familial relationships of certain directors (Mr. Murphy and Mr. Deming are first cousins).

Mr. Murphy became the Non-Executive Chairman of the Board in connection with the spin-off of the Company from Murphy Oil Corporation (the “Spin-Off”), which was completed on August 30, 2013. As an independent chairman, he leads our regularly scheduled meetings of independent directors in

executive session, held outside the presence of Company management. These meetings occur at a minimum of three Board meetings each year.

Stockholders and other interested parties may send communications to the Board, specified individual directors and the independent directors as a group c/o the Corporate Secretary, Murphy USA Inc., 200 East Peach Street, El Dorado, Arkansas 71730. Communications will be kept confidential and forwarded to the specified director(s). Items that are unrelated to a director’s duties and responsibilities as a Board member, such as junk mail, may be excluded by the Corporate Secretary. The names and relevant detail of the nominees are listed below.

Director Nominees

Our Board is divided into three classes serving staggered three-year terms. Messrs. Murphy, Clyde, Miller and Ms. Turner, who are Class III directors, have been nominated for re-election at this Annual Meeting of Stockholders. Class I and Class II directors will serve until our annual meetings of stockholders in 2026 and 2027, 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. This section details the name, age, class, qualifications and committee memberships of our directors as of the 2025 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 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.



MURPHY USA INC. 2025 PROXY STATEMENT						PAGE 3

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PROPOSAL 1 \| ELECTION OF DIRECTORS

The following Class III directors are nominated for re-election at this Annual Meeting of Stockholders.


R. MADISON MURPHY Age: 67 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 Management, 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.



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PROPOSAL 1 \| ELECTION OF DIRECTORS


R. ANDREW CLYDE Age: 61 Director since: August 2013 Board Committees: Executive Committee						President and Chief Executive Officer of Murphy USA since its August 2013 spin-off; Director and Chair of Audit Committee of The Federal Reserve Bank of St. Louis since January 2021 (previously served two terms on the Little Rock Branch); National Trustee for Boys & Girls Clubs of America since 2020; Partner (Global Energy Practice), of Booz & Company (and prior to August 2008, Booz Allen Hamilton) (a global management and strategy consulting firm) from 2000 to 2013 (joined 1993), where he held leadership roles as North American Energy Practice Leader, Dallas office Managing Partner, and member of the Board Nominating Committee; Prior public accounting experience with Arthur Andersen & Co. and CPA (inactive) Skills and Experience: As President and CEO, Mr. Clyde has led the operational, cultural, and strategic transformation of Murphy USA since its public inception, leveraging his 20 years of management consulting experience serving integrated downstream and midstream energy firms, large independent c-store chains and a variety of small-box retailers on similar engagements. Serving on the St. Louis Federal Reserve Bank provides Mr. Clyde deep insights into the macro economy, state of markets and consumers, and evolving payments systems. In his prior consulting tenure, Mr. Clyde was a senior member of multiple global human capital leadership committees, providing insights for many of the foundational design elements of Murphy USA’s talent and culture strategy, which in turn supports Board succession planning. Mr. Clyde also serves on a mix of local and national not-for-profit organizations which provide insights into the challenges facing the communities Murphy USA serves. His broad industry knowledge, analogous strategic and transformational experiences and insights into Murphy USA’s customers and markets make Mr. Clyde a valuable member of our Board.



DAVID B. MILLER Age: 75 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.



MURPHY USA INC. 2025 PROXY STATEMENT						PAGE 5

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PROPOSAL 1 \| ELECTION OF DIRECTORS


ROSEMARY L. TURNER Age: 63 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; 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; 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 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.



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PROPOSAL 1 \| CONTINUING DIRECTORS

Continuing Directors

The following Class I and Class II directors are not up for re-election at this Annual Meeting of Stockholders. Class I directors will be up for election at our Annual Meeting in 2026 and Class II directors will be up for election at our Annual Meeting in 2027.

Class I Directors (terms expiring at the 2026 Annual Meeting)


CLAIBORNE P. DEMING Age: 70 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: 71 Director since: November 2018 Board Committees: Audit Committee Nominating and Governance Committee						Senior Consultant 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; 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. 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.



MURPHY USA INC. 2025 PROXY STATEMENT						PAGE 7

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PROPOSAL 1 \| CONTINUING DIRECTORS


JACK T. TAYLOR Age: 73 Director since: August 2013 Board Committees: Audit Committee (Chair) 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 one of these committees. Mr. Taylor lends considerable expertise to our Board in finance, accounting, and energy matters.

Class II Directors (terms expiring at the 2027 Annual Meeting)


DAVID L. GOEBEL Age: 74 Director since: October 2021 Board Committees: Audit Committee Executive Compensation Committee						Chairman of the Board of Jack in the Box Inc. (a NASDAQ-listed operator and franchisor of more than 2,800 restaurants) since 2020, Director since 2008; Director of Wingstop Inc. (a NASDAQ-listed operator and franchisor of over 2,200 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.



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PROPOSAL 1 \| CONTINUING DIRECTORS


JAMES W. KEYES Age: 69 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, which filed for reorganization under Chapter 11 of the US Bankruptcy Code in 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.



DIANE N. LANDEN Age: 64 Director since: August 2013 Board Committees: Nominating and Governance Committee (Chair) On February 13, 2025, Ms. Landen became a member of the Executive Compensation Committee and ceased being a member of the Audit Committee						Owner and President of Vantage Communications, Inc. (a private company in investment management, communications and broadcast property ownership company) 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.



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PROPOSAL 1 \| ELECTION OF DIRECTORS

DIRECTOR SKILLS AND EXPERIENCE

Murphy

Clyde

Deming

Goebel

Keyes

Landen

Miller

Phillips

Taylor

Turner

Current or Former Public Company CEO

Other Public Company Board Experience

(Current of 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


BOARD DEMOGRAPHICS


l			0-4 YEARS
l			5-10 YEARS


9.35 YEARS
Average Tenure


l			61-65 YEARS
l			≥ 66 YEARS


68.8 YEARS
Average Age


l			WOMEN
l			MEN


30%
Of Directors Are Women


l			MINORITY
l			OTHER


10%
Of Directors Racially/Ethnically Diverse



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BOARD AND GOVERNANCE MATTERS

Board Leadership Structure

The positions of Chairman of the Board and Chief Executive Officer of Murphy USA are currently held by two individuals. Mr. Murphy serves as our Chairman of the Board as a non-executive and independent director. Mr. Clyde serves as our President & Chief Executive Officer, and also serves as a director. Along with Messrs. Murphy and Clyde, other directors bring different perspectives and roles to the Company’s management, oversight and strategic development. The Company’s directors bring experience and expertise from both inside and outside the Company and industry, while the President & Chief Executive Officer is most familiar with the Company’s business and industry, most involved in the Company’s day-to-day operations and most capable of leading the execution of the Company’s strategy. The Board believes that having separate roles of Chairman and President & Chief Executive Officer is in the best interest of stockholders at this time because it facilitates independent oversight of management.

Environmental, Social and Governance (ESG)

The Nominating and Governance Committee is responsible for reviewing the Company’s strategy,

initiatives, policies and practices on ESG matters, including climate-related matters, that are significant to the Company, as well as the Company’s reporting of its ESG performance.

Our ESG strategy is overseen by the ESG Steering Committee, a group comprised of our CEO, Executive Vice Presidents and Senior Vice Presidents. This ESG strategy is implemented at a functional level by an ESG working group, which is comprised of cross-functional subject matter experts from across the business.

As part of our commitment to ESG, we are also focused on transparently reporting on our progress. In 2024, we published our third Environmental, Social and Governance Summary that considered internationally recognized standards and frameworks, such as the Value Reporting Foundation’s Sustainability Accounting Standards Board (SASB) standards. This summary represents our continued commitment to report on the sustainability of our business strategy and other important ESG topics. We will also continue to annually disclose our EEO-1 report on our website.

For more information about our ESG program please visit our website. https://ir.corporate.murphyusa.com(1)

(1)Web addresses to our website throughout this document are provided for convenience only. Nothing on our website, including our impact report or our ESG Summary, shall be deemed part of, or incorporated by reference into, this Proxy Statement. Some of these statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and our reports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. Inclusion of metrics or other information in such reports is not intended to imply that such information is material to the Company. The statements and reports may also change at any time and we undertake no obligation to update them, except as required by law.



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BOARD AND GOVERNANCE MATTERS \| RISK MANAGEMENT

Risk Management

Our Company’s management is responsible for the day-to-day management of risks to the Company. The Board has broad oversight responsibility for our risk management programs.

The Board exercises risk management oversight and control both directly and indirectly, the latter through various board committees as discussed below. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, including the risks associated with each. The Executive Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee is responsible for oversight of financial and cybersecurity risks and the ethical conduct of the Company’s business,

including the steps the Company has taken to monitor and mitigate these risks. The Nominating and Governance Committee, in its role of reviewing and maintaining the Company’s Corporate Governance Guidelines, manages risks associated with the independence of the Board and potential conflicts of interest, along with the Company’s ESG process and governance. While each committee is responsible for evaluating certain risks and overseeing the management of these risks, the entire Board is regularly informed through committee reports and by the President & Chief Executive Officer about the known risks to the strategy and the business. The Board of Directors does not believe that its role in risk-oversight has been affected by having separate roles of Chairman and President & Chief Executive Officer.



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BOARD AND GOVERNANCE MATTERS \| COMMITTEES

Committees

Our Board has established several standing committees in connection with the discharge of its responsibilities. The following table presents the standing committees of the Board and the current membership of the committees and the number of times each committee met in 2024.

NOMINEE / DIRECTOR

AUDIT

EXECUTIVE

EXECUTIVE
COMPENSATION

NOMINATING AND
GOVERNANCE

R. Madison Murphy

X(2)

X(1)

X(2)

R. Andrew Clyde

Claiborne P. Deming

X(1)

David L. Goebel

Fred L. Holliger(3)

James W. Keyes

Diane N. Landen(4)

X(1)

David B. Miller

Hon. Jeanne L. Phillips

Jack T. Taylor

X(1)

Rosemary L. Turner

Number of meetings in 2024

(1)Committee Chair

(2)Ex-Officio

(3)On May 9, 2024, Mr. Holliger retired from the Board and his positions on the Board's committees.

(4)On February 13, 2025, Ms. Landen became a member of the Executive Compensation Committee and ceased being a member of the Audit Committee.



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BOARD AND GOVERNANCE MATTERS \| COMMITTEES

Audit Committee – The Audit Committee has the sole authority to appoint or replace the Company’s independent registered public accounting firm, which reports directly to the Audit Committee. The Audit Committee also assists the Board with its oversight of the integrity of the Company’s financial statements, the independent registered public accounting firm’s qualifications, independence and performance, the performance of the Company’s internal audit function, the compliance by the Company with legal and regulatory requirements, the management of major financial risk and the review of programs related to compliance with the Company’s Code of Business Conduct and Ethics. Additionally, the Audit Committee reviews cybersecurity risks through regular updates from management, and it monitors the status of ongoing projects to strengthen existing controls and mitigate the risk of cybersecurity incidents. The Audit Committee meets with representatives of the independent registered public accounting firm and with members of Internal Audit for these purposes. The Board has designated Messrs. Taylor and Murphy as its Audit Committee Financial Experts as defined in Item 407 of Regulation S-K. All of the members of the Audit Committee are independent under the rules of the NYSE and the Company’s independence standards. For more information about Audit Committee procedures see pages 21-22.

Executive Committee – The Executive Committee is vested with the authority to exercise certain functions of the Board when the Board is not in session. The Executive Committee is also in charge of all general administrative affairs of the Company, subject to any limitations prescribed by the Board.

Executive Compensation Committee – The Executive Compensation Committee oversees the compensation of the Company’s executives and directors and administers the Company’s annual incentive compensation plan, its equity incentive compensation plans and its compensation clawback policies.

The Executive Compensation Committee consists entirely of independent directors, each of whom meets the NYSE listing independence standards and the Company’s independence standards. See “Compensation Discussion and Analysis” for additional information about the Executive Compensation Committee. In carrying out its duties, the Executive Compensation Committee has direct access to outside advisors, independent compensation consultants and others to assist them.

Nominating and Governance Committee – The Nominating and Governance Committee identifies and recommends potential director candidates, makes annual independence recommendations as to each director, recommends appointments to Board committees, oversees the self-evaluation process of the Board’s performance and reviews and assesses the Corporate Governance Guidelines of the Company. Information regarding the process for evaluating and selecting potential director candidates, including those recommended by stockholders, is set out in the Company’s Corporate Governance Guidelines.

Stockholders desiring to recommend director candidates for consideration by the Nominating and Governance Committee will be able to address their recommendations to: Nominating and Governance Committee of the Board of Directors, c/o Corporate Secretary, Murphy USA Inc., 200 East Peach Street, P.O. Box 7300, El Dorado, Arkansas 71731-7300. As a matter of policy, director candidates recommended by stockholders will be evaluated on the same basis as candidates recommended by the directors, executive search firms or other sources. The Corporate Governance Guidelines also provide a mechanism by which stockholders may send communications to directors.

The Nominating and Governance Committee consists entirely of independent directors, each of whom meets the NYSE listing independence standards and the Company’s independence standards. This committee coordinates with the Chairperson for each other Board committee to discuss and identify succession planning issues and makes recommendations to the full Board as needed. The Nominating and Governance Committee is also responsible for reviewing the Company’s strategy, initiatives, policies and practices on ESG matters, including climate-related matters, that are significant to the Company, as well as the Company’s reporting of its ESG performance.

Charters for the Audit, Executive, Executive Compensation and Nominating and Governance Committees, along with the Corporate Governance Guidelines and the Code of Business Conduct and Ethics, are available on the Company’s website at https://ir.corporate.murphyusa.com.



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BOARD AND GOVERNANCE MATTERS \| MEETINGS AND ATTENDANCE

Meetings and Attendance

During fiscal year 2024, there were five meetings of the Board. All nominees’ attendance exceeded 75% of the total number of meetings of the Board and committees on which they served. Pursuant to the Company’s Corporate Governance Guidelines, non-employee directors, all of whom are independent, must meet in executive session, without management, in conjunction with at least three regularly scheduled Board meetings per year, and did so in 2024. Mr. Murphy, in his role as Chairman of the Board, presided at these executive sessions. Also, as set forth in the Company’s Corporate Governance Guidelines, all Board members are expected to attend the Annual Meeting of Stockholders, and all did so in 2024.

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 2024, the cash component consisted of an annual retainer for each non-employee director in the amount of $100,000, plus an additional annual retainer for each chair as follows:

•Chairman of the Board: $170,000

•Audit Committee Chair: $25,000

•Executive Compensation Committee Chair: $20,000

•Nominating & Governance Committee Chair: $15,000

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 which, beginning with grants made in 2024, cliff vest after one year. Each non-employee director received a restricted stock unit grant with a target value of $160,000 on February 15, 2024. 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.



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BOARD AND GOVERNANCE MATTERS \| 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

2024 Non-Employee Director Compensation Table


NAME	FEES EARNED OR PAID IN CASH(1) ($)	STOCK AWARDS(2) ($)	ALL OTHER COMPENSATION(3) ($)	TOTAL ($)
R. Madison Murphy	270,234	176,653	25,000	471,887
Claiborne P. Deming	121,141	176,653	25,000	322,794
David L. Goebel	100,152	177,791	—	277,943
James W. Keyes	100,224	176,653	—	276,877
Fred L. Holliger(4)	36,313	58,516	—	94,829
Diane N. Landen	115,224	176,653	25,000	316,877
David B. Miller	100,989	176,653	—	277,642
Hon. Jeanne L. Phillips	100,797	177,791	—	278,588
Jack T. Taylor	126,180	176,653	25,000	327,833
Rosemary L. Turner	100,152	177,791	—	277,943

(1)The amounts shown reflect the cash retainers paid during the fiscal year ended December 31, 2024, 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 2024. The aggregate number of restricted stock units including restricted stock units awarded in lieu of quarterly cash retainers outstanding as of December 31, 2024, was 2,522 for Mr. Taylor, 2,495 for Mr. Deming, 2,388 for Mr. Miller, 2,177 for Ms. Phillips, 1,856 for Ms. Turner, 1,855 for Mr. Goebel and 1,852 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)On May 9, 2024, Mr. Holliger retired from the Board and his positions on the Board's committees.

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.



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BOARD AND GOVERNANCE MATTERS	\|	NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES AND PLEDGING

Non-Employee Director Stock Ownership Guidelines and Pledging

The Board established stock ownership guidelines for non-employee directors of the Company. Directors are expected to achieve stock ownership of at least three times their annual cash retainer within five years of beginning their service. A director may not pledge Company securities either 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 guidelines above. Once such stock ownership target has been achieved, a director is permitted to pledge Company securities in compliance with applicable law (including disclosure of such pledging in the Company’s proxy statement, as required by SEC regulations), so long as all stock owned to satisfy the applicable stock ownership target remains unpledged. Any pledging of shares must be disclosed to the Board and pre-approved by the General Counsel in advance of such pledging. These guidelines are designed to ensure that directors display confidence in the Company through the ownership of a significant amount of our stock. As of December 31, 2024, all of our directors had met or were on track to comply with these stock ownership guidelines within the applicable five-year period.

Code of Business Conduct and Ethics

Executive officers and directors are governed by the Company’s written Code of Business Conduct and Ethics, which provides that waivers of any part of the Code for directors or executive officers may only be granted by the Board of Directors or a Board committee and must be promptly disclosed to stockholders. No such waivers were granted nor applied for in fiscal year 2024. The Company intends to disclose any waivers of or amendments to the Code of Business Conduct and Ethics that apply to our directors or executive officers on its website at https://ir.corporate.murphyusa.com. The Company’s Corporate Governance Guidelines require that all directors recuse themselves from any discussion or decision affecting their personal, business or professional interests.

Review, Approval or Ratification of Transactions with Related Persons

During 2024, the Company did not engage in any related-person transactions involving members of the Board or executive officers. Conflicts of interest subject to the Company’s written Code of Business Conduct and Ethics that constitute a Related Party Transaction, as defined under the rules of the SEC, shall be reviewed by the Nominating and Governance Committee of the Board.

The Nominating and Governance Committee reviews ordinary course of business transactions with firms associated with directors and nominees for director. The Company’s management also monitors these transactions on an ongoing basis.

Insider Trading Policy

We maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our Company’s securities by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as NYSE listing standards. A copy of our insider trading policy was filed as exhibit 19.1 to our annual report on Form 10-K. In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in the Company’s securities.



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OWNERSHIP OF MURPHY USA COMMON STOCK

Security Ownership of Certain Beneficial Owners

The following are known to the Company to be the beneficial owners of more than five percent of the Company’s common stock (as of the most recent date of such stockholder’s Schedule 13G filing for Murphy USA with the SEC):


NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	PERCENTAGE(1)
BlackRock, Inc. 55 East 52nd Street New York, NY 10055(2)	1,998,637	10.1%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355(3)	1,984,888	10.0%
FMR LLC 245 Summer Street Boston, MA 02210(4)	1,751,203	8.8%

(1)Percentage based on 19,794,836 shares of common stock outstanding as of the record date.

(2)Total includes 1,904,126 shares with sole voting power, zero shares with shared voting power, 1,998,637 shares with sole dispositive power and zero shares with shared dispositive power. Information based on Schedule 13G filed on January 24, 2024.

(3)Total includes zero shares with sole voting power, 8,899 shares with shared voting power, 1,954,701 shares with sole dispositive power and 30,187 shares with shared dispositive power. Information based on Schedule 13G filed on February 13, 2024.

(4)Total includes zero shares with sole voting power, zero shares with shared voting power, 1,751,203 shares with sole dispositive power and zero shares with shared dispositive power. Information based on Schedule 13G filed on November 8, 2024.



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OWNERSHIP OF MURPHY USA COMMON STOCK	\|	SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

Security Ownership of Directors and Management

The following table sets forth information, as of the record date, concerning the number of shares of Common Stock of the Company beneficially owned by all directors and nominees, each of the Named Executive Officers (as listed in the first table of the Compensation Discussion and Analysis section of this Proxy) and directors and executive officers as a group.


NAME	PERSONAL WITH FULL VOTING AND INVESTMENT POWER(1)(2)	PERSONAL AS BENEFICIARY OF TRUSTS	VOTING AND INVESTMENT POWER ONLY	EQUITY AWARDS WHICH MAY SETTLE WITHIN 60 DAYS	TOTAL	PERCENT OF OUTSTANDING (IF GREATER THAN ONE PERCENT)
Claiborne P. Deming	269,658	394,884	—	1,088	665,630	3.36%
David L. Goebel	1,447	—	—	612	2,059	(3)
James W. Keyes	17,356	—	—	—	17,356	(3)
Diane N. Landen	68,535	76,837	8,991(4)	—	154,363	(3)
David B. Miller	46,061	—	—	536	46,597	(3)
R. Madison Murphy	—	384,172	164,171(5)	—	548,343	2.77%
Hon. Jeanne L. Phillips	3,146	—	—	1,380	4,526	(3)
Jack T. Taylor	12,618	9,786(6)	—	1,115	23,519	(3)
Rosemary L. Turner	—	—	—	1,058	1,058	(3)
R. Andrew Clyde	222,393(7)	—	—	129,050	351,443	1.78%
Mindy K. West	118,266	—	—	37,900	156,166	(3)
C. Galagher Jeff	—	—	—	—	—	(3)
Chris A. Click	4,414	—	—	2,050	6,464	(3)
Renee M. Bacon	5,927	—	—	3,450	9,377	(3)
Robert J. Chumley	9,701	—	—	—	9,701	(3)
Directors & executive officers as a group (17 persons)	781,844	865,679	173,162	182,489	2,003,174	10.12%

(1)Includes Murphy USA Savings 401(k) Plan shares in the following amounts: Mr. Clyde 1,529 qualified shares and Ms. West 877 qualified shares. Excludes shares of common stock underlying phantom stock units held under the Murphy USA Supplemental Executive Retirement Plan in the following amounts: Mr. Clyde 20,503 shares.

(2)Includes shares of common stock held by spouse and other household members as follows: Mr. Deming 12,110 shares held by spouse; Ms. Landen 2,043 shares owned jointly with spouse and children.

(3)Less than 1%.

(4)Includes 8,991 shares of common stock held by trusts for which Ms. Landen is the trustee.

(5)Includes (i) 70,297 shares of common stock held by a private foundation of which Mr. Murphy is President for which beneficial ownership is expressly disclaimed, (ii) 41,379 shares of common stock held in trust for children in which spouse is Trustee, (iii) includes 42,216 shares owned by The 2011 Murphy Family Trust beneficial ownership expressly disclaimed, (iv) includes 8,316 shares owned by The Suzanne and Madison Murphy Grandchildren’s Trust, beneficial ownership expressly disclaimed, (v) includes 1,963 shares of common stock held in trust for grandchildren in which spouse is Trustee, beneficial ownership is expressly disclaimed.

(6)Includes 9,786 shares of common stock held by trust for which Mr. Taylor and his spouse are the beneficiaries and trustees.

(7)Includes 75,422 shares of common stock held by a family limited partnership, an entity established and beneficially owned by Mr. Clyde for estate planning purposes.

Section 16(a) Beneficial Ownership Reporting Compliance

Based on a review of the copies of reports filed by the Company’s directors and executive officers pursuant to Section 16(a) of the Securities Exchange Act of 1934, and on representations from the reporting persons, the Company believes that each reporting person has complied with all applicable filing requirements during fiscal 2024, except for one Form 4 filed late by each of Messrs. Deming and Taylor each reporting the vesting and settlement of a restricted stock unit award.



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PROPOSAL 2									RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2025

The Audit Committee and the Board have approved the engagement of KPMG LLP as Murphy USA’s independent registered public accounting firm for 2025. Representatives of that firm are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

Ratification of the selection of accountants requires approval by a majority of the votes cast by the stockholders of Murphy USA Common Stock, which votes are cast “for” or “against” the ratification. Murphy USA’s Board is requesting stockholder ratification as a matter of good corporate practice. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG LLP. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if it determines that such change would be in the best interests of Murphy USA and its stockholders.

The Audit Committee evaluates the qualifications, performance, and independence of the independent auditor, including the lead partner, on an annual basis (in each case in light of SEC and NYSE independence and other applicable standards then in effect). The Audit Committee ensures the regular rotation of the lead audit partner as required by law and is involved in the selection of the lead audit partner. In addition, the Audit Committee receives periodic reports on the hiring of KPMG LLP partners and other professionals (if hired) to help ensure KPMG LLP satisfies applicable independence rules.

KPMG LLP has served as Murphy USA’s independent registered accounting firm since the Spin-Off in 2013 and prior to that served as the auditor to Murphy USA’s former parent for more than 60 years. KPMG LLP reports directly to the Audit Committee of Murphy USA. In selecting KPMG LLP as Murphy USA’s independent registered accounting firm for 2025, the Audit Committee considered a number of factors, including:

•the quality of its ongoing discussions with KPMG LLP, including the professional resolution of accounting and financial reporting matters with its national office,

•the professional qualifications of KPMG LLP, the lead audit partner and other key engagement partners,

•KPMG LLP’s independence program and its processes for maintaining its independence,

•KPMG LLP’s depth of understanding of Murphy USA’s businesses, accounting policies and practices and internal control over financial reporting,

•the appropriateness of KPMG LLP’s fees for audit and non-audit services (on both an absolute basis and as compared to its peer firms),

•consideration of KPMG LLP’s known legal risks and significant proceedings that may impair their ability to perform Murphy USA’s annual audit,

•the most recent PCAOB inspection report on KPMG LLP and the results of “peer review” and self-review examinations, and

•the results of management’s and the Audit Committee’s annual evaluations of the qualifications, performance and independence of KPMG LLP.

In addition, the Audit Committee periodically considers the appropriateness of a rotation of the independent registered accounting firm. At this time, the Audit Committee and the Board believe that the continued retention of KPMG LLP as Murphy USA’s independent registered public accounting firm is in the best interests of Murphy USA and its stockholders. Under Murphy USA’s policy for pre-approval of audit and permitted non-audit services by KPMG LLP, the Audit Committee has delegated the right to pre-approve services between meeting dates to the Chair of the Committee, subject to ratification of the full Committee at the next scheduled meeting. The Committee evaluates all services, including those engagements related to tax and internal control over financial reporting, considering the nature of such services in light of auditor independence, in accordance with the rules of the PCAOB.



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PROPOSAL 2 \| AUDIT COMMITTEE REPORT

Audit Committee Report

Management is responsible for the preparation, presentation and integrity of Murphy USA’s financial statements, for its accounting and financial reporting principles and for the establishment and effectiveness of internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for performing an independent audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles in the United States of America and expressing an opinion on the effectiveness of internal control over financial reporting. The independent auditors have free access to the Audit Committee to discuss any matters they deem appropriate.

Committee Organization and Operation

The Audit Committee’s function is to assist the Board in its oversight of:

•The integrity of Murphy USA’s financial statements;

•Murphy USA’s internal control over financial reporting;

•Murphy USA’s compliance with legal and regulatory requirements;

•The independent accountants’ qualifications, independence and performance;

•The performance of Murphy USA’s internal audit function; and

•Murphy USA’s IT risk exposure, including cybersecurity risks.

The Audit Committee is also directly responsible for the appointment, compensation, retention and oversight of Murphy USA’s independent registered public accounting firm. The Audit Committee’s charter is available in the Corporate Governance section of Murphy USA’s corporate website at https://ir.corporate.murphyusa.com.

The Audit Committee held seven meetings during 2024. The Audit Committee Chair and members of the Audit Committee also held numerous additional meetings throughout 2024 with members of Murphy USA corporate, business segment and internal audit management and with Murphy USA’s independent registered public accounting firm, KPMG LLP. The Committee believes that these meetings were helpful in discharging its oversight responsibilities, including

with respect to financial reporting and disclosure, risk management and internal controls.

Independence

The Board, on the recommendation of the Nominating and Corporate Governance Committee, has determined that all members of the Audit Committee are independent, as required by NYSE listing standards and SEC rules, and that they each met the Company’s enhanced independent standard for membership on the Company’s Audit Committee.

Expertise

The Board has also determined, on the recommendation of the Nominating and Governance Committee, that all members of the Audit Committee are financially literate and have accounting or related financial management expertise, each as defined by NYSE listing standards. Mr. Taylor and Mr. Murphy have been designated as the “audit committee financial experts,” as defined under SEC rules. The Audit Committee’s assistance in the Board oversight of Murphy USA’s compliance with legal and regulatory requirements primarily focuses on the effect of such matters on Murphy USA’s financial statements, financial reporting and internal control over financial reporting.

Audited Financial Statements

In the performance of its oversight function, the Audit Committee has considered and discussed the 2024 audited financial statements with management and KPMG LLP, including a discussion of the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments, clarity of the disclosures and the condition of internal control over financial reporting. The Audit Committee has reviewed with the Head of Internal Audit and the KPMG LLP engagement team the scope and plans for their respective audits and has met with each of the Head of Internal Audit and the senior engagement partner of KPMG LLP, with and without management present, to discuss audit results, their evaluations of Murphy USA’s internal controls and the overall quality of Murphy USA’s financial reporting. The Audit Committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. Finally, the Audit Committee has received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP its independence.



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PROPOSAL 2 \| FEES PAID TO KPMG LLP

Fees Paid to KPMG LLP

The table below shows the fees paid by Murphy USA to KPMG LLP in 2024 and 2023.


	2024 (IN THOUSANDS)	2023 (IN THOUSANDS)

Fees paid by Murphy USA:
Audit fees(1)	$1,332	$1,348
Audit-related fees	—	—
Tax fees	—	—
All other fees(2)	—	7
Total Fees	$1,332	$1,355

(1)Audit fees include fees for the audit of Murphy USA’s consolidated financial statements, as well as subsidiary and statutory audits directly related to the performance of the Murphy USA consolidated audit. Audit fees include out-of-pocket expenses of $32 in 2024 and $33 in 2023.

(2)All other fees include payments related to miscellaneous IT consulting costs in 2023.

All of the services provided by KPMG LLP and the fees paid by Murphy USA were authorized and approved by the Audit Committee in compliance with the pre-approval policy and procedures described above. The Audit Committee considers the non-audit services rendered by KPMG LLP during the most

recently completed fiscal year in its annual independence evaluation.

If you do not ratify the appointment of KPMG LLP, the Audit Committee will reconsider its appointment. Even if you do ratify the appointment, the Audit Committee retains its discretion to reconsider its appointment if it believes necessary in the best interest of the Company and the stockholders.

Conclusion

Based on the review and discussions described in this report, the Audit Committee, in accordance with its responsibilities, recommended to the Board, and the Board approved, the inclusion of the audited financial statements for the year ended December 31, 2024 in Murphy USA’s 2024 Annual Report on Form 10-K.

Audit Committee:

Jack T. Taylor (Chair)

David L. Goebel

Diane N. Landen

R. Madison Murphy

Hon. Jeanne L. Phillips

Rosemary L. Turner

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE

APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2025.



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PROPOSAL 3									APPROVAL OF EXECUTIVE COMPENSATION ON AN ADVISORY, NON-BINDING BASIS

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”) enables the Company’s stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.

As described in detail under the heading “Compensation Discussion and Analysis,” the Company’s executive compensation programs are designed to attract, motivate and retain the Named Executive Officers, who are critical to the Company’s success. Under these programs, the Named Executive Officers are rewarded for the achievement of specific annual, long-term and strategic goals, corporate goals and the realization of increased stockholder value. Please read the “Compensation Discussion and Analysis” along with the information in the compensation tables for additional details about the executive compensation programs, including information about the fiscal year 2024 compensation of the Named Executive Officers.

Stockholders are asked to indicate their support for the Named Executive Officer compensation as described in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives stockholders the opportunity to express their views on the Named Executive Officers’ compensation. This

vote is being provided as required pursuant to Section 14A of the Securities Exchange Act of 1934. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Stockholders are requested to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2024 Summary Compensation Table and the other related tables and disclosures.”

The Say-on-Pay vote is advisory, and therefore not binding on the Company, the Executive Compensation Committee or the Board. The Board and the Executive Compensation Committee value the opinions of stockholders and will consider stockholders’ views and the Executive Compensation Committee will evaluate whether any actions are necessary to address those views. We currently anticipate that the next Say-on-Pay vote will be held at our 2026 annual general meeting of stockholders.

THE BOARD RECOMMENDS A VOTE “FOR” THE NON-BINDING APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.



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COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis provides an overview of the compensation provided to our "Named Executive Officers" or "NEOs" during the fiscal year ended December 31, 2024:


NAME			TITLE
R. Andrew Clyde			President & Chief Executive Officer (CEO)
Mindy K. West(1)			EVP & Chief Operating Officer (COO)
C. Galagher Jeff(2)			EVP & Chief Financial Officer (CFO)
Chris A. Click(3)			EVP Strategy, Growth & Innovation
Renee M. Bacon			SVP S&O & Chief Merchandising Officer (CMO)
Robert J. Chumley			SVP & Chief Digital Officer (CDO)

(1)Mindy K. West was appointed EVP & COO effective March 1, 2024. Ms. West previously served as EVP, Fuels, CFO and Treasurer.

(2)C. Galagher Jeff joined the Company as EVP & CFO effective March 1, 2024.

(3)Chris A. Click was appointed EVP, Strategy, Growth, & Innovation effective March 1, 2024. Mr. Click previously served as SVP, Strategy & Analytics.

To further illustrate the concepts in this Compensation Discussion and Analysis, we have included charts and tables where we believe appropriate to enhance our stockholders’ understanding of the compensation of our NEOs. This Compensation Discussion and Analysis should be read in conjunction with this tabular information beginning on page 40 in this Proxy Statement.

Executive Leadership Transitions in 2024

As part of succession planning efforts, effective March 1, 2024, Mindy K. West, previously EVP, Fuels, and CFO and Treasurer, was elected to the role of EVP & COO.

Effective March 1, 2024, C. Galagher Jeff joined the Company and succeeded Ms. West as EVP & CFO.

Effective March 1, 2024, Chris A. Click was elected EVP, Strategy, Growth & Innovation.

Overview

Murphy USA operates one of the nation’s largest convenience store chains, with a total of 1,757 stores in 27 states, located primarily in the Southwest, Southeast, Midwest and Northeast United States as of December 31, 2024, the majority of which are located in close proximity to Walmart Supercenters. The Company also markets gasoline and other

products at standalone stores under the Murphy and QuickChek brands.

Executive Compensation Philosophy and Objectives

The Executive Compensation Committee (referred to as the “Committee” in this section) bases its executive compensation decisions on principles designed to align the interests of our executives with those of our stockholders. The Committee believes the compensation program should provide a direct link between the Company’s values, objectives, business strategies and financial results and compensation earned. In order to motivate, attract, and retain key executives who are critical to its long-term success, the Company aims to provide compensation packages that are competitive with others in the retail industry. In addition, the Company believes that executives should be rewarded for both the short- and long-term success of the Company and, conversely, be subject to a degree of downside risk in the event that the Company does not achieve its performance objectives.

Aligning Pay with Performance

The Committee believes our compensation programs provide a strong “pay for performance” link between the compensation provided to our executives and the Company’s performance, both on an absolute basis and relative to its peers. Consistent with the fundamental principle that compensation programs should pay for performance, the Company’s strong performance during 2024 directly impacted compensation decisions and pay outcomes. Annual incentives for NEOs were earned at 54.1% of target, reflecting the Company’s 2024 performance relative to predefined targets. See pages 32-33 for additional information. Performance stock units (“PSUs”) linked to the Company’s performance for the three-year period ended in 2024 were earned at 200% of target. See page 36 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.



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COMPENSATION DISCUSSION AND ANALYSIS \| 2024 BUSINESS HIGHLIGHTS

2024 Business Highlights

We measure our operating performance relative to the execution of a proven strategy that reflects five coherent themes that leverage our differentiated strengths and capabilities. This “5-Point Strategy” supports a business model which is both enduring in a highly volatile industry and difficult for competitors to replicate. Our strategy creates a unique way to compete for customers, workforce talent, supplier-partner support and stockholder capital. We take none of these stakeholders for granted and our goal is to create sustained value for all of them while making a positive impact in the communities we serve. Highlighted accomplishments among the 5-Point Strategy for 2024 include:



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COMPENSATION DISCUSSION AND ANALYSIS \| RETURN TO STOCKHOLDERS

Return to Stockholders

Since inception, the Company has delivered consistent returns to our stockholders. In May 2023, the Board authorized a share repurchase program of up to $1.5 billion that began upon completion of the 2021 $1 billion authorization and to be executed by December 31, 2028. The authorization reaffirms the Company’s commitment to supplement organic growth initiatives with shareholder distributions, including its dividend growth plan, to maximize value creation over time.

In 2024, total share repurchases were $446.6 million under the 2023 authorization, leaving approximately $937.8 million remaining under the 2023 authorization.

In total, we have completed approximately $3.5 billion in share repurchases and have reduced the original share count by nearly 60% in a little more than 11 years of operation.

Additionally, the Company’s strong financial performance in recent years has allowed us to continue to grow the dividend for eleven consecutive quarters, resulting in a compound average annual growth rate of over 20% per year since 2021.



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COMPENSATION DISCUSSION AND ANALYSIS \| 2024 "SAY-ON-PAY" VOTE RESULT

Our three-year annualized total shareholder return ("TSR") for the period ending December 31, 2024 of 38.8% outpaced the median TSR of our peer group (discussed in the “Role of Market Data” section included on page 28 in this Proxy Statement) and the S&P 500.

2024 “Say-on-Pay” Vote Result

The Committee carefully considered the results of our May 2024 Say-on-Pay vote on NEO compensation, in which 97.1% of the advisory votes cast were in support of the Company’s Say-on-Pay proposal and executive compensation programs for our NEOs as described in our 2024 Proxy Statement. The Committee interpreted this level of support as affirmation by our stockholders of the design and overall execution of our executive compensation programs.

Throughout the past year, the Company engaged in dialogue with our largest stockholders about various corporate governance topics, including executive compensation. The Company values these discussions and encourages our stockholders to provide feedback about our executive compensation programs.

Based on the results of the 2024 vote and our ongoing dialogue with our stockholders, as well as a consideration of evolving best practices, the Committee continues to examine our compensation programs to ensure alignment with stockholder interests remains strong.



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COMPENSATION DISCUSSION AND ANALYSIS	\|	COMPENSATION DESIGN PRINCIPLES AND GOVERNANCE PRACTICES

Compensation Design Principles and Governance Practices

The Committee intends for its compensation design principles to protect and promote our stockholders’ interests. We believe our NEO compensation programs are consistent with best practices for sound corporate governance.


WE DO						WE DO NOT
üPay for performance – a large majority of compensation is performance-based and at-risk üMitigate undue business risk in compensation programs and perform an annual compensation risk assessment üUtilize an independent compensation consultant üMaintain stock ownership guidelines and restrict pledging for executives and Directors üUtilize multi-year vesting periods for annual equity-based compensation üMaintain 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						ûMaintain employment agreements ûProvide excessive perquisites ûPermit hedging transactions ûMaintain separate change-in-control ("CIC") agreements other than with the CEO û Provide excise tax gross-ups on CIC benefits û Provide tax gross-ups on perquisites, except in connection with relocation assistance û Allow repricing or cash buyout of underwater options û Allow current payment of dividends or dividend equivalents on unearned long-term incentives ûProvide single trigger equity vesting for new equity awards

Role of the Committee

The Committee has responsibility for discharging the Board's responsibilities with respect to compensation of the Company’s executives. In particular, the Committee annually reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of those goals and objectives, and determines and approves the CEO’s compensation based on this evaluation. In doing so, the Committee reviews all elements of the CEO’s compensation. The Committee also approves executive compensation for the Company’s other executive officers, approves and administers incentive compensation and equity-based plans, monitors compliance of directors and executive officers with Company stock ownership requirements and administers our compensation clawback policies. Pursuant to its charter, the Committee has the sole authority to retain and terminate compensation consultants, as well the sole authority to approve their fees and other terms. The Committee also has the authority to obtain advice and assistance from

internal or external legal, accounting or other advisors. For additional information on the responsibilities of the Committee, see the “Committees–Executive Compensation Committee” section included on page 14 in this Proxy Statement.

Role of Market Data

The Committee adopted a peer group for purposes of reviewing and approving 2024 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)



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COMPENSATION DISCUSSION AND ANALYSIS \| ROLE OF THE CEO IN COMPENSATION DECISIONS

•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 2024 compensation peer group consists of the following companies:


• Advance Auto Parts [AAP] •Alimentation Couche-Tard [ANCFT] •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]

The performance peer group used to assess relative TSR performance under the Company’s PSU program is identical to the compensation peer group.

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.

Role of the CEO in Compensation Decisions

The CEO periodically reviews the performance of each of the NEOs, excluding himself, develops preliminary recommendations regarding salary adjustments and annual and long-term award amounts, and provides recommendations to the Committee. The Committee can exercise its discretion to modify any recommendations and make final decisions. The CEO does not participate in Committee discussions regarding CEO compensation.



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COMPENSATION DISCUSSION AND ANALYSIS \| ELEMENTS OF COMPENSATION

Elements of Compensation

Our compensation program is primarily comprised of three key components, each designed to be market-competitive and to help attract, motivate, retain and reward our NEOs.

ELEMENT

KEY CHARACTERISTICS

OBJECTIVES

Base

Salary

• Fixed minimum level of compensation

• Reward the executive for day-to-day execution of primary duties and responsibilities

• Reviewed annually and adjusted if and when appropriate

• Provide a foundation level of compensation upon which incentive opportunities can be added to provide the motivation to deliver superior performance

Annual

Incentives

• Variable cash compensation component

• Motivate and reward NEOs for achieving annual business goals

• Performance-based award opportunity based on annual operational and individual performance

• Align executives’ interests with the interests of stockholders

•Drive the achievement of key business results on an annual basis and recognize individual contributions

Long-term

Incentives

•Variable equity-based compensation component

• Align executives’ interests with the interests of stockholders

• Performance-based award opportunity based on long-term performance

•Reinforce the critical objective of building stockholder value over the long term

• Focus management attention upon the execution of the long-term business strategy



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COMPENSATION DISCUSSION AND ANALYSIS \| TARGET COMPENSATION MIX

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.

Target Compensation Mix

Base Salary

Base salary is designed to provide a competitive fixed rate of pay recognizing each employee’s level of responsibility and performance. In setting base salary levels for NEOs, the Committee considers competitive market data in addition to other factors such as duties, responsibilities, experience, individual performance, retention concerns, internal equity considerations, Company performance, general economic conditions and marketplace compensation trends.

Base salaries are reviewed annually. In 2024, the Committee increased salaries for Ms. West and Mr. Click to reflect their expanded roles. In addition, the Committee increased salaries for all other NEOs to reflect their performance in their role and to bring salaries closer to competitive market levels for similar positions.



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COMPENSATION DISCUSSION AND ANALYSIS \| TARGET COMPENSATION MIX

The following table shows the annual base salary rates for each of the NEOs effective February 1, 2023 and February 1, 2024:


NAME	TITLE	2023 SALARY ($)	2024 SALARY ($)

R. Andrew Clyde	President & CEO	1,272,050	1,310,000
Mindy K. West(1)	EVP & COO	750,000	800,000
C. Galagher Jeff(2)	EVP & CFO	—	600,000
Chris A. Click(1)	EVP, Strategy, Growth & Innovation	470,000	550,000
Renee M. Bacon	SVP S&O & CMO	485,000	505,000
Robert J. Chumley	SVP & CDO	470,000	490,000

(1)Reflects 2024 annualized base salary rates for Ms. West and Mr. Click effective upon promotion to their current roles in March 2024. Actual salaries received are included in the Summary Compensation Table on page 40.

(2)Mr. Jeff was not an employee during 2023. Mr. Jeff joined the Company in March 2024 and the 2024 salary for Mr. Jeff reflects an annualized base salary rate. Actual salary received is included in the Summary Compensation Table on page 40.

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. The annual bonus targets for Ms. West and Mr. Click were increased effective March 1, 2024 to reflect their expanded roles. No adjustments were made to the other NEOs' annual bonus targets for 2024. The following table shows target bonuses as a percentage of base salary for each of the NEOs in 2024:

NAME

TITLE

TARGET BONUS AS A

% OF SALARY

R. Andrew Clyde

President & CEO

150

Mindy K. West

EVP & COO

100

C. Galagher Jeff

EVP & CFO

Chris A. Click

EVP, Strategy, Growth & Innovation

Renee M. Bacon

SVP S&O & CMO

Robert J. Chumley

SVP & CDO

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.

2024 Corporate Performance

For 2024, 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 2024.



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COMPENSATION DISCUSSION AND ANALYSIS \| ANNUAL INCENTIVE PLAN

The Company delivered between the minimum and target performance for Adjusted EBITDA, Fuel Volume, Fuel Contribution and Coverage Ratio, while it performed below the minimum threshold for Merchandise Contribution.

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 2024:


METRIC	WEIGHTING (%)	THRESHOLD (50% PAYOUT)	TARGET (100% PAYOUT)	MAXIMUM (200% PAYOUT)	ACTUAL	PAYOUT% OF TARGET (%)	WEIGHTED PERFORMANCE SCORE (%)

Adjusted EBITDA ($MM)(1)	40	1,000.0	1,100.0	1,200.0	1,006.8	53.4	21.4
Fuel Volume (K-gal APSM)(2)	20	239.3	244.0	248.3	240.6	64.1	12.8
Fuel Contribution ($MM)(3)	10	1,395.0	1,580.0	1,615.0	1,469.7	70.2	7.0
Merchandise Contribution ($MM)(4)	15	850.0	870.0	890.0	833.7	0.0	0.0
Coverage Ratio (%)(5)	15	95.0	96.8	98.6	96.3	86.1	12.9
Total	100						54.1

(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 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 2024, 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 2024, 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 2024:


NAME	BONUS TARGET ($)	AIP % ACHIEVED	ACTUAL BONUS ($)

R. Andrew Clyde	1,883,420	54.1	1,018,931
Mindy K. West(1)	741,636	54.1	401,225
C. Galagher Jeff(2)	357,404	54.1	193,356
Chris A. Click(1)	382,454	54.1	206,908
Renee M. Bacon	338,511	54.1	183,135
Robert J. Chumley	328,422	54.1	177,676

(1)Bonus targets were increased effective March 1, 2024 for Ms. West and Mr. Click in connection with their respective promotions. The above bonus targets and actual bonus amounts were prorated based on the portion of the year in which Ms. West and Mr. Click served in their former and current roles.

(2)Mr. Jeff joined the Company in March 2024. Target and actual bonus amounts reflect a pro-rata portion based on the portion of the year in which he served.



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COMPENSATION DISCUSSION AND ANALYSIS \| LONG-TERM INCENTIVE COMPENSATION

Long-Term Incentive Compensation

In 2024, 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, as well as the timing of certain stock options granted to our NEOs in 2024, please see pages 54-55.

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.



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COMPENSATION DISCUSSION AND ANALYSIS \| LONG-TERM INCENTIVE COMPENSATION

STOCK OPTIONS

RESTRICTED STOCK UNITS

PERFORMANCE STOCK UNITS

Weighting

25%

50%

Objectives

• Provide a direct link between executive officer compensation and 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

Vesting

•Vest in two equal installments on the second and 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 and pay out only if the underlying RSUs vest

•Dividend equivalent units are accumulated during the performance period and pay out only to the extent that the underlying PSUs vest and are earned



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COMPENSATION DISCUSSION AND ANALYSIS \| EMPLOYEE BENEFITS AND PERQUISITES

Performance Stock Units

Vesting for 50% of the PSUs granted in 2024 will be based on Murphy USA’s TSR performance between 2024 and 2026 relative to the Company’s performance peer group (which is the same as the compensation peer group on page 29). 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:

ACHIEVEMENT LEVEL

PERCENTILE
RANK
RELATIVE
TO PEERS

PAYOUT

% OF

TARGET(1)

Maximum

≥75th

200

Target

50th

100

Threshold

25th

Below Threshold

<25th

(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 2024 will be based on Murphy USA’s three-year average ROACE performance between 2024 and 2026 as compared to the Company’s three-year ROACE target set by the Committee at the beginning of the performance period.

Earned Amounts of 2022 to 2024 Annual PSUs

In February 2025, the Committee certified the performance results for the 2022 PSUs for the three-year performance period that ended December 31, 2024. 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 200% 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:


METRIC	WEIGHTING (%)	THRESHOLD (50% PAYOUT)	TARGET (100% PAYOUT)	MAXIMUM (200% PAYOUT)	ACTUAL	PAYOUT % OF TARGET (%)	WEIGHTED PERFORMANCE SCORE (%)

ROACE (%)	50	13.0	14.5	16.0	27.1	200.0	100.0
Relative TSR (Percentile Rank)	50	25ᵗʰ	50ᵗʰ	75ᵗʰ	94.1	200.0	100.0
Total	100						200.0%

Employee Benefits and Perquisites

Murphy USA’s executives are provided usual and customary employee benefits available to all employees (except certain hourly retail employees). These include a qualified defined contribution plan (401(k)) (“Savings Plan”), health insurance, life insurance, accidental death and dismemberment insurance, medical and dental insurance, vision insurance and long-term disability insurance.

The purpose of the Savings Plan, a tax-qualified defined contribution retirement plan, is to provide retirement benefits for all the employees of Murphy USA who participate. All employees are allowed to contribute on a pre-tax basis up to 40 percent of their eligible pay. The Company matches contributions, dollar-for-dollar, up to the first six percent of base pay. Participating employees, including the NEOs, are immediately vested in all employee and Company-matched contributions.

Murphy USA provides a Supplemental Executive Retirement Plan (“Murphy USA SERP”), a nonqualified deferred compensation plan, to eligible executives, including the NEOs. The Murphy USA SERP is intended to restore qualified defined contribution (Savings Plan and annual retirement contribution) plan benefits restricted under the Internal Revenue Code of 1986 (the “IRC”) to certain highly-compensated individuals. The Company funds the Murphy USA SERP through the use of a rabbi trust. The Company’s obligations under the Murphy USA SERP are recorded in the financial statements and in the event of the Company’s bankruptcy or insolvency, the assets held by the rabbi trust could become subject to the claims of the Company’s creditors.

Murphy USA offers limited perquisites to our NEOs consistent with those offered by our peer group. To maximize productivity during travel time of our CEO, the Board has authorized up to 50 hours annually of personal use of Company aircraft for our CEO as part of his total compensation package. The value of such personal use is periodically reported to the



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COMPENSATION DISCUSSION AND ANALYSIS \| OTHER POLICIES

Committee and is reported as taxable income to the CEO, with no income tax assistance or gross-ups provided by the Company.

Reportable values for such personal use are based on the incremental costs to the Company, as provided in the “All Other Compensation” column of the Summary Compensation Table included on page 40 in this Proxy Statement.

Other Policies

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.

Mr. Clyde is party to a Severance Protection Agreement (the “SPA”) which was inherited from our predecessor, Murphy Oil. The SPA provides Mr. Clyde with certain severance benefits if his employment is terminated under certain circumstances within 24 months following a CIC. If Mr. Clyde’s employment is terminated by Murphy USA “without cause” or by Mr. Clyde for “good reason” within this 24-month window, Mr. Clyde will be entitled to his earned but unpaid compensation, a lump-sum severance payment equal to three times the sum of his base salary and the average of his last three annual bonuses prior to the termination date (or, if higher, prior to the CIC), accelerated vesting of his outstanding equity-based awards (provided that any performance-based awards will be paid assuming the target level of performance), and continued life, accident and health insurance benefits for 36 months. Mr. Clyde 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 Mr. Clyde 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, Mr. Clyde will be subject to a non-disclosure covenant and non-solicitation and non-competition restrictive covenants for 12 months following any such termination.

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.

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, 2024, 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 17. At December 31, 2024, all of our directors had met or were on track to comply with these s



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COMPENSATION DISCUSSION AND ANALYSIS \| ROLE OF THE COMPENSATION CONSULTANT

tock 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. As of December 31, 2024, none of our directors or executive officers have pledged.

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 Incentive Plan and the 2023 Omnibus Incentive Plan

in the case of certain forfeiture events. Pursuant to such arrangements, if the Company restates its financial statements as a result of negligent, intentional or gross misconduct by the recipient, the Committee may, in its discretion, require that the recipient reimburse the Company with respect to certain cash and/or equity incentive compensation, including both time- and performance-based equity awards. In addition, pursuant to the Company's Supplemental Compensation Recoupment Policy, if the Company restates its financial statements, the Committee may, in its discretion, recoup excess incentive-based compensation from certain senior employees. These misconduct clawback provisions are in addition to our Dodd-Frank Act clawback policy. In addition to the clawback policies described above, our CEO and CFO are subject to any clawbacks that may be required under the Sarbanes-Oxley Act of 2002.

Tax Policy

Section 162(m) of the IRC generally limits the tax deductibility of compensation paid to NEOs to $1 million annually.

The Committee has and will continue to retain the flexibility to design and maintain the executive compensation programs in a manner that is most beneficial to stockholders, emphasizing our pay for performance philosophy, including the payment of compensation that is subject to the deduction limits under Section 162(m).

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 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.



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COMPENSATION DISCUSSION AND ANALYSIS \| COMPENSATION-BASED RISK ASSESSMENT

Compensation-Based Risk Assessment

In February 2025, the Committee completed a review of the Company’s policies and practices of compensating its employees (including non-executives) as they relate to the Company’s risk management profile to determine whether these policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. As a result of this review, the Committee concluded that any risks arising from the Company’s compensation policies and practices for its employees were not reasonably likely to have a material adverse effect on the Company.

Compensation Committee Report

The Executive Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on the review and discussions, the Executive Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.

Executive Compensation Committee:

Claiborne P. Deming (Chair)

David L. Goebel

James W. Keyes

David B. Miller

R. Madison Murphy

Jack T. Taylor



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EXECUTIVE COMPENSATION

Further information with respect to the compensation paid to the NEOs is set forth in the following tables:

2024 Summary Compensation Table


NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)	BONUS ($)	STOCK AWARDS(1) ($)	OPTION AWARDS(2) ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($)	CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(4) ($)	ALL OTHER COMPENSATION(5) ($)	TOTAL ($)
R. Andrew Clyde President & CEO	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
	2022	1,235,000	—	4,537,169	1,332,814	2,694,384	—	558,008	10,357,375
Mindy K. West EVP & COO	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
	2022	722,917	—	963,372	288,176	960,431	—	184,953	3,119,849
C. Galagher Jeff EVP & CFO	2024	476,539	420,000(6)	804,563	227,520	193,356	—	150,351	2,272,329


Chris A. Click EVP Strategy, Growth & Innovation	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	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
	2022	458,751	—	435,071	133,796	501,919	—	103,061	1,632,598
Robert J. Chumley SVP & CDO	2024	469,174	—	608,697	174,083	177,676	—	101,850	1,531,480
	2023	468,750	—	471,427	150,501	421,313	—	96,795	1,608,786
	2022	454,167	—	466,148	133,796	496,904	—	95,005	1,646,020

(1)The amounts shown represent the grant date fair value of both PSU, RSU and dividend equivalent unit awards granted in 2022, 2023 and 2024 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, 2022, December 31, 2023, and December 31, 2024. 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 2024 grant, if the maximum payout were shown for the PSUs and related dividend equivalent units, the expense amounts that would be recognized would be: $6,425,135 for Mr. Clyde, $1,896,860 for Ms. West, $804,563 for Mr. Jeff, $745,195 for Mr. Click, $608,697 for Ms. Bacon, and $608,697 for Mr. Chumley, 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 executive will be at or near the value included in the table.

(2)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, 2022, December 31, 2023, and December 31, 2024. 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.

(3)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. Amounts shown for 2022 reflect payments under our AIP, which were paid in February 2023.

(4)The amounts shown in this column reflect for Ms. West the annual change in accumulated benefits under her 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 45 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 2024 Non-qualified Deferred Compensation Table included on page 46 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.

(5)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 2024, the total amounts were as follows:



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EXECUTIVE COMPENSATION \| 2024 SUMMARY COMPENSATION TABLE


NAME	TOTAL CONTRIBUTION TO DC PLANS(a) ($)	TERM LIFE(b) ($)	OTHER(c) ($)

R. Andrew Clyde	350,463	636	111,484
Mindy K. West	199,214	636	33,923
C. Galagher Jeff	28,592	504	121,255
Chris A. Click	93,636	636	9,702
Renee M. Bacon	95,681	636	21,939
Robert J. Chumley	95,453	636	5,761

(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 2024 for our NEOs reflect payments made by the Company related to supplemental insurance premiums, contributions made by the company on the NEOs’ behalf to charitable organizations under the Company's gift matching program, as well as health and welfare benefits including annual executive physicals that are offered to all of our NEOs. For Mr. Clyde, the amount shown includes $68,519, for personal use of corporate aircraft based on the aggregate incremental cost to the Company. The aggregate incremental cost to the Company 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. For Mr. Clyde and Ms. West, the amount shown includes contributions made on their behalf to charitable organizations under the Company’s gift matching program of $37,960 and $33,000, respectively. For Ms. Bacon, the amount shown includes the value associated with the personal use of a company vehicle. For Mr. Jeff, the amount includes relocation assistance of $106,141.

(6)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.



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EXECUTIVE COMPENSATION \| GRANTS OF PLAN-BASED AWARDS IN 2024

Grants of Plan-Based Awards in 2024

The following table provides information regarding both equity and non-equity incentive plan awards granted to each NEO during 2024. All awards are described in more detail in the Compensation Discussion and Analysis section beginning on page 24 in this Proxy Statement.


		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		941,710	1,883,420	3,766,840
	02/14/24				4,750	9,500	19,000				4,565,320
	02/14/24							4,750			1,859,815
	02/14/24								14,300	391.54	1,914,913

Mindy K. West		370,818	741,636	1,483,272
	02/15/24				1,400	2,800	5,600				1,347,136
	02/15/24							1,400			549,724
	02/15/24								4,200	392.66	564,018

C. Galagher Jeff		178,702	357,404	714,808
	03/07/24				550	1,100	2,200				574,536
	03/07/24							550			230,027
	03/07/24								1,600	418.23	227,520

Chris A. Click		191,227	382,454	764,908
	02/15/24				550	1,100	2,200				529,232
	02/15/24							550			215,963
	02/15/24								1,700	392.66	228,293

Renee M. Bacon		169,256	338,511	677,022
	02/14/24				450	900	1,800				432,504
	02/14/24							450			176,193
	02/14/24								1,300	391.54	174,083

Robert J. Chumley		164,211	328,422	656,844
	02/14/24				450	900	1,800				432,504
	02/14/24							450			176,193
	02/14/24								1,300	391.54	174,083

(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 2024 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, 2024.



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EXECUTIVE COMPENSATION \| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

Outstanding Equity Awards at Fiscal Year End 2024

The following table illustrates outstanding Murphy USA annual equity awards (stock options, RSUs and PSUs) for each NEO as of December 31, 2024.


		OPTION AWARDS				STOCK AWARDS
NAME	GRANT DATE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#)	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(1) (#)	OPTION EXERCISE PRICE ($)	OPTION EXPIRATION (MM/DD/YY) DATE	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) (#)	MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) ($)	EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) (#)	EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) ($)
R. Andrew Clyde	02/06/19	22,300	—	76.15	02/06/26
	02/05/20	35,600	—	106.72	02/05/27
	02/10/21	36,600	—	126.00	02/10/28
	02/09/22	12,950	12,950	181.18	02/09/29
	02/08/23	—	17,300	263.48	02/08/30
	02/14/24	—	14,300	391.54	02/14/31
	02/09/22					7,403	3,714,455
	02/08/23					5,802	2,911,154
	02/14/24					4,769	2,392,846
	02/09/22					29,608(5)	14,855,814
	02/08/23							23,208	11,644,614
	02/14/24							19,076	9,571,383
Mindy K. West	02/06/19	12,100	—	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	2,800	2,800	181.18	02/09/29
	02/08/23	—	3,800	263.48	02/08/30
	02/15/24	—	4,200	392.66	02/15/31
	02/09/22					1,572	788,751
	02/08/23					1,262	633,209
	02/15/24					1,406	705,461
	02/09/22					6,286(5)	3,154,001
	02/08/23							5,048	2,532,834
	02/15/24							5,624	2,821,842
C.Galagher Jeff	03/07/24	—	1,600	418.23	03/07/31
	03/07/24					552	276,966
	03/07/24							2,208	1,107,864
Chris A. Click	02/09/22	—	1,200	181.18	02/09/29
	02/08/23	—	1,700	263.48	02/08/30
	02/15/24	—	1,700	392.66	02/15/31
	02/09/22					710	356,243
	02/08/23					555	278,471
	02/15/24					553	277,468
	02/09/22					2838(5)	1,423,967
	02/08/23							2,220	1,113,885
	02/15/24							2,212	1,109,871



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EXECUTIVE COMPENSATION \| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024


		OPTION AWARDS				STOCK AWARDS
NAME	GRANT DATE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#)	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(1) (#)	OPTION EXERCISE PRICE ($)	OPTION EXPIRATION (MM/DD/YY) DATE	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) (#)	MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) ($)	EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) (#)	EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) ($)
Renee M. Bacon	02/09/22	1,300	1,300	181.18	02/09/29
	02/08/23	—	1,700	263.48	02/08/30
	02/14/24	—	1,300	391.54	02/14/31
	02/09/22					710	356,243
	02/08/23					606	304,061
	02/14/24					452	226,791
	02/09/22					2,838(5)	1,423,967
	02/08/23							2,424	1,216,242
	02/14/24							1,808	907,164
Robert J. Chumley	02/09/22	1,300	1,300	181.18	02/09/29
	02/08/23	—	1,700	263.48	02/08/30
	02/14/24	—	1,300	391.54	02/14/31
	02/09/22					761	381,832
	02/08/23					555	278,471
	02/14/24					452	226,791
	02/09/22					3,042(5)	1,526,324
	02/08/23							2,220	1,113,885
	02/14/24							1,808	907,164

(1)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.

(2)RSUs generally vest on the three-year anniversary of the date on which they were originally granted.

(3)Value was determined based on a December 31, 2024 closing stock price of $501.75 per share.

(4)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.

(5)Reflects the number of PSUs determined to be earned for the performance period ended December 31, 2024, which were vested and settled early in 2025.



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EXECUTIVE COMPENSATION \| OPTION EXERCISES AND STOCK VESTED IN 2024

Option Exercises and Stock Vested in 2024

The following table summarizes the value received by each NEO from stock option exercises and stock grants that vested during 2024.


	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	8,201,717	47,043	18,439,634
Mindy K. West	—	—	11,696	4,584,530
C. Galagher Jeff	—	—	—	—
Chris A. Click	2,900	861,678	4,323	1,694,504
Renee M. Bacon	8,100	3,175,597	5,086	1,993,582
Robert J. Chumley	15,100	4,970,911	5,593	2,192,311

(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.

2024 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.


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	738,935	—
C. Galagher Jeff	—	—	—	—
Chris A. Click	—	—	—	—
Renee M. Bacon	—	—	—	—
Robert J. Chumley	—	—	—	—

(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 “2024 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-earning calculation. Frozen final average earnings which could not be included under a tax-qualified retirement plan were as follows: Ms. West, $286,153. The following assumptions were used in determining the present value amounts at December 31, 2024:

•Discount Rate – 5.79%

•Mortality Table – Pri-2012 White Collar Amount- Weighted Mortality Table projected generationally with MP-2021 mortality improvement scale

•Assumed retirement date at age 62



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EXECUTIVE COMPENSATION \| 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE

2024 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, 2024.


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	288,792	308,863	3,041,205	—	13,458,350
Mindy K. West	60,831	154,881	289,843	—	2,393,761
C. Galagher Jeff	21,327	17,516	667	—	21,994
Chris A. Click	7,728	52,036	15,064	—	147,191
Renee M. Bacon	29,016	54,081	169,169	—	1,769,593
Robert J. Chumley	64,685	52,220	85,560	—	1,018,901

(1)The executive contributions in the last fiscal year have been included in the “Salary” column for the NEO in the 2024 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 2024 Summary Compensation Table.

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, which was inherited by Murphy USA in connection with the Spin-Off from prior parent Murphy Oil. 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.

The SPA with Mr. Clyde provides certain severance benefits if Mr. Clyde’s employment is terminated within 24 months following a CIC. If his employment is terminated by Murphy USA without “Cause” or by Mr. Clyde for “Good Reason” within this 24-month window, Mr. Clyde will be entitled to his earned but unpaid compensation, a lump-sum severance payment equal to three times the sum of his base salary and the average of his last three annual bonuses prior to the termination date (or, if higher, prior to the CIC), accelerated vesting of his outstanding equity-based awards (provided that any performance-based awards be paid assuming the

target level of performance) and continued life, accident and health insurance benefits for 36 months. Mr. Clyde 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 Mr. Clyde would receive a greater amount of severance benefits on an after-tax basis without a cutback, in which case the cutback will not apply). Pursuant to the SPA, Mr. Clyde will be subject to a non-disclosure covenant and non-solicitation and non-competition restrictive covenants for 12 months following any such termination.

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



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EXECUTIVE COMPENSATION	\|	POTENTIAL PAYMENTS UPON TERMINATION OR TERMINATION IN CONNECTION WITH A CHANGE-IN-CONTROL

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.



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EXECUTIVE COMPENSATION	\|	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, 2024, 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.


NAME	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(1)	—	9,912,870	—	—	—
	Non-Equity Compensation(2)	1,018,931	1,018,931	1,018,931	1,018,931	1,018,931
	Unvested & Accelerated(3)
	Full Value Awards	11,142,487	27,053,085	21,318,891	18,926,295	2,591,037
	Stock Options	4,151,382	9,849,456	5,698,074	4,122,071	—
Mindy K. West	Non-Equity Compensation(2)	401,225	401,225	401,225	401,225	401,225
	Unvested & Accelerated(3)
	Full Value Awards	2,365,869	6,379,862	4,877,342	4,172,156	619,661
	Stock Options	897,596	2,261,200	1,363,604	905,426	—
C. Galagher Jeff	Non-Equity Compensation(2)	193,356	193,356	193,356	—	193,356
	Unvested & Accelerated(3)
	Full Value Awards	—	830,266	430,291	—	76,768
	Stock Options	—	133,632	133,632	—	—
Chris A. Click	Non-Equity Compensation(2)	206,908	206,908	206,908	—	206,908
	Unvested & Accelerated(3)
	Full Value Awards	1,068,461	2,734,884	2,119,931	—	262,917
	Stock Options	384,684	975,196	590,512	—	—
Renee M. Bacon	Non-Equity Compensation(2)	183,135	183,135	183,135	—	183,135
	Unvested & Accelerated(3)
	Full Value Awards	1,068,461	2,659,709	2,095,876	—	263,419
	Stock Options	416,741	965,073	548,332	—	—
Robert J. Chumley	Non-Equity Compensation(2)	177,676	177,676	177,676	—	177,676
	Unvested & Accelerated(3)
	Full Value Awards	1,144,776	2,660,087	2,112,209	—	247,363
	Stock Options	416,741	965,073	548,332	—	—

(1)Represents three times the sum of base salary, the average of his last three bonus payouts and the cost of Company-provided term life insurance policy. Mr. Clyde does not participate in our health insurance program.

(2)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 2024.

(3)Reflects accelerated vesting of unvested equity awards under the applicable scenario, as described in more detail above.



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EXECUTIVE COMPENSATION \| 2024 PAY RATIO DISCLOSURE

2024 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 2024:

•the median of the annual total compensation of all of our employees (except our Chief Executive Officer) was $18,933; our median employee is a part-time store employee;

•the annual total compensation of our Chief Executive Officer was $11,077,176; and

•the ratio of these two amounts was 585 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, 2024, from our employee population of approximately 17,050 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 2024 (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 2024 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 2024 using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 2024 (as set forth in the 2024 Summary Compensation Table on page 40 of this Proxy Statement).

Our CEO’s annual total compensation for 2024 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 2024 Summary Compensation Table.

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 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, 2024, 2023, 2022, 2021 and 2020. 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 24.

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



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EXECUTIVE COMPENSATION \| PAY VERSUS PERFORMANCE

Discussion 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.


					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) ($)

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
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 2024, see the Compensation Discussion and Analysis section beginning on page 24.

PEO – Reconciliation of SCT Total to CAP Total(a)


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 ($)

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
2020	8,240,299	4,366,338	11,240,407	—	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 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 40, 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.



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EXECUTIVE COMPENSATION \| PAY VERSUS PERFORMANCE

PEO – CAP Fair Value of Equity Calculation


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 ($)

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
2020	6,923,704	3,916,631	400,072	—	—	—	11,240,407

(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 2024 Mindy K. West, C. Galagher Jeff, Renee M. Bacon, Robert J. Chumley and Chris A. Click, (ii) in 2023, Mindy K. West, Renee M. Bacon, Robert J. Chumley and Chris A. Click, (iii) in 2022 Mindy K. West, Renee M. Bacon, Robert J. Chumley and Blake H. Segal and (iv) in 2021, Mindy K. West, Terry P. Hatten, Renee M. Bacon, Robert J. Chumley, and John A. Moore and (v) in 2020, Mindy K. West, 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 2024, see the Compensation Discussion and Analysis section beginning on page 24.

Non-PEO NEOs (Average) – Reconciliation of SCT Total to CAP Total(a)


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 ($)

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
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 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.



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EXECUTIVE COMPENSATION \| PAY VERSUS PERFORMANCE

Non-PEO NEOs (Average) – CAP Fair Value of Equity Calculation


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 ($)

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
2020	1,051,474	665,982	(154,562)	—	—	—	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. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 29.

(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, 2024, 2023, 2022, 2021 and 2020.

(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.

Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 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 24.


Performance Measure

Adjusted EBITDA
Relative TSR
Return on Average Capital Employed
Fuel Volume
Fuel Margin Contribution
Merchandise Margin Contribution
Coverage Ratio

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, 2024, 2023, 2022, 2021 and 2020. 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 price. For additional information illustrating how we link pay and performance at Murphy USA, please see the Compensation Discussion and Analysis beginning on page 24.



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EXECUTIVE COMPENSATION \| PAY VERSUS PERFORMANCE



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EXECUTIVE COMPENSATION	\|	POLICIES AND PRACTICES RELATED TO THE TIMING OF GRANTS OF CERTAIN EQUITY AWARDS

*Please refer to the reconciliation in Appendix A.

Policies and Practices Related to the Timing of Grants of Certain Equity Awards

It is the Executive Compensation Committee’s policy to grant ordinary course annual equity awards on the day of the Committee’s regularly scheduled meeting held in February of each year, which is scheduled more than a year in advance. At the Committee meeting, the Committee approves each NEO’s equity award, including any portion of each NEO’s annual equity award that will be granted as stock options.

In 2024, the grant date for Ms. West and Mr. Click were delayed by one day to the date of the regularly scheduled Board meeting given their pending promotions which were approved by the Board of Directors at that time.

The Company does not schedule its equity grants in anticipation of the release of material, non-public information (“MNPI”), nor does the Company time the release of MNPI based upon grant dates of equity. The Committee also does not take MNPI into account when determining the timing and terms of annual equity award grants.



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EXECUTIVE COMPENSATION	\|	POLICIES AND PRACTICES RELATED TO THE TIMING OF GRANTS OF CERTAIN EQUITY AWARDS

The following table presents information regarding stock options issued to our NEOs in fiscal year 2024 during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filings or furnishing of such report with the SEC.


Name	Grant Date	Number of Securities Underlying the Option Award (#)	Exercise Price of the Award ($/Sh)	Grant Date Fair Value of the Award	Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of MNPI and the Trading Day Beginning Immediately Following the Disclosure of MNPI(1)
R. Andrew Clyde	2/14/24	14,300	$391.54	$1,914,913	2.50%	1.22%
Mindy K. West	2/15/24	4,200	$392.66	$564,018	2.50%	1.22%

Chris A. Click	2/15/24	1,700	$392.66	$228,293	2.50%	1.22%
Renee M. Bacon	2/14/24	1,300	$391.54	$174,083	2.50%	1.22%
Robert J. Chumley	2/14/24	1,300	$391.54	$174,083	2.50%	1.22%

(1)On February 16, 2024, the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The percentage change in the closing market price of Murphy USA’s common stock between the trading day ending immediately prior to the filing (February 15, 2024) and the trading day beginning immediately following the filing (February 20, 2024) is +2.50%. On February 21, 2024, the Company announced in an 8-K the promotions of Ms. West and Mr. Click and the hiring of Mr. Jeff. The percentage change in the closing market price of Murphy USA’s common stock between the trading day ending immediately prior to this filing and the trading day beginning immediately following this filing is +1.22%



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PROPOSAL 4									STOCKHOLDER PROPOSAL - ELECT EACH DIRECTOR ANNUALLY

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California, 90278, who owns 50 shares of Murphy USA common stock, has notified Murphy USA that he intends to present the following proposal at the 2025 Annual Meeting. This Proposal 4 will be voted on at our 2025 Annual Meeting if properly presented by the stockholder proponent or a by a qualified representative on behalf of the stockholder proponent. Murphy USA is not responsible for the contents of the proposal or supporting statement.

Proposal 4 – Elect Each Director Annually

RESOLVED, shareholders ask that our Company take all the steps necessary to organize the Board of Directors in order that each director stands for election at each annual meeting.

Although Murphy USA can adopt this proposal topic in one-year and one-year implementation is a best practice, this proposal allows the option to phase it in.

Classified Boards like the Murphy USA Board have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School.

Arthur Levitt, former Chairman of the Securities and Exchange Commission said, "In my view it's best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them."

A total of 79 S&P 500 and Fortune 500 companies, worth more than $1 trillion, have adopted this important proposal topic since 2012. Annual election of each director could make directors more accountable, and thereby contribute to improved performance and increased company value at no extra cost to shareholders. Thus it was not a surprise that this proposal topic won majority support at Tesla in 2024 even when the biased insider shares, which voted every eligible share, were opposed.

Annual election of each director gives shareholders more leverage if the Board of Directors performs poorly. For instance if the Board of Directors approves excessive executive pay shareholders can soon vote against the Board's executive pay committee members instead of potentially waiting 3 long years under the current setup.

Please vote yes:

Elect Each Director Annually – Proposal 4

BOARD’S STATEMENT IN OPPOSITION TO STOCKHOLDER PROPOSAL 4 - ELECT EACH DIRECTOR ANNUALLY

Our board of directors has carefully considered the proposal and, for the reasons described below, recommends AGAINST declassifying our board. We believe there is no ‘one size fits all’ governance approach and the appropriate standard by which to judge Murphy USA’s classified board structure is whether it protects the interests of our stockholders. Our board continues to believe that its classified structure is appropriate for Murphy USA.

Our Classified Board Structure Enables Long-Term Focus

We are committed to strong corporate governance and our board regularly reviews our governance structure, including our classified board structure. Our board is divided into three classes, with each class serving a staggered three-year term. We believe that this governance structure has helped our directors gain insights necessary for effective oversight and develop a more meaningful understanding of the risks and opportunities facing the Company, and that electing directors to three-year terms, rather than one-year terms, enhances the independence of our non-management directors and supports them in aligning with the long-term best interest of our company and stockholders. With staggered terms, members of the board can maintain a consistent focus on the Company’s goals and objectives, able to challenge management in ensuring that decisions are designed to promote sustainable growth and value creation, as evidenced by our stock price increase of over 1,200% since we became a public company in 2013.(1)

(1)As of December 31, 2024.



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PROPOSAL 4									STOCKHOLDER PROPOSAL - ELECT EACH DIRECTOR ANNUALLY

Our Classified Board Structure Promotes Shareholder Value

Our board of directors believes that a classified board enhances our ability to achieve long-term value for our stockholders by safeguarding us against underpriced and unsolicited efforts of third parties to take control of our Company. Our classified board allows our board of directors the flexibility, time, and leverage it needs to evaluate the fairness of any takeover proposal at arm’s length, negotiate on behalf of and for the benefit of all our stockholders, and weigh alternatives.

Our Board Structure is Accountable to Our Stockholders

All of our directors, regardless of the length of their term, have a fiduciary duty under Delaware law to act in a manner they believe to be in the best interests of our company and our stockholders. Our entire board of directors is evaluated annually during its annual self-assessment. Our lead independent director, with the oversight of our nominating and governance committee, also plays a significant role in ensuring director accountability by leading our board of directors in its annual self-evaluation of the overall performance of our board and its committees to determine whether they are functioning effectively. In response to any issues arising from such self-evaluations, the respective committee or the full board of directors considers action plans to enhance effectiveness.

Since we became a public company in 2013, each of our nominated directors has received more than 94% of votes cast for their election.

THE BOARD RECOMMENDS A VOTE “AGAINST” STOCKHOLDER PROPOSAL 4 – ELECT EACH DIRECTOR ANNUALLY



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SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING

Stockholder proposals submitted pursuant to Rule 14a-8 to be included in the proxy statement and presented at the 2026 Annual Meeting of Stockholders must be received by the Company at its principal executive office on or before November 18, 2025, in order to be considered for inclusion in the proxy materials.

Our Bylaws permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials directors constituting up to the greater of two or 20% of board seats, if the stockholder(s) and the nominee(s) meet the requirements set forth in the Company’s Bylaws.

Notice of director nominations submitted under these proxy access Bylaw provisions must be received no earlier than October 19, 2025, and no later than November 18, 2025. Any such nomination is subject to the proxy access provisions and other requirements in the Company’s Bylaws.

Other director nominations outside of “proxy access” and proposals of other business outside of Rule 14a-8 are subject to the advance notice provisions and other requirements of the Company’s Bylaws. In the case of the 2026 Annual Meeting of Stockholders, notice must be received by the Company at its principal executive office no earlier than January 1, 2026, and no later than January 31, 2026.




ELECTRONIC AVAILABILITY OF PROXY MATERIALS FOR 2025 ANNUAL MEETING

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Stockholder Meeting To Be Held on May 1, 2025. This 2025 Proxy Statement and the 2024 Annual Report on Form 10-K are available, free of charge, at https://www.proxyvote.com.

In addition, the Company will provide without charge, upon the written request of any stockholder, a copy of the Company’s Annual Report on Form 10-K, including the financial statements and the financial statement schedules, required to be filed with the SEC for the fiscal year ended December 31, 2024.

Requests should be directed to Murphy USA Inc., Attn: Investor Relations Department, 200 East Peach Street, El Dorado, Arkansas 71730 or to https://www.proxyvote.com.

The Company will also deliver promptly upon written or oral request a separate copy of the Company’s Annual Report on Form 10-K and the Company’s Proxy Statement, to any stockholder who shares an address with other stockholders and where only one (1) set of materials were sent to that address to be shared by all stockholders at that address.



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OTHER INFORMATION

The management of the Company knows of no business other than that described above that will be presented for consideration at the meeting. If any other business properly comes before the meeting, it is the intention of the persons named in the proxies to vote such proxies thereon in accordance with their judgment.

The expense of this solicitation, including cost of preparing and mailing this Proxy Statement, will be paid by the Company. Such expenses may also include the charges and expenses of banks, brokerage houses and other custodians, nominees or fiduciaries for forwarding proxies and proxy material to beneficial owners of shares.

“Householding” occurs when a single copy of our annual report, proxy statement and Notice of Internet Availability of Proxy Materials is sent to any household at which two or more stockholders reside if they appear to be members of the same family. Although we do not “household” for registered stockholders, a number of brokerage firms have instituted householding for shares held in street name. This procedure reduces our printing and mailing costs and fees. Stockholders who participate in householding will continue to receive separate proxy cards, and householding will not affect the mailing of account statements or special notices in any way. If you wish to receive a separate copy of our annual report, proxy statement or Notice of Internet Availability of Proxy Materials than that sent to your household, either this year or in the future, you may contact the Company in the manner provided below and the Company will promptly send you a separate

copy of our annual report, Proxy Statement or Notice of Internet Availability of Proxy Materials. If members of your household receive multiple copies of our annual report, Proxy Statement or Notice of Internet Availability of Proxy Materials, you may request householding by contacting the Company in the manner provided below.

Requests in this regard should be addressed to:

Gregory L. Smith

Vice President, General Counsel

and Corporate Secretary

Murphy USA Inc.

200 East Peach Street

El Dorado, Arkansas 71730

(870) 875-7600

On March 18, 2025, the Company first mailed the Notice of Internet Availability of Proxy Materials to stockholders. The Notice contains instructions about how to access our proxy materials and vote online or by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

The above Notice and Proxy Statement are sent by order of the Board of Directors.

Gregory L. Smith

Vice President, General Counsel

and Corporate Secretary

El Dorado, Arkansas

March 18, 2025

You are urged to follow the instructions for voting contained in the Notice Regarding Availability of Proxy Materials or, if you received a paper copy of the Proxy Materials, to date, sign and return your proxy card promptly to make certain your shares will be voted at the Annual Meeting, even if you plan to attend the meeting. If you desire to vote your shares at the meeting, your proxy may be revoked. If you are receiving a printed copy of the proxy materials, a pre-addressed and postage paid envelope has been enclosed for your convenience in returning the proxy card.



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APPENDIX A

NON-GAAP RECONCILIATION

The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the five years ended December 31, 2024. EBITDA means 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) from discontinued operations, net settlement proceeds, (gain) loss on sale of assets, loss on early debt extinguishment, transaction and integration costs related to acquisition, and other non-operating (income) expense). EBITDA and Adjusted EBITDA are not measures that are prepared in accordance with U.S. generally accepted accounting principles (GAAP).

The reconciliation of net income to EBITDA and Adjusted EBITDA is as follows:


	For the Years Ended December 31,
(Millions of dollars)	2024		2023		2022		2021		2020

Net income	$	502.5	$	556.8	$	672.9	$	396.9	$	386.1
Income tax expense (benefit)	149.1		177.6		210.9		125.0		123.0
Interest expense, net of interest income	90.7		91.6		82.3		82.3		50.2
Depreciation and amortization	248.0		228.7		220.4		212.6		161.0
EBITDA	$	990.3	$	1,054.7	$	1,186.5	$	816.8	$	720.3

Impairment of properties	8.2		—		—		—		—
Accretion of asset retirement obligations	3.2		3.0		2.7		2.5		2.3
(Gain) loss on sale of assets	4.5		0.8		(2.1)		(1.5)		(1.3)

Acquisition-related costs	—		—		1.5		10.4		1.7
Other nonoperating (income) expense	0.6		—		2.3		(0.2)		(0.3)
Adjusted EBITDA	$	1,006.8	$	1,058.5	$	1,190.9	$	828.0	$	722.7



MURPHY USA INC. 2024 PROXY STATEMENT						PAGE A-1

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Date	Price Target	Rating	Analyst
4/11/2025	$550.00	Overweight	KeyBanc Capital Markets
3/11/2025	$600.00	Buy	Melius
9/19/2024	$415.00 → $435.00	Neutral → Underweight	JP Morgan
1/4/2024	$375.00 → $425.00	Hold → Buy	Jefferies
1/23/2023	$305.00 → $350.00	Equal Weight → Overweight	Wells Fargo
12/15/2022	$360.00	Sector Perform	RBC Capital Mkts
5/25/2022	$230.00	Equal Weight	Wells Fargo
1/28/2022	$205.00 → $215.00	Outperform	Raymond James

SEC Form DEF 14A filed by Murphy USA Inc.

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