MURPHY OIL CORP (MUR)
Sector: Energy
2026 Annual Meeting Analysis
MURPHY OIL CORP · Meeting: May 13, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director with deep energy industry expertise; Murphy's 3-year return of 37.2% is positive and trails XLE by only 32.5pp, well below the 65pp threshold required to trigger an against vote for strong-positive absolute TSR; no overboarding, attendance, or independence concerns noted.
Experienced former CEO of Diamond Offshore with strong financial and operational credentials; TSR trigger does not fire (gap -32.5pp vs 65pp threshold); serves on two other public boards, which is within the four-board limit; no other policy concerns.
Brings legal, corporate governance, and M&A expertise; TSR trigger does not fire; attendance exceeds 75% threshold; no independence, overboarding, or other policy concerns.
CEO and executive director with 25+ years at Murphy and deep operational expertise; TSR trigger does not fire (gap -32.5pp vs 65pp threshold); no overboarding or attendance concerns.
Brings health, environment, and land management expertise relevant to an E&P company; TSR trigger does not fire; no overboarding, attendance, or independence concerns; proxy discloses familial relationship (first cousin to Deming and Murphy) but she is not deemed independent by the board and does not serve on audit or compensation committees in a way that creates a policy conflict given the disclosed relationship.
Former CFO and board chair with deep financial and energy expertise; TSR trigger does not fire; serves on Murphy USA board (one outside seat); familial relationship to Deming and Keller is disclosed but he is not classified as independent and does not sit on audit or compensation committees in a conflicted capacity.
Natural resources CEO background with legal and governance expertise; TSR trigger does not fire; no overboarding, attendance, or independence concerns.
45 years of energy industry experience including global exploration leadership at Chevron; TSR trigger does not fire; no overboarding, attendance, or independence concerns.
Broad energy industry and human capital expertise as former ConocoPhillips senior executive; serves on two other public boards, within the four-board limit; TSR trigger does not fire; no other policy concerns.
Founder of Tudor, Pickering, Holt & Co. with unparalleled energy finance expertise; TSR trigger does not fire; no overboarding, attendance, or independence concerns.
All ten director nominees pass the policy screens: Murphy's 3-year absolute TSR of +37.2% places it in the strong-positive tier, requiring a gap of 65pp or more versus the XLE benchmark to trigger an against vote, but the actual gap is only -32.5pp — well short of the threshold. No director is overboarded, all attendance exceeded 75%, the board discloses a skills matrix, and audit committee members have demonstrated financial expertise. The three cousins (Deming, Murphy, Keller) are disclosed and assessed; none sit on committees in a way that creates a policy-level conflict under the independence rules as applied here.
Say on Pay
✓ FORCEO
Eric M. Hambly
Total Comp
$7,651,445
Prior Support
94%%
CEO total compensation of $7,651,445 is reasonable for a $6B energy company CEO, and the pay structure is well-designed: 87% of CEO pay is at risk, with 69% tied to specific performance criteria including three-year relative TSR and ROACE in the long-term equity program, and a rigorous annual bonus tied to financial, operational, and safety/environmental metrics. The prior year Say on Pay received 94% support — well above the 70% threshold — and no governance concerns such as discretionary upward adjustments, missing clawback policies, or problematic pay practices are identified; the company maintains both a Dodd-Frank-compliant clawback and a supplemental clawback covering reputational harm.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a fee table with audit and non-audit fee amounts in the text provided, so the non-audit fee ratio trigger cannot be evaluated; per policy, the tenure trigger requires confirmed data and none is provided, so it does not fire. KPMG is a Big 4 firm fully appropriate for a $6B market cap energy company, and no material restatements are disclosed. The default vote is FOR in the absence of confirmed trigger data.
Overall Assessment
Murphy Oil's 2026 annual meeting ballot presents four proposals: a ten-member director slate that passes all policy screens given Murphy's positive 3-year TSR and the high 65pp underperformance threshold applicable in that return tier; a Say on Pay vote that warrants support given strong pay-for-performance alignment, 87% at-risk CEO pay, and 94% prior-year shareholder approval; auditor ratification of KPMG where no fee or tenure triggers can be confirmed from the filing text; and a new non-employee director equity plan that falls outside current policy coverage. No stockholder proposals appear on this ballot.