Proxy: Murphy USA Spinoff Expected in Second Half of Year

Murphy Oil Corp. of El Dorado signaled in its annual proxy statement, filed Friday, that the announced spinoff of its Murphy USA retail division would happen in the second half of 2013.

The proxy statement also revealed that David M. Wood, who suddenly retired as CEO in June, received compensation of more than $18 million last year.

The company had previously said that the spinoff, which was first announced in October, would happen this year but had been even less specific. The proxy contains no other new details of the company's "intent to spin off to its stockholders its U.S. downstream subsidiary." The spinoff was given as an explanation for nominating Robert A. Hermes of Houston to another term on the board of directors even though he is older, at 73, than the company's self-imposed age limit of 72 for directors standing for re-election.

The proxy discloses that that Steven A. Cossé, the director who was named CEO upon Wood's retirement, had a base annualized salary of $1.15 million. Wood's base salary had been $1.35 million.

Wood's departure was extremely lucrative despite only receiving a half-year's base pay. He received stock and options worth $6.5 million, a cash incentive of $735,600 and "other" compensation (including $250,000 in severance pay and $562,500 in consulting fees) of $861,500. The value of his pension plan also increased by $9.4 million, and he realized $420,000 by exercising stock options.

All told, Wood's compensation exceeded $18.6 million last year.

Cossé, similarly, only received a bit more than a half-year's base salary ($611,000). But that wasn't nearly all his compensation. He received stock options worth $2.2 million, cash incentive pay of $916,000, and pension and other compensation of nearly $800,000. He also received about $92,000 for his service as director in the first half of the year, and he realized a little more than $3 million by exercising stock options.

Cossé's total compensation in 2012, then, was more than $7.6 million.

Other compensation data included in the proxy:

  • EVP and CFO Kevin G. Fitzgerald received total compensation of $6.5 million and realized an additional $1.3 million by exercising stock options. His base pay was $600,000, and he received $3.66 million in stock and options, a cash incentive of $566,000, and an increase of almost $1.7 million in his pension plan value.
  • Roger W. Jenkins, who was promoted to chief operating officer in June, had total compensation of $6.27 million. That included salary of $739,145, stock and options worth almost $3.9 million, a cash incentive of $895,331, and pension and other pay of $749,341. He also realized an additional $637,438 by exercising stock options.
  • Bill H. Stobaugh, who was promoted to executive vice president in February 2012, had a total compensation package worth $3.88 million in 2012. That included base pay of $510,000, almost $2 million in stock and options and a cash incentive of $414,000. His pension value increased by $942,000, but he did not exercise any stock options.
  • EVP Thomas McKinlay's total compensation topped $3.7 million last year. His base pay was $600,000, and he received the same $2 million in stock and options as Stobaugh. His cash incentive was $282,000, and his pension value increased by $843,000. He did not exercise any stock options.

Murphy Oil's (NYSE: MUR) annual shareholders meeting is scheduled for 10 a.m. on May 8 at the South Arkansas Arts Center in El Dorado.