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How We Are Selected, Evaluated and Comprised

Skills, Qualifications and Diversity

The Board believes it is important for directors to possess a diverse array of backgrounds, skills, and achievements. When considering new candidates, the Nominating & Governance Committee, with input from the Board, takes these factors into account as well as other ~~appropriate~~ characteristics, such as sound judgment, honesty, and integrity. In addition, the Nominating & Governance Committee, when searching for nominees for directors, relies on the Company’s Corporate Governance Guidelines, which state, “The Company endeavors to have a board representing diverse experience at policy-making levels in business areas that are relevant to the Company’s global activities” and takes reasonable steps to include diverse candidates in the pool of nominees and any search firm engaged by the Committee are affirmatively instructed to seek diverse candidates. The goal is to assemble and maintain a Board comprised of individuals that not only bring to bear a wealth of business and/or technical expertise, but that also demonstrate a commitment to ethics in carrying out the Board’s responsibilities with respect to oversight of the Company’s operations.

The matrix below outlines the diverse set of skills and expertise represented on the Company’s Board:

SKILLS AND EXPERTISE

EXPERIENCE

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~~Director Age:~~Former CEO

●

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Senior Management/Corporate Culture

●

~~Director Tenure:~~ LOGO

Accounting/Audit

●

LOGO

Finance/Banking

●

LOGO

Corporate Governance

●

LOGO

Law

●

LOGO

Government Relations/Public Policy

●

LOGO

Industry

●

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Operations

●

LOGO

Environment, Health & Safety

●

LOGO

Business Development & Corporate Strategy

●

LOGO

Human Capital/Compensation

●

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Board of Directors

●

LOGO

Risk Management

●

LOGO

International Business

●

~~2020~~8 MURPHY OIL CORPORATION

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DEMOGRAPHICS

RACE/ETHNICITY

African American

Asian/Pacifica Islander

White/Caucasian

●

Hispanic/Latino

Native American

GENDER

Male

●

Female

●

BOARD TENURE

Years

Age

2021 PROXY STATEMENT 9

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Majority Voting

The Company’s belief in directors’ accountability is evident in the provision in our Corporate Governance Guidelines providing that an incumbent director who fails to receive the required vote forre-election shall tender a resignation to the Board. To the extent authorized by the proxies, the shares represented by the proxies will be voted in favor of the election of the ~~thirteen~~twelve nominees for director whose names are set forth ~~herein.~~herein, who have consented to be named and serve. If for any reason any of these nominees is ~~not a candidate~~unable to serve when the election occurs, the shares represented by such proxies will be voted for the election of the other nominees named and may be voted for any substituted nominees or the Board may reduce its size. ~~However, the Company does not expect this to occur.~~ All nominees ~~other than Mr. Ryan,~~ were elected at the last Annual Meeting of Stockholders. One director, Mr. ~~Ryan, recommended by a third party search firm, was elected to the Board of Directors on October 1, 2019.~~Walentin Mirosh, has attained retirement age and will not stand for re-election.

Director and Nominee Independence

The Company’s belief in the importance of directors’ independence is reflected by the fact that all directors, other than Mr. Roger Jenkins, have been deemed independent by the Board based on the rules of the New York Stock Exchange (“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 & Governance Committee at its February meeting considered familial relationships (Mr. Deming, Mr. Murphy and Ms. Keller are first cousins).

In ~~2019,~~2020, the Company paid a total amount of $24,000 to The Murphy Foundation (Mr. Murphy) for the parking lot lease ~~agreement that went into effect November 2018.~~agreement.

Mr. Deming, the independent Chairman of the Board, serves as presiding director at regularly scheduled board meetings as well as at no less than three meetings solely fornon-employee directors. The meetings fornon-employee directors are held in conjunction with the regularly scheduled February, August and December board meetings. If the Company had anon-employee director that was not independent, at least one of these meetings would include only independentnon-employee directors.

COMPOSITION OF THE BOARD

LOGO

~~85%~~92%

INDEPENDENT

~~85%~~83%

OIL AND GAS

EXPERIENCE

~~31%~~25%

TENURE OF

5 YEARS OR LESS

~~15%~~

~~WOMEN~~

10 MURPHY OIL CORPORATION

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How We Are Organized and Operate

Board Leadership Structure/Separate Chair and CEO Positions

The positions of Chairman of the Board and the Chief Executive Officer of the Company are held by two individuals. Mr. Deming serves as the Chairman of the Board as anon-executive and independent director. Mr. Jenkins is the Company’s President and Chief Executive Officer. Along with the Chairman of the Board of Directors and the Chief Executive Officer, 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 Chief Executive Officer is most familiar with the Company’s business and most capable of leading the execution of the Company’s strategy. The Board believes that separating the roles of Chairman and Chief Executive Officer is currently in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management. The Board will, however, maintain its flexibility to make this determination at any given point in time to provide appropriate leadership for the Company.

Risk Management

The Board exercises risk management oversight ~~and control~~ both directly and indirectly, the latter through various Board Committees. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, including the ~~risks associated with each.~~related risks. 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 risks and the ethical conduct of the Company’s business, including the steps the Company has taken to monitor and mitigate these risks. The Finance Committee works in concert with the Audit Committee on certain aspects of risk management, including hedging and foreign exchange exposure. The Nominating & 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. The Health, Safety, Environment & ~~Environmental~~Corporate Responsibility Committee oversees ~~management of~~ risks associated with environmental, health and safety issues. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports and by management about the known risks to the strategy and the business of the Company.

Committees

The standing committees of the Board are the ~~Executive Committee, the~~ Audit Committee, the Executive Compensation Committee, the Finance Committee, the Nominating & Governance Committee and the Health, Safety, Environment & ~~Environmental~~Corporate Responsibility Committee.

~~The Executive Committee~~~~, in accordance with the Company’sby-laws,~~ 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 financial accounting, legal and general administrative affairs of the Company, subject to any limitations prescribed by the~~by-laws~~ ~~or by the Board.~~

The Audit Committeehas 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, and the review of programs related to compliance with the Company’s Code of Business Conduct and Ethics.

The Audit Committee meets with representatives of the independent registered public accounting firm and with members of the internal audit function for these purposes. In February ~~2019,~~2020, the Board identified Lawrence R. Dickerson, R. Madison Murphy, and Neal E. Schmale as ~~qualified financial experts~~financially literate and designated Neal E. Schmale as its “Audit Committee Financial Expert” as defined in Item 407 of RegulationS-K. Further, on August 5, 2020, Mr. Schmale’s position with the Audit Committee ended and the Board designated Mr. Dickerson as its Audit Committee Financial Expert” 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.

The Executive Compensation Committeeoversees the compensation of the Company’s executives and directors and administers the Company’s annual incentive compensation plan, the long-term incentive plan and the stock plan fornon-employee directors. The Compensation Discussion and Analysis section contains additional information about the Executive Compensation Committee. In carrying out its duties, the Executive Compensation Committee will have direct access to outside advisors, independent compensation consultants and others to assist them.

~~2020 PROXY STATEMENT~~ 11

All of the members of the Executive Compensation Committee are independent under the rules of the NYSE and the Company’s independence standards.

2021 PROXY STATEMENT 11

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The Finance Committee assist the Board of Directors on matters relating to the financial strategy, liquidity position and financial policies and activities of the Company. In addition, the Finance Committee reviews and makes recommendations with respect to the Company’s capital structure, major capital projects and any dividend or share repurchase programs. The Finance Committee also works in consultation with the Audit Committee on the Company’s risk management strategy, including hedging and foreign exchange exposure.

The Health, Safety, Environment & ~~Environmental~~Corporate Responsibility Committeeassists the Board ~~and management~~ in monitoring compliance with applicable environmental, health and safety laws, rules and regulations as well as the Company’s Worldwide Health, Safety & Environmental Policy. Review of policies, procedures and practices regarding security of the Company’s people and property is also within the purview of this committee. The Committee assists the Board on matters relating to the Company’s response to evolving public issues affecting the Company in the realm of health, safety and the environment. The Committee has benefited from the Company’s involvement with groups such as the American Petroleum Institute (API) and sponsorship of initiatives like the Massachusetts Institute of Technology’s Joint Program on the Science and Policy of Global Change, which keeps abreast of emerging issues with respect to climate change.

The Nominating & Governance Committeeidentifies and recommends potential Board members, recommends appointments to Board committees, oversees evaluation of the Board’s performance and reviews and assesses the Corporate Governance Guidelines of the Company. All of the members of the Nominating & Governance Committee are independent under the rules of the NYSE and the Company’s independence standards.

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 candidates for membership on the Board for consideration by the Nominating & Governance Committee should address their recommendations to: Nominating & Governance Committee of the Board of Directors, c/o Corporate Secretary, Murphy Oil Corporation, ~~P.O. Box 7000, El Dorado, Arkansas 71731-7000.~~9805 Katy Freeway, G-200, Houston, Texas 77024. As a matter of policy, candidates recommended by stockholders are evaluated on the same basis as candidates recommended by Board members, executive search firms or other sources.

Committee Charters

Charters for the Audit, Executive Compensation, Nominating & Governance and Health, Safety, Environment & ~~Environmental~~Corporate Responsibility Committees, along with the Corporate Governance Guidelines, Code of Business Conduct and Ethics and the Ethical Conduct for Executive Management, are available on the Company’s website: ir.murphyoilcorp.com/corporate-governance. The information on the website ~~ir.murphyoilcorp.com/corporate-governance/highlights.~~is not deemed part of this proxy statement and is not incorporated by reference.

Board and Committee Evaluations

Our Board of Directors recognize that a thorough evaluation process is an important element of corporate governance and enhances our Board’s effectiveness. Therefore, each year, the Chairman of the Board and the Chairman of each Board Committee request that the directors provide their assessment of the effectiveness of the full Board and each of the committees on which they serve. The Corporate Secretary is instructed by each Chairman to manage the distribution and collection of the individual assessment forms which is conducted electronically through a third-party vendor portal. Once each director submits the completed assessment(s) through the portal, the responses are organized and summarized by the Corporate Secretary and provided to each Chairman for review and discussion at the next scheduled meeting during executive session.

It should be noted that the Board and each Board Committee reviews the adequacy of its own performance through self-evaluation, but the Nominating & Governance Committee is charged with ~~ensuring~~evaluating the adequacy of the entire process. Thus, each year, the Nominating & Governance Committee reviews and determines if the assessment forms stimulate a thoughtful evaluation about the Board and each Committee’s function and provides a forum for feedback on areas of improvement.

12 MURPHY OIL CORPORATION

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~~Compensation Committee Interlocks and Insider Participation~~

During 2019, none of the members of the Executive Compensation Committee (i) was an officer or employee of the Company, (ii) was a former officer of the Company or (iii) had any relationship requiring disclosure by the Company under any paragraph of Item 404 of Regulation~~S-K.~~

Meetings and Attendance

During ~~2019,~~2020, there were ~~eight~~seven meetings of the Board, ~~nine meetings of the Executive Committee, six~~five meetings of the Audit Committee, ~~three~~six meetings of the Executive Compensation Committee, ~~two~~three meetings of the Finance Committee, three meetings of the Nominating & Governance Committee and two meetings of the Health, Safety, Environment & ~~Environmental~~Corporate Responsibility Committee. All nominees’ attendance exceeded 75% of the total number of meetings of the Board and committees on which they served. ~~Attendance~~For 2020, attendance for Board and committee meetings ~~averaged 99%~~ for the full ~~year.~~year was 100%. All the Board members ~~except Mr. Ryan,~~ attended the ~~2019~~2020 Annual Meeting of Stockholders. As set forth in the Company’s Corporate Governance Guidelines, all Board members are expected to attend each Annual Meeting of Stockholders.



The Board and Committees

	Audit	~~Health, Safety &~~ ~~Environmental~~ Finance	Executive Compensation	~~Nominating~~Health, Safety, Environment & ~~Governance~~ Corporate Responsibility	~~Executive~~ Nominating & Governance

T. Jay Collins			MC	M

~~Steven A. Cossé~~		M			M

~~Claiborne P. Deming~~		M			C

~~Lawrence R. Dickerson~~Steven A. Cossé	M			M

~~Roger W. Jenkins~~					M

~~Elisabeth W. Keller~~		M		M

~~James V. Kelley~~				C	M

~~Walentin (Val) Mirosh~~		C	M

~~R. Madison Murphy~~	C				M

~~Jeffrey W. Nolan~~			M		M

~~Robert N. Ryan, Jr.~~Claiborne P. Deming

~~Neal E. Schmale~~Lawrence R. Dickerson	M				M

Roger W. Jenkins

Elisabeth W. Keller	M			M	M

James V. Kelley	M				C

Walentin (Val) Mirosh			M	C

R. Madison Murphy	C	M

Jeffrey W. Nolan		M	M

Robert N. Ryan, Jr.	M		M	M

Neal E. Schmale		M	C

Laura A. Sugg	M	M	M	M

C = Chair M = Member LOGO = Audit Committee Financial Expert

~~2020~~2021 PROXY STATEMENT 13

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How We Are Compensated

The Company’s standard arrangement for the compensation ofnon-employee directors divides remuneration into cash and equity components. This approach aligns the interests of directors and the stockholders they represent. The Company further targets total director compensation at a level near the 50th percentile of the competitive market (as determined by our Executive Compensation Committee (the “Committee”) together with its independent compensation consultant, ~~Pay Governance LLC (“Pay Governance”)),~~ enhancing the Company’s ability to retain and recruit qualified individuals. From January to June 2020, the Committee retained Pay Governance LLC (“Pay Governance”) as its independent compensation consultant and beginning with July 2020, the Committee retained Meridian as its independent compensation consultant.

Directors can elect to defer their cash compensation into the Company’sNon-Qualified Deferred Compensation Plan forNon-Employee Directors (“NED DCP Plan”) ~~which was approved by the Board of Directors on February 3, 2016.~~. Deferred amounts are deemed to be notionally invested through a fund in the Company’s stock. The “Fees Earned or Paid in Cash” column in the ~~2019~~2020 Director Compensation Table on the next page includes any amounts that were voluntarily deferred into the NED DCP Plan. Mr. Mirosh ~~(Canadian~~(who is a Canadian citizen) does not have the opportunity to defer cash compensation in this manner.

~~In 2019,~~For the first quarter of 2020, the cash component consisted of an annual retainer of ~~$75,000, plus $2,000 for each Board or committee meeting attended.~~$115,000. Supplemental retainers were paid to the Chairman of the Board ($115,000), Audit Committee Chairman ($~~25,000)~~27,000), the Audit Committee Financial Expert ($10,000), other members of the Audit Committee ($7,500), Executive Compensation Chairman ($20,000), and the Chair of each other committee ($15,000). The Company also reimburses directors for reasonable

travel, lodging and related expenses they incur in attending Board and committee meetings. On April 1, 2020, mindful of the impact to our business due to the volatility in the global oil markets as a result of the COVID-19 pandemic, the Board approved a 35% reduction to the annual and supplemental retainers for the Board and a 70% reduction to the Chairman’s retainer. In August 2020, the Board established a Finance Committee with a cash and member supplemental retainer mirroring the Audit Committee fee structure. In February 2021, the annual retainer was partially restored, but in the aggregate remains approximately 27% below the level it was prior to the April 1, 2020, reductions. This change reflects an effort to better align pay to be competitive with a reconstituted peer group for 2021.

Also, in ~~2019,~~2020, the total equity compensation fornon-employee directors was maintained at a grant date fair value of $200,000 to keep the total director compensation near the 50th percentile of the Company’s peer group, enhancing the Company’s ability to retain and recruit qualified individuals. Eachnon-employee director ~~other than Mr. Ryan,~~ received ~~7,156~~8,854 time-based restricted stock units on February ~~6, 2019,~~5, 2020, which cliff ~~vest~~vested after ~~three years. Mr. Ryan was elected to the Board of Directors on October 1, 2019, and was awarded equivalent equity-based compensation on apro-rated~~ ~~basis at that time. His award consisted of 3,076 restricted stock units which vest over the period beginning on October 1, 2019 and ending on February 6, 2022.~~one year.

Thenon-employee directors are eligible to participate in the matching charitable gift program on the same terms as Murphy employees. Under this program, an eligible person’s total charitable gifts of up to $12,500 per calendar year will qualify. The Company will contribute to qualified educational institutions and hospitals an amount equal to twice the amount (2 to 1) contributed by the eligible person. The Company will contribute to qualified welfare and cultural organizations an amount equal to (1 to 1) the contribution made by the eligible person. Those amounts are in the column below showing “All Other Compensation”.

14 MURPHY OIL CORPORATION

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2019 Director Compensation Table

Fees Earned
or Paid in
Cash
($)
Stock
Awards^1,2
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings³
($)
All Other
Compensation⁴
($)
Total
($)
Claiborne P. Deming
241,023 ⁵ 200,010 — — — 28,450 469,483
T. Jay Collins
101,023 ⁵ 200,010 — — — — 301,033
Steven A. Cossé
111,023 200,010 — — — 25,000 336,033
Lawrence R. Dickerson
114,523 200,010 — — — 25,000 339,533
Elisabeth W. Keller
97,002 200,010 — — — 5,000 302,012
James V. Kelley
128,023 200,010 — — — — 328,033
Walentin Mirosh
114,023 200,010 — — — — 314,033
R. Madison Murphy
151,523 200,010 — — 35,424 — 386,957
Jeffrey W. Nolan
115,023 ⁵ 200,010 — — — 25,000 340,033
Robert N. Ryan, Jr.
22,750 ⁶ 66,688 ⁷ — — — — 89,438
Neal E. Schmale
141,523 ⁵ 200,010 — — — 25,000 366,533
Laura A. Sugg
118,523 200,010 — — — — 318,533



2020 Director Compensation Table

	Fees Earned or Paid in Cash ($)			Stock Awards^1,2 ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings³ ($)		All Other Compensation⁴ ($)		Total ($)

Claiborne P. Deming		148,073	⁵		200,012		—		—		—		—		348,085

T. Jay Collins		96,036	⁵		200,012		—		—		—		—		296,048

Steven A. Cossé		87,260			200,012		—		—		—		—		287,272

Lawrence R. Dickerson		93,604			200,012		—		—		—		25,000		318,616

Elisabeth W. Keller		87,260			200,012		—		—		—		—		287,272

James V. Kelley		98,324			200,012		—		—		—		—		298,336

Walentin Mirosh		95,886			200,012		—		—		—		—		295,898

R. Madison Murphy		112,706			200,012		—		—		31,050		25,000		368,768

Jeffrey W. Nolan		87,260	⁵		200,012		—		—		—		25,000		312,272

Robert N. Ryan, Jr.		87,252			200,012		—		—		—		25,000		312,264

Neal E. Schmale		112,073	⁵		200,012		—		—		—		25,000		337,085

Laura A. Sugg		91,573			200,012		—		—		—		5,000		296,585

Represents grant date fair value of time-based restricted stock units awarded in ~~2019~~2020 as computed in accordance with FASB ASC Topic 718, excluding forfeiture estimates, as more fully described in Note K to the consolidated financial statements included in the Company’s ~~2019~~2020 Form10-K Annual Report.

2	At December 31, ~~2019,~~2020, total time-based restricted stock units outstanding were:


	Restricted Stock Units

Claiborne P. Deming		~~21,164~~23,083

T. Jay Collins		~~21,164~~23,083

Steven A. Cossé		~~21,164~~23,083

Lawrence R. Dickerson		~~21,164~~23,083

Elisabeth W. Keller		~~21,164~~23,083

James V. Kelley		~~21,164~~23,083

Walentin Mirosh		~~21,164~~23,083

R. Madison Murphy		~~21,164~~23,083

Jeffrey W. Nolan		~~21,164~~23,083

Robert N. Ryan, Jr.		~~3,076~~11,930

Neal E. Schmale		~~21,164~~23,083

Laura A. Sugg		~~21,164~~23,083

3	The 1994 Retirement Plan forNon-Employee Directors was frozen on May 14, 2003. At that time, then current directors were vested based on their years of service, with no further benefits accruing and benefits being paid out according to the terms of the plan.

4	Amounts include the matching charitable contributions the Company made on behalf of the directors for fiscal year ~~2019~~2020 pursuant to the Company’s Gift Matching Program.

5	The director elected to defer payment of such amounts under the NED DCP Plan.

6	~~Mr. Ryan was appointed to the Board effective October 1, 2019. The amounts shown reflect fees Mr. Ryan earned for service during the 4~~^th ~~quarter of fiscal year 2019.~~

7	~~Mr. Ryan was elected to the Board on October 1, 2019, and was awarded equivalent equity-based compensation on apro-rated~~ ~~basis.~~

~~2020~~2021 PROXY STATEMENT 15

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How You Can Communicate With Us

The Board values input from stockholders and other stakeholders and therefore provides a number of means for communication with the Board. Stockholders are encouraged to communicate by voting on the items in this proxy statement, by attending the annual meeting, by participating in the Company’s quarterly calls or webcast investor updates and by reaching out at any time via mail or email. The Corporate Governance Guidelines provide that 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 Oil Corporation, ~~P.O. Box 7000, El Dorado, Arkansas 71731-7000~~9805 Katy Freeway, G-200, Houston, Texas 77024 or via email at ted_botner@murphyoilcorp.com. 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.

16 MURPHY OIL CORPORATION

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PROPOSAL 2

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. The Company has determined to submit Named Executive Officer compensation to an advisory(non-binding) vote annually. At the ~~2019~~2020 Annual Meeting, stockholders endorsed the compensation of the Company’s Named Executive Officers with over ~~98%~~83% of the votes cast supporting the proposal.

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 ~~2019~~2020 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 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. Accordingly, 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 ~~2020~~2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the ~~2019~~2020 Summary Compensation Table and the other related tables and disclosures.”

Thesay-on-pay vote is advisory, and therefore not binding on the Company, the Executive Compensation Committee or the Board of Directors. The Board of Directors and the Executive Compensation Committee value the opinions of stockholders and to the extent there is a significant vote against the Named Executive Officer compensation as disclosed in this proxy statement, the Executive Compensation Committee will consider stockholders’ concerns and will evaluate whether any actions are necessary to address those concerns.

18 MURPHY OIL CORPORATION

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Compensation

Discussion and Analysis

~~Background~~

Murphy Oil Corporation is an independent exploration and production (“E&P”) company with a portfolio of global offshore and North American onshore assets delivering high margin production. Murphy primarily produces oil and natural gas in the United States and Canada. The Company’s long-term strategy as an~~oil-weighted~~ ~~independent E&P company is focused on the following key priorities that management believes will drive value for its stockholders:~~

1	~~develop differentiated perspectives in underexplored basins and plays;~~

2	~~continue to be a preferred partner to national oil companies and regional independents;~~

3	~~provide balance to the global offshore business by developing unconventional onshore plays in North America;~~

4	~~develop and produce fields in a safe, responsible, timely and cost effective manner; and~~

5	~~achieve and maintain a sustainable, profitable and high margin portfolio.~~

This Compensation Discussion and Analysis (“CD&A”) provides stockholders with an understanding of the Company’s compensation philosophy, objectives, policies and practices in place during ~~2019,~~2020, as well as factors considered by the Executive Compensation Committee of the Board of Directors (referred to in this CD&A as the “Committee”) in making compensation decisions for ~~2019.~~2020. For your reference, the Company’s CD&A is outlined in the following sections:


Executive Summary			20

~~2019 Financial and Operational Highlights~~CEO Compensation			21

~~2019 Compensation Program Structure~~			21

~~2019 Compensation Actions and Program Outcomes~~			22

~~CEO Compensation~~			23

~~Stockholder Engagement~~			23

Compensation and Corporate Governance Policies			2522

What We Do			2522

What We Don’t Do			2623

Stockholder Engagement			24

Elements of Compensation			2725

A. Base Salary			2726



B. Annual Incentive Plan			2827

C. Long-Term Incentive Compensation			3130

D. Employee Benefits and Perquisites			33

Compensation ~~Policies~~Oversight and Processes			34

Role of Independent Compensation Advisory Firm			34

~~2019~~2020 Peer Group Determination			34

~~Guiding Principles~~			37

Risk Evaluation			3735

Tax Policy			3735

Executive Compensation Committee Report			36

~~2020 PROXY STATEMENT~~ 19

~~Executive Summary~~

~~A Note from the Executive Compensation Committee~~

These are unprecedented times for Murphy. Our entire industry has been disrupted both by the COVID-19 pandemic as well as recent volatility in the global oil markets. In just the first quarter of 2020, Murphy stock has closed daily trading as high as $28.00 per share, and as low as below $5.00 per share. The entire Board is working closely with management throughout this event, and we feel that we are well positioned, financially and operationally.

As we have noted, the Company extensively uses an equity-based system to compensate our executive leadership team as we believe this best aligns the interests of shareholders and management. More than 60% of the total direct compensation value that we grant to our Named Executive Officers each year is stock-based. The recent dramatic drop in the Company’s stock price has, as designed, directly impacted the value of the compensation of the equity grants previously made to the Named Executive Officers as well as many others in the management ranks of the Company. For example, and only for illustration purposes, for a restricted stock unit granted on February 4 and valued at $100, if it were paid out as of March 23, would be valued at $24 (an approximate 75% decrease in original value).

Thus far in 2020, we have not deviated from our normal compensation process and program; however, in light of the evolving nature of the crisis we are likely to do so in the coming weeks. If we believe changes to the compensation program are warranted for our business and in the best interest of our stockholders, we will communicate them in a timely and transparent way. As directors on your Board, we are working closely with management to shape our business strategy, and as members of the Executive Compensation Committee, we remain committed to designing compensation plans and implementing governance practices that align with long-term stockholder value.

~~The below chart outlines the CEO’s current fair market value of full value “unvested” awards outstanding as compared to the original grant date fair market value:~~

This CD&A focuses on the compensation of the Company’s Named Executive Officers (“NEOs”) listed below, whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in the proxy statement. In addition to our current employees, 2020 NEOs include Michael K. McFadyen, our former Executive Vice President, Offshore, and Walter K. Compton, our former Executive Vice President & General Counsel. On May 21, 2020, the Company announced the retirement of Mr. Compton and resignation of Mr. McFadyen, each effective June 1, 2020.



Name		Title

Roger W. Jenkins		President & Chief Executive Officer

David R. Looney		Executive Vice President & Chief Financial Officer
Eric M. Hambly		Executive Vice President, Operations
Thomas J. Mireles		Senior Vice President, Technical Services
E. Ted Botner		Senior Vice President, General Counsel and Corporate Secretary
Michael K. McFadyen		Former, Executive Vice President, Offshore

Walter K. Compton		Retired, Executive Vice President & General Counsel

2021 PROXY STATEMENT 19

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Executive Summary

2020 Financial Highlights

Murphy’s strategy is to create free cash flow with a relatively flat production profile. This will enable the Company to maintain its dividend and reduce debt under current market conditions. Our 2020 financial and operating highlights include the following:


~~Eric M. Hambly~~		~~Executive Vice President, Onshore~~·	Net cash provided by continuing operations of approximately $803 million

~~The~~

$57 MM of free cash flow generated in 2020, including non-controlling interest and excluding King’s Quay floating production system¹

Preserved liquidity of $1.7 billion, including $310.6 MM of cash as of December 31, 2020 and $1.4 billion available on an unsecured revolving credit facility

Decreased full year net general and administrative costs by 40% from 2019, establishing a baseline for a continued lower cost structure

Maintained capital discipline, reducing full year capital expenditures by approximately 50% (compared to the Company’s original budget) to $712 MM, excluding King’s Quay floating production system²

2020 Operational Highlights

164,000 barrels of oil equivalent produced per day in 2020

64% liquids production, representing 94,000 barrels of oil produced per day

Sanctioned low-cost low carbon Tupper Montney development project

Progressed Khaleesi/Mormont and Samurai projects in the Gulf of Mexico ahead of first oil production in mid-2022

Maintained reserve life index of more than 11 years with 57% proved developed weighting.

Compensation Objectives and Key Decisions

Murphy’s compensation ~~plans and practices are~~program is designed to align the financial interests of ~~the above~~our NEOs with the financial interests of ~~its~~our stockholders. ~~To that end, NEOs are provided with a competitive base salary, an annual cash bonus opportunity based on~~Key features of the ~~achievement of specific~~program include:

·	Annual incentive plan based on the achievement of financial and operational goals aligned with our business strategy and stockholder value creation.

·	Long-term incentive plan that is 75% based on our performance, using TSR relative to peers and a measure of capital efficiency.

·	Comprehensive policies and practices intended to support well-informed decisions and a sound compensation governance process.

The Executive Compensation Committee actions in 2020 and early 2021 were responsive to market conditions and consistent with our ~~business strategy and stockholder value creation and long-term incentives that are tied~~pay for performance philosophy. Key decisions included:

·	Approved reductions to the base salaries of our NEOs and other executives due to the impact of volatility in the global oil markets as a result of the COVID-19 pandemic.

·	Approved below-target payouts on the annual incentive plan and performance share units awarded in 2018:

·	The annual incentive plan generated a payout of 36.21% of target for the NEOs based upon the Company’s 2020 performance. The Committee made no changes to the goals originally established in February 2020.

·	Performance share units awarded in 2018 paid out at 91.03% of target, reflecting our TSR performance relative to peers over the 2018-2020 period.

During 2020, the Company engaged in discussions with institutional investors representing over 50% of shares outstanding. Murphy has made several positive changes to our ~~long-term stock performance.~~compensation programs in recent years to improve the programs and demonstrate our responsiveness to stockholder feedback.

For 2021, the Committee approved changes to the annual incentive plan, including further emphasis on cash flow, lower emphasis on volume-based metrics, and addition of a greenhouse gas (GHG) emissions reduction metric.



2020 Base Salary	2020 Annual Incentives	Long-term Incentives
COVID-19 Impact CEO salary reduction: -35% Other NEOs: -20% on average	36.21% of target	2020 LTI values: -21% vs. 2019 (as a result of our lower stock price) 2018 PSUs: earned at 91% of target

1.	See Annex for reconciliations of non-GAAP financial measures to their most closely comparable GAAP metric.

2.	Capital expenditures of $712 million is accrued capital expenditures, excluding $22 million of noncontrolling interest capital expenditures and $93 million for King’s Quay spending.

Note: Unless otherwise noted, the financial and operating highlights and metrics discussed above and below exclude noncontrolling interest, thereby representing only the amounts attributable to Murphy.

20 MURPHY OIL CORPORATION

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~~2019 Financial and Operational Highlights~~

This past year was a transformative year for Murphy as we closed two significant transactions while maintaining a diversified asset base with onshore and offshore optionality, primarily in the United States and Canada. We remain committed to the goal of operating within cash flow, targeting full dividend coverage, and achieving this through our high-margin realizations and~~oil-weighted~~ ~~assets. Our 2019 financial and operating highlights include the following:~~

Achieved $1.1 billion in net income, or $16.25 per barrel of oil equivalent sold, and $1.5 billion in adjusted EBITDA, or $23.99 per barrel of oil equivalent sold, for the full year*

Generated $1.49 billion in net cash from operating activities and delivered $145 million of free cash flow including NCI in 2019*

~~Returned more than $660 million to stockholders through long-standing dividend policy and $500 million share repurchase program~~

~~Extended debt maturity profile and preserved balance sheet strength with approximately 31% net debt to total capital* atyear-end~~

~~Attained full year field-level margins of $32 and $35 per barrel of oil equivalent in the Eagle Ford Shale and North America offshore regions, respectively~~

~~Produced 173,000 barrels of oil equivalent per day with 94% sold at a premium to $57.04 WTI~~

~~2019 Compensation Program Structure~~

~~Murphy has structured its cash and equity-based compensation program to position approximately 90% of the CEO’s and80%-85%~~ of the other NEO’s target total direct compensation opportunity in variable compensation components tied to the achievement of short- and long-term performance criteria aligned with the Company’s business objectives. Short-term incentives are paid in the form of annual cash bonus opportunities tied to the achievement of specific performance goals aligned with stockholder value creation. Long-term incentives combine performance-based restricted stock units (referred to in this CD&A as “PSUs”) and time-based restricted stock units (referred to in this CD&A as “RSUs”) to provide a compensation opportunity aligned with the Company’s long-term stock performance, delivered through awards that are performance based in absolute and relative terms, while also encouraging retention.

1	~~Unless otherwise noted, the financial and operating highlights and metrics discussed above exclude noncontrolling interest, thereby representing only the amounts attributable to Murphy.~~

*	~~See Annex for reconciliations ofnon-GAAP~~ ~~financial measures to their most closely comparable GAAP metric.~~

~~2020 PROXY STATEMENT~~ 21

~~2019 Compensation Actions and Program Outcomes~~

~~Base Salary~~

~~Adjustments to CEO & NEO Base Salaries~~

The Company provides base salaries to its CEO and other NEOs which are structured to reward executives for the performance of their regular duties and responsibilities associated with their management of the Company.

~~Murphy targets base salaries at the 50th percentile of base salaries paid by our peer group.~~

~~On February 5, 2019, the Committee approved adjustments to the base salaries for the following NEOs in order to bring their base salary closer to the market midpoint of the Company’s peer group:~~

·	~~Mr. Jenkins’ base salary remained unchanged;~~

·	~~Mr. Looney received a 3.0% adjustment;~~

·	~~Messrs. Compton and Hambly each received 5.0% adjustments; and~~

·	~~Mr. McFadyen received a 7.0% adjustment.~~

~~Annual Incentives~~

~~Annual Incentive Plan (“AIP”) Awards Paid Above Target~~

For the fiscal year 2019, the Committee modified the AIP performance metrics to increase the weighting capital efficiency and financial discipline and for 2019 measured performance in the following areas:

·	~~25%-EBITDA/Average Capital Employed (ACE);~~

·	~~20%-Lease Operating Expense (LOE)/ Barrel of Oil Equivalent (BOE);~~

·	~~7.5%-Safety (Total Recordable Incident Rate);~~

·	~~7.5%-Environmental (Spill Rate);~~

·	~~20%-Production (BOEPD); and~~

·	~~20%-Produced Reserve Replacement (organic)~~

~~Below we provide an expanded discussion of the factors underlying our performance target setting process.~~

Based upon the Company’s performance during fiscal year 2019, Murphy met or exceeded the performance goals in four of the six areas measured. The AIP formula for the NEO positions resulted in an earned performance score of 127.92% of target.

~~Long-Term Equity Incentives~~

~~Long-Term Incentives Granted at Target Levels for 2019~~

In February 2019, the Committee approved long-term incentive (“LTI”) grants with target award opportunities for each NEO based upon the 50th percentile of the target award opportunities set by our peer group. In prior years, the Committee had set LTI target award opportunities below the 50th percentile.

~~The 2019 LTI mix was:~~

·	~~75% in PSUs tied to relative total shareholder return (“TSR”)~~

·	~~25% in time-vested RSUs~~

~~Payouts under the 2019 PSUs are based on the Company’s TSR relative to a peer group’s TSR over a three-year performance period. Payouts are capped at target for negative TSR results.~~

~~The following provides a summary of the results for fiscal year 2019 based on relative TSR performance and the impact of such performance upon grants occurring in 2017, 2018, and 2019~~

PSUs (%)
2017 2018 2019
Year 1
139.4 123.0 NA
Year 2
123.0 129.2 NA
Year 3
129.2 TBD NA
Cumulative Years1-3

150.0 TBD TBD
Total
135.4 TBD TBD

TSR
2017 2018 2019
2017
-2019

Performance
-6.65 % -6.36 % -1.31 % -4.81 %
Peer Group Rank
4/17 6/17 4/15 2/15

22 ~~MURPHY OIL CORPORATION~~

CEO Compensation

~~The CEO’s annual~~2020 Pay Actions

Mr. Jenkins’ base salary for fiscal year ~~2019~~2020 was ~~$1,332,500, which was~~$866,125, reflecting a 35% reduction announced on April 1, 2020 related to the ~~same rate in effect for fiscal year 2018. Mr. Jenkins’~~COVID-19 pandemic. His annual incentive award (cash bonus, payable in first quarter ~~2020)~~2021) was paid at the level of ~~$2,301,147,~~$480,395, which represents ~~approximately 127.92%~~36.21% of his target award opportunity, a level commensurate with those of other AIP participants. In February ~~2019,~~2020, the Committee ~~granted the CEO long-term incentive compensation~~approved equity awards with a grant date fair value of ~~$10,596,510.~~$8,297,910. In aggregate, Mr. Jenkins’ total direct compensation for ~~2019~~2020, including base salary earnings of $982,733, was ~~$14,230,172~~$ 9,761,038 which is an approximate ~~8.5% increase~~31% decrease in total direct compensation from his ~~2018~~2019 level of ~~$13,115,919.~~$14,230,172.

~~Stockholder Engagement~~

~~The Company values~~As disclosed in a press release dated February 8, 2021, Mr. Jenkins’ base salary was partially restored and will be approximately 25% less than his salary at the ~~feedback~~beginning of 2020 (prior to the April 2020 reductions), and ~~insights that it receives from its stockholders through ongoing dialogue. At~~ the ~~2019 Annual Meeting, a proposal seeking~~value of his 2021 equity incentive grant will be approximately 25% below the 2020 grant value. These changes reflect an ~~advisory vote on executive compensation for the Company’s NEOs (see “Tabular Information for Named Executive Officers”) was submitted~~effort to ~~stockholders. Stockholders endorsed the Company’s NEO compensation, with more than 98% of the votes cast indicating approval.~~

~~Even in years of strongsay-on-pay~~ ~~support, we engage with our stockholders on a regular basis to ensure we fully understand the factors they consider~~better align pay to be ~~most important when evaluating our Company. During 2019, in addition to regular discussions~~competitive with ~~stockholders regarding our financial results, members of executive management proactively engaged in discussions~~a reconstituted peer group used for benchmarking compensation.

CEO Pay Aligned with institutional investors soliciting investors’ input regarding the strengths and weaknesses of the Company’s strategy, corporate governance, executive compensation and sustainability. Murphy extended the opportunity for~~one-on-one~~Performance discussions with the 25 largest institutional investors holding significant ownership interests in Murphy. A number of significant investors responded favorably to the opportunity to share their views and provided meaningful input.

~~The Committee enhanced a number of elements of our~~Our executive compensation program ~~in 2019, including~~is designed to align the ~~following:~~realizable compensation of our NEO’s with our performance. The charts below demonstrate this alignment of Mr. Jenkins’ pay with TSR performance over the past three- and five-year periods.

~~Implementation~~

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Target compensation includes target bonus opportunity and grant date value of ~~Longer Performance Measurement Period for PSUs~~

Beginning with the 2019 awards under the 2018 Long-Term Incentive Plan (the “2018 LTI Plan”), a new measurement period of 36 months was implemented. The performance metric remains as relative TSR of Murphy versus its designated industry peer group. This change in the measurement period was made in recognition that stockholders may be more focused on demonstrated longer-term performance cycles.

~~Addition of Limit on PSU Vesting for Negative TSR~~

~~In February 2019, the Company added a new provision to the long-term~~equity incentive grants ~~that includes a vesting cap on PSU awards should the Murphy TSR be negative~~ over the ~~three-year~~period. Realizable compensation includes actual bonus payments and the value of equity incentives granted over the period based on actual stock price as of December 31, 2020.

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Annual realizable compensation includes actual bonus earned for each year, and the year-end value of equity incentives granted during each year. Performance shares with performance cycle. Even if the Murphy relative TSR performance may result in an above-target payout opportunity greater than 100% of the number of PSUs granted, the new plan design caps the number of PSUs earned to 100% of the number of PSUs granted.

~~Adoption of Double Trigger Vesting of Long-Term Incentives in Event ofChange-in-Control~~ ~~(“CIC”)~~

Beginning with equity grants made in February 2019, we no longer provide for accelerated vesting of long-term incentive compensation grants to the CEO and seven executive officers, including NEOs, who are direct reports to the CEO position upon the event of a Company CIC. Grants are now subject to a new policy that requires two defined triggers: (i) the Company experiences a CIC (as defined and set forth in the applicable long-term incentive plan documents); and (ii) the CEO or his applicable direct report, including NEOs, experiences an involuntary termination of employment or terminates employment for stated good reason upon orperiods completed during ~~a set period following the CIC.~~

~~Adoption of a Single Peer Group~~

In recent years, Murphy has relied upon two different sets of peer group for purposes of benchmarking and financial analysis. There was considerable, but not total overlap between the two groups. During the first quarter of 2019, the Executive Compensation Committee analyzed 28 exploration and production companies for potential inclusion in a new group of companies and approved a new single peer group of 17 companies (later revised to 15 companies). This peer group is the identified TSR performance measurement peer group with respect to the new long-term performance plan grants awarded to NEOs in February 2019. Please see page 36 of this CD&A for a list of peer group companies.

~~Implementation of New CIC Severance for NEOs~~

~~When reviewing peerCIC-related~~ ~~compensation practices, the Committee determined that the Murphy’sCIC-related~~ cash severance benefits were not competitive with our peers. On April 15, 2019, the Company entered into Severance Protection Agreements (“Agreements”) with seven executive officers who are direct reports to the CEO position, including Messrs. Looney, McFadyen, Compton and Hambly. The cash severance benefits payable under the Agreements were set at the 50th percentile of our peer group.

~~Each Agreement has an initial term of three years and will automatically be extended for successiveone-year~~ ~~periods unless~~ either the ~~Company~~three- or the NEO provides 90 days prior written notice to not extend the term. The Agreements provide that if, within twenty-four months following a ClC of the Company, the Company terminates a NEO’s employmentfive-year period shown have been adjusted for ~~any reason other than for “Cause” or “Disability”, or the~~actual performance.

~~2020~~2021 PROXY STATEMENT 2321

~~NEO resigns for “Good Reason” (as such terms are defined in the Agreements), the NEO will be entitled to the following severance benefits:~~

a lump sum cash payment equal to two times (or three times in Mr. Looney’s case) the sum of (A) the NEO’s annual base salary in effect immediately prior to the termination (or if greater, the highest rate in effect at any time during the~~90-day~~ ~~period before the CIC) and (B) the average of the NEO’s annual bonus for the three years prior to the termination (or if greater, the three full fiscal years prior to the CIC);~~

~~full vesting of all outstanding equity awards;~~

~~continued life, accident and health insurance coverage for the30-month~~ ~~period following termination (or the36-month~~ ~~period following termination in Mr. Looney’s case); and~~

~~certain relocation benefits.~~

~~The NEOs will not be entitled to any taxgross-up~~ payments for any golden parachute excise tax that may be imposed on them as a result of a CIC and severance benefits resulting from a subsequent termination of employment. Pursuant to the Severance Protection Agreements, the NEOs will be subject to certain~~non-competition~~ ~~andnon-solicitation~~ ~~restrictive covenants for one year following a termination of their employment that occurs following a CIC.~~

Payouts under the Severance Protection Agreements are subject to a “double-trigger” qualification, whereby the NEO will only receive payout following both a CIC and a subsequent qualifying termination. This ensures that we provide our NEOs with severance protections that are competitive with our peers, while continuing to assure the NEOs’ objectivity and dedication in the event of an actual or threatened CIC of the Company. We believe that the Severance Protection Agreements will serve to align the long-term interests of our NEOs with our shareholders.

24 ~~MURPHY OIL CORPORATION~~

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Compensation and Corporate Governance Policies

“What We Do” and “What We Don’t Do”

Murphy is committed to developing and implementing executive compensation and corporate governance policies which are directly aligned with the best interests of our stockholders. In this regard, we have adopted executive compensation practices which are considered to be “best practices” and which will ensure that we have put stockholder’s interests at the forefront. The following table lists the practices that Murphy has implemented which describe the best practices we have adopted as “What We Do” as well as a listing of practices identified as “What We Don’t Do” that we consider not to be aligned with our stockholders’ interests.

What We Do

✔	Stock Ownership Guidelines

Directors are required to own and hold Company shares equal in value to five times their annual cash retainer. Officers of the Company or any of its operating subsidiaries are expected to own and hold a number of shares at least equal in value to a multiple of base salary, depending upon the officer’s position (5.0 times for the CEO, 2.5 times for EVPs, 2.0 times for SVPs, and 1.0 times for VPs). During 2020, all Directors and NEOs were in compliance with the Company’s stock ownership guidelines.

✔	~~Pay for Performance~~75% of NEO Equity is Performance-based

~~At least 80% of each NEO’s target direct compensation is in the form of variable compensation tied to Company performance through the annual incentive and long-term incentive compensation plans.~~ PSUs, which comprise 75% of equity awards, are tied to aboth relative and absolute multi-year performance ~~goal~~goals, with 60% based on our TSR relative to peers and 15% based on our EBITDA/Average Capital Employed (“ACE”), each measured over a three-year performance period. Relative TSR PSUs may not be earned above target if TSR over the performance period is negative.

✔	Anti-Hedging Policy

Directors, officers, and employees are prohibited from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds, or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s securities.

✔	Limited Perquisites

~~The~~Other than the CEO’s de minimis use of the Company’s ~~executive officers, including the~~aircraft before it was sold in 2020, our NEOs receive no perquisites or special executive ~~benefits, unless such benefits serve a reasonable purpose, such as limited use of Company aircraft by the CEO.~~

benefits.

✔	Clawback Provision

The Company has adopted a policy allowing for the recovery of equity and cash incentive-based compensation from our NEOs under certain circumstances including upon restatement of Company financial statements. In 2020, the Company added a reputational harm provision to the policy.

✔	Independent Compensation ~~Advisor~~Consultant

The ~~Committee of the Board~~Company has retained ~~the services of Pay Governance as its~~ independent ~~advisor regarding executive~~ compensation ~~issues facing the Committee. Pay Governance provides no other services~~consultants to ~~Murphy or~~assist it and the Committee ~~beyond its~~in evaluating and setting executive ~~compensation advisory services.~~compensation.

✔	Annual StockholderSay-on-Pay Vote

Since the inception of the stockholder advisory vote regardingSay-on-Pay, Murphy has allowed for such a vote annually and has received a ~~highly~~ favorable ~~(92%~~(83% or higher) voting result each year.

✔	Stockholder Engagement

The Company engages with stockholders on a regular basis to fully understand the factors considered most important when evaluating the Company.

✔	Double Trigger ~~CIC~~Change in Control (CIC) Provisions

Equity awards granted on or after February 2019 and cash severance benefits are both subject to double trigger CIC provisions (i.e., NEO incurs a qualifying termination within 24 months of a CIC). Upon a double trigger, eligible equity awards will immediately vest and cash severance will be paid shortly thereafter.

~~2020 PROXY STATEMENT~~ 2522 MURPHY OIL CORPORATION

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What We Don’t Do

×	No Employment Agreements

The Company does not have written employment agreements specifying compensation levels and practices for its CEO and NEOs or any Company employee. Beginning in 2019, the only written agreements in effect with our executive officers are the Severance Protection Agreements which provide executive officers certain severance benefits in the case of a qualifying termination occurring within 24 months following a CIC transaction.

×	No TaxGross-Up Payments

The Company does not provide its CEO or other NEOs with taxgross-up payments for any form of executive compensation, including the CIC severance compensation for the CEO and the other NEOs.

×	No Backdating of Stock Options

Murphy has never engaged in the practice of backdating stock options or other forms of equity compensation.

×	No Payment of Dividends on Unearned Performance Awards or Time-based Awards

The Company does not pay dividends on unearned long-term performance awards or time-based awards. However, during the performance or service period, dividends accrue on unearned awards and will be paid solely to the extent the underlying award vests.

×	~~No Above-Median Benchmarking~~

All elements of total direct executive compensation (base salary, target annual incentive, and target long-term incentives) are benchmarked at the 50th percentile of our peers or the competitive market.

×	No Pledging of Shares Unless Stock Ownership Guidelines are Met

A director or officer may not pledge Company securities, including the purchasing of 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 our stock ownership guidelines. Any pledging of shares must be in compliance with applicable law and must be disclosed to the Company in advance.

×	No Payment of Awards Greater Than Target in Event of Negative TSR During the3-Year LTI Performance Period

Payouts under PSU grants are capped at target if the Company’s TSR is negative over the applicable measurement period but would result in payout greater than target.

2021 PROXY STATEMENT 2623

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Stockholder Engagement

The Company values the feedback and insights that it receives from its stockholders through ongoing dialogue. At the 2020 Annual Meeting, a proposal seeking an advisory vote on executive compensation for the Company’s NEOs (see “Tabular Information for Named Executive Officers”) was submitted to stockholders. Stockholders endorsed the Company’s NEO compensation, with more than 83% of the votes cast indicating approval.


Over 83% support in 2020				Outreach to stockholders holding more than 50% of shares				Meetings with stockholders holding over 20% of shares

The Committee is cognizant of the advisory vote results of say-on-pay and will communicate directly with investors/stockholders as required to address their concerns. Even in years of strong say-on-pay support, we engage with our stockholders on a regular basis to ensure we fully understand the factors they consider to be most important when evaluating our Company. During 2020, in addition to regular discussions with stockholders regarding our financial results, members of executive management proactively engaged in discussions with institutional investors soliciting investors’ input regarding the strengths and weaknesses of the Company’s strategy, corporate governance, executive compensation and sustainability. Murphy extended the opportunity for one-on-one discussions with the 25 largest institutional investors holding significant ownership interests in Murphy. A number of significant investors responded favorably to the opportunity to share their views and provided meaningful input.

During recent years, the Company has made several positive changes to our programs in an effort to improve our programs and demonstrate responsiveness to stockholder feedback:


Responsive Program Changes Over Recent Years
3-year performance period for PSUs				Single peer group for compensation and performance

PSU award payout capped at 100% if TSR is negative				Double-trigger equity acceleration in a Change-in-Control
New Changes for 2020
Added Return on Average Capital Employed (ROACE) measure to PSU program				Added reputational harm as a trigger in our Clawback Policy

Implementation of an Additional Performance Metric for PSUs

Beginning with the 2020 PSUs, an additional performance metric based on our EBITDA/ACE measured over a three-year performance period was implemented. The Committee believes the addition of EBITDA/ACE as a performance metric for PSUs granted to our executives, including the NEOs, will enhance our executives’ focus on financial discipline and encourage them to manage costs relative to gross margins and the commodity price environment.

24 MURPHY OIL CORPORATION

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Elements of Compensation

The Company’s executive compensation program includes a base salary, an annual cash-based incentive opportunity, long-term incentive compensation, employee benefits and limited perquisites. The Committee believes that a majority of an executive officer’s total direct compensation opportunity (which includes base salary, annual and long-term incentive opportunities) should be performance-based. The Committee determines an executive’s total direct compensation opportunity based on ~~compensation~~ peer company information and survey data provided by ~~Pay Governance~~Meridian to ensure the program is competitive with the ~~compensation~~ peer group in order to attract and retain talented executives.

2020 Compensation Program Structure

Sound corporate and compensation governance are pillars of our corporate culture at Murphy. The Executive Compensation Committee of the Company’s Board of Directors and the Executive Management team at Murphy Oil continually seek to improve the alignment of our compensation programs with the interests of our stockholders and with industry dynamics.

In 2020, our entire industry was disrupted both by the impact of COVID-19 pandemic and volatility in the global oil markets. In response, on April 1, 2020, the Executive Compensation Committee approved some of the most significant executive salary and director retainer reductions in the oil and natural gas industry. Our CEO’s salary for 2020 was reduced by 35% and salaries for our NEOs were reduced by as much as 30% with an average of 20%. Outside of these reductions, the Committee did not deviate from our normal compensation process and program.

To motivate, attract and retain executives who are critical to our long-term success, Murphy believes its executive compensation program should be competitive with peer companies in the oil and natural gas industry and executives should be rewarded for both the short-term and long-term success of the Company and, conversely, be subject to a degree of downside risk in the event the Company does not achieve its performance objectives. As a result, Murphy has structured its cash and equity-based compensation program to position approximately 90% of the CEO’s and approximately 80% the other NEO’s target total direct compensation opportunity in variable compensation components tied to the achievement of short- and long-term performance criteria aligned with the Company’s business objectives. Short-term incentives are paid in the form of annual cash bonus opportunities tied to the achievement of specific performance goals aligned with stockholder value creation. Long-term incentives combine performance-based restricted stock units (referred to in this CD&A as “PSUs”) and time-based restricted stock units (referred to in this CD&A as “RSUs”) to provide a compensation opportunity aligned with the Company’s long-term stock performance, delivered through awards that are performance based in absolute and relative terms, while also encouraging retention.

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2021 PROXY STATEMENT 25

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A. Base Salary

The objectives of the base salary component of compensation are:

1	to provide a fixed level of compensation to compensate the executive forday-to-day execution of primary duties and responsibilities;

2	to assist the Company in the attraction and retention of a highly skilled competitive leadership team by paying base salaries competitive with those paid by the Company’s ~~compensation~~ peer group; and

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

The Company targets the median (“50th percentile”) of competitive market pay levels for the base salary of the NEOs because it allows the organization to recruit, attract, and retain qualified management talent having the requisite skills and competencies to manage the Company and to deliver additional value for stockholders. In practice, some executives are paid above or below the 50th percentile because of their individual job performance, time in the position, and/or tenure with the Company. Executives’ salaries are ultimately determined based on the market pay levels, as well as a combination of experience, duties and responsibilities, individual performance, Company performance, general economic conditions and marketplace compensation trends.

~~In order to~~2020 Base Salary Actions

To bring ~~the NEO’s~~their base salary closer to the market midpoint of the Company’s peer group, in February 2020, the Committee approved annual adjustments to the base salaries for ~~the following NEOs effective as~~Messrs. Looney, Hambly, Mireles, Botner, McFadyen and Compton of ~~February 5, 2019:~~

~~Mr. Looney received a 3.0% adjustment;~~

~~Messrs. Compton and Hambly each received 5.0% adjustments; and~~

~~Mr. McFadyen received a 7.0% adjustment.~~

1.5%, 7.0%, 2.0%, 2.0%, 2.0% and 2.0%, respectively. Mr. Jenkins’ base salary remained ~~unchanged.~~ unchanged from 2019.

In early April 2020, mindful of the impact to our business due to the volatility in the global oil markets as a result of the COVID-19 pandemic, the Committee approved reductions to the base salaries of Messrs. Jenkins, Looney, Hambly, Mireles, Botner, McFadyen and Compton of 35%, 30%, 20%, 25%, 20%, 25% and 30%, respectively.

On June 1, 2020, the Committee approved a 12% increase to Mr. Botner’s base salary, effective June 1, 2020, which still remained 10% lower than it was prior to the April 1 reduction. This increase accounted for the additional responsibilities he assumed concurrent with Mr. Compton’s retirement.

In October 2020, the Committee approved an 11% increase to Mr. Hambly’s base salary, effective October 1, 2020, to account for the additional responsibilities he assumed in connection with his promotion to his current position on June 1, 2020. Following this increase, his salary remained 11% lower than it was prior to April 1 reduction.

The chart below details our ~~NEOs 2018~~NEOs’ 2019 and ~~2019~~2020 base salaries and adjustments:


Named Executive Officer	2018 Base Salary			2019 Base Salary			Adjustment for 2019			2019 Base Salary		Pre-COVID-19 Reduction Base Salary Q1 2020		Post-COVID-19 Reduction Base Salary 2020			Change in Base Salary From 2019 (%)

Roger W. Jenkins		$	1,332,500		$	1,332,500		—		$	1,332,500	$	1,332,500	$	866,125			-35	%

David R. Looney		$	650,000		$	669,500		3	%	$	669,500	$	679,543	$	475,680			-29	%

Eric M. Hambly										$	514,500	$	550,515	$	490,000	¹		-5	%

Thomas J. Mireles										$	423,300	$	431,766	$	323,825			-23	%

E. Ted Botner										$	410,410	$	418,620	$	375,000	¹		-9	%

Michael K. McFadyen		$	550,000		$	588,500		7	%	$	588,500	$	600,270	$	450,022			-24	%

Walter K. Compton		$	585,092		$	614,346		5	%	$	614,346	$	623,561	$	437,116			-29	%

Eric M. Hambly		$	490,000		$	514,500		5	%

On April 1, 2020, the Committee approved a reduction in Messrs. Hambly’s and Botner’s base salary from $550,515 to $440,412 and from $418,620 to $334,895, respectively. On June 1, 2020, the Committee approved an increase in Mr. Botner’s base salary to $375,000. On October 6, 2020, the Committee approved an increase in Mr. Hambly’s base salary to $490,000, effective October 1, 2020.

~~2020 PROXY STATEMENT~~ 2726 MURPHY OIL CORPORATION

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2021 Base Salary Actions

As disclosed in a press release dated February 8, 2021, the Executive Compensation Committee decided to partially restore the salaries for our executives. However, none of our executives will have their salary fully restored to the levels in effect prior to the April 2020 reductions, with the exception of certain executives receiving increases due to promotions. Our CEO’s salary for 2021 will be approximately 25% lower than it was prior to the April 2020 reductions, and the salaries for our other executives, excluding those receiving salary increases due to promotions, will be approximately 8.5% lower on average. These changes reflect an effort to better align pay to be competitive with a reconstituted peer group.

B. Annual Incentive Plan (AIP)

The objectives of the Company’s annual incentive program are:

1	to provide cash-based incentive compensation linked to Company performance to those officers, executives, and key employees who contribute significantly to the growth and success of the Company;

2	to attract and retain individuals of outstanding ability;

3	to align the interests of those who hold positions of major responsibility in the Company with the interests of the Company’s stockholders; and

4	to encourage excellent operational performance by rewarding executives when they achieve this level of performance.

Generally, the Committee sets each NEO’s annual target incentive at the 50th percentile of competitive market pay levels. Executives have the opportunity to be compensated above the 50^th percentile when the Company has above market performance based on established performance measures. In February ~~2019,~~2020, the Committee reviewed an analysis of the top executives prepared by Pay Governance and approved adjustments, where necessary, to bring target bonus percentages in line with the market. For ~~2019,~~2020, the target bonus percentages of the Company’s NEOs were at the median of the competitive market.

For the 2019 annual incentive plan, the Committee approved the following three performance metrics: (i) safety, (ii) environmental (iii) financial/operational (which includes 2 different performance measures approved by the Committee) and (iv) operational (which also includes 2 different performance measures approved by the Committee). The performance metrics were the same as used in 2018, except for the replacement of the financial measure EBITDA/BOE with EBITDA/ACE to increase the profile for the role of capital efficiency and financial discipline.

The following annual incentive plan target increases were made to move the incentive targets closer to the market median of the Company’s peer group based on data provided by Pay Governance:


Named Executive Officer	2018 Annual Incentive Target (As % of Base Salary)			2019 Annual Incentive Target (As % of Base Salary)			Adjustment for 2019			2019 Annual Incentive Target (As % of Base Salary)			2020 Annual Incentive Target (As % of Base Salary)			Adjustment for 2020

Roger W. Jenkins		135	%		135	%		—			135	%		135	%		—

David R. Looney		85	%		90	%		5.88	%		90	%		90	%		—

Eric M. Hambly											85	%		85	%		—

Thomas J. Mireles											60	%		60	%		—

E. Ted Botner¹											55	%		60	%		5	%

Michael K. McFadyen		85	%		85	%		—			85	%		85	%		—

Walter K. Compton		75	%		85	%		13.33	%		85	%		85	%		—

Eric M. Hambly		85	%		85	%		—

1.	In connection with his promotion to Senior Vice President, General Counsel & Corporate Secretary, the bonus target for Mr. Botner was increased from 55% to 60% effective June 1, 2020.

2021 PROXY STATEMENT 2827 ~~MURPHY OIL CORPORATION~~

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PERFORMANCE METRICS AND WEIGHTINGS

The table below provides the performance metrics and weightings for the 2020 AIP. The Committee modified the AIP performance metrics to increase the weighting capital efficiency and financial discipline.


~~2019~~2020 Performance Criteria
Metric	Weighting			Definition

Safety
Total Recordable Incident Rate (TRIR)		7.5	%		Defined as the combined number of incidents for both contractors and employees worldwide per 200,000 work hours. The lower the result, the better the performance.
					The health and safety of the Company’s employees and contractors is important to the Company. Inclusion of a safety metric reflects the Company’s emphasis on safe operations by both employees and contractors.

Environmental
Spill Rate		7.5	%		Defined as the number of spills equal to or greater than one barrel per million BOEs¹ produced. Like TRIR, the lower the spill rate, the better our environmental performance.
					Inclusion of a spill metric reflects the Company’s commitment to environmentally sound operations.

Financial
~~EBITDA/~~Return on Average Capital Employed (ROACE)¹² Lease Operating Expense (“LOE”)/BOE²¹		2530 20	% %		These financial goals focus on financial discipline and encourage employees to manage costs relative to gross margins and the commodity price environment.

Operational
Produced Reserves Replacement (organic) Production Target (BOEPD)³		2015 20	% %		The primary business objectives for an exploration and production company are to find oil and natural gas reserves at a competitive cost while generating economic value for its stockholders and assuring that reserves are prudently converted into production and ultimately cash flow.
					Including specific operational goals on reserves additions (excluding acquisitions and divestitures) and production volumes provides a direct line of sight for the Company’s employees of their impact on the Company’s operational success.

EBITDA/ACE is calculated by dividing the Company’s EBITDA for fiscal year 2019 by the sum of the opening plus closing Capital Employed (total equity + total long-term debt + total short-term debt) divided by two. EBITDA may be adjusted for items which effect the representation of EBITDA to underlying performance, e.g. unrealized mark to market movements on commodity hedging.

2	A barrel of oil equivalent (BOE) is a term used to summarize the amount of energy that is equivalent to the amount of energy found in one barrel of crude oil. One barrel of oil is generally deemed to have the same amount of energy content as 6,000 cubic feet of natural gas.

ROACE is calculated by dividing the Company’s EBITDA for fiscal year 2020 by the sum of the opening plus closing Capital Employed (total equity + total long-term debt + total short-term debt) divided by two (EBITDA/ACE). EBITDA may be adjusted for items which effect the representation of EBITDA to underlying performance, e.g. unrealized mark to market movements on commodity hedging.

3	Barrels of oil equivalent per day (BOEPD) is a term that is used in conjunction with the production or distribution of oil and natural gas.

~~2020 PROXY STATEMENT~~ 2928 MURPHY OIL CORPORATION

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PERFORMANCE TARGETS AND GOAL SETTING PROCESS

The ~~following table summarizes the performance metrics, respective weighting of performance metrics and weighted performance scores based on actual performance, used in determining each NEO’s~~Company maintains its annual incentive ~~awards~~program for ~~2019. The stretched targets for performance metrics were primarily based on historical data, budgets~~NEOs and ~~forecasts.~~

other executives and key employees under the 2017 Annual Incentive Plan (the “2017 Plan”). Under the terms of the 2017 Plan, achievement of 100% of the target rate results in the payment of 100% of individual target awards. However, the Committee may exercise its discretion to reduce ~~or increase~~ amounts otherwise earned and ~~payable.~~payable to the NEOs. No awards are payable if performance falls below the threshold level.

The following table summarizes the performance metrics, respective weighting of performance metrics and weighted performance scores based on actual performance, used in determining each NEO’s annual incentive award for 2020. Based on the Company’s 2020 performance versus the goals originally established in February 2020, the AIP generated a payout of 36.21% of target for the NEOs.

2019 AIP Metrics and Results

Metric

Threshold

Target

Maximum

Actual Results

Payout Achieved

Weighting

Result
EBITDA/ACE
14.90 % 16.50 %¹ 18.20 % 18.00 % 188.24 % 25.00 % 47.06 %
LOE/BOE
$ 9.11 $ 8.68 ¹ $ 7.81 $ 8.46 125.29 % 20.00 % 25.06 %
TRIR
0.53 0.38 0.00 0.52 53.33 % 7.50 % 4.00 %
Spill Rate (bbls per MMBOE)
9.00 5.40 0.00 1.20 177.78 % 7.50 % 13.33 %
Production Target (BOEPD)
170,145 179,100 ¹ 188,055 173,255 67.36 % 20.00 % 13.47 %
Produced Reserves Replacement (organic)
85.00 % 100.00 % 140.00 % 110.00 %² 125.00 % 20.00 % 25.00 %
Total
127.92 %

The following targets were adjusted in October 2019 to account for the impact of the divesture of the Company’s Malaysian assets and the acquisition of certain Gulf of Mexico assets from LLOG in 2019: LOE/BOE target of $9.40 was adjusted to $8.68; Production target of 207,500 was adjusted to 179,100 and EBITDA/ACE target of 20.0% was adjusted to 16.5%.

2	~~Adjusted by Executive Management to limit overall payout for non-technical reserve adds.~~


2020 AIP Metrics and Results
Metric	Threshold			Target			Maximum			Actual Results			Payout Achieved			Weighting			Result

EBITDA/ACE		17.50	%		19.4	%		21.30	%		10.30	%		—			30.00	%		—

LOE/BOE	$	9.25		$	8.81		$	7.93		$	9.10			67.08	%		20.00	%		13.42	%

TRIR		0.53			0.38			0.00			0.28			126.32	%		7.50	%		9.47	%

Spill Rate (bbls per MMBOE)		8.50			4.90			0.00			1.10			177.55	%		7.50	%		13.32	%

Production Target (BOEPD)		193,040			203,200			213,360			163,618			—			20.00	%		—

Produced Reserves Replacement (organic)		85.00	%		100.00	%		140.00	%		0.00	%		—			15.00	%		—

Total																				36.21	%

~~2019~~2020 AIP payouts are set forth in the table below:


Named Executive Officer	2019 Base Salary Earnings		Target Bonus as a Percentage of Base Salary Earnings			Target Bonus Award (Base Salary Earnings Multiplied by Target Bonus Percentage)		Earned Award (127.92% of Target)		2020 Base Salary Earnings		Target Bonus as a Percentage of Base Salary Earnings			Target Bonus Award (Base Salary Earnings Multiplied by Target Bonus Percentage)		Earned Award (36.21% of Target)

Roger W. Jenkins		$1,332,515		135	%		$1,798,895		$2,301,147		$982,733		135	%		$1,326,690		$480,395

David R. Looney		$ 667,882		90	%		$ 601,094		$ 768,920		$525,815		90	%		$ 473,233		$171,358

Eric M. Hambly											$477,344		85	%		$ 405,742		$146,919

Thomas J. Mireles											$350,113		60	%		$ 210,068		$ 76,065

E. Ted Botner											$378,542		60	%¹		$ 227,125		$ 79,349

Michael K. McFadyen		$ 585,302		85	%		$ 497,507		$ 636,410		$224,096		85	%		$ 190,481		$ 68,973

Walter K. Compton		$ 611,915		85	%		$ 520,128		$ 665,347		$227,978		85	%		$ 193,781		$ 70,168

Eric M. Hambly		$ 512,470		85	%		$ 435,599		$ 557,219

1	In connection with his election to Senior Vice President, General Counsel & Corporate Secretary, the bonus target for Mr. Botner was increased from 55% to 60% effective June 1, 2020.

2021 PROXY STATEMENT 3029 ~~MURPHY OIL CORPORATION~~

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C. Long-term Incentive Compensation

The objectives of the Company’s long-term incentive program are:

1	to align executives’ interests with the interests of stockholders;

2	to reinforce the critical objective of building stockholder value over the long term;

3	to assist in the long-term attraction, motivation, and retention of an outstanding management team;

4	to complement the short-term performance metrics of the 2017 Plan; and

to focus management attention upon the execution of the long-term business strategy of the Company.

The Company generally targets the median of competitive market pay levels for the annual grant value of long- term incentive compensation.

The Committee considers a number of factors when determining each NEO’s LTI target value. These factors include competitive market data, overall Company performance, internal equity, and individual performance. In addition, the Committee considers the number of shares available for future grants and the potential dilutive effect of equity awards granted to the NEOs and other employees. Based on these considerations, the Committee set each NEO’s LTI target value generally at the 50th percentile of competitive market practice.

Long-term incentive grants for each NEO were awarded 75% in the value of PSUs and 25% in the value of RSUs.

~~These guidelines, provided by Pay Governance from~~

In February 2020, the ~~Mercer US Energy 27 Compensation Survey, were constructed around~~Committee approved long-term incentive grants with target award opportunities for each NEO based upon the 50th percentile ~~competitive data. Total grants to all long-term incentive participants made in 2019 equaled approximately 0.84%~~ of the ~~Company’s outstanding shares which is below the 1% annual maximum grant allowed under the 2018~~target award opportunities set by our peer group.

The mix of 2020 LTI ~~Plan.~~awards was:

75% in PSUs, with 60% tied to relative total shareholder return (“TSR”) and 15% tied to EBITDA/ACE

25% in RSUs

NEO grants were as follows:


Named Executive Officer	Number of Time-Based Restricted Stock Units^1,2		Number of Performance-Based Restricted Stock Units^1,2		Number of Time-Based Restricted Stock Units^1,2	Number of Performance-Based Restricted Stock Units^1,2

Roger W. Jenkins		94,000		283,000	96,000	289,000

David R. Looney		28,000		85,000	29,000	88,000

Eric M. Hambly					24,000	72,000

Thomas J. Mireles					10,000	31,000

E. Ted Botner					8,000	24,000

Michael K. McFadyen		25,000		75,000	26,000	78,000

Walter K. Compton		20,000		61,000	21,000	63,000

Eric M. Hambly		22,000		66,000

1	Time-based and Performance-based RSU awards generally vest on the third anniversary of the award’s grant date.

2	Grant date fair values are listed in the ~~2019~~2020 Grants of Plan-Based Awards Table.

TIME-BASED RESTRICTED STOCK UNITS

RSUs awarded in ~~2019~~2020 vest on the third anniversary of the grant date. Dividend equivalents are accumulated during the performance period and pay out only if the underlying RSUs vest and are earned. Holders of RSUs do not have any voting rights.

30 MURPHY OIL CORPORATION

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PERFORMANCE-BASED RESTRICTED STOCK UNITS

TSR as a Performance Metric (80% of PSU Value)

The Committee believes that a performance unit program based on TSR relative to peer companies aligns pay and a three-year Company ~~performance. The industry peers selected for each~~ performance cycle generally match the industry peers comprising the prevailing peer group used for compensation benchmarking. TSR is determined by calculating the stock price appreciation, or reduction per share, for the performance period assuming dividends are reinvested on a monthly basis. For purposes of this calculation, the beginning and ending stock prices are the averages of the closing stock prices for the month immediately preceding and the last month of the performance period. Notwithstanding the satisfaction of any performance goals, the number of shares granted, issued, retainable and/or vested under an award of PSUs on account of either financial performance or personal performance evaluations may, to the extent specified in the applicable award agreement, be reduced by the Committee on the basis of such further considerations as determined by the Committee in its sole discretion.

~~2020 PROXY STATEMENT~~ 31

Payout / Performance Leverage

~~The 2019~~80% of the 2020 PSUs are ~~subject to a three-year performance period over which~~based on the Company’s TSR ~~is measured and~~ compared to the TSR of an index of our peer group of energy

companies (identified below) (“TSR Units”). ~~PSUs may vest and become payable~~Performance is measured over a three-year period (“Performance Measurement Period”).

The number of TSR Units earned will be based on the ~~following schedule:~~Company’s percentile ranking in TSR over the Performance Measurement Period compared to that of the Company’s peer group, as set forth in the table below:



Performance Achievement (TSR %Percentile Ranking)	Payout (% of Target)
		Payout capped at 100% if TSR is negative over the Performance Measurement Period
<25^th %percentile			0%

25^th %percentile (Threshold)			50%

50^th %percentile (Target)			100%

75^th %percentile	125%

90^th %percentile (Maximum)	150%

A prorated percentage of ~~PSUs~~TSR Units will vest and be paid for performance between the 25th and 90th TSR percentiles. ~~Dividend equivalents are accumulated during the performance period and pay out only to the extent that the underlying PSUs vest and are earned. Holders of PSUs do not have any voting rights.~~

As mentioned previously, payouts for the ~~2019~~2020 PSU grants are capped at target if the Company’s TSR is negative over the ~~applicable measurement period~~Performance Measurement Period but would result in payout greater than target.

ROACE as a Performance Metric (20% of PSU Value)

20% of the 2020 PSUs are based on ROACE (the “ROACE Units”), which will be based on the Company’s achievement of the amount determined by dividing the Company’s cumulative EBITDA by ACE, as defined above, for the Performance Measurement Period, as set forth in the table below:



ROACE Performance Level		Payout (% of Target)

Below 16.16%		0%

16.16% (Threshold)		50%

20.20% (Target)		100%

24.24% or Above (Maximum)		200%

2021 PROXY STATEMENT 31

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The payout percentage in respect of the EBITDA/ACE Units will be interpolated for points between the threshold and maximum performance levels.

FORM OF COMPENSATION SELECTION AND PLAN INFORMATION

As noted above, the Committee currently uses two principal forms of long-term incentive compensation: RSUs and PSUs. While the Committee expects to continue to use these two principal forms of equity-based incentives going forward, it is possible that the Committee may adopt a different long-term incentive compensation strategy in future years in response to changes in the competitive marketplace, regulatory actions, and/or changes to business strategy. In order to provide for flexibility going forward, the 2020 Long

Term Incentive Plan (the “2020 LTI Plan”), which was approved at the 2020 Annual Meeting and replaced the 2018 LTI Plan, provides possible alternative long-term equity incentive awards in addition to time-based and performance-based restricted stock units, including stock options, stock appreciation rights, performance shares, phantom units, dividend equivalents, and other stock-based incentives.

~~During 2019,~~2018 – 2020 PSUs

The following provides a summary of the ~~Company granted 1,285,500 shares as full value awards under~~results for our current NEOs for fiscal year 2020 based on relative TSR performance and the ~~2018 LTI Plan. As~~impact of ~~December 31, 2019, the number of shares available for future~~such performance upon grants ~~of full Value awards under the 2018 LTI Plan was 2,100,400.~~occurring in 2018:


Name	PSUs Granted in 2018		Payout (% of Target)		PSUs earned (excluding dividends)

Roger W. Jenkins		244,000		91.03%		222,101

David R. Looney		85,000		91.03%		77,371

Eric M. Hambly		19,000		91.03%		17,295

Thomas J. Mireles		18,000		91.03%		16,385

E. Ted Botner		17,500		91.03%		15,929

Michael K. McFadyen¹		63,000		—		—

Walter K. Compton²		47,000		91.03%		33,275

1.	Upon separation of service, Mr. McFadyen forfeited 100% of his 2018 PSU awards.

2.	Upon retirement, Mr. Compton forfeited 78% of his 2018 PSU award. The remaining 22% will continue to vest through the awards original vesting date of February 2021.

32 MURPHY OIL CORPORATION

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D. Employee Benefits and Perquisites

The objectives of the Company’s employee benefits and perquisites program are:

1	to provide an employee benefit package with the same level of benefits provided to all Company employees which is competitive within the Company’s industry sector;

2	to offer executives indirect compensation which is efficient and supplemental to their direct compensation to assist with retirement, health, and welfare needs for individuals and their families; and

3	to provide only limited benefits to selected executives as deemed appropriate under the circumstances.

The Company’s executives are provided usual and customary employee benefits available to all employees, including the NEOs. These include thrift savings (401(k)), life insurance, accidental death and dismemberment insurance, medical/dental insurance, vision insurance, long-term disability insurance, and a Company-sponsored pension plan. Effective with thespin-off of Murphy’s former U.S. retail marketing operation, Murphy USA Inc. (MUSA) on August 30, 2013, significant modifications were made to the U.S. defined benefit pension plan. Certain Company employees’ benefits under the U.S. plan were frozen at that time. No further benefit service will accrue for the affected employees; however, the plan will recognize future earnings after thespin-off. In addition, all previously unvested benefits became fully vested at thespin-off date. For those affected active employees of the Company, additional U.S. retirement plan benefits will accrue in future periods under a cash balance formula.

Tax regulations adversely affect certain highly compensated employees by restricting their full participation in qualified pension and defined contribution (thrift) plans. In an effort to provide the same level of retirement benefit opportunity for all employees, including the NEOs, the Company maintains a Supplemental Executive Retirement Plan (the “SERP”). The purpose of the SERP is to restore pension plan and thrift plan benefits which are not payable under such plans because of certain specified benefit and compensation limitations under tax regulations. The benefit to the Company of this arrangement is the retention and long-term service of employees who are otherwise unprotected by employment contracts.

The SERP is unfunded and is subject to general credit of the Company. Other than the SERP, the Company does not offer a deferred compensation alternative to the NEOs.

~~The~~In 2020, the Company owned aircraft was sold. Prior to that, the Committee ~~also provides to~~provided Mr. ~~Jenkins~~Jenkins’ with a number of flight hours each year in the continental United States on Company aircraft as part of his total compensation package. In ~~2019,~~2020, the Committee ~~increased~~decreased Mr. Jenkins’ flight hours to a maximum of 6050 flight hours from 5060 flight hours. ~~The~~Out of the 50 approved flight hours, Mr. Jenkins’ utilized approximately 4 hours with an aggregate incremental cost to the Company of ~~providing this perquisite to Mr. Jenkins was $210,342,~~$17,036, as reported in the “All Other Compensation” column of the ~~2019~~2020 Summary Compensation Table. The Standard Industry Fare Level rate was used to determine the income reportable to Mr. Jenkins for these trips, and the Company has not provided any taxgross-up or other tax assistance with respect to the income recognized for use of the Company aircraft.

During 2020, the Company granted 1,340,300 shares as full value awards leaving 1,264,444 shares available for future grants of full value awards under the 2018 LTI Plan. Beginning on May 13, 2020, no further grants will be awarded under the 2018 LTI Plan.

~~2020~~2021 PROXY STATEMENT 33

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Compensation

~~Policies~~Oversight and Processes

The Committee oversees and approves the compensation of the NEOs. The Committee currently consists of five members, all of whom have been determined by the Board to satisfy the heightened independence requirements of the NYSE and the Company’s categorical independence standards. The Nominating & Governance Committee recommends nominees for appointment to the Committee annually and as vacancies or newly created positions occur. Committee members are appointed and approved by the Board and may be removed by the Board at any time. Members of the Committee during ~~2019~~2020 were Neal E. Schmale (Chair), T. Jay Collins, Walentin Mirosh, Jeffrey W. Nolan, Robert N. Ryan, Jr. and Laura A. Sugg.

The Committee reviews and approves corporate goals and objectives relevant to the CEO’s and other NEO’s compensation and evaluates the CEO’s performance in light of these goals and objectives. Any decisions regarding the CEO’s compensation are made solely by the Committee based on that evaluation. For NEOs other than the CEO, the Committee considers the performance evaluations made by the CEO and the recommendations of the CEO.

The Committee administers and makes recommendations to the Board with respect to the Company’s incentive and equity-based compensation plans, and it reviews and approves awards granted under such plans.

Role of Independent Compensation Advisory Firm

As set forth in its charter, which can be found on the Company’s website ir.murphyoilcorp.com/corporate-governance/highlights, the Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and has the sole authority to approve the consultant’s fees and other retention terms. Advice and assistance from internal or external legal, accounting or other advisors is also available to the Committee. From January to June 2020, the Committee retained Pay Governance ~~provides~~as an independent compensation consultant. Beginning in July 2020, the Committee retained Meridian as independent compensation consultant. During 2020, Pay Governance and Meridian provided the Committee with, among other things, an analysis of trends and compensation data for general industry, the oil and natural gas industry and a select group of comparator companies within the oil and natural gas industry. ~~In 2019, the Committee again retained Pay Governance as an independent compensation consultant.~~

All Pay Governance and Meridian invoices were approved by the Committee’s Chair prior to payment. In ~~its role~~their roles as an advisor to the Committee, Pay Governance attended ~~all~~the first three and Meridian attended the remaining three of the six Committee meetings in ~~2019~~2020 and provided the Committee with objective and expert analyses, independent advice and information with respect to executive and director compensation. Neither Pay Governance ~~does not provide~~nor Meridian provided any other consulting services to the Committee or to the Company, other than those dealing with executive compensation and the compensation ofnon-employee directors.

The Committee annually evaluates the performance and independence of ~~Pay Governance.~~its compensation consultants. In ~~2019, Pay Governance~~July 2020, Meridian delivered a letter to the Committee that provided full disclosure relating to ~~Pay Governance’s~~Meridian’s relationship to the Company, taking into account the SEC’s Consultant Independence Factors and ~~Pay Governance’s~~Meridian’s Independence Policy. The Committee has determined that there are no business or personal relationships between ~~Pay Governance~~Meridian and the members of the Committee or the Company’s executive officers that may create a conflict of interest impairing ~~Pay Governance’s~~Meridian’s ability to provide independent objective advice to the Committee.

~~2019~~2020 Peer Group Determination

~~The~~In February 2020, the Committee ~~annually engages~~engaged Pay Governance to determine appropriate comparator companies for purposes of peer compensation analysis. ~~Prior to 2019, based on~~ Pay Governance ~~recommendation,~~recommended the adoption of, and the Committee ~~adopted a bifurcated approach resulting in~~approved, the selection of one group for general compensation comparisons and a second group for the TSR calculation. In 2019, Pay Governance revisited the bifurcated approach at the request of the Committee to determine if a singlesame peer group ~~would~~of comparable companies to be ~~best suited~~used for ~~purposes of compensation benchmarking as well as~~both the Company’s 2020 Compensation and TSR ~~relative ranking with respect~~peer group, except for adjustments to ~~prospective new grants of performance-based long-term incentives.~~the peer group due to mergers and acquisitions activities.

34 MURPHY OIL CORPORATION

~~The peer group company search criteria included:~~

~~Market capitalization of Murphy ranking at least at the 25th to 30th percentile of the potential new peers; and~~

~~In order to balance out market capitalization with complexity and breadth, the following variables were also considered:~~

~~Offshore, deep-water companies;~~

~~Onshore companies;~~

~~Exploration and production companies with multiple onshore plays; and~~

~~International operations.~~

~~The Committee found that the difference between the two peer groups used by Murphy presented a significant difference in the scope and size of companies included in both. For example, the10-company~~ peer group used for compensation benchmarking included larger E & P companies that were predominately involved in international deep-water exploration. Murphy’s market capitalization compared to those 10 companies was well below the 25th percentile of that group, even though Murphy directly competes with those companies for management talent. The TSR performance benchmarking peer group included many more onshore companies, some of which were well below the Murphy market capitalization size criteria. As a result, the Committee worked closely with its executive compensation group to select a single peer group that would directly address the disparate market capitalization issues found in both sets of peers by selecting a single peer group that would better fit the parameters of Murphy’s size, scope of operations, and source of management talent.

Following this analysis, Pay Governance recommended the adoption of, and the Committee approved, a new single peer group that includes a group of comparable companies to be used for both the Company’s 2019 Compensation and TSR peer group. The recommendation included the elimination of EOG Resources, Inc. and Pioneer Natural Resources due to their large size as measured by market capitalization, the addition of three onshore multiple play companies: Matador Resources, SM Energy Company, and CNX Resources Corporation, and the retention of Newfield Exploration until its acquisition by Encana Corporation was completed on February 13, 2019. In August 2019, Anadarko Petroleum Corporation was acquired by Occidental Petroleum Corporation and removed from the Company’s peer group.

~~2020 PROXY STATEMENT~~ 35

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The table below illustrates the changes to the Company’s peer group for ~~2019:~~2020:

–

~~Peers Removed (2)~~

~~2019~~2020 Peer Group (15 Total Companies)

Apache Corporation

Marathon Oil Corporation

~~Anadarko Petroleum Corporation~~

~~Apache Corporation~~

~~Newfield Exploration Company~~

Cabot Oil & Gas Corporation

Matador Resources Company

Chesapeake Energy Corporation

Noble Energy, Inc.¹

Cimarex Energy Co.

~~Chesapeake Energy~~

Range Resources Corporation

CNX Resources Corporation

SM Energy Company

~~Cimarex Energy Co.~~

~~CNX Resources Corporation~~

Devon Energy Corporation

Southwestern Energy Corporation

Ovintiv Inc. (formerly Encana Corporation)

Whiting Petroleum Corporation

Hess Corporation

~~Marathon Oil Corporation~~

~~Matador Resources Company~~

In October 2020, Noble Energy, Inc.

~~Range Resources~~ was acquired by Chevron Corporation

~~SM Energy Company~~

~~Southwestern Energy Corporation~~

~~Whiting Petroleum Corporation~~

and removed from the Company’s peer group.

In addition to comparator company information, the Committee uses Mercer US Energy 27 Compensation Survey information to determine competitive market pay levels for the NEOs. The Committee also reviews a special analysis of the competitive pay levels of the Company’s ~~compensation~~ peer group in establishing pay levels for the CEO and NEOs.

The Committee generally takes action on compensation matters, including the grant of long-term incentive awards, at its meeting held in conjunction with the February Board meeting. At this meeting the Committee also considers adjustments to NEO base salary, annual incentive bonus opportunities and grants of long-term incentive awards. The Committee also meets at other times during the year as necessary and, in ~~2019,~~2020, met ~~three~~six times.

36 ~~MURPHY OIL CORPORATION~~

~~Guiding Principles~~

The Committee bases its executive compensation decisions on principles designed to align the interests of executives with those of stockholders. The Committee intends compensation to provide a direct link with the Company’s objectives, business strategies and financial results. In order to motivate, attract and retain key executives who are critical to its long-term success, the Company believes that its pay package should be competitive with peer companies in the oil and natural gas industry. In addition, the Company believes that executives should be rewarded for both the short-term 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.

In order to promote the long-term, as well as short-term interests of the Company, and to more closely align the interests of its key employees to those of its stockholders, the Company uses a mix of short-term and long-term incentives in its compensation packages. Executives in primary positions to influence the growth of stockholder wealth have larger portions of their total compensation delivered in the form of equity-based long-term incentives. To this end, executives have a compensation package which includes a base salary, participation in a cash-based annual incentive plan, participation in an equity-based long-term incentive plan and certain other compensation, including customary benefits as discussed in Section D of~~Elements of~~~~Compensation~~~~in this CD&A. In addition, the compensation package for the CEO includes limited personal use of Company aircraft.~~

The Company believes that this combination of base salary, short-term incentives, long-term incentives and employee benefits provides the best balance between the need for the Company to provide executive compensation which is competitive in the marketplace and therefore necessary for recruiting and retention, and the desire to have management’s interests, motivations and prosperity aligned with the interests of the Company’s stockholders.

~~At the Company’s Annual Meeting of stockholders on May 8, 2019, the Company’s stockholders had the opportunity to cast an advisory vote (a“say-on-pay”~~ ~~proposal) to approve the compensation of the CEO and NEOs, as disclosed in the Proxy Statement, for the meeting. Stockholders approved thesay-on-pay~~ ~~proposal by the affirmative vote of over 98% in 2019, consistent with the highly favorable vote outcomes by stockholders since the onset of thesay-on-pay~~ ~~voting requirement. The Committee is cognizant of the advisory vote results ofsay-on-pay~~ ~~and will communicate directly with investors/stockholders as required to address their concerns.~~

Risk Evaluation

In order to monitor the risk associated with executive compensation, in October ~~2019,~~2020, the Committee reviewed a report from ~~Pay Governance~~Meridian assessing the risks arising from the Company’s compensation policies and practices. The Committee agreed with the report’s findings that these risks were within the Committee’s ability to effectively monitor and manage and the programs do not encourage unnecessary or excessive risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company.

Tax Policy

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits the tax deductibility of compensation paid to certain NEOs to $1 ~~million~~MM 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, including the payment of compensation that is subject to the deduction limits under Section 162(m).

~~2020~~2021 PROXY STATEMENT 3735

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Executive 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 of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.

EXECUTIVE COMPENSATION COMMITTEE

Neal E. Schmale (Chair)

T. Jay Collins

Walentin Mirosh

Jeffrey W. Nolan

Robert N. Ryan, Jr.

Laura A. Sugg

3836 MURPHY OIL CORPORATION

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Executive Compensation

Tabular Information for Named Executive Officers

Further information with respect to the Named Executive Officers is set forth in the following tables:

2019 Summary Compensation Table
Name and
Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards¹
($)
Non-Equity
Incentive Plan
Compensation²
($)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings³
($)
All Other
Compensation⁴
($)
Total
($)
Roger W. Jenkins
President and Chief
Executive Officer
2019 1,332,515 – 10,596,510 – 2,301,147 4,285,718 288,483 18,804,373
2018 1,329,806 – 9,286,113 – 2,500,000 – 254,213 13,370,132
2017 1,300,015 – 6,199,020 1,281,560 2,159,703 1,830,640 219,137 12,990,075
David R. Looney⁵
Executive Vice
President and Chief
Financial Officer
2019 667,882 – 3,176,130 – 768,920 100,623 39,976 4,753,531
2018 541,672 – 2,809,968 – 612,770 – 279,630 4,244,040
Michael K. McFadyen
Executive Vice
President
2019 585,302 – 2,810,750 – 636,410 499,360 35,173 4,566,995
2018 473,476 66,667 3,110,653 – 486,929 14,768 70,451 4,222,944
2017 461,334 100,000 1,619,005 334,320 425,789 546,530 28,766 3,515,744
Walter K. Compton
Executive Vice President and General Counsel
2019 611,915 – 2,276,690 – 665,347 1,640,654 36,689 5,231,295
2018 582,770 – 1,800,018 – 528,820 – 35,776 2,947,384
2017 555,884 – 1,207,530 246,760 444,646 897,450 34,163 3,386,433
Eric M. Hambly⁶
Executive Vice President
2019 512,470 – 2,473,460 – 557,219 367,760 31,178 3,942,087



2020 Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Bonus ($)			Stock Awards¹ ($)			Non-Equity Incentive Plan Compensation² ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings³ ($)		All Other Compensation⁴ ($)		Total ($)

Roger W. Jenkins President and Chief Executive Officer		2020		982,733		–			8,297,910			480,395		3,250,213		168,927		13,180,178
		2019		1,332,515		–			10,596,510			2,301,147		4,285,718		288,483		18,804,373
		2018		1,329,806		–			9,286,113			2,500,000		–		254,213		13,370,132

David R. Looney Executive Vice President and Chief Financial Officer		2020		525,815		100,000	⁵		2,521,673			171,358		106,647		86,049		3,511,542
		2019		667,882		–			3,176,130			768,920		100,623		39,976		4,753,531
		2018		541,672		–			2,809,968			612,770		–		279,630		4,244,040

Eric M. Hambly ⁶ Executive Vice President		2020		477,344		–			2,069,100			146,919		493,227		29,450		3,216,040
Eric M. Hambly ⁶ Executive Vice President		2019		512,470		–			2,473,460			557,219		367,760		31,178		3,942,087

Thomas J. Mireles⁶ Senior Vice President		2020		350,113		5,700	⁷		883,635			81,770		357,935		21,816		1,700,969

E. Ted Botner⁶ Senior Vice President, General Counsel and Corporate Secretary		2020		378,542		–			689,700			79,349		716,827		44,878		1,909,296

Michael K. McFadyen Former, Executive Vice President		2020		224,096		–			2,241,525	⁸		68,973		2,393,354		2,144,675		7,072,623
		2019		585,302		–			2,810,750			636,410		499,360		35,173		4,566,995
		2018		473,476		66,667			3,110,653			486,929		14,768		70,451		4,222,944

Walter K. Compton Retired, Executive Vice President and General Counsel		2020		227,978		–			1,810,463	⁹		70,168		4,865,983		14,017		6,988,609
		2019		611,915		–			2,276,690			665,347		1,640,654		36,689		5,231,295
		2018		582,770		–			1,800,018			528,820		–		35,776		2,947,384

The restricted stock unit awards are shown at grant date fair value as computed in accordance with FASB ASC Topic 718, excluding forfeiture estimates, as more fully described in Note K to the consolidated financial statements included in the ~~2019~~2020 Form10-K report. Performance-based restricted stock unit awards are subject to performance-based conditions and are forfeited if the grantee’s employment terminates for any reason other than retirement, death or full disability. The performance-based restricted stock unit awards vest three years from the date of grant if performance conditions are met. Time-based restricted stock unit awards vest three years from the date of grant and are forfeited if the grantee’s employment terminates for any reason other than retirement, death or full disability. There is no assurance that the value realized by the executive will be at or near the value included herein. For example, as

2021 PROXY STATEMENT 37

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shown on page 41 in the 2020 Outstanding Equity Awards at Fiscal Year-End Stock Awards table, the value of the 2020 LTI stock award decreased to 56% of the original grant date fair value as of 12/31/2020.

Reflects payments under our annual incentive program awarded and paid after the end of the year in which they are reported. Because these payments related to services rendered in the year prior to payment, the Company reported these incentives as a component of compensation expense in the year for which the award was earned.

In general, decreases in the discount rates used to value the plan benefits and additional benefit accruals ultimately increased the present values for the reported participants. The amounts shown in this column reflect the annual change in accumulated benefits under the Murphy Oil Supplemental Executive Retirement Plan (see the ~~2019~~2020 Pension Benefits Table below for more information). Also, 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 ~~2019~~ 2020 Non-qualified Deferred Compensation Table below for more information). ~~Further, where the annual change in accumulated benefits was negative, it was excluded from this column and from the Summary Compensation Table Total column.~~

~~2020 PROXY STATEMENT~~ 39

4	The total amounts shown in this column for ~~2019~~2020 consist of the following:

Mr. Jenkins ~~$77,331—~~$58.963—Company contributions to defined contribution plans; $810—benefit attributable to Company-provided term life insurance policy; ~~$210,342—~~$17,036—Company airplane usage based on aggregate incremental cost to the Company. The aggregate incremental cost to the Company for airplane usage is calculated by multiplying, for each trip, the statutory miles for each trip times the12-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.

Mr. Looney: ~~$39,166—~~$31,529—Company contributions to defined contribution plans; $810—Benefit attributable to Company-provided term life insurance policy.

Mr. Hambly: $28.640—Company contributions to defined contribution plans; $810—Benefit attributable to Company-provided term life insurance policy.

Mr. Mireles: $21,006—Company contributions to defined contribution plans; $810—Benefit attributable to Company-provided term life insurance policy.

Mr. Botner: $22,712—Company contributions to defined contribution plans; $810—Benefit attributable to Company-provided term life insurance policy.

Mr. McFadyen: ~~$34,363—~~$13,445—Company contributions to defined contribution plans; ~~$810—~~$338—Benefit attributable to Company-provided term life insurance ~~policy.~~policy; $1,848,308—Cash payment for earned but unvested RSUs for the years 2018-2020; $180,000—Consulting fees; $28,733—Benefit attributable to Company relocation allowances; $25,166—Benefits In-Kind

Mr. Compton: ~~$35,879—~~$13,679—Company contributions to defined contribution plans; ~~$810—Benefit attributable to Company-provided term life insurance policy.~~

~~Mr. Hambly: $30,368—Company contributions to defined contribution plans; $810—~~$338—Benefit attributable to Company-provided term life insurance policy.

Mr. Looney was ~~appointed~~awarded a one-time special discretionary cash bonus of $100,000 for serving as ~~our Executive Vice President and Chief Financial Officer, and became~~interim CEO during 2020 when Mr. Jenkins was on temporary medical leave due to COVID-19, as reported in a ~~NEO, on~~press release dated March ~~1, 2018.~~25, 2020.

6	Mr. Hambly was not a NEO in 2018 and Messrs. Mireles and Botner were not Named Executive ~~Officer~~Officers in ~~2017~~2018 or 2019 and, ~~2018.~~therefore, their compensation is not disclosed for these years.

7	Mr. Mireles was awarded a one-time discretionary cash bonus of $5,700 for his role in the COVID-19 pandemic safety protocols and work from home program.

8	Reflects an award of restricted stock units that Mr. McFadyen forfeited upon his resignation on June 1, 2020.

9	Reflects an award of restricted stock units, a pro rata portion of which that Mr. Compton forfeited upon his retirement on June 1, 2020.

Pay Ratio

In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of RegulationS-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for ~~2019:~~2020:

the median of the annual total compensation of all our employees (except our Chief Executive Officer) was ~~$136,024;~~$156,777;

the annual total compensation of Chief Executive officer was ~~$18,804,373;~~$13,180,178; and

the ratio of these two amounts was ~~138~~84 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 assumptions and, as 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”

Employee Population

~~Due to the divestiture of our two primary Malaysian subsidiaries and the acquisition of deep water Gulf of Mexico assets, we identified a new median employee in 2019.~~

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 determined that, as of December 31, ~~2019,~~2020, our employee population consisted of ~~over 800~~approximately 625 individuals.

To identify our “median employee” from our total employee population, we compared the amount of total taxable earnings reflected in each country’s payroll records, converted to U.S. dollars. 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 ~~2019~~2020 using the same methodology we used for purposes of determining the annual total compensation of our NEOs for ~~2019~~2020 (as set forth in the above ~~2019~~2020 Summary Compensation Table).

Our CEO’s annual total compensation for ~~2019~~2020 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the ~~2019~~2020 Summary Compensation Table, adjusted, to the extent applicable, in a similar manner as the annual total compensation of our “median employee”.

4038 MURPHY OIL CORPORATION

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2019 Grants of Plan-Based Award Table
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards¹ Estimated Future Payouts Under
Equity Incentive Plan Awards²
Name
Grant
Date Threshold
($) Target
($) Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
All Other
Stock Awards:
Number of
Shares of
Stock or Units³
(#)
Grant Date Fair
Value of
Stock and
Option Awards⁴
($)
Roger W. Jenkins
1,124,309 1,798,895 4,000,000 — — — — —
2/5/19 — — — 141,500 283,000 424,500 — 7,949,470
2/5/19 — — — — — — 94,000 2,647,040
David R. Looney
375,684 601,094 1,502,735 — — — — —
2/5/19 — — — 42,500 85,000 127,500 — 2,387,650
2/5/19 — — — — — — 28,000 788,480
Michael K. McFadyen
310,942 497,507 1,243,768 — — — — —
2/5/19 — — — 37,500 75,000 112,500 — 2,106,750
2/5/19 — — — — — — 25,000 704,000
Walter K. Compton
325,080 520,128 1,300,320 — — — — —
2/5/19 — — — 30,500 61,000 91,500 1,713,490
2/5/19 — — — — — — 20,000 563,200
Eric M. Hambly
272,249 435,599 1,088,998 — — — — —
2/5/19 — — — 33,000 66,000 99,000 — 1,853,940
2/5/19 — — — — — — 22,000 619,520



2020 Grants of Plan-Based Award Table

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards¹						Estimated Future Payouts Under Equity Incentive Plan Awards²

Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)			All Other Stock Awards: Number of Shares of Stock or Units³ (#)			Grant Date Fair Value of Stock and Option Awards⁴ ($)

Roger W. Jenkins				829,181		1,326,690		3,316,726		—		—		—			—			—
		2/4/2020		—		—		—		115,600		231,200		346,800	⁵		—			4,973,112
		2/4/2020		—		—		—		28,900		57,800		115,600	⁵		—			1,243,278
		2/4/2020		—		—		—		—		—		—			96,000	⁵		2,081,520

David R. Looney				295,771		473,233		1,183,083		—		—		—			—			—
		2/4/2020		—		—		—		35,200		70,400		105,600			—			1,514,304
		2/4/2020		—		—		—		8,800		17,600		35,200			—			378,576
		2/4/2020		—		—		—		—		—		—			29,000			628,793

Eric M. Hambly				253,589		405,742		1,014,356		—		—		—			—			—
		2/4/2020		—		—		—		28,800		57,600		86,400			—			1,238,976
		2/4/2020		—		—		—		7,200		14,400		28,800			—			309,744
		2/4/2020		—		—		—		—		—		—			24,000			520,380

Thomas J. Mireles				131,292		210,068		525,169		—		—		—			—			—
		2/4/2020		—		—		—		12,400		24,800		37,200			—			533,448
		2/4/2020		—		—		—		3,100		6,200		12,400			—			133,362
		2/4/2020		—		—		—		—		—		—			10,000			216,825

E. Ted Botner				141,953		227,125		567,813		—		—		—			—			—
		2/4/2020		—		—		—		9,600		19,200		28,800			—			412,992
		2/4/2020		—		—		—		2,400		4,800		9,600			—			103,248
		2/4/2020		—		—		—		—		—		—			8,000			173,460

Michael K. McFadyen ⁶				119,051		190,481		476,204		—		—		—			—			—
		2/4/2020		—		—		—		—		—		—			—			—
		2/4/2020		—		—		—		—		—		—			—			—
		2/4/2020		—		—		—		—		—		—			—			—

Walter K. Compton ⁷				121,113		193,781		484,453		—		—		—			—			—
		2/4/2020		—		—		—		25,200		50,400		75,600			—			1,084,104
		2/4/2020		—		—		—		6,300		12,600		25,200			—			271,026
		2/4/2020		—		—		—		—		—		—			21,000			455,333

Threshold and maximum awards are based on the provisions in our annual incentive program. Actual awards earned can range from 0 to 250% 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 ~~2019~~2020 are reflected in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.

2021 PROXY STATEMENT 39

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2	Threshold and maximum awards are based on the provisions of the applicable PSU award agreements. ~~Actual PSU awards earned can~~The payout percentage for TSR units and EBITDA/ACE units will range ~~from 0 to 150% of the target awards.~~between 0-150% and 0-200%, respectively.

3	Amounts include time-based RSUs, which generally cliff-vest three years after their grant date.

The grant date value for the RSUs is computed in accordance with FASB ASC Topic 718, excluding forfeiture estimates, as more fully described in Note K to the consolidated financial statements included in the ~~2019~~2020 Form10-K report. The grant date fair value of the Company’s performance-based restricted stock units is determined using a Monte-Carlo valuation model, as further described in Note K to the consolidated financial statements included in the Form10-K report.

5	Pursuant to the terms of the award under the 2018 LTIP, the aggregate number of shares allowable for issuance at vest is 500,000.

~~2020 PROXY STATEMENT~~ 41

6
Upon separation of service and pursuant to the terms of the 2018 LTIP, Mr. McFadyen forfeited 100% of his 2020 equity awards.

2019 Outstanding Equity Awards at FiscalYear-End Table: Option Awards
Name
Number of Securities Underlying
Unexercised Options (#) exercisable¹
Number of Securities Underlying
Unexercised Options (#) unexercisable¹
Option Exercise
Price ($)
Option Expiration
Date
Roger W. Jenkins
129,519 54.2141 2/5/2020
96,785 62.9765 8/7/2020
120,000 55.8200 2/4/2021
220,000 49.6500 2/3/2022
220,000 17.5650 2/2/2023
80,500 80,500 28.5050 1/31/2024
David R. Looney
— — — —
Michael K. McFadyen
62,546 54.2141 2/5/2020
23,000 55.8200 2/4/2021
50,000 49.6500 2/3/2022
57,000 17.5650 2/2/2023
21,000 21,000 28.5050 1/31/2024
Walter K. Compton
47,048 54.2141 2/5/2020
23,000 55.8200 2/4/2021
43,000 49.6500 2/3/2022
43,000 17.5650 2/2/2023
15,500 15,500 28.5050 1/31/2024
Eric M. Hambly
21,587 54.2141 2/5/2020
10,000 55.8200 2/4/2021
17,000 49.6500 2/3/2022
17,000 17.5650 2/2/2023
6,500 6,500 28.5050 1/31/2024

7	Upon retirement and pursuant to the terms of the 2018 LTIP, Mr. Compton forfeited 74,667 restricted stock units from his 2020 equity awards.



2020 Outstanding Equity Awards at Fiscal Year-End Table: Option Awards

Name	Number of Securities Underlying Unexercised Options (#) exercisable¹		Number of Securities Underlying Unexercised Options (#) unexercisable¹		Option Exercise Price ($)		Option Expiration Date

Roger W. Jenkins		120,000				55.8200		2/4/2021
		220,000				49.6500		2/3/2022
		220,000				17.5650		2/2/2023
		161,000				28.5050		1/31/2024

David R. Looney		—		—		—		—

Eric M. Hambly		10,000				55.8200		2/4/2021
		17,000				49.6500		2/3/2022
		17,000				17.5650		2/2/2023
		13,000				28.5050		1/31/2024

Thomas J. Mireles		9,000				55.8200		2/4/2021
		16,000				49.6500		2/3/2022
		16,000				17.5650		2/2/2023
		12,000				28.5050		1/31/2024

E. Ted Botner		5,000				55.8200		2/4/2021
		12,000				49.6500		2/3/2022
		12,000				17.5650		2/2/2023
		10,000				28.5050		1/31/2024

Michael K. McFadyen		23,000				55.8200		2/4/2021
		50,000				49.6500		2/3/2022
		57,000				17.5650		5/31/2022
		42,000				28.5050		5/31/2022

Walter K. Compton		23,000				55.8200		2/4/2021
		43,000				49.6500		2/3/2022
		43,000				17.5650		5/31/2022
		31,000				28.5050		5/31/2022

4240 MURPHY OIL CORPORATION

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2019 Outstanding Equity Awards at FiscalYear-End Table: Stock Awards
2020 Outstanding Equity Awards at Fiscal Year-End Table: Stock Awards									2020 Outstanding Equity Awards at Fiscal Year-End Table: Stock Awards

Name	Number of Shares or Units of Stocks That Have Not Vested² (#)		Market Value of Shares or Units of Stocks That Have Not Vested^3,4,5 ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested² (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights That Have Not Vested^3,4,5 ($)			Number of Shares or Units of Stocks That Have Not Vested² (#)		Market Value of Shares or Units of Stocks That Have Not Vested^3,4,5 ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested² (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights That Have Not Vested^3,4,5 ($)

Roger W. Jenkins		679,020		18,197,734		677,363		18,153,329			550,895		6,665,830		638,619		7,727,290

David R. Looney		120,543		3,230,545		214,824		5,757,278			181,406		2,195,013		193,140		2,336,994

Eric M. Hambly											128,227		1,551,547		101,208		1,224,617

Thomas J. Mireles											92,049		1,113,793		68,102		824,034

E. Ted Botner											42,374		512,725		52,470		634,887

Michael K. McFadyen		208,994		5,601,035		202,401		5,424,347			—		—		—		—

Walter K. Compton		134,593		3,607,084		140,444		3,763,886			37,190		449,999		38,237		462,668

Eric M. Hambly		103,535		2,774,740		142,593		3,821,499

1	Stock options are 50% vested after two years and 100% vested after three years.

2	Includes accruedin-kind dividend equivalents on performance-based restricted stock units.

3	Performance-based restricted stock units vest if the Company achieves specific performance objectives at the end of the three-year performance period.

4	Generally, time-based restricted stock units vest on the third anniversary of the date of grant.

5	Value was determined based on a December 31, ~~2019~~2020 closing stock price of ~~$26.80~~$12.10 per share.

The table below shows the number of shares of the Company’s common stock acquired during ~~2019~~2020 upon the vesting of stock awards granted to the named executive officers in previous years.


2019 Option Exercises and Stock Vested Table
2020 Option Exercises and Stock Vested Table									2020 Option Exercises and Stock Vested Table

	Option Awards				Stock Awards					Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise¹ ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting² ($)			Number of Shares Acquired on Exercise (#)		Value Realized on Exercise¹ ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting² ($)

Roger W. Jenkins		—		—		209,708		5,889,843			—		—		313,317		6,737,367

David R. Looney		—		—		—		—			—		—		—		—

Eric M. Hambly											—		—		24,943		536,336

Thomas J. Mireles											—		—		23,425		503,422

E. Ted Botner											—		—		19,267		414,015

Michael K. McFadyen		—		—		53,839		1,512,149			—		—		81,627		1,754,910

Walter K. Compton		—		—		41,415		1,163,191			—		—		86,473		1,615,928

Eric M. Hambly		—		—		16,566		465,277

1	The value shown reflects the difference between the market price on the date of exercise and the exercise price of the option.

The dollar amounts shown in this column are determined by multiplying the number of shares of common stock underlying vested stock awards by the per share market price (average high and low price) of the Company’s common stock on the vesting date. The total value realized for RSU and PSU awards granted in 2017 includes the gross RSU vesting value of $21.015 per share on January 31, 2020, and PSU vesting value of $21.6825 on February 4, 2020. Further, Mr. Compton’s total value realized also includes the gross value of $12.015 per share on May 31, 2020, for the pro-rata payout of his 2018 – 2020 RSUs.

~~2020~~2021 PROXY STATEMENT 4341

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2019 Pension Benefits Table
2020 Pension Benefits Table								2020 Pension Benefits Table

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)			Plan Name	Number of Years Credited Service (#)			Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)

Roger W. Jenkins	Retirement Plan of Murphy Oil Corporation		18.210		971,273		—		Retirement Plan of Murphy Oil Corporation		19.208			1,214,597		—
Roger W. Jenkins	Murphy Oil Corporation Supplemental Executive Retirement Plan		18.210		12,857,825		—		Murphy Oil Corporation Supplemental Executive Retirement Plan		19.208			15,864,714		—

David R. Looney	Retirement Plan of Murphy Oil Corporation		1.833		22,003		—		Retirement Plan of Murphy Oil Corporation		2.833			45,473		—
David R. Looney	Murphy Oil Corporation Supplemental Executive Retirement Plan		1.833		78,620		—		Murphy Oil Corporation Supplemental Executive Retirement Plan		2.833			161,797		—

Eric M. Hambly									Retirement Plan of Murphy Oil Corporation		14.250			488,732		—
Eric M. Hambly									Murphy Oil Corporation Supplemental Executive Retirement Plan		14.250			1,056,293		—

Thomas J. Mireles									Retirement Plan of Murphy Oil Corporation		15.417			569,141		—
Thomas J. Mireles									Murphy Oil Corporation Supplemental Executive Retirement Plan		15.417			829,706		—

E. Ted Botner									Retirement Plan of Murphy Oil Corporation		19.250			1,136,569		—
E. Ted Botner									Murphy Oil Corporation Supplemental Executive Retirement Plan		19.250			1,668,708		—

Michael K. McFadyen	Retirement Plan of Murphy Oil Company Ltd.		9.830		268,121		—		Retirement Plan of Murphy Oil Company Ltd.		9.830			430,988		—
	Murphy Oil Company Ltd. Supplemental Executive Retirement Plan		9.830		1,566,543		—		Murphy Oil Company Ltd. Supplemental Executive Retirement Plan		9.830			2,596,063		—
	Retirement Plan of Murphy Oil Corporation		7.287		558,316		—		Retirement Plan of Murphy Oil Corporation		7.703	¹		450,841		—
	Murphy Oil Corporation Supplemental Executive Retirement Plan		7.287		887,643		—		Murphy Oil Corporation Supplemental Executive Retirement Plan		7.703	¹		2,258,098		—

Walter K. Compton	Retirement Plan of Murphy Oil Corporation		32.000		1,714,248		—		Retirement Plan of Murphy Oil Corporation		32.417	²		2,116,916		55,762
Walter K. Compton	Murphy Oil Corporation Supplemental Executive Retirement Plan		32.000		5,232,834		—		Murphy Oil Corporation Supplemental Executive Retirement Plan		32.417	²		9,696,149		255,767

Eric M. Hambly	Retirement Plan of Murphy Oil Corporation		13.333		374,420		—
Eric M. Hambly	Murphy Oil Corporation Supplemental Executive Retirement Plan		13.333		677,378		—

For purposes of both the Company’s Retirement Plan and the Supplemental Executive Retirement Plan, Mr. McFadyen will be granted an additional three years of age and three years of service for purposes of calculating the accrued vested defined benefit. The present value of accumulated benefit for this additional three years of credited service and three years of age was $1,436,511 as of December 31, 2020. For the purposes of the Murphy Oil Company Ltd. Supplemental Executive Retirement Plan, Mr. McFadyen will be granted special case early retirement reduction factors (3% per year from age 60) for purposes of calculating the accrued vested defined benefit. The present value of accumulated benefit for these special case early retirement reduction factors is $462,330 as of December 31, 2020.

Under the Enhanced Retirement Program offered due to the closure of the El Dorado office, Mr. Compton, will be granted an additional three years of age and three years of service as of his retirement date, for purposes of calculating his accrued defined benefit. The present value of accumulated benefit for this additional three years of credited service and three years of age was $2,377,013 as of December 31, 2020.

The purpose of the Retirement Plan of Murphy Oil Corporation, atax-qualified defined benefit retirement plan, is to provide retirement and incidental benefits for all employees who complete a period of faithful service. The purpose of the SERP is to restore defined benefit and defined contribution benefits which cannot be paid because of certain specified benefit and compensation limitations under thetax-qualified retirement plan. The pension formula used to calculate benefits is: 1.6% times final average pay (FAP) times years of benefit service minus 1.5% times primary social security benefit times years of benefit service (to a maximum of 33 1/3 years). The formula used to calculate the annual cash balance credit benefit is: eligible compensation (base salary earnings plus annual incentive bonus) times a percentage based on total points at January 1 each year. Total points are the sum of age and service at January 1 for each participant. Cash balance credits are accumulated with interest annually at the10-year treasury rate.

The FAP used in calculating benefits under the plans is the average cash compensation (salary and annual incentive bonus) over the highest paid36-month period during the employee’s last ten years of employment. Distribution elections for the qualified plan are made upon retirement. Benefits shown are computed on a single life annuity basis and are subject to a deduction for social security amounts. The pension benefits shown neither reflect any reductions in retirement benefits that would result from the selection of one of the plan’s various available survivorship options nor the actuarial reductions required by the plan for retirement earlier than age 62. For this purpose, Mr. Jenkins’ average compensation was ~~$3,524,013;~~$ 3,535,297; Mr. ~~Looney’s $—;~~Hambly’s $877,707; Mr. McFadyen’s $1,852,542 (Under the retirement plan for Murphy Oil Company Ltd., the average final pay of C$1,111,528 was converted to US$855,654 using a currency conversion factor of 0.7698 Canadian dollars to U.S. dollar), Mr. Compton’s $1,038,347Mireles’ $669,895; and Mr. ~~Hambly’s $753,882.~~Botner’s $645,764.

42 MURPHY OIL CORPORATION

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The estimated credited years of service used are as indicated in the table.

Effective with thespin-off of MUSA on August 30, 2013, significant modifications were made to the U.S. defined benefit pension plan. ~~Three~~ Four of the ~~five~~seven NEOs continue to accrue benefits in this plan, however, ~~one NEO~~two NEOs and certain Murphy employees’ benefits under the U.S. plan were frozen at that time. No further benefit service will accrue for the affected employees; however, the plan will recognize future earnings after thespin-off. In addition, all previously unvested benefits became fully vested at the spin-off date. For those affected active employees of the Company, additional U.S. retirement plan benefits will accrue in future periods under a cash balance formula. One NEO, hired following thespin-off, only accrues benefit under the cash balance formula, as applies to all other new hires in the U.S.

44 ~~MURPHY OIL CORPORATION~~

The following assumptions were used in determining the present value amounts at December 31, ~~2019.~~2020.

Discount Rate—~~3.35%~~2.47% (Murphy Oil Corporation Qualified Retirement Plan); 2.48% (Murphy Oil Corporation Non-Qualified Supplemental Executive Retirement Plan); 2.35% (Murphy Oil Company Ltd. Retirement Plan and Supplemental Executive Retirement Plan)

Mortality Table (Qualified—Retirement Plan and ~~Table—Pri-2012sex-distinct,~~Non-Qualified Supplemental Executive Retirement Plan for Murphy Oil Corporation)—Pri-2012 sex-distinct, retiree tables with ano-collar adjustment and projected generational mortality improvements based on theMMP-2019 ~~scale.~~scale

Mortality Table (Retirement Plan of Murphy Oil Company Ltd. and Murphy Oil Company Ltd. Supplemental Executive Retirement Plan)—2014 Private Sector Canadian Pensioners Mortality Table with generational improvements using CPM Improvement Scale B

Interest Rate (with respect to the accrual of benefits under the cash balance formula)—graded rates converging to a long-term assumption of ~~3.50%~~3.20%


2019 Nonqualified Deferred Compensation Table
2020 Nonqualified Deferred Compensation Table											2020 Nonqualified Deferred Compensation Table

Name	Executive Contributions in Last Fiscal Year¹ ($)		Registrant Contributions in Last Fiscal Year² ($)		Aggregate Earnings in Last Fiscal Year³ ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)			Executive Contributions in Last Fiscal Year¹ ($)		Registrant Contributions in Last Fiscal Year² ($)		Aggregate Earnings in Last Fiscal Year³ ($)			Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last Fiscal Year-End ($)

Roger W. Jenkins		135,353		60,531		454,406		—		2,383,650			98,426		41,863		198,040			—			2,721,980

David R. Looney		46,393		22,366		15,892		—		134,426			33,081		14,449		28,326			—			210,281

Eric M. Hambly													66,420		11,540		160,890			—			1,228,951

Thomas J. Mireles													3,906		3,906		24,213			—			180,041

E. Ted Botner													37,280		5,612		(23,579	)		—			504,391

Michael K. McFadyen		18,213		17,577		2,236		—		46,277			18,766		6,320		5,577			(76,940	)		—

Walter K. Compton		29,000		19,079		121,870		—		708,354			10,113		6,554		(15,858	)		(709,163	)		—

Eric M. Hambly		52,312		13,568		197,090		—		990,101

1	The executive contributions in the last fiscal year have been included in the “Salary” column for the Named Executive Officer in the ~~2019~~2020 Summary Compensation Table.

2	The registrant contributions in the last fiscal year have been included in “All Other Compensation” column for the Named Executive Officer in the ~~2019~~2020 Summary Compensation Table.

3	The unfunded SERP provides the same investment options available under the qualified 401(k) savings plan. The “Aggregate Earnings” column reflects the different investment returns based upon the Named Executive Officer’s investment selection.

The purpose of the Thrift Plan for Employees of Murphy Oil Corporation, atax-qualified defined contribution retirement plan, is to provide retirement and incidental benefits for all employees who participate in the Plan. The purpose of the Supplemental Executive Retirement Plan (SERP) is to restore defined benefit and defined contribution benefits which cannot be invested because of certain specified benefit and compensation limitations under thetax-qualified Thrift/401(k) Plan.

The employees are immediately vested in all employee and Company matching contributions. The Company matching contributions are limited to dollar for dollar on the first 6%. All employees are allowed to contribute on apre-tax basis up to 25% of their eligible pay. The table above represents amounts deferred under the SERP for ~~2019.~~2020.

~~2020~~2021 PROXY STATEMENT 4543

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~~2019~~2020 Potential Payments Upon Termination or Change in Control Table

~~During 2019, the~~The Company made substantive changes to its policies and practices regarding the ~~NEOs’~~NEOs severance compensation in connection with a change in ~~control.~~control in 2019. Under the new policy, long-term incentive grants made to the CEO and the seven executive officers reporting directly to the CEO, including the other NEOs, will only accelerate and become vested upon a double-trigger termination, which requires (i) a change in control transaction and (ii) an involuntary termination of the executive’s employment by the Company other than for “Cause” or “Disability” or a termination by the executive for “Good Reason”. In addition, the Company provides competitive cash severance compensation should the CEO or the other NEOs be terminated in connection with a change in control by the Company other than for cause or disability or by the executive for good reason.

In 2013, Mr. Jenkins entered into a Severance Protection Agreement which provides for the payment of severance benefits in a lump sum equal to three times the sum of Mr. Jenkins’ base salary and his average annual bonus over the three fiscal years prior to his termination. Mr. Jenkin’s Agreement was revised in 2019 to include the provisions regarding the double-trigger vesting treatment of long-term incentives described above.

~~In 2019, the~~The Company entered into Severance Protection Agreements with Messrs. Looney, Hambly, Mireles, McFadyen and Compton in 2019 and ~~Hambly.~~Mr. Botner in 2020. Each agreement has an initial term of three years, and will automatically be extended for successiveone-year periods unless either party provides 90 days prior written notice to not extend the term.

The Severance Protection Agreements with the NEOs other than Mr. Jenkins provide that if, within twenty-four months following a change in control, the Company terminates the NEO’s employment for any reason other than for cause or disability, or the NEO resigns for good reason (as such terms are defined in the agreements), the NEO will be entitled to the following severance benefits:

a lump sum cash payment equal to two times (or three times for Mr. Looney) the sum of (i) the NEO’s annual base salary in effect immediately prior to the termination (or if greater, the highest rate in effect at any time during the90-day period before the change in control) and (ii) the average of the NEO’s annual bonus for the three years prior to the termination (or if greater, the three full fiscal years prior to the change in control);

full vesting of all outstanding equity awards;

continued life, accident and health insurance coverage for the30-month period following termination (or the36-month period following termination for Mr. Looney); and

certain relocation benefits.

The NEO’s, including the CEO, are not entitled to any taxgross-up payments for any golden parachute excise tax that may be imposed on them as a result of a change in control and severance benefits resulting from a subsequent termination of employment and will be subject to certainnon-competition andnon-solicitation restrictive covenants for one year following a termination of their employment that occurs following a change in control.

4644 MURPHY OIL CORPORATION

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The following table presents estimated amounts that would have been payable to the applicable Named Executive Officer if the described event had occurred on December 31, ~~2019:~~2020:



Name	Category	Normal Termination ($)		Change of Control ($)		Category	Normal Termination ($)		Change of Control ($)
Roger W. Jenkins	Severance		—		10,958,350	Severance		—		8,281,542
	Non-equity compensation¹		2,301,147		2,301,147
	Unvested & Accelerated²
	Performance-Based Restricted Stock Units		13,570,203		15,219,771
	Time-Based Restricted Stock Units		4,627,531		2,933,557
	Stock Options		1,281,500		1,281,500
	Retirement Plan³		1,015,642		1,015,642
						Non-equity compensation¹		480,395		480,395
						Unvested & Accelerated²
						Performance-Based Restricted Stock Units		3,003,642		10,730,937
						Time-Based Restricted Stock Units		3,662,183		3,662,183
						Stock Options		—		—
						Retirement Plan³		1,076,952		1,076,952
	Total		22,796,023		33,709,968	Total		8,223,173		24,232,010
David R. Looney	Severance		—		4,081,035	Severance		—		3,453,048
	Non-equity compensation¹		768,920		768,920
	Unvested & Accelerated²
	Performance-Based Restricted Stock Units		2,453,563		4,836,836
	Time-Based Restricted Stock Units		776,982		920,842
	Stock Options		—		—
	Retirement Plan³		—		—
						Non-equity compensation¹		171,358		171,358
						Unvested & Accelerated²
						Performance-Based Restricted Stock Units		1,046,351		3,383,345
						Time-Based Restricted Stock Units		1,148,657		1,148,657
						Stock Options		—		—
						Retirement Plan³		—		—
						Total		2,366,365		8,156,407
Eric M. Hambly						Severance		—		2,792,270
						Non-equity compensation¹		146,919		146,919
						Unvested & Accelerated²
						Performance-Based Restricted Stock Units		233,890		1,458,506
						Time-Based Restricted Stock Units		1,317,662		1,317,662
						Stock Options		—		—
						Retirement Plan³		—		—
						Total		1,698,471		5,715,356
Thomas J. Mireles						Severance		—		1,858,314
						Non-equity compensation¹		76,065		76,065
						Unvested & Accelerated²
						Performance-Based Restricted Stock Units		221,580		1,045,612
						Time-Based Restricted Stock Units		892,208		892,208
						Stock Options		—		—
						Retirement Plan³				—
						Total		1,189,853		3,872,199
E. Ted Botner						Severance		—		1,882,902
						Non-equity compensation¹		79,349		79,349
						Unvested & Accelerated²
						Performance-Based Restricted Stock Units		215,425		850,314
						Time-Based Restricted Stock Units		297,306		297,306
						Stock Options		—		—
						Retirement Plan³		189,252		189,252
	Total		3,999,465		10,607,633	Total		781,332		3,299,123
Michael K. McFadyen	Severance		—		2,209,753	Severance		—		—
	Non-equity compensation¹		636,410		636,410
	Unvested & Accelerated²
	Performance-Based Restricted Stock Units		3,523,273		3,995,839
	Time-Based Restricted Stock Units		2,077,762		1,428,509
	Stock Options		332,025		332,025
	Retirement Plan³		—		—
						Non-equity compensation¹		68,973		—
						Unvested & Accelerated²
						Performance-Based Restricted Stock Units		—		—
						Time-Based Restricted Stock Units		—		—
						Stock Options		—		—
						Retirement Plan³		—		—
	Total		6,569,470		8,602,535	Total		68,973		—
Walter K. Compton	Severance		—		2,321,234	Severance		—		—
	Non-equity compensation¹		665,347		665,347
	Unvested & Accelerated²
	Performance-Based Restricted Stock Units		2,674,257		3,153,982
	Time-Based Restricted Stock Units		932,827		609,904
	Stock Options		250,475		250,475
	Retirement Plan³		514,539		514,539
	Total		5,037,445		7,515,481	Non-equity compensation¹		70,168		—
Eric M. Hambly	Severance		—		1,836,426
	Non-equity compensation¹		557,219		557,219
	Unvested & Accelerated²
	Performance-Based Restricted Stock Units		1,499,043		2,691,564
	Time-Based Restricted Stock Units		1,275,697		1,129,935
	Stock Options		99,025		99,025
	Retirement Plan³		—		—
	Total		3,430,984		6,314,169	Unvested & Accelerated²
						Performance-Based Restricted Stock Units		450,005		912,678
						Time-Based Restricted Stock Units		—		—
						Stock Options		—		—
						Retirement Plan^3,4		514,539		—
						Total		1,034,712		912,678

1	Non-equity compensation is calculated under the terms of the 2017 Plan.

2021 PROXY STATEMENT 45

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Reflects the accelerated vesting of LTI only in a double-trigger vesting change in control event. Restricted Stock Unit grants made after January 1, 2019 will only accelerate and vest on a double-trigger basis. All unvested outstanding equity awards made prior to 2019 will vest, become immediately exercisable or payable or have all restrictions lifted as may apply to the type of the award. This amount includes the incremental value of the current unvested outstanding awards. In the event of a termination, the exercise period for stock options is reduced to the lesser of the expiration date of the award or two years from date of termination.

Named Executive Officers may receive benefits under the Company’s defined benefit pension plan upon retirement, depending on date of hire, age and years of service at termination. The Pension Benefits Table reports the present value of each Named Executive Officer’s accumulated benefit at December 31, ~~2019~~2020 unadjusted for retirement earlier than age 62, and such benefits are not accelerated or otherwise enhanced in connection with any termination scenario. Mr. Compton retired during 2020 and is currently drawing retirement benefits. Messrs. Jenkins and ~~Compton~~Botner would have been eligible to receive retirement benefits following a termination of employment by reason of retirement on December 31, ~~2019.~~2020. Monthly pension benefits are payable in one of the following options: 50% Joint and Survivor; 75% Joint and Survivor; 100% Joint and Survivor; and 10 Years Certain. For purposes of this table, the annual payment of the monthly pension benefits is shown.

4	The amounts disclosed reflect the amounts paid or payable to Mr. Compton in connection with his retirement.

~~2020 PROXY STATEMENT~~ 4746 MURPHY OIL CORPORATION

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EQUITY COMPENSATION PLAN INFORMATION



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights¹		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)²		Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights¹			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)²

Equity compensation plans approved by stockholders		2,920,410		43.93		8,474,584		5,638,872		$	40.14		5,311,960

1	Amounts in this column do not take into account outstanding restricted stock units.

Number of shares available for issuance includes ~~2,370,464 available shares under the 2012 LTI Plan, 5,475,400 available shares under the 2018 LTI Plan, 210,512 available shares under the 2013 Stock Plan forNon-Employee~~ ~~Directors and 418,2018~~311,960 available shares under the 2018 Stock Plan for Non-Employee ~~Directors.~~ Directors and 5,000,000 available shares under the 2020 LTI Plan. Assumes each restricted stock unit is equivalent to one share.

2021 PROXY STATEMENT 4847 ~~MURPHY OIL CORPORATION~~

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Our Stockholders

As of December 31, ~~2019,~~2020, 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 date of such stockholder’s Schedule 13G filing with the SEC):



Name and address of beneficial owner		Amount and nature of beneficial ownership¹			Percentage				Amount and nature of beneficial ownership¹			Percentage

Capital International Investors, division of Capital Research and Management Company	11100 Santa Monica Boulevard, 16th Floor Los Angeles, CA 90025		20,402,167	²		12.900	%

FMR LLC	245 Summer Street Boston, Massachusetts 02210		18,055,507	³		11.483	%	245 Summer Street Boston, Massachusetts 02210		20,711,600	²		13.484	%

The Vanguard Group	100 Vanguard Blvd. Malvern, PA 19355		16,751,203	⁴		10.650	%	100 Vanguard Blvd. Malvern, PA 19355		13,681,341	³		8.910	%

BlackRock, Inc.	55 East 52nd Street New York, NY 10055		14,209,708	⁵		9.000	%	55 East 52nd Street New York, NY 10055		12,691,731	⁴		8.300	%

Hotchkis and Wiley Capital Management, LLC	601 S. Figueroa Street 39th FI Los Angeles, CA 90017		13,982,865	⁶		8.890	%

1	Includes Common Stock for which the indicated owner has sole or shared voting or investment power and is based on the indicated owner’s Schedule 13G filing for the period ended December 31, ~~2019.~~2020.

2	~~An investment adviser in accordance with Rule13d-1(b)(1)(ii)(E).~~ ~~Total includes 20,402,167 sole voting power shares,-0-~~ ~~shared voting power shares, 20,402,167 sole dispositive power shares and-0-~~ ~~shared dispositive power shares. Beneficial ownership disclaimed pursuant to Rule13d-4.~~

3	A parent holding company or control person in accordance with Rule13d-1(b)(1)(ii)(G). Total includes ~~2,190,498~~2,000,750 sole voting power shares,-0- shared voting power shares, ~~18,055,507~~20,711,600 sole dispositive power shares and-0- shared dispositive power shares.

43	An investment adviser in accordance with Rule13d-1(b)(1)(ii)(E). Total includes ~~78,589~~-0- sole voting power shares, ~~32,853~~97,036 shared voting power shares, ~~16,661,509~~13,467,443 sole dispositive power shares and ~~89,694~~213,898 shared dispositive power shares.

54	A parent holding company or control person in accordance with Rule13d-1(b)(1)(ii)(G). Total includes ~~13,529,579~~12,150,402 sole voting power shares,-0- shared voting power shares, ~~14,209,708~~12,691,731 sole dispositive power shares and-0- shared dispositive power shares.

6	~~An investment adviser in accordance with Rule13d-1(b)(1)(ii)(E).~~ ~~Total includes 12,532,566 sole voting power shares,-0-~~ ~~shared voting power shares, 13,982,865 sole dispositive power shares and-0-~~ ~~shared dispositive power shares. Beneficial ownership disclaimed pursuant to Rule13d-4.~~

~~2020 PROXY STATEMENT~~ 4948 MURPHY OIL CORPORATION

LOGO

The following table sets forth information, as of February ~~18, 2020,~~16, 2021, 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 hereinafter defined), 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			Options Exercisable Within 60 Day		Total		Percent of Outstanding (if greater than one percent)			Personal with Full Voting and Investment Power^1,2		Personal as Beneficiary of Trusts		Voting and Investment Power Only			Options Exercisable Within 60 Day		Total		Percent of Outstanding (if greater than one percent)

Claiborne P. Deming		876,749		1,639,538		209,720			—		2,726,007		1.78	%		897,214		1,639,538		209,720			—		2,746,472		1.78	%

T. Jay Collins		27,158		—		—			—		27,158		—			15,137		—		—			—		15,137		—

Steven A. Cossé		123,032		—		—			—		123,032		—			129,467		—		—			—		129,467		—

Lawrence R. Dickerson		23,010		—		—			—		23,010		—			40,245		—		—			—		40,245		—

Elisabeth W. Keller		39,030		518,224		200,000	³		—		757,254		—			89,332		518,224		200,000	³		—		807,556		—

James V. Kelley		61,047		—		—			—		61,047		—			78,282		—		—			—		78,282		—

Walentin Mirosh		30,790		—		—			—		30,790		—			39,925		—		—			—		39,925		—

R. Madison Murphy		174,984		2,190,126		850,273	⁴		—		3,215,383		2.09	%		660,230		1,812,972		922,838	⁴		—		3,396,040		2.20	%

Jeffrey W. Nolan		311,614		283,252		—			—		594,866		—			319,593		283,252		—			—		602,845		—

Robert N. Ryan, Jr.		5,127		—		—			—		5,127		—			9,256		5,127		—			—		14,383		—

Neal E. Schmale		76,809		—		—			—		76,809		—			224,788		—		—			—		224,788		—

Laura A. Sugg		21,002		—		—			—		21,002		—			28,981		—		—			—		28,981		—

Roger W. Jenkins		563,674		—		—			817,785		1,381,459		—			765,652		—		—			601,000		1,366,652		—

David R. Looney		—		—		—			—		—		—			64,301		—		—			—		64,301		—

Michael K. McFadyen		157,812		—		—			172,000		329,812		—

Walter K. Compton		141,235		—		—			140,000		281,235		—

Eric M. Hambly		27,317		—		—			57,000		84,317		—			43,203		—		—			47,000		90,203		—

Thomas J. Mireles																27,936		—		—			44,000		71,936		—

E. Ted Botner																75,510		—		—			34,000		109,510		—

Directors and executive officers as a group⁵		2,820,263		4,631,140		1,259,993			1,411,785		10,123,181		6.59	%		3,583,853		4,259,113		1,332,558			813,000		9,988,524		6.47	%

1	Includes Company Thrift (401(k)) Plan shares in the following amounts: Mr. Jenkins—~~7,451 shares; Mr. McFadyen—913 shares;~~2,279 shares and Mr. ~~Compton—10,780~~Botner—5,991 shares.

2	Includes shares held by spouse and other household members as follows: Mr. Deming—~~48,609~~50,224 shares; Ms. Keller—~~30,852~~63,919 shares; Mr. Murphy—~~174,984;~~194,364 (beneficial ownership expressly disclaimed); and Mr. Nolan—49,392 shares.

3	Ms. Keller has no investment power for these shares.

Includes 577,205 shares held by a private foundation of which Mr. Murphy is President for which beneficial ownership is expressly disclaimed. Includes ~~240,728~~296,521 shares owned by the 2011 Murphy Family Trust, beneficial ownership expressly disclaimed. Also, includes ~~32,340~~49,112 shares owned by The Suzanne and Madison Murphy Grandchildren’s Trust, beneficial ownership expressly disclaimed.

5	Includes twelve directors, ~~twelve~~ten executive officers and one director/officer.

2021 PROXY STATEMENT 5049 ~~MURPHY OIL CORPORATION~~

LOGO

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Under the securities laws of the United States, the Company’s directors and executive officers and persons who beneficially own more than 10% of the Company’s Common Stock are required to report their ownership of the Company’s Common Stock and any changes in that ownership to the Securities and Exchange Commission and the New York Stock Exchange. Specific due dates for these reports have been established and the Company is required to report in this Proxy Statement any failure to file by these dates. Based upon a review of the copies of the 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 such reporting persons the Company believes that all such persons complied with all applicable filing requirements during fiscal 2019.

Review, Approval or Ratification of Transactions with Related Persons and Code of Business Conduct and Ethics

During ~~2019,~~2020, the Company did not have any transactions with related persons required to be disclosed under Item 404(a) of RegulationS-K, and no such transactions are currently proposed. The Nominating & Governance Committee reviews ordinary course of business transactions with related parties, including firms associated with directors and nominees for director. The Company’s management also monitors such transactions on an ongoing basis. Executive officers and directors are governed by the Company’s Code of Business Conduct and Ethics, which provides that waivers may only be granted by the Board and must be promptly disclosed to stockholders. No such waivers were granted or applied for in ~~2019.~~2020. The Company’s Corporate Governance Guidelines require that all directors recuse themselves from any discussion or decision affecting their personal, business or professional interests.

~~2020 PROXY STATEMENT~~ 5150 MURPHY OIL CORPORATION

LOGO

Proposal 3—Approval of the Proposed

~~2020 Long-Term Incentive~~ 2021 Stock Plan for Non-Employee

Directors

The Company’s standard arrangement for the compensation of its non-employee directors divides remuneration into cash and equity components. This approach aligns the interests of directors and the stockholders they represent. The Company further targets total director compensation at a level near the 50th percentile of the competitive market (as determined by the Executive Compensation Committee’s independent compensation consultant, Meridian, since July 2020), enhancing the Company’s ability to retain and recruit qualified individuals to serve as non-employee directors. The Company believes this structure has been successful and, to continue in this vein, stockholders are asked to approve the 2021 Stock Plan for Non-Employee Directors (the “2021 Plan”), which is substantially similar to the 2018 ~~Long-Term Incentive~~Stock Plan for Non-Employee Directors (the “2018 ~~LTI~~ Plan”). The 2021 Plan, upon the recommendation of the Executive Compensation Committee, was ~~approved~~adopted by ~~stockholders on May 9, 2018 and will expire by its terms in 2028. On February 5, 2020,~~ the Board ~~of Directors approved the 2020 Long-Term Incentive Plan (the “2020 LTIP”),~~on February 3, 2021, subject to approval by our stockholders.

The 2018 Plan was adopted and approved by our stockholders ateffective as of May 9, 2018. Up to 500,000 shares of common stock of the ~~2020 Annual Meeting. The Board~~Company, par value of ~~Directors has determined that it is in the best interests of stockholders to consider at the Annual Meeting whether to adopt the 2020 LTIP to replace the 2018 LTI Plan~~$1.00 per share (“Shares”), were authorized for ~~granting new equity incentive awards. No awards have been granted~~issuance under the 2018 ~~LTI~~Plan. As of March 15, 2021, the proxy record date, 129,308 Shares remain available for future issuance under the 2018 Plan. We are asking our stockholders to approve the 2021 Plan ~~since February 5, 2020 and, if~~under which 800,000 Shares will be authorized for issuance. Without giving effect to the ~~2020 LTIP~~Shares remaining for issuance under the 2018 Plan, the proposed 800,000 Shares represents 0.52% of our Shares outstanding as of the proxy record date. If the 2021 Plan is approved by stockholders, we expect to be able to make Share grants to our non-employee directors for approximately 4 to 5 years.

If the 2021 Plan is approved by stockholders, the 2021 Plan will replace the 2018 Plan, and no ~~further awards~~additional grants will be ~~granted~~made under the 2018 ~~LTI~~ Plan.

As If the 2021 Plan is not approved by stockholders, the 2018 Plan will remain in effect in its current form, and the Company will continue to grant equity incentive awards to non-employee directors thereunder until its expiration on May 9, 2023. However, based on the Company’s current standard arrangement for the compensation of ~~February 5, 2020, there were 210,512 shares available for grant under~~its non-employee directors, the ~~2013 Stock Plan forNon-Employee~~ ~~Directors. Also, set forth below is information regarding shares currently outstanding~~number of Shares remaining under the 2018 ~~LTI~~ Plan ~~as of February 5, 2020. The Company made its~~would not be sufficient for future annual ~~award grant~~awards to ~~employees during the first quarter of 2020 and those awards are included in the data below.~~

~~The information included in this Proxy Statement and~~ our ~~Annual Report on Form10-K~~non-employee ~~for the fiscal year ending December 31, 2019 is updated by the following information regarding all existing equity compensation plans as of February 5, 2020:~~

Total number of stock options outstanding
   2,259,085
Weighted-average exercise price of stock options outstanding
   $ 41.65
Weighted-average remaining term of stock options outstanding
   1.5 years
Total number of full value awards outstanding
   4,410,882
Shares remaining for grant under the 2018 LTI Plan
   760,100
Shares remaining for grant under the 2018 Stock Plan forNon-Employee Directors
   311,960

~~The 2020 LTIP has a10-year~~ ~~life so as to allow the Company to respond to changes in the competitive marketplace, regulatory actions, and changes to business strategy.~~directors.

We believe that approving the ~~2020 LTIP~~2021 Plan is necessary ~~in order~~ to allow the Company to continue to align the long-term financial interests of ~~its officers and other key employees~~directors with those of the Company’s stockholders, to attract and retain those individuals by providing compensation opportunities that are competitive with other companies and provide incentives to those individuals who contribute significantly to the long-term performance and growth of the Company. ~~The terms of the Company’s equity compensation awards are designed to encourage participating employees to focus on the long-term success of the Company.~~ If the ~~2020 LTIP~~2021 Plan is not approved ~~then based on historical usage of shares under~~by stockholders, we will be unable to maintain our current equity ~~plans~~grant practices for non-employee directors, and therefore we will be at a ~~range of possible grant date fair values, we would expect that the remaining shares available for future grant under the 2018 LTI Plan would likely be sufficient~~significant competitive disadvantage in attracting, retaining and motivating talented individuals who contribute to ~~grant annual equity incentive awards through December 31, 2020, after which time we would lose an important compensation tool aligned with the long-term interests of the Company’s stockholders.~~

~~The Board of Directors believes that approval of the 2020 LTIP is in the best interest of~~ our ~~stockholders and supports this proposal.~~success.

As a stockholder of the Company, you are invited to vote with respect to the ~~2020 LTIP~~2021 Plan through the following resolution:

“RESOLVED, that the Company’s stockholders approve the ~~2020 LTIP.~~2021 Plan.”

The following is a summary of the ~~2020 LTIP~~2021 Plan which is qualified in its entirety by the full text of the ~~2020 LTIP,~~2021 Plan, a copy of which is included as Exhibit A to this Proxy Statement. The capitalized terms not otherwise defined in this summary have the meaning assigned to them in the ~~2020 LTIP.~~2021 Plan.

~~2020 LTIP Features:~~

~~Minimum vesting period of one year generally applicable to all awards, other than for up to 5% of the total share pool~~

~~No discounting of stock options or stock appreciation rights~~

~~No repricing or replacement of underwater stock options or stock appreciation rights without stockholder approval~~

~~No dividend equivalents on stock options or stock appreciation rights~~

52 ~~MURPHY OIL CORPORATION~~

~~Any dividends or dividend equivalents subject to same restrictions and vesting terms as underlying awards~~

~~No liberal share recycling of stock options/SARs~~

~~No evergreen provision~~

~~No reload provision~~

Summary of Plan Terms

Shares Subject to the ~~2020 LTIP~~2021 Plan

The Shares of the Company to be issued under the ~~2020 LTIP~~2021 Plan consist of authorized but unissued Shares or issued Shares that have been reacquired by the Company, including Shares acquired in the open market. Subject to adjustment made in connection with a merger, consolidation, reorganization or certain other events set forth in the ~~2020 LTIP,~~2021 Plan, the maximum number of Shares subject to ~~Awards~~awards which may be issued pursuant to the ~~2020 LTIP~~2021 Plan will be ~~5,000,000~~800,000 Shares.

~~The aggregate number of~~ If any grants under the 2021 Plan are cancelled, forfeited, expire or terminate for any reason without Shares having been issued, the Shares subject to, ~~all Awards granted~~but not delivered under, such grants may again become available for the grant of other awards under the ~~2020 LTIP during~~2021 Plan. Notwithstanding the foregoing, no Shares deliverable to the Company in full or partial payment of the purchase price for an award may again become available for the grant of other awards under the 2021 Plan.

2021 PROXY STATEMENT 51

LOGO

In no event will any individual director receive grants under the 2021 Plan in any calendar year with respect to ~~any one Employee will not exceed 500,000 and~~Shares having an aggregate Fair Market Value (or in the maximum aggregate actual cash payment to any Participant shall not exceed $5,000,000. Shares subject to Awards that have been canceled, expired, forfeited or otherwise not issued under an Award and Shares subject to Awards settled in cash shall not countcase of stock options, the grant date value of such Stock Options as Shares issued under the 2020 LTIP. Notwithstanding the foregoing, Shares subject to an Award may not be made available for issuance under the 2020 LTIP if such Shares were not issued under the net settlement or net exercise of a Stock Appreciation Right (“SAR”), were used to pay the exercise price of an Option, were delivered to or withhelddetermined by the ~~Company to pay~~Committee) in excess of $750,000, as calculated at the ~~withholding taxes related to an Option or a SAR, or were repurchased on the open market with the proceeds~~time of ~~an Option exercise.~~grant.

Administration of the ~~2020 LTIP~~2021 Plan

The ~~2020 LTIP~~2021 Plan will be administered by ~~the Executive Compensation Committee~~a committee of the Board, designated by the Board and to be comprised of ~~Directors~~not less than two members of the Board (referred to in this section of the Proxy Statement as the “Committee”). ~~In addition~~Subject to ~~any implied powers and duties that may be necessary or appropriate to carry out~~ the provisions of the ~~2020 LTIP,~~2021 Plan, the Committee will have ~~all of the powers vested in it by the terms of the 2020 LTIP, including exclusive~~sole and complete authority to ~~select the employees to be granted Awards, to determine the type, size~~construe and terms of the Awards to be made to each employee selected, to determine the time when Awards will be granted, and to prescribe the form of the agreements embodying Awards made under the 2020 LTIP. The Committee is authorized to interpret the ~~2020 LTIP and the Awards granted,~~2021 Plan, to establish, amend, and rescind ~~any~~the appropriate rules and regulations relating to the ~~2020 LTIP,~~2021 Plan, to determine the persons to whom and the time or times at which to grant awards, to administer the 2021 Plan and to take all such steps and make ~~any other~~all such determinations ~~which~~in connection with the awards granted, as it ~~believes~~may deem necessary or advisable ~~for~~to carry out the ~~administration~~provisions and intent of the 2020 LTIP, and to correct any defect or supply any omission or reconcile any inconsistency in the 2020 LTIP or in any Award in the manner and to the extent the Committee deems desirable to carry it into effect.2021 Plan.

Eligibility

Any employee of the Company, or a Subsidiary or affiliate that does not maintain a similar plan, who is an officer or who serves in any other key administration, professional, or technical capacity, and in the discretion of the Committee, any Employee who has made an unusual contribution, isAll non-employee directors are eligible to receive ~~Awards~~awards under the ~~2020 LTIP. The basis for participation in~~2021 Plan. Currently, the ~~2020 LTIP is the Committee’s decision, in its sole discretion,~~Company has eleven non-employee directors that an Award to an eligible Participant will further the 2020 LTIP’s purposes. In exercising its discretion, the Committee will consider the purposes of the 2020 LTIP, which are to align the long-term financial interests of eligible employees with those of the Company’s stockholders, to attract and retain those individuals by providing compensation opportunities that are competitive with other companies and provide incentives to those individuals who contribute significantly to the long-term performance and growth of the Company. As of February 5, 2020, we expect that approximately 570 employees will be eligible to receive ~~Awards~~awards under the ~~2020 LTIP.~~2021 Plan.

Types of Awards

The following types of ~~Awards~~awards may be made under the ~~2020 LTIP.~~2021 Plan. All of the ~~Awards~~awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting and forfeiture provisions determined by the Committee, in its sole discretion, subject to such limitations as are provided in the 2020 LTIP. In addition, subject to the limitations provided in the 2020 LTIP and in accordance with applicable law, the Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, and waive any conditions or restrictions imposed with respect to Awards or the Shares issued pursuant to Awards. As of February 5, 2020, the equity awards outstanding under our equity compensation plans were held by approximately 700 current and former employees.2021 Plan.

Non-qualified Stock Options

AnA Stock Option is a contractual right to purchase Shares at a future date at a specified exercise price. The per Share exercise price of ana Stock Option will be determined by the Committee and may not be less than the Fair Market Value of a Share on the grant date. The exercise price of any Stock Option may be paid in Shares, cash, or a combination thereof, or other consideration, as determined by the Committee.

~~2020 PROXY STATEMENT~~ 53

~~Other than as provided in~~ Each Stock Option granted under the ~~2020 LTIP with respect to certain changes in capitalization or other corporate transactions, the exercise price of an Option may not be reduced without stockholder approval. The dates on which Options~~2021 Plan will become exercisable ~~will be determined at~~and mature in three equal annual installments commencing on the ~~sole discretion~~first anniversary of the ~~Committee, provided that no~~date of grant. Each Stock Option granted under the 2021 Plan will ~~be exercisable more than~~expire seven years from the ~~grant date. Options that are intended to qualify as incentive stock options must meet the requirements~~date of ~~Section 422 of the Internal Revenue Code. The maximum number of Shares that may be issued under the 2020 LTIP through incentive stock options is 1,000,000 Shares.~~

~~Stock Appreciation Rights~~

SARs represent a contractual right to receive, in cash or other property (including Shares), an amount equal to the appreciation of a Share from the grant date based on the exercise price of the SAR (which may not be less than 100% of the Fair Market Value of a Share on the grant date), multiplied by the number of Shares subject to the SAR.grant.

Restricted Stock and Restricted Stock Units

A Restricted Stock Award is an ~~Award~~award of ~~outstanding~~ Shares that does not vest until after a specified period of time, or satisfaction of other vesting conditions as determined by the Committee. Restricted Stock Units (“RSUs”) are ~~Awards~~awards denominated in units of Shares under which the issuance of Shares ~~(or the payment of cash based on the value of Shares)~~ is subject to such conditions and terms as the Committee deems appropriate. To the extent determined by the Committee, Restricted Stock and RSUs may be satisfied or settled in Shares, cash or a combination thereof. Participants in whose name Restricted Stock is granted ~~will~~shall be entitled to receive all dividends and other distributions paid with respect to those Shares, ~~which~~unless otherwise determined by the Committee. Any dividends or other distributions paid with respect to Restricted Stock (whether in Shares or cash) will be subject to the same restrictions on transferability as the Restricted Stock ~~related~~with respect to which they ~~were~~are distributed and will not be paid ~~to the Participant~~ prior to the time at which such Restricted Stock becomes~~non-forfeitable.~~ ~~Shares underlying RSUs are~~ nonforfeitable. An RSU is entitled to ~~dividends or~~ dividend equivalents only to the extent, and in the form, provided by the Committee, ~~and~~except that, if the dividends or other distributions relate to a Share underlying the RSU during the period that the RSU is outstanding, the payment of such ~~dividends or~~ dividend ~~equivalents~~equivalent will not be ~~made~~paid prior to the time at which the RSU becomes nonforfeitable. The Committee may provide for the ability of Participants to elect to defer the settlement of, or mandate the settlement of, RSUs to such time ~~when~~as may be elected by the ~~RSUs becomenon-forfeitable.~~ ~~Dividends and dividend equivalents with respect to Restricted Stock and RSUs that are granted on Performance Shares~~Participant or ~~Performance Units will vest only if and to~~determined by the ~~extent the underlying Award vests, as~~Committee. Unless otherwise determined by the ~~Committee.~~Committee, Participants holding ~~Awards~~awards of Restricted Stock may exercise full voting rights during the Restricted Period.

~~Performance Units and Performance Shares~~

A Performance Share is an Award of outstanding Shares that does not vest until the satisfaction of performance criteria, and any other vesting conditions, specified by the Committee. Performance Shares are Awards denominated in units of Shares under which the issuance of Shares (or the payment of cash based on the value of Shares) is subject to the satisfaction of performance criteria, and any other vesting conditions, specified by the Committee. Performance criteria are based on the Company’s attainment of performance measures to be established by the Committee, in its sole discretion. Notwithstanding the satisfaction of any performance goals, to the extent specified in the Agreement, the Committee may reduce the number of Shares granted, issued, retainable or vested on the basis of any further considerations as determined by the Committee in its discretion. The settlement of Performance Units and Performance Shares may be in cash, Shares of equivalent value, or in some combination thereof, as set forth in the Agreement.

~~Other Stock-Based Incentives~~

The Committee is authorized to grant other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares. Shares underlying such Awards will be entitled to dividends or dividend equivalents only to the extent, and in the form, provided by the Committee, and the payment of dividends or dividend equivalents will not be made prior to the time at which the Award becomes~~non-forfeitable.~~

Termination of Service and Change in Control

~~Except as otherwise determined~~Termination of Membership on the Board of Directors Because of Retirement or Disability. If a Participant’s membership on the Board of Directors terminates because of Retirement or Disability, any Stock Option held by the ~~Committee, in the event a Participant’s employment terminates by reason of Normal Termination (as defined below) or death, (i) any Options and SARs granted to such~~ Participant ~~which are then outstanding and vested~~ may be exercised, ~~at the earlier of any time prior~~in whole or in part, to the ~~expiration~~extent not previously exercised, only during the period (i) beginning on the later of ~~the term of the Options or SARs or within two (2) years~~(A) one year after the date of ~~termination, (ii) any shares~~grant of ~~Restricted~~such Stock Option or ~~RSUs then outstanding and unvested will vest on~~(B) the date of termination of membership on the ~~Participant’s~~Board of Directors due to Retirement or Disability and (ii) ending on and including the earlier of (A) the last day of the original exercise period remaining under the applicable award agreement or (B) the third anniversary of the date of termination ~~in apro-rated~~ ~~amount,~~of membership on the Board of Directors due to Retirement or Disability. In addition, the restrictions will be lifted on all Restricted Stock and ~~(iii)~~RSUs held by the Participant; provided that the settlement of any ~~Performance Shares or Performance~~vested Deferred Units ~~then outstanding and unvested~~ will remain ~~eligible~~subject to ~~vest at~~ the ~~conclusion~~terms of the applicable performance period. Unless otherwise determined by the Committee, in the event the employment of the Participant terminates for any reason other than Normal Termination or death, all unvested Awards will be forfeitedunderlying award agreement and any options and SARs granted to such employee which are then outstanding will be canceled. For purposes of the 2020 LTIP, “Normal Termination” is defined as a termination of employment (i) at normal retirement age as defined in the Retirement Plan of the Company, or other retirement plan maintained by the Company that is applicable to the Participant, (ii) for total and permanent disability as defined in the Life Insurance Plan for employees of the Company, or (iii) with Company approval, and without being terminated for cause.deferral election form.

5452 MURPHY OIL CORPORATION

LOGO

Termination of Membership on the Board of Directors Because of Death. If a Participant’s membership on the Board of Directors terminates because of death, any Stock Option held by the Participant may be exercised, in whole or in part, to the extent not previously exercised, only during the period (i) beginning on the date of death and (ii) ending on and including the earlier of (A) the last day of the original exercise period remaining under the applicable award agreement or (B) the third anniversary of the date of death. In addition, the restrictions will be lifted on all Restricted Stock and RSUs held by the Participant; provided that the settlement of any vested Deferred Units will remain subject to the terms of the underlying award agreement and any applicable deferral election form.

Death After Termination of Membership on the Board of Directors Because of Retirement or Disability. If a Participant dies after the Participant’s membership on the Board of Directors has terminated because of Retirement or Disability, any Stock Option held by the Participant may be exercised, in whole or in part, to the extent not previously exercised, only during the period (i) beginning on the date of death and (ii) ending on and including the earlier of (A) the last day of the original exercise period remaining under the applicable award agreement or (B) the third anniversary of the date of termination of membership on the Board of Directors due to Retirement or Disability.

Termination of Membership on the Board of Directors for Reasons other than Retirement, Disability, Death or a Change in Control. If a Participant’s membership on the Board of Directors terminates for any reason other than Retirement, Disability, death or a Change in Control, the Stock Options held by such Participant, to the extent not previously vested, shall be forfeited at the time of such termination of membership on the Board of Directors. In addition, the Restricted Stock and RSUs held by such Participant, to the extent not previously vested, will be forfeited at the time of such termination of membership on the Board of Directors; provided that any vested Deferred Units will not be forfeited but shall settle in accordance with the terms of the underlying award agreement and any applicable deferral election form

Change in Control. Unless otherwise determined by the Committee, ~~determines otherwise, notwithstanding any other provision~~upon the occurrence of ~~the 2020 LTIP to the contrary, upon~~ a Change in Control, all outstanding ~~unvested Awards~~awards under the 2021 Plan will ~~vest (with any applicable performance measures deemed achieved at the target level of performance),~~ become immediately vested, exercisable ~~or payable or~~and nonforfeitable, and will ~~have all restrictions lifted as may apply to the type of Award.~~

~~Minimum Vesting Requirements~~

Subject to the specified treatment under the 2020 LTIP upon a termination of employment or a Change in Control, Awards will vest over a period of not less than one year following the grant date; provided, however, that the Committee may grant Awards that are not subject to this minimum vesting requirement with respect to 5% or less of the Shares available for issuance under the 2020 LTIP.remain vested, exercisable and nonforfeitable during their remaining terms.

Amendment and Termination

The Board of Directors may amend, alter, or discontinue the ~~2020 LTIP and the Committee~~2021 Plan at any time, but no amendment, alteration, or discontinuation may ~~amend, or alter any Agreement or other document evidencing an Award made under the 2020 LTIP. However, no such action will~~ be made which would impair the rights of a Participant under an award previously granted, without the ~~holder~~Participant’s consent, or which would cause the 2021 Plan not to continue to comply with Rule 16b-3 under the Exchange Act, or any successor to such rule. Notwithstanding the above provisions, the Board of ~~an Award, without such holder’s consent, provided that no such consent~~Directors will ~~be required if the Committee determines in its sole discretion and prior~~have broad authority to the date of any Change of Control that such amendment or alteration either is required or advisable in order for the Company, the 2020 LTIP or the Award to satisfy any law or regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard. Stockholder approval is required to: (a) increase the maximum number of shares for which Awards may be granted; (b) reduce the price at which Options or SARs may be granted below the price provided for in the 2020 LTIP;(c) reduce the exercise price of outstanding Options or SARs; (d) extend the term of the 2020 LTIP; (e) change the class of persons eligible to participate in the 2020 LTIP; or (f) otherwise amend the ~~2020 LTIP~~2021 Plan to take into account changes in ~~any manner requiring stockholder approval~~applicable securities and tax laws and accounting rules, as well as other developments. The 2021 Plan expires by ~~law or under the applicable stock exchange listing requirements.~~

~~Clawback~~

~~Each Agreement will provide that a Participant whose negligent, intentional or gross misconduct contributes to the Company’s having to restate all or a portion of~~ its financial statements, will immediately forfeit the Participant’s Awards, and the Participant shall be required to reimburse the Company in respect of any Shares issued or payments made under the 2020 LTIP in the period covered by such financial statements, as determined in each case, by the Committee in good faith. In addition, an Agreement may provide that a Participant’s rights, payments and benefits with respect to an Award will be subject to reimbursement upon the occurrence of certain specified events, including violation of material Company policies, breach of applicable restrictive covenants or minimum share ownership requirements or conduct which the Committee determines is detrimental to the business or reputation of the Company. Any Awards granted under the 2020 LTIP (including any amounts or benefits arising from such Awards) may also be subject to any clawback or recoupment arrangements or policies the Company establishes from time to time.terms five years following its approval.

U.S. Federal Income Tax Consequences

The following is a brief summary of the principal United States federal income tax consequences of transactions under the ~~2020 LTIP,~~2021 Plan, based on current United States federal income tax laws. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences, which may be substantially different.

Non-Qualified Stock Options

Generally, a Participant will not recognize taxable income on the grant or vesting of anon-qualified stock option. Upon the exercise of anon-qualified stock option, a Participant will recognize ordinary income in an amount equal to the difference between the market price of the Shares received on the date of exercise and the ~~Option~~stock option cost (number of Shares purchased multiplied by the exercise price per Share). The Company will ordinarily be entitled to a deduction on the exercise date equal to the ordinary income recognized by the Participant upon exercise.

~~Incentive Stock Options~~

No taxable income is recognized by a Participant on the grant or vesting of an incentive stock option. If a Participant exercises an incentive stock option in accordance with its terms and does not dispose of the Shares acquired within two years after the date of the grant of the incentive stock option or within one year after the date of exercise, the Participant will be entitled to treat any gain related to the exercise of the incentive stock option as capital gain (instead of ordinary income). However, the excess of the market price over the exercise price of the Shares acquired is an item of adjustment in computing the alternative

~~2020 PROXY STATEMENT~~ 55

minimum tax of the Participant. In this case, the Company will not be entitled to a deduction by reason of the grant or exercise of the incentive stock option. If a Participant holds the Shares acquired for at least one year from the exercise date and does not sell or otherwise dispose of the Shares for at least two years from the grant date, the Participant’s gain or loss upon a subsequent sale will be long-term capital gain or loss equal to the difference between the amount realized on the sale and the Participant’s basis in the Shares acquired. If a Participant sells or otherwise disposes of the Shares acquired without satisfying the required minimum holding periods, such “disqualifying disposition” will give rise to ordinary income equal to the excess of the market price of the Shares acquired on the exercise date (or, if less, the amount realized upon the disqualifying disposition) over the Participant’s tax basis in the Shares acquired. The Company will ordinarily be entitled to a deduction equal to the amount of the ordinary income resulting from a disqualifying disposition.

~~Stock Appreciation Rights~~

Generally, a Participant will not recognize taxable income upon the grant or vesting of a SAR, but will recognize ordinary income upon the exercise of a SAR in an amount equal to the cash amount received upon exercise (if the SAR is cash-settled) or the difference between the market price of the Shares received from the exercise of the SAR and the amount, if any, paid by the Participant in connection with the exercise of the SAR. The Participant will recognize ordinary income upon the exercise of a SAR regardless of whether the Shares acquired upon the exercise of the SAR are subject to further restrictions on sale or transferability. The Participant’s basis in the Shares will be equal to the ordinary income attributable to the exercise and the amount, if any, paid in connection with the exercise of the SAR. The Participant’s holding period for Shares acquired pursuant to the exercise of a SAR begins on the exercise date. Upon the exercise of a SAR, the Company will ordinarily be entitled to a deduction in the amount of the ordinary income recognized by the Participant.

Restricted Stock

A Participant generally will not be taxed at the time a Restricted Stock Award is granted but will recognize taxable ordinary income when the Award vests or otherwise is no longer subject to a substantial risk of forfeiture. The amount of taxable income will be the market price of the Shares at that time.

Participants may elect to be taxed at the time of grant by making an election under Section 83(b) of the Internal Revenue Code within 30 days of the award date. If a Restricted Stock Award subject to the Section 83(b) election is subsequently canceled, no tax deduction will be allowed for the amount previously recognized as income, and no tax previously paid will be refunded. Unless a Participant makes a Section 83(b) election, dividends paid to a Participant on Shares of an unvested Restricted Stock Award will be taxable to the Participant as ordinary income. If the Participant made a Section 83(b) election, the dividends will be taxable to the Participant as dividend income.

2021 PROXY STATEMENT 53

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The Company will ordinarily be entitled to a deduction at the same time and in the same amounts as the ordinary income recognized by the Participant. Unless a Participant has made a Section 83(b) election, the Company will also be entitled to a tax deduction, for dividends paid on unvested Restricted Stock Awards.

Restricted Stock Units

A Participant will generally not recognize taxable income on a RSU Award until Shares (or cash) subject to the Award are distributed. The amount of ordinary income will be the market price of the Shares on the date of distribution (or the amount of cash distributed). Any dividend equivalents paid on unvested RSUs are taxable as ordinary income when paid to the Participant.

The Company will ordinarily be entitled to a tax deduction at the same time and in the same amounts as the ordinary income recognized by the Participant. The Company will also be entitled to a deduction on any dividend equivalent payments made to the Participant.

~~New Plan Benefits~~

~~Any awards under the 2020 LTIP will be at the discretion of the Committee and future award amounts cannot be determined at this time.~~

The full text of the proposed plan is attached as Exhibit A to this Proxy Statement and incorporated by reference.

5654 MURPHY OIL CORPORATION

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Audit Committee Report

In connection with the Company’s December 31, ~~2019~~2020 consolidated financial statements, the Audit Committee (the “Committee”) reviewed and discussed the audited financial statements with management and the specific disclosures contained in the Company’s Form10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, and ~~independence standards, and~~ considered the compatibility ofnon-audit services with KPMG LLP’s independence. The Audit Committee also reviewed written disclosures and the letter from KPMG LLP as required by applicable requirements of the PCAOB regarding such independent accountant’s communications with the Audit Committee concerning independence and has discussed the independence with the accountant. The Committee met ~~six~~five times during ~~2019.~~2020. Fees for services provided by the Company’s independent registered public accounting firm, KPMG LLP, for the years ended December 31, ~~2019~~2020 and ~~2018~~2019 are as follows:



	2019			2018			2020		2019

Audit fees		$	3,440,318		$	3,365,000	$	2,345,000	$	3,440,318

Audit-related fees¹		$	260,418		$	75,186	$	162,572	$	260,418

Audit and audit-related fees		$	3,700,736		$	3,440,186	$	2,507,572	$	3,700,736

Tax fees²			—		$	64,382
Tax fees								—		—

All other fees			—			—		—		—

Total fees		$	3,700,736		$	3,504,568	$	2,507,572	$	3,700,736

1	~~Audit-related~~Audit related fees consisted principally of fees for services in connection with documents filed with the SEC, ~~and~~ audits of ~~financial statements for~~ foreign employee benefit ~~plans.~~

2	~~Tax fees consisted of services for income tax consultation~~plans, and ~~tax compliance services.~~special reports and related accounting consultations.

Based on these reviews and discussions, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included in its Annual Report on Form10-K for the year ended December 31, ~~2019.~~2020.

AUDIT COMMITTEE

R. Madison Murphy (Chairman)

Steve A. Cossé

Lawrence R. Dickerson

~~Neal E. Schmale~~Elisabeth W. Keller

~~Laura A. Sugg~~James V. Kelley

Robert N. Ryan, Jr.

~~2020~~2021 PROXY STATEMENT 5755

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PROPOSAL 4

The Board desires that the stockholders indicate their approval or disapproval of the Audit Committee’s action in appointing KPMG LLP the Company’s independent registered public accounting firm for the fiscal year ~~2020.~~2021. KPMG LLP has been serving the Company and its subsidiaries in this role for many years. KPMG LLP has advised the Company that its members have no direct or indirect financial interest in the Company or any of its subsidiaries. Members of KPMG LLP are expected to be present at the Annual Meeting of Stockholders for the purpose of responding to inquiries by stockholders, and such representatives will have an opportunity to make a statement if they desire to do so. The Audit Committee and the Board believe that the continued retention of KPMG to serve as our independent auditors is in the best interests of the Company and its stockholders.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Audit Committee is also responsible for the audit fee negotiations with KPMG LLP andpre-approves any engagement of KPMG LLP. Under Murphy’s policy forpre-approval of audit and permittednon-audit services by KPMG LLP, the Audit Committee has delegated the right topre-approve services between meeting dates to one or more members of the Audit Committee, provided that decisions of such members to grantpre- approvals is presented at the next scheduled meeting of the Audit Committee. The Audit 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. In the fiscal year ~~2019,~~2020, the percentage of services designated for audit fees, audit-related fees, tax fees, and all other fees that were approved by the Audit Committee were ~~93%~~94%, 7%6%, 0%, and 0%, respectively.

Our Audit Committee will consider the outcome of this vote in its decision to appoint an independent registered public accounting firm, but it is not bound by the stockholders’ vote. Even if the selection of KPMG LLP is ratified, the Audit Committee may change the appointment at any time during the year if it determines that a change would be in the best interests of the Company and its stockholders.

~~2020~~2021 PROXY STATEMENT 5957

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General Information

About the Annual Meeting

Submission of Stockholder Proposals

Pursuant to Rule14a-8 of the Securities Exchange Act of 1934, stockholder proposals for the ~~2021~~2022 Annual Meeting of Stockholders must be received by the Company at its principal executive office on or before November ~~28, 2020,~~27, 2021, for inclusion in the proxy materials.

A stockholder may wish to ~~have~~nominate candidates or present a proposal ~~presented~~on other business at the Annual Meeting of Stockholders in ~~2021,~~2022, but not for inclusion in the Company’s Proxy Statement and form of proxy relating to that meeting. This type of proposal is subject to the advance notice provisions of the Company’sby-laws. In the case of the ~~2021~~2022 Annual Meeting of Stockholders, notice must be received by the Company at its principal executive office no earlier than January ~~14, 2021,~~13, 2022, and no later than February ~~13, 2021.~~12, 2022.

Proxy Access Stockholder Director Nominations

The Company’sby-laws include a proxy access provision. Under theby-laws, stockholders who meet the requirements set forth in theby-laws may submit director nominations for inclusion in the proxy materials. Proxy access nominations for the ~~2021~~2022 Annual Meeting of Stockholders must be received by the Company at its principal executive office no earlier than October ~~29, 2020~~28, 2021 and no later than November ~~28, 2020,~~27, 2021, and must meet all the requirements set forth in theby-laws.

Electronic Availability of Proxy Materials For ~~2020~~2021 Annual Meeting

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May ~~13, 2020.~~12, 2021. This Proxy Statement and Murphy Oil Corporation’s Annual Report to Stockholders and Form10-K for fiscal year ~~2019~~2020 are available electronically at ~~https://~~www.proxydocs.com/MUR.

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 distributing 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.

In certain instances, one copy of the Company’s Annual Report or Proxy Statement is being delivered to two or more stockholders who share an address. Upon request, the Company will promptly deliver a separate copy of the Annual Report or Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered. Conversely, stockholders sharing an address who are receiving multiple copies of Annual Reports or Proxy Statements may request delivery of a single copy.

Requests in this regard should be addressed to:

~~E. Ted Botner~~

~~Vice President, Law and Corporate Secretary~~

Murphy Oil Corporation

~~P.O. Box 7000~~c/o Corporate Secretary

~~El Dorado, Arkansas 71731-7000~~9805 Katy Freeway, G-200

~~(870)~~Houston, Texas 77024

(281) ~~862-6411~~675-9000

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

E. Ted Botner

Senior Vice President, ~~Law~~

General Counsel and Corporate Secretary

~~El Dorado, Arkansas~~Houston, Texas

March ~~30, 2020~~26, 2021

6058 MURPHY OIL CORPORATION

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Proxy Statement Summary

and Users’ Guide


				For More Information	Board Recommendation


Proposal 1	Election of Directors			Page 1

	Claiborne P. Deming T. Jay Collins Steven A. Cossé Lawrence R. Dickerson ~~Roger W. Jenkins~~	Roger W. Jenkins Elisabeth W. Keller James V. Kelley ~~Walentin Mirosh~~ R. Madison Murphy	Jeffrey W. Nolan Robert N. Ryan, Jr. Neal E. Schmale Laura A. Sugg


Proposal 2	Advisory Vote to Approve Executive Compensation			Page 17


Proposal 3	Approval of the Proposed ~~2020 Long-Term Incentive~~2021 Stock Plan for Non-Employee Directors			Page 5251

Proposal 4	Approval of Appointment of Independent Registered Public Accounting Firm			Page 5856

INTERNET

MOBILE

PHONE

MAIL

IN PERSON

Go to www.proxyvote.com. You will need the ~~12 digit~~12-digit number included in your

proxy card or notice.

You can scan this QR code to vote with your mobile phone. You will need the ~~12 digit~~12-digit number included in your proxy card or notice.

Call 1-800-690-6903.

You will need the ~~12 digit~~12-digit number included in your proxy card or notice.

Send your completed and signed proxy card to: Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717

See page 6360 regarding meeting attendance.

~~2020~~2021 PROXY STATEMENT 6159

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When and Where is the Company’s Annual Meeting of Stockholders?

May I attend the meeting?

Attendance at the meeting is open to stockholders of record as of March ~~16, 2020,~~15, 2021, Company employees and ~~certain~~ guests. If you are a stockholder, regardless of the number of shares you hold, you may participate in the 2021 Annual Meeting via the virtual meeting website below:

Date: Wednesday, May 12, 2021

Time: 10:00 a.m. CDT / 11:00 a.m. EDT

Virtual Location: www.virtualshareholdermeeting.com/MUR2021

You will need your control number included on your Notice, proxy card or voting instruction form to be admitted to the meeting as a stockholder, vote your shares and ask questions. Those without a control number may attend as guests but will not have the option to vote or ask questions during the meeting.

WeStockholders are ~~actively monitoring the public health~~encouraged to log in to this website and travel concerns relating to COVID-19 and the related recommendations and protocols issued by federal, state and local governments. In the event that it is not possible or advisable to hold our annual meeting at the time, date and place as originally planned, we will announce alternative arrangementspre-register for the ~~meeting as promptly as practicable, which may include holding~~webcast before the ~~meeting solely by means~~start time of ~~remote communication, adjourning or postponing~~the virtual-only 2021 Annual Meeting. Online check-in will begin 15 minutes prior to the start of the meeting. ~~Any such change, including details~~A technician will be available to address any technical difficulties via a phone number provided on ~~how to participate in a remote~~the virtual meeting ~~would be announced in advance via press release, a copy of which would be filed with the SEC as additional proxy solicitation materials and posted on our~~ website ~~at www.proxydocs.com/MUR.~~listed above.

Who may vote?

You may vote if you were a holder of record of Murphy Oil Corporation common stock as of the close of business on March ~~16, 2020.~~15, 2021. Each share of common stock is entitled to one vote at the Annual Meeting. You may vote in person at the meeting, or by proxy via the methods explained on page 61 of this document.

Why should I vote?

Your vote is very important regardless of the amount of stock you hold. The Board strongly encourages you to exercise your right to vote as a stockholder of the Company.

Why did I receive a Notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

We are providing access to our proxy materials via the internet. As a result, we have sent a Notice of Internet Availability instead of a paper copy of the proxy materials to most of our stockholders. The Notice contains instructions on

how to access the proxy materials via the internet and how to request a paper copy. In addition, the website provided in the Notice allows stockholders to request future proxy materials in printed form by mail or electronically by email. A stockholder’s election to receive proxy materials by mail or email will remain in effect until the stockholder terminates it.

Why ~~didn’t~~did I receive a paper copy instead of a Notice in the mail regarding the internet availability of proxy materials?

We are providing certain stockholders, including those who have previously requested paper copies of the proxy materials, with paper copies of the proxy materials instead of a Notice. If you would like to reduce the costs incurred by Murphy in mailing proxy materials and conserve natural resources, you can consent to receive all future proxy statements, proxy cards and annual reports electronically via email. To sign up for electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card. When prompted, indicate that you agree to receive or access stockholder communications electronically in the future.

May I vote my stock by filling out and returning the Notice?

No. Instructions on how to access the proxy materials and vote are in the email sent to you and on the Notice.

How can I access the proxy materials through the internet?

Your Notice or proxy card will contain instructions on how to view our proxy materials for the Annual Meeting via the internet. The Proxy Statement and Annual Report are also available at www.proxydocs.com/MUR.

6260 MURPHY OIL CORPORATION

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VOTING PROCEDURES

The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting is required for approval of matters presented at the 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 or (iii) ~~appear~~voting at the ~~meeting and vote in person.~~meeting. If you voted via the Internet, mobile device or telephone, you can change your vote with a timely and valid later vote or by voting by ballot at the meeting. Proxies returned to the Company, votes cast other than ~~in person~~at the meeting and written revocations will be disqualified if received after commencement of the meeting. If you elect to vote your proxy card ~~or as directed on the Notice~~ or vote by telephone, mobile device or internet as described in the telephone/ mobile device/internet voting instructions on your proxy card or Notice, the Company will vote your shares as you direct. Your telephone/mobile device/ 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.

“Broker non-votes” result when brokers or nominees do not receive instruction from the beneficial owners and that broker or nominee does not have discretionary authority to vote on non-routine matters. The proposal to approve the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year is the only routine matter on the ballot. Abstentions and broker non-votes are not counted as votes cast and have no effect on the outcome of any of the proposals, other than for the ~~2020 LTIP.~~2021 Stock Plan for Non-Employee Directors. Under NYSE rules, abstentions will be counted as a vote cast and have the effect of a negative vote. Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum. Votes cast by proxy or in person at the meeting will be counted by the persons appointed by the Company to act as Judges of Election for the meeting.

Unless specification to the contrary is made, the shares represented by the enclosed proxy, if signed and returned, will be voted FOR all the nominees for director, FOR the approval of the compensation of the Company’s Named Executive Officers, FOR the approval of the proposed ~~2020 Long-Term Incentive~~2021 Stock Plan for Non-Employee Directors and FOR the approval 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 ~~2020.~~2021.

The expenses of printing and distributing proxy material, including expenses involved in forwarding materials to beneficial owners of stock, will be paid by the Company. The Company’s officers or employees, without additional compensation, may solicit the return of proxies from certain stockholders by telephone or other means.

VOTING SECURITIES

On March ~~16, 2020,~~15, 2021 , the record date for the meeting, the Company had ~~153,572,954~~154,316,510 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. This amount does not include ~~41,527,674~~40,784,180 shares of treasury stock. Information as to Common Stock ownership of certain beneficial owners and management is set forth in the tables on pages 4948 and 5049 (“Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management”).

~~2020~~2021 PROXY STATEMENT 6361

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Exhibit A

MURPHY OIL CORPORATION

~~2020 LONG-TERM INCENTIVE~~2021 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

~~SECTION 1.~~I. PLAN PURPOSE.

The purpose of the 2021 Stock Plan for Non-Employee Directors (the “Plan”) is to advance the interests of Murphy Oil Corporation ~~2020 Long-Term Incentive plan (the “~~~~Plan~~~~”) is to foster and promote~~by enhancing the ~~long-term financial success~~ability of the Company and materially increase stockholder value by (a) motivating superior performance by means of long-term performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by Employees, and (c) enabling the Company to attract and retain directors who are in a position to make significant contributions to the ~~services of an outstanding management team upon whose judgment, interest, and performance are required for the successful and sustained operations~~success of the ~~Company.~~Company and to reward directors for such contributions.

~~SECTION 2.~~II. DEFINITIONS.

~~Unless~~For purposes of the ~~context otherwise indicates,~~Plan, the following ~~definitions~~terms shall be ~~applicable for the purpose of the Plan:~~defined as set forth below:

~~“Agreement”~~(1) “Board” ~~shall mean a written agreement setting forth the terms of an Award.~~

~~“Award”~~ shall mean any Option (which may be designated as a Nonqualified Stock Option or Incentive Stock Option), Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Unit (which may be paid in either stock or cash), Performance Share, Dividend Equivalent, or Other Stock-Based Incentive Award, in each case granted under this Plan.

~~“Beneficiary”~~ shall mean the person, persons, trust, or trusts designated by an Employee or if no designation has been made, the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive the benefits specified under this Plan in the event of a Participant’s death.

~~“Board”~~ ~~shall mean~~means the Board of Directors of the Company.

~~“Change~~(2) “Change in Control” ~~shall have~~means a transaction or event that qualifies as a “change in control event” within the meaning ~~set forth in~~of Section ~~14 hereof.~~409A.

~~“Code”~~(3) “Code” means the Internal Revenue Code of 1986, as amended, ~~from time to time; references to a particular section of~~together with the ~~Code include references to~~published rulings, regulations, and ~~rulings thereunder and~~interpretations duly promulgated thereunder.

(4) “Committee” means the Committee referred to ~~successor provisions.~~

~~“Committee”~~ ~~shall mean the Executive Compensation Committee of~~in Section III which has been designated by the Board ~~as from time~~ to ~~time constituted, or any successor committee of~~administer the Board with similar functions. The Committee shall be constituted to comply with the requirements of Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act or such rule or regulation or any successors thereto which, in each case, are in effect from time to time.Plan.

~~“Common~~(5) “Common Stock” ~~shall mean~~or “Common Share” means the Common Stock of the Company, with a par value of $1.00 ~~par value.~~per share.

~~“Company”~~(6) “Company” ~~shall mean~~means Murphy Oil Corporation ~~a Delaware corporation.~~and any successor organization.

~~“Corporate Transaction”~~(7) “Deferred Units” ~~shall have~~has the meaning set forth in paragraph 6 of Section ~~15 hereof.~~VII.

~~“Dividend Equivalent”~~(8) “Disability” ~~shall mean~~means a ~~right, granted under Section 11 hereof,~~physical or mental condition that prevents the Participant from performing his duties as a member of the Board for a period expected to ~~receive or accrue, to the extent provided under the respective Award, payments equal to the dividends or property on a specified number of shares.~~exceed six consecutive months.

~~“Effective Date”~~ ~~shall have the meaning set forth in Section 4 hereof.~~

~~“Exchange~~(9) “Exchange Act” ~~shall mean~~means the Securities Exchange Act of 1934, as ~~amended.~~amended from time to time, and any successor thereto.

~~“Employee”~~(10) “Fair Market Value” ~~shall~~of a share of Common Stock is the mean ~~any person employed by the Company on a full-time salaried basis or by a Subsidiary or affiliate~~ of the ~~Company that does not have in effect for its personnel any plan similar to the Plan, including officers~~highest and ~~employee directors thereof.~~

~~“Fair Market Value”~~ ~~shall mean the average of the high and low~~lowest prices ~~of a Share as reported~~per share on the ~~principal exchange~~New York Stock Exchange Consolidated Tape, or such service as the Board may select, on ~~which~~ the ~~Shares are listed for~~appropriate date, or in the ~~date on which the grant, exercise or other transaction occurs, as applicable, or if there were no such~~absence of reported sales on such ~~date,~~day, the most recent ~~prior date on~~previous day for which ~~there~~sales were ~~sales; provided, however, that if the Shares are not~~

64 ~~MURPHY OIL CORPORATION~~

~~listed on any exchange, Fair Market Value shall be determined by the Committee in good faith.~~reported. For Stock Options, ~~and SARs,~~ Fair Market Value may also be determined by such methods or procedures as may be established by the Committee from time to time, in its discretion, in accordance with Section 409A.

(11) “~~Grant Date”~~Non-Employee Director ~~shall mean the date on which an Award is granted.~~

~~“Grantee”~~ ~~shall mean~~” means a person who, ~~has been~~as of any applicable date, is a member of the Board and is not an employee of the Company or any of its Subsidiaries.

(12) “Non-Qualified Stock Option” means a Stock Option granted under Section VI which is not intended to be an ~~Award.~~

~~“Incentive Stock Option”~~ or~~“ISO”~~ ~~shall mean an Option that is intended by~~incentive stock option within the ~~Committee to meet the requirements~~meaning of Section 422 of the ~~Code~~Code.

(13) “Option Price” means the price specified in Section VI.

(14) “Participant” means the recipient of a Stock Option, Restricted Stock Award, or Restricted Stock Unit Award granted under the Plan.

(15) “Person” means an individual, corporation, partnership, association, trust, or any ~~successor provision.~~other entity or organization.

~~“Nonqualified Stock Option”~~(16) “Restricted Period” or~~“NQSO”~~ ~~shall mean an Option which does not qualify as an Incentive Stock Option.~~

~~“Normal Termination”~~ ~~shall mean a termination of employment (i) at normal retirement age as defined in~~means the Retirement Plan of Murphy Oil Corporation or other retirement plan maintained by the Company that is applicable to the Participant, (ii) for total and permanent disability as defined in the Life Insurance Plan for Employees of Murphy Oil Corporation, or (iii) with Company approval, and without being terminated for cause.

~~“Option”~~ ~~shall mean a right, granted under Section 7 hereof, to purchase Common Stock at a price to be specified and upon terms to be~~period designated by the Committee ~~pursuant to this Plan. An Option shall be designated by the Committee as a Nonqualified Stock Option or an Incentive Stock Option at the time of grant.~~

~~“Option Price”~~ ~~shall mean the price at which a Share may be purchased by a Grantee pursuant to an Option as determined in accordance with Section 7(b) hereof.~~

~~“Option Term”~~ ~~shall mean the period beginning on the Grant Date of an Option and ending on the date such Option expires, terminates or is cancelled.~~

~~“Other Stock-Based Award”~~ ~~shall mean a right, granted under Section 12 hereof, that relates to or is valued by reference to Shares or other Awards relating to Shares.~~

~~“Participant”~~ ~~shall mean an Employee to whom an Award has been granted pursuant to the Plan.~~

~~“Performance Measure”~~ shall mean the performance measures, if any, applicable to an award of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, as determined by the Committee pursuant to Sections 9(c) or 10(b).

~~“Performance Period”~~ ~~shall mean the time period~~ during which ~~the applicable performance goals must be met.~~

~~“Performance Share”~~ ~~and~~~~“Performance Unit”~~ ~~shall have the respective meanings set forth in Section 10 hereof.~~

~~“Personal Representative”~~ shall mean the person or persons who, upon the disability or incompetence of a Participant, shall have acquired on behalf of the Participant by legal proceeding or otherwise the right to receive the benefits specified in this Plan.

~~“Plan”~~ ~~shall have the meaning set forth in Section 1 hereof.~~

~~“Restricted Period”~~ ~~shall mean the period during which Shares of~~ Restricted Stock or Restricted Stock Units ~~are~~may not be sold, assigned, transferred, pledged, or otherwise encumbered and during which such Restricted Stock or Restricted Stock Unit is subject to ~~forfeiture if the conditions set forth in the Agreement are not satisfied.~~forfeiture.

~~“Restricted~~(17) “Restricted Stock” ~~shall mean~~means those shares of Common Stock issued pursuant to a Restricted Stock Award, which are subject to the restrictions, terms, and conditions specified by the Committee pursuant to Section ~~9 hereof.~~

~~“Restricted Stock Award”~~ ~~shall mean an award of Restricted Stock granted under Section 9 hereof.~~

~~“Restricted Stock Unit”~~ ~~shall mean a right, granted under Section 9 hereof, to receive a Share, subject to such Restricted Period and/or Performance Period as the Committee shall determine.~~

~~“Section 409A”~~ ~~shall have the meaning set forth in Section 20(f) hereof.~~

~~“Share”~~ ~~shall mean a share of Common Stock.~~

~~“Stock Appreciation Right”~~ or~~“SAR”~~ shall mean the right, granted under Section 8 hereof, of the holder thereof to receive, upon exercise thereof, payment of an amount determined by multiplying: (a) any increase in the Fair Market Value of a Share at the date of exercise over the price fixed by the Committee on the Grant Date (which shall not be less than the Fair Market Value of a Share on such Grant Date) by (b) the number of Shares with respect to which the SAR is exercised; provided, however, that at the time of grant, the Committee may establish, in its sole discretion, a maximum amount per share which will be payable upon exercise of a SAR. The amount payable upon exercise may be paid in cash or other property, including without limitation, shares of Common Stock, or any combination thereof as determined by the Committee.

~~“Subsidiary”~~ ~~shall have the meaning set forth in Reg. §424-1(f)(2) under the Code.~~

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~~SECTION 3. ADMINISTRATION.~~

The Plan shall be administered by the Committee. In addition to any implied powers and duties that may be necessary or appropriate to carry out the provisions of the Plan, the Committee shall have all of the powers vested in it by the terms of the Plan, including exclusive authority to select the Employees to be granted Awards under the Plan, to determine the type, size, and terms of the Awards to be made to each Employee selected, to determine the time when Awards will be granted, and to prescribe the form of the Agreements embodying Awards made under the Plan. The Committee shall be authorized to interpret the Plan and the Awards granted under the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to make any other determinations which it believes necessary or advisable for the administration of the Plan, and to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent the Committee deems desirable to carry it into effect. Any decision of the Committee in the administration of the Plan, as described herein, shall be final and conclusive and binding on all Participants and their Beneficiaries.

The Board may from time to time remove members from the Committee or add members thereto, and vacancies in the Committee, however caused, shall be filled by action of the Board. The Committee shall select one if its members as chairman and shall hold its meetings at such time and places as it may determine. The Committee may act only by a majority of its members. The members of the Committee may receive such compensation for their services on the Committee as the Board may determine. Any determination of the Committee may be made, without notice, by the written consent of the majority of the members of the Committee. In addition, the Committee may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee.

~~SECTION 4. EFFECTIVE DATE AND TERMINATION OF THE PLAN.~~

~~The Plan was approved by the Board on February 5, 2020, effective as of May 13, 2020 (the~~~~“Effective Date”~~), subject to the approval by the Company’s stockholders on May 13, 2020. All Awards granted under this Plan are subject to, and may not be exercised or earned before, the approval of this Plan by the stockholders prior to the first anniversary date of the effective date of the Plan, by the affirmative vote of the holders of a majority of the outstanding Shares of the Company present, or represented by proxy, and entitled to vote, at a meeting of the Company’s stockholders or by written consent in accordance with the laws of the State of Delaware; provided that if such approval by the stockholders of the Company is not forthcoming, all Awards previously granted under this Plan shall be void. The Plan shall remain available for the grant of Awards until the tenth (10th) anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Employees and the Company arising under Awards theretofore granted and then in effect.

~~SECTION 5. SHARES SUBJECT TO THE PLAN AND TO AWARDS.~~

(a) Aggregate Limits. The number of Shares issuable pursuant to all Awards over the life of this Plan is 5,000,000. The number of Shares available for grant under this Plan and the number of Shares subject to outstanding Awards shall be subject to adjustment as provided in Section 15 hereof. Shares issued pursuant to Awards granted under this Plan may be Shares that are authorized and unissued or Shares that were reacquired by the Company, including Shares purchased in the open market.

(b) Issuance of Shares. For purposes of Section 5(a), the aggregate number of Shares issued under this Plan at any time shall equal only the number of Shares issued upon exercise or settlement of an Award under this Plan. Notwithstanding the foregoing, Shares subject to an Award under this Plan may not again be made available for issuance under this Plan if such Shares are: (i) Shares that were subject to a stock-settled Stock Appreciation Right and were not issued under the net settlement or net exercise of such Stock Appreciation Right, (ii) Shares used to pay the exercise price of an Option, (iii) Shares delivered to or withheld by the Company to pay the withholding taxes related to an Option or a Stock Appreciation Right, or (iv) Shares repurchased on the open market with the proceeds of an Option exercise. Shares subject to Awards that have been canceled, expired, forfeited or otherwise not issued under an Award and Shares subject to Awards settled in cash shall not count as Shares issued under this Plan.

~~(c) Individual Limits.~~

(i) The aggregate number of Shares subject to all Awards (including, for the avoidance of doubt, Options and SARs) granted under this Plan during any calendar year to any one Employee shall not exceed 500,000 which number shall be calculated and adjusted pursuant to Section 15.

~~(ii) The maximum aggregate actual cash payment to any Participant in any calendar year under this Plan pursuant to any cash-settled Award granted hereunder shall not exceed $5,000,000.~~

~~SECTION 6. ELIGIBILITY.~~

Any Employee who is an officer or who serves in any other key administration, professional, or technical capacity shall be eligible to participate in the Plan. The Committee may in any year include any Employee who the Committee has determined has made some unusual contribution which would not be expected of such Employee in the ordinary course of his work to receive a Grant of an Award pursuant to the Plan.VII.

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~~SECTION 7. STOCK OPTIONS.~~(18) “Restricted Stock Award” means an award of Restricted Stock granted under Section VII.

~~(a) Option Awards. Options may be~~(19) “Restricted Stock Unit” means a right granted under Section VII to receive a share of Common Stock or its equivalent value in cash, subject to such Restricted Period and/or settlement deferral periods as the Committee shall determine.

(20) “Restricted Stock Unit Award” means an award of Restricted Stock Units granted under Section VII.

(21) “Retirement” means retirement from the Board after the earlier of reaching age 72 or at ~~any~~such time ~~and from time to time prior to~~as agreed upon by the ~~termination~~Committee.

(22) “Section 409A” means Section 409A of the ~~Plan as determined by~~Code.

(23) “Separation from Service” means a “separation from service” within the ~~Committee. No Grantee shall have~~meaning of Section 409A.

(24) “Stock Option” or “Option” means any ~~rights as a stockholder~~Non-Qualified Stock Option to purchase shares of Common Stock granted under an Option until Shares have been issued upon the exercise of such Option. Each Option shall be evidenced by an Agreement. Options granted pursuant to the Plan need not be identical but each Option must contain and be subject to the terms and conditions set forthSection VI below.

~~(b) Option Price. Subject~~(25) “Subsidiary” means (i) any corporation in an unbroken chain of corporations beginning with the Company, if each ~~case to Section 7(c),~~of the ~~Committee will establish the exercise price per Share under each Option, which, in no event will be less~~corporations other than the Fair Market Value of a Share on the grant Date of such Option; provided, however, that the exercise price per Share with respect to an Option that is granted in connection with a merger or other acquisition as a substitute or replacement award for options held by optionees of the acquired entity may be less than 100% of the market price of the Shares on the date such Option is granted if such exercise price is based on or consistent with a formula set forthlast corporation in the terms of the options held by such optionees or in the terms of the agreement providing for such merger or other acquisition. The exercise price of any Option may be paid in Shares, cash, or a combination thereof, as determined by the Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the Shares issuable under an Option, the delivery of previously owned Shares, and withholding of Shares deliverable upon exercise.

(c) No Repricing. Other than as provided in Sections 15 and 19 hereof, the exercise price of an Option may not be reduced without stockholder approval (including canceling outstanding Options in exchange for cash, other Awards or Options or SARs with an exercise price that is less than the exercise price of the original Option).

~~(d) Exercise of Options. The date or dates on which Options become exercisable shall be determined at the sole discretion of the Committee.~~

~~(e) Term of Options. The Committee shall establish the term of each Option, which in no case shall exceed a period of seven (7) years from the Grant Date.~~

~~(f) Incentive Stock Options. Notwithstanding anything to the contrary in this Section 7, in the case of the grant of an Option intending to qualify as an Incentive Stock Option: (i) if the Employee~~unbroken chain owns stock possessing ~~more than 10 percent~~a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain, (ii) any limited partnership, if the Company or any corporation described in item (i) above owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to vote on the removal and replacement of the general partner, and (iii) any partnership or limited liability company, if the partners or members thereof are composed only of the Company, (a~~“10% Stockholder”~~),any corporation listed in item (i) above or any limited partnership listed in item (ii) above. “Subsidiaries” means more than one of any such corporations, limited partnerships, partnerships or limited liability companies.

III. ADMINISTRATION

The Plan shall be administered by a Committee of the Board, designated by the Board and to be comprised of not less than two members of the Board. Each director, while serving as a member of the Committee, shall be considered to be acting in his capacity as a director of the Company. Members of the Committee shall be appointed from time to time for such terms as the Board shall determine, and may be removed by the Board at any time with or without cause. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to construe and interpret the Plan, to establish, amend, and rescind appropriate rules and regulations relating to the Plan, to determine the Persons to whom and the time or times at which to grant Stock Options, Restricted Stock Awards, or Restricted Stock Unit Awards thereunder, to administer the Plan, and to take all such steps and make all such determinations in connection with the Plan and the Stock Options, Restricted Stock Awards, and Restricted Stock Units Awards granted thereunder, as it may deem necessary or advisable to carry out the provisions and intent of the Plan. All determinations of the Committee shall be by a majority of its members, and its determinations shall be binding, final and conclusive for all purposes and upon all Persons, including but without limitation, the Company, the Committee, the Board, the Participants, and their respective successors in interest.

IV. SHARES SUBJECT TO THE PLAN AND ANNUAL AWARD LIMIT.

Subject to any adjustment as provided in Section XI, an aggregate of 800,000 shares of Common Stock shall be available for issuance of grants under the Plan. In no event shall any individual Participant receive compensation with respect to any calendar year, including grants of awards under the Plan and any cash fees paid to such Participant for services rendered for such calendar year, in excess of $750,000, with the value of any shares of Common Stock subject to awards granted under the Plan calculated based on the aggregate Fair Market Value (or in the case of Stock Options, the grant date value of such Stock Options as determined by the Committee) of such shares of Common Stock at the time of grant. The shares of Common Stock deliverable upon the exercise of Stock Options, the award of Restricted Stock or settlement of Restricted Stock Units may be made available from authorized but unissued Common Shares or Common Shares reacquired by the Company, including Common Shares purchased in the open market. If any grants under the Plan shall expire or be cancelled, forfeited, or terminated for any reason without Common Shares having been delivered, the Common Shares subject to, but not delivered under, such grants may again become available for the grant of other Stock Options, Restricted Stock, or Restricted Stock Units under the Plan. No Common Shares deliverable to the Company in full or partial payment of the purchase price payable pursuant to Section VI or VII of the Plan shall become available for the grant of other Stock Options, Restricted Stock, or Restricted Stock Units under the Plan.

V. ELIGIBILITY.

Only Non-Employee Directors are eligible to be granted Stock Options, Restricted Stock, or Restricted Stock Units under the Plan.

VI. STOCK OPTIONS.

Each Stock Option granted under this Plan shall be evidenced by a written award agreement which shall comply with and be subject to the following terms and conditions.

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(1) Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the persons to whom Stock Options may be granted, the number of shares to be covered by each Stock Option, and the conditions and limitations, if any, in addition to those set forth in this Section VI, applicable to such Stock Options. Each such grant shall be confirmed by a written award agreement executed by the Company and the Participant, which agreement shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of the Plan with respect to such grant. Unless otherwise determined by the Committee, each award agreement shall provide that the Stock Option ~~must~~is not transferable by the Participant otherwise than by will or by the laws of descent and distribution, and is exercisable, during the Participant’s lifetime, only by such Participant.

(2) Grant Price. The Committee shall establish the grant price at the time each Stock Option is granted, which price shall not be ~~at least 110~~less than 100 percent of the Fair Market Value of ~~a Share~~the Common Stock on the ~~Grant Date~~date of ~~such~~grant.

(3) Exercisability and Term. Each Stock Option granted under the Plan will become exercisable and mature in three equal annual installments commencing on the first anniversary of the date of grant and annually thereafter. Each Stock Option ~~must~~granted under the Plan shall expire ~~within a period of not more than five (5)~~seven years from the ~~Grant Date, and (ii) termination~~date of ~~employment will occur when~~grant, except as otherwise set forth in Section IX of the ~~person~~Plan.

(4) Payment Upon Exercise. Stock Options may be exercised only upon payment to ~~whom an Award was granted ceases~~the Company in full of the grant price of the Common Shares to be ~~an employee (as determined~~delivered. Such payment shall be made in ~~accordance with Section 3401(c)~~cash or in Common Stock, or in a combination of cash and Common Stock, or such other consideration as shall be approved by the Committee. The sum of the ~~Code~~cash and the regulations promulgated thereunder) of the Company and its Subsidiaries. Notwithstanding anything in this Section 7 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be Nonqualified Stock Options) to the extent that either (a) the aggregate Fair Market Value of ~~Shares (determined as of the Grant Date thereof) with respect to which~~ such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted,Common Stock or ~~(b) such Options otherwise remain exercisable but are not exercised within three (3) months of termination of employment (or such~~ other ~~period of time provided in Section 422 of the Code). The maximum aggregate number of Shares that may be issued under the Plan through Incentive Stock Options is 1,000,000 Shares.~~

~~SECTION 8. STOCK APPRECIATION RIGHTS.~~

~~Stock Appreciation Rights may be granted to Employees from time to time either in tandem with or as a component of other Awards granted under the Plan (~~~~“Tandem SARs”~~~~) or not in conjunction with other Awards (~~~~“Freestanding SARs”~~) and may, but need not, relate to a specific Option granted under Section 7 hereof. The provisions of Stock Appreciation Rights need not be the same with respect to each grant or each recipient. Any Stock Appreciation Right granted in tandem with an Award may be granted at the same time such Award is granted or at any time thereafter before exercise or expiration of such Award. The exercise or payment of an Award or Tandem SAR, as applicable, to which a Tandem SAR or Award, as applicable, relates shall result in the automatic termination and cancellation of such Tandem SAR or Award, respectively. All Freestanding SARsconsideration shall be ~~granted subject~~at least equal to the same terms and conditions, including exercise price, vesting, exercisability forfeiture and termination provisions, as are applicable to Options as set forth in Section 7 hereof and all Tandem SARs shall have the same exercise price, vesting, exercisability, forfeiture and termination provisions as the Award to which they relate. Subject to the provisions of Section 7 hereof and the immediately preceding sentence, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Shares, cash or a combination thereof, as determined by the Committee. Other than as provided in Sections 15 and 19 hereof, the exercise price of Stock Appreciation Rights may not be reduced without stockholder approval (including canceling outstanding Stock Appreciation Rights in exchange for cash, other Awards or Options or SARs with an exercise price that is less than the exerciseaggregate grant price of the ~~original Stock Appreciation Right).~~Common Shares to be delivered.

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~~SECTION 9.~~VII. RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNITS.

~~(a) Grants~~(1) Grant of Awards. Restricted Stock and Restricted Stock Units may be granted at any time and from time to time prior to the termination of the Plan as determined by the Committee. Restricted Stock is an award or issuance of Common Shares, the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued ~~employment and/or performance conditions)~~service) and terms as the Committee deems appropriate. Restricted Stock Units are ~~Awards~~awards denominated in units of Common Shares under which the issuance of ~~Shares~~shares is subject to such conditions (including continued ~~employment and/or performance conditions)~~service) and terms as the Committee deems appropriate. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by ~~an Agreement.~~a written award agreement. Unless determined otherwise by the Committee, each Restricted Stock Unit will be equal to one Common Share and will entitle a Participant to either the issuance of Common Shares or payment of an amount of cash determined with reference to the value of Common Shares. To the extent determined by the Committee, Restricted Stock and Restricted Stock Units may be satisfied or settled in Common Shares, cash or a combination thereof. Restricted Stock and Restricted Stock Units granted pursuant to the Plan need not be identical but each grant of Restricted Stock and Restricted Stock Units must contain and be subject to the terms and conditions set forth below.

~~(b)~~ (2) Contents of Agreement. Each ~~Agreement~~award agreement shall contain provisions regarding ~~(i)~~(a) the number of Common Shares or Restricted Stock Units subject to such ~~Award~~award or a formula for determining such number, ~~(ii)~~(b) the purchase price of the Common Shares, if any, and the means of payment, ~~(iii)~~which may be in cash or in Common Stock, or in a combination of cash and Common Stock, or such other consideration as shall be approved by the ~~performance criteria, if any, and level of achievement versus these criteria that shall determine the number of Shares or Restricted Stock Units granted, issued, retainable, and/or vested, (iv)~~Committee, (c) such terms and conditions on the grant, issuance, vesting, and/or forfeiture of the Common Shares or Restricted Stock Units as may be determined from time to time by the Committee, ~~(v) the term of the Performance Period, if any, as to which performance will be measured for determining the number of such Shares or Restricted Stock Units,~~ and ~~(vi)~~(d) restrictions on the transferability of the Common Shares or Restricted Stock Units. Common Shares issued under a Restricted Stock Award may be issued in the name of the Participant and held by the Participant or held by the Company, in each case as the Committee may provide.

~~(c)~~ (3) Vesting Criteria. Restricted Stock and ~~Performance Criteria.~~Restricted Stock Units may be subject to time-based vesting conditions. The grant, issuance, retention, vesting, and/or settlement of shares of Restricted Stock and Restricted Stock Units will occur when and in such installments as the Committee determines or under criteria the Committee establishes, which may include Performance Measures selected by the Committee in its discretion. The grant, issuance, retention, vesting and/or settlement of Shares under any such Award that is based on Performance Measures and level of achievement versus such criteria will be subject to a Performance Period of not less than six months.establishes.

(d) Discretionary Adjustments and Limits. Notwithstanding the satisfaction of any performance goals, the number of Shares granted, issued, retainable and/or vested under an Award of Restricted Stock or Restricted Stock Units on account of either financial performance or personal performance evaluations may, to the extent specified in the Agreement, be reduced by the Committee on the basis of such further considerations as determined by the Committee in its sole discretion.

~~(e)~~ (4) Voting ~~Rights.~~Rights. Unless otherwise determined by the Committee at the time of grant, Participants holding shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those shares during the ~~period of restriction.~~Restricted Period. Participants shall have no voting rights with respect to Common Shares underlying Restricted Stock Units unless and until such Common Shares are reflected as issued and outstanding shares on the Company’s stock ledger.

~~(f) Dividends.~~(5) Dividends. Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends orand other distributions paid with respect to those ~~Shares,~~shares, unless otherwise determined ~~otherwise~~ by the ~~Committee.~~Committee at the time of grant. The Committee will determine whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted Stock or will be paid in cash. Any dividends or other distributions paid with respect to Restricted Stock (whether paid in Common Shares or cash) shall be subject to the same restrictions on transferability as the Restricted Stock with respect to which they were distributed and shall not be paid to the Participant prior to the time at which such Restricted Stock becomes ~~non-forfeitable.~~nonforfeitable. A Restricted Stock Unit shall be entitled to ~~dividends or~~ dividend equivalents only to the extent, and in the form, provided by the Committee in the applicable ~~Agreement~~award agreement or otherwise;

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provided that if the dividends or other distributions relate to a Common Share underlying the Restricted Stock Unit during the period that the Restricted Stock Unit is outstanding, the payment of such dividend or a dividend equivalent to the Participant shall not be paid prior to the time at which such Restricted Stock Unit becomes ~~non-forfeitable. Dividends~~nonforfeitable.

(6) Deferral of Restricted Stock Units. Subject to the requirements of paragraph 3 of this Section VII, the Committee may provide for the ability of a Participant to elect to defer the settlement of, or may mandate the deferred settlement of, Restricted Stock Units such that receipt of the shares of Common Stock otherwise issuable upon vesting of the Restricted Stock Units shall be deferred to such time as may be elected by such Participant or determined by the Committee (“Deferred Units”).

VIII. CHANGE IN CONTROL.

Unless otherwise determined by the Committee, upon the occurrence of a Change in Control, all outstanding Stock Options, Restricted Stock Awards, and ~~dividend equivalents with respect~~Restricted Stock Unit Awards granted to Participants shall become immediately vested, exercisable and nonforfeitable, and shall remain vested, exercisable and nonforfeitable during their remaining terms.

IX. STOCK OPTIONS IN THE EVENT OF TERMINATION.

Unless otherwise determined by the Committee, the following shall apply to Stock Option grants under Section VI of the Plan.

(1) Termination of Board Membership Because of Retirement or Disability. If a Participant’s membership on the Board terminates because of Retirement or Disability, any Stock Option held by the Participant may be exercised, in whole or in part, to the extent not previously exercised, only during the period (i) beginning on the later of (A) one year after the date of grant of such Stock Option or (B) the date of termination of Board membership due to Retirement or Disability; and (ii) ending on and including the earlier of (A) the last day of the original exercise period remaining under the applicable award agreement or

(B) the third anniversary of the date of termination of Board membership due to Retirement or Disability.

(2) Termination of Board Membership Because of Death. If a Participant’s membership on the Board terminates because of death, any Stock Option held by the Participant may be exercised, in whole or in part, to the extent not previously exercised, only during the period (i) beginning on the date of death and (ii) ending on and including the earlier of (A) the last day of the original exercise period remaining under the applicable award agreement or (B) the third anniversary of the date of death.

(3) Death After Termination of Board Membership Because of Retirement or Disability. If a Participant dies after the Participant’s membership on the Board has terminated because of Retirement or Disability, any Stock Option held by the Participant may be exercised, in whole or in part, to the extent not previously exercised, only during the period (i) beginning on the date of death and (ii) ending on and including the earlier of (A) the last day of the original exercise period remaining under the applicable award agreement or (B) the third anniversary of the date of termination of Board membership due to Retirement or Disability.

(4) Termination of Board Membership for Reasons other than Retirement, Disability, Death or a Change in Control. If a Participant’s membership on the Board terminates for any reason other than Retirement, Disability, death or a Change in Control, the Stock Options held by such Participant, to the extent not previously vested, shall be forfeited at the time of such termination of Board membership.

X. RESTRICTED STOCK AND RESTRICTED STOCK UNITS IN THE EVENT OF TERMINATION.

(1) Termination of Board Membership because of Retirement, Disability or Death. If a Participant’s membership on the Board terminates because of Retirement, Disability or death, the restrictions shall be lifted on all Restricted Stock and Restricted Stock Units held by the Participant; provided that ~~are granted as Performance Shares or Performance~~the settlement of any vested Deferred Units shall ~~vest only if~~remain subject to the terms of the underlying award agreement and any applicable deferral election form.

(2) Termination of Board Membership for Reasons other than Retirement, Disability or Death. If a Participant’s membership on the Board terminates for any reason other than Retirement, Disability or death, the Restricted Stock and Restricted Stock Units held by such Participant, to the extent ~~that the underlying Award vests, as determined by the Committee.~~

~~SECTION 10. PERFORMANCE UNITS AND PERFORMANCE SHARES.~~

~~(a) Grants of Awards. Performance Units and Performance Shares may~~not previously vested, shall be ~~granted at any time and from time to time prior to the termination of the Plan as determined by the Committee.~~

(b) Values/Performance Measures. The Committee shall set Performance Measures in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee.

~~(i) Performance Unit. Each Performance Unit shall have an initial value that is established by the Committee~~forfeited at the time of ~~grant.~~such termination of Board membership; provided that any vested Deferred Units shall not be forfeited but shall settle in accordance with the terms of the underlying award agreement and any applicable deferral election form.

~~(ii) Performance Share. Each Performance Share~~XI. ADJUSTMENTS UPON CHANGES IN COMMON STOCK.

If there shall ~~have an initial value equal~~be any change in the Common Stock subject to the ~~Fair Market Value~~Plan or to any Stock Option, Restricted Stock, or Restricted Stock Unit granted thereunder through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, exchange of ~~a Share on~~stock, or other change in the ~~Grant Date.~~corporate structure, appropriate adjustments shall be made in the aggregate number and kind of shares or other securities or property subject to the Plan, and the number and kind of shares or other securities or property subject to outstanding and to subsequent Stock Option, Restricted Stock, or Restricted Stock Unit grants and in the purchase price of outstanding Stock Options to reflect such changes.

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(c) Earning of Performance Units and Performance Shares. After the applicable Performance Period has ended, the Grantee who holds Performance Units or Performance Shares shall be entitled to payment based on the level of achievement of performance goals set by the Committee. At the discretion of the Committee, the settlement of Performance Units or Performance Shares may be in cash, Shares of equivalent value, or in some combination thereof, as set forth in the Agreement.

(d) Discretionary Adjustments and Limits. Notwithstanding the satisfaction of any performance goals, the number of Shares granted, issued, retainable and/or vested under an Award of Performance Shares or Performance Units on account of either financial performance or personal performance evaluations may, to the extent specified in the Agreement, be reduced by the Committee on the basis of such further considerations as determined by the Committee in its sole discretion.

~~SECTION 11. DIVIDEND EQUIVALENTS.~~

The Committee is authorized to grant Awards of Dividend Equivalents alone or in conjunction with other Awards; provided, however, that no Dividend Equivalents will be granted on Options or SARs and provided further, that no Dividend Equivalents granted in conjunction with an Award other than an Option or SAR shall be paid unless and until the Award to which the Dividend Equivalent relates has vested and is earned and paid out. The Committee may provide that Dividend Equivalents shall be deemed to have been reinvested in additional Shares or additional Awards or otherwise reinvested.

~~SECTION 12. OTHER STOCK-BASED INCENTIVES.~~

The Committee is authorized, subject to limitations under applicable law, to grant such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares. Except as provided by the Committee, Shares delivered pursuant to a purchase right granted under this Section 12 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding Awards or other property, as the Committee shall determine. An Award granted under this Section 12 shall be entitled to dividends or dividend equivalents only to the extent, and in the form, provided by the Committee in the applicable Agreement or otherwise; provided that if the dividends or other distributions relate to a Share underlying the Award during the period that the Award is outstanding, the payment of such dividend or a dividend equivalent to the Participant shall not be paid prior to the time at which such Award becomes non-forfeitable.

~~SECTION 13. TERMINATION OF EMPLOYMENT.~~

(a) Normal Termination or Death. Unless otherwise determined by the Committee, in the event a Participant’s employment terminates by reason of Normal Termination or death, (i) any Options and SARs granted to such Participant which are then outstanding and vested may be exercised (in the case of death, by the Participant’s Beneficiary or the Participant’s legal representative) at the earlier of any time prior to the expiration of the term of the Options or SARs or within two (2) years after the date of termination; (ii) any shares of Restricted Stock or Restricted Stock Units then outstanding and unvested shall vest on the date of the Participant’s termination in a pro-rated amount determined by multiplying the number of Restricted Shares or Restricted Stock Units by a fraction, the numerator of which is the number of months in the period beginning on the Grant Date thereof and ending on the last day of the month in which the Participant terminates, and the denominator of which is the number of months in the Restricted Period applicable thereto; and (iii) any Performance Shares or Performance Units then outstanding and unvested shall remain eligible to vest at the conclusion of the applicable Performance Period (x) with the number of Performance Shares or Performance Units eligible to vest determined by multiplying the target number of Performance Shares or Performance Units by a fraction, the numerator of which is the number of months in the period beginning on the Grant Date thereof and ending on the last day of the month in which the Participant terminates, and the denominator of which is the number of months in the Performance Period applicable thereto, and (y) with the final number of such pro-rated Performance Shares or Performance Units (pursuant to the preceding clause (x)) vesting determined based on the actual achievement of the Performance Measures applicable thereto.

(b) All other Terminations. Unless otherwise determined by the Committee, in the event the employment of the Participant shall terminate for any reason other than the ones described in Section 13(a) above, all unvested Awards shall be forfeited and any Options and SARs granted to such Employee which are then outstanding shall be canceled.

~~A change in employment from the Company or one Subsidiary to another Subsidiary of the Company shall not be considered a termination of employment for purposes of this Plan.~~

~~SECTION 14. CHANGE IN CONTROL.~~

Unless the Committee shall otherwise determine, notwithstanding any other provision of this Plan or an Agreement to the contrary, upon a Change in Control, as defined below, all outstanding unvested Awards shall vest (with any applicable Performance Measures deemed achieved at the target level of performance), become immediately exercisable or payable or have all restrictions lifted as may apply to the type of Award.

~~2020 PROXY STATEMENT~~ 69

A~~“Change in Control”~~ shall be deemed to have occurred if (i) any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act, but excluding the Company, any of its subsidiaries or any employee benefit plan of the Company or any of its subsidiaries or the “Murphy Family”) is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities; (ii) the consummation of a merger or other business combination, which has been approved by the stockholders of the Company, with or into another corporation a majority of the directors of which were not directors of the Company immediately prior to the merger and in which the stockholders of the Company immediately prior to the effective date of such merger own less than 50% of the voting power in such corporation; or (iii) for the sale or other disposition of all or substantially all of the assets of the Company.~~“Murphy Family”~~ ~~means (a) the C.H. Murphy Family Investments Limited Partnership, (b) the estate of C.H. Murphy, Jr., and (c) siblings of the late C.H. Murphy, Jr. and his and their respective Immediate Family.~~~~“Immediate Family”~~ ~~of a person means such person’s spouse, children, siblings, mother-in-law and father-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law.~~

~~SECTION 15. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.~~

In the event of any change in the Common Stock by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split-up, spin-off, share purchase, liquidation or other similar change in capitalization affecting or involving the Common Stock, or any distribution to common stockholders other than regular cash dividends (each, a~~“Corporate Transaction”~~), the Committee shall make such substitution or adjustment, if any, as it deems equitable, as to the number or kind of shares that may be issued under the Plan pursuant to Section 4 hereof, the maximum number of Shares provided in Section 5(c)(i) and the number or kind of shares subject to, or the price per share under or terms of any outstanding Award. The amount and form of the substitution or adjustment shall be determined by the Committee and any such substitution or adjustment shall be conclusive and binding on all parties for all purposes of the Plan.

~~SECTION 16. MINIMUM VESTING REQUIREMENTS.~~

~~Notwithstanding any other provision of this Plan, and subject to Sections 13 and 14, Awards (or any portion thereof) shall not vest earlier than one year following the Grant Date (the~~~~“Minimum Vesting Requirements”~~); provided, however, that the Committee may grant Awards that are not subject to the Minimum Vesting Requirements with respect to 5% or less of the Shares available for issuance under the Plan (as set forth in Section 5, as may be adjusted pursuant to Section 15).

~~SECTION 17. COMPLIANCE WITH LAWS~~XII. PLAN AMENDMENTS AND ~~REGULATIONS.~~

This Plan, the grant, issuance, vesting, exercise and settlement of Awards thereunder, and the obligation of the Company to sell, issue or deliver Shares under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations, stock exchange rules and regulations, and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in a Participant’s name or deliver any Shares prior to the completion of any registration or qualification of such shares under any foreign, federal, state or local law or any ruling or regulation of any government body which the Administrator shall determine to be necessary or advisable. To the extent the Company is unable to or the Committee deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. No Option shall be exercisable and no Shares shall be issued and/or transferable under any other Award unless a registration statement with respect to the Shares underlying such Option is effective and current or the Company has determined that such registration is unnecessary.

In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee may, in its sole discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant, issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations with respect to tax equalization for Employees employed outside their home country.

~~SECTION 18. WITHHOLDING.~~

To the extent required by applicable federal, state, local or foreign law, a Participant shall be required to satisfy, in a manner satisfactory to the Company, any withholding tax obligations that arise by reason of an Option exercise, disposition of Shares issued under an Incentive Stock Option, the vesting of or settlement of an Award, an election pursuant to Section 83(b) of the Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue Shares, make any payment or to recognize the transfer or disposition of Shares until such obligations are satisfied. The Committee may provide for or permit any applicable tax withholding obligation, to the extent such withholding would not result in liability classification

70 ~~MURPHY OIL CORPORATION~~

of an Award (or any portion thereof) pursuant to FASB ASC Subtopic 718-10, to be satisfied through the mandatory or elective sale of Shares and/or by having the Company withhold a portion of the Shares that otherwise would be issued to the Participant upon exercise of the Option or the vesting or settlement of an Award, or by tendering Shares previously acquired.

~~SECTION 19. AMENDMENT OF THE PLAN OR AWARDS.~~TERMINATION.

The Board may amend, alter, or discontinue this Plan and the Committee may amend, or alter any agreement or other document evidencing an Award made under this Plan but, except as provided pursuant to the provisions of Section 15 hereof relating to Corporate Transactions, no such amendment shall, without the approval of the stockholders of the Company:

~~(a) increase the maximum number of Shares for which Awards may be granted under this Plan;~~

~~(b) reduce the price at which Options or SARs may be granted below the price provided for in Section 7 hereof;~~

~~(c) reduce the exercise price of outstanding Options or SARs;~~

~~(d) cancel outstanding Options or SARs in exchange for cash, other Awards or Options or SARs with an exercise price that is less than the exercise price of the original Option or SAR;~~

~~(e) extend the term of this Plan;~~

~~(f) change the class of persons eligible to be Participants; or~~

~~(g) otherwise amend~~ the Plan inat any ~~manner requiring stockholder approval by law~~time, but no amendment, alteration, or ~~under the New York Stock Exchange listing requirements.~~

~~No amendment or alteration to the Plan or an Award or Agreement~~discontinuation shall be made which would impair the rights of a Participant under a Stock Option, Restricted Stock, or Restricted Stock Unit theretofore granted, without the ~~holder of an Award, without~~Participant’s consent, or which would cause the Plan not to continue to comply with Rule 16b- 3 under the Exchange Act, or any successor to such ~~holder’s consent, provided that no such consent~~Rule. Notwithstanding the above provisions, the Board shall have broad authority to amend the Plan to take into account changes in applicable securities and tax laws and accounting rules, as well as other developments.

XIII. LIMITATION.

Unless otherwise stated herein, the following limitations shall be ~~required if~~applicable to Participants and their rights as stockholders.

(1) No Right to Continue as a Director. Neither the ~~Committee determines in its sole discretion~~Plan, nor the granting of a Stock Option, Restricted Stock Award, or Restricted Stock Unit Award nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue as a Non-Employee Director for any period of time, or at any particular rate of compensation.

(2) No Stockholders’ Rights for Stock Options. A Participant granted a Stock Option hereunder shall have no rights as a stockholder with respect to the Common Shares covered by Stock Options granted hereunder until the date of the issuance of a stock certificate therefor, and no adjustment will be made for dividends or other rights for which the record date is prior to the date ~~of any Change of Control that~~ such ~~amendment or alteration either~~certificate is ~~required or advisable in order for~~issued.

XIV. NOTICE.

Any written notice to the Company ~~the Plan or the Award to satisfy~~required by any ~~law or regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard.~~

~~SECTION 20. MISCELLANEOUS PROVISIONS.~~

~~(a) No Employee or other person shall have any claim or right to be granted an Award under the Plan and no Award shall confer any right to continued employment.~~

(b) A Participant’s rights and interest under the Plan or any Award may not be assigned or transferred in whole or in part, either directly or by operation of law or otherwise (except in the event of death, to the Beneficiaries or by will or the laws of descent and distribution), including, but not by way of limitation, executive, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, and no such right or interest of any Participant in the Plan or in any Award shall be subject to any obligation or liability of such individual.

~~(c) The expense~~ of the provisions of this Plan shall be ~~borne by~~addressed to the ~~Company.~~Secretary of the Company and shall become effective when it is received.

~~(d) Awards granted~~XV. GENERAL PROVISIONS.

The following general provisions are applicable to the Plan.

(1) The Committee may require each Person purchasing Common Shares pursuant to a Stock Option or receiving Common Stock pursuant a grant of Restricted Stock or Restricted Stock Units to represent to and agree with the Company in writing that such Person is acquiring the Common Shares without a view to distribution thereof. The certificates for such Common Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for shares of Common Stock or other securities delivered under the Plan shall be ~~binding upon~~subject to such stock-transfer orders and other restrictions as the ~~Company, its successors~~Committee may deem advisable under the rules, regulations, and ~~assigns.~~other requirements of the Securities and Exchange Commission, the New York Stock Exchange, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate references to such restrictions.

~~(e)~~(2) Other than as provided for in Sections XI and XII hereof, the exercise price of a Stock Option may not be reduced without stockholder approval (including canceling previously awarded Stock Options and regranting them with a lower exercise price).

(3) Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

(4) No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal income tax purposes with respect to a Stock Option, Restricted Stock Award, or Restricted Stock Unit Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such ~~additional arrangement~~amount. Subject to the consent of the Committee and to such limitations as the Committee may impose, withholding obligations may be settled with Common Stock, including Common Stock that is ~~required.~~part of the grant that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditioned on such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

~~(f)~~(5) The Board intends that, except as may be otherwise determined by the Committee, any ~~Awards~~awards under the Plan satisfy the requirements of Section 409A ~~of the Code and related regulations and Treasury pronouncements (~~~~“Section 409A”~~) to avoid the imposition of any taxes, including additional income taxes, thereunder. ~~Notwithstanding anything in~~If the Committee determines that an award agreement, payment distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan ~~to the contrary,~~would, if ~~the Board considers~~undertaken, cause a Participant to be a “specified employee” under Section 409A at the time of such Participant’s “separation from service” (as defined in Section 409A), and any amount with respect to an Award is “deferred compensation”become subject to Section 409A ~~any~~unless the Committee expressly determines otherwise, such award, agreement, payment distribution, ~~of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service”~~deferral election, transaction or other action or arrangement shall not be ~~made until~~undertaken and the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A. If any Award is “deferred compensation” subject to Section 409A and provides for payment (or the acceleration of a payment date) upon the disabilityrelated provision of the ~~Participant, such amounts shall only~~Plan and/or award agreement will be ~~paid (or such payment date shall only be accelerated)~~deemed modified, or, if necessary, rescinded in order to ~~the extent the Participant’s disability meets~~comply with the requirements ~~for “disability” within the meaning~~ of Section 1.409A-3(i)(4) of the Treasury Regulations. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award.409A. In the case of any ~~Award~~award which is to

~~2020 PROXY STATEMENT~~ 71

be paid out when vested, ~~and is intended to qualify as an exempt “short term deferral” under Section 409A,~~ such payment shall be made as soon as administratively feasible after the ~~Award~~award became vested, but in no event shall such payment be made later than ~~2-1/~~2^1/2 months after the end of the calendar year in which the ~~Award~~award became vested unless otherwise permitted under the exemption provisions of Section 409A.

~~SECTION 21. CLAWBACK.~~

Each Agreement shall provide that a Participant whose misconduct results in the Company’s having to restate all or a portion of its financial statements, due to material noncompliance with the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or any other applicable law or listing standard, shall immediately forfeit the Participant’s Awards upon such determination, and such Participant shall be required to reimburse the Company in respect of any Shares issued or payments made under the Plan in the period covered by such financial statements, as determined in each case, by the Committee in good faith. In addition, an Agreement may provide that a Participant’s rights, payments and benefits with respect to an Award shall be subject to forfeiture or reimbursement to the Company upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions applicable to such Award. Such events may include a Participant’s violation of material Company policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries, as determined in each case by the Committee.

~~SECTION 22. GOVERNING LAW.~~

~~The provisions of this Plan shall be interpreted and construed in accordance with the laws of the State of Delaware.~~

7266 MURPHY OIL CORPORATION

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(6) Award agreements with respect to awards pursuant to the Plan may contain, in addition to terms and conditions prescribed in the Plan, such other terms and conditions as the Committee may deem appropriate provided such terms and conditions are not inconsistent with the provisions of the Plan. In the event of any conflict between the terms and provisions of the Plan and the award agreement, the terms and provisions of the Plan shall control.

(7) It is the Company’s intent that the Plan comply in all respects with Rule 16b-3 under the Exchange Act, and any successor rule thereto.

(8) In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

(9) The Plan and all awards made and actions taken thereunder shall be governed by the laws of the State of Arkansas, without regard to the conflict of law provisions of any state, and shall be construed accordingly.

XVI. EFFECTIVE DATE AND TERMINATION OF PLAN.

The Plan shall become effective immediately following approval by the stockholders of the Company at the 2021 Annual Meeting of Stockholders. The Plan shall terminate on the fifth anniversary of the date of the Plan’s approval by stockholders.

2021 PROXY STATEMENT 67

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Annex

~~NON-GAAP RECONCILIATIONS~~

Presented below is a reconciliation of Net income attributable to Murphy to presents Earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA. Management believes EBITDA and adjusted EBITDA is important information to provide because is used by management to evaluate the Company’s operational performance and trends between periods relative to its industry competitors. Management also believes this information may be useful to investors and analysts to gain a better understanding of the Company’s financial results. EBITDA and adjusted EBITDA are non-GAAP financial measures and should not be considered a substitute for Net income (loss) or Cash provided by operating activities as determined in accordance with accounting principles generally accepted in the United States of America.

Presented below is adjusted EBITDA per barrel of oil equivalent sold. Management believes EBITDA per barrel of oil equivalent sold is important information because it is used by management to evaluate the Company’s profitability of one barrel of oil equivalent sold in that period. Adjusted EBITDA per barrel of oil equivalent sold is a non-GAAP financial metric.

($ in millions, except per barrel amounts)
Year Ended December 31, 2019
Net income attributable to Murphy (GAAP)
$ 1,149.7
Income tax expense
14.7
Interest expense, net
219.3
Depreciation, depletion and amortization expense¹
1,076.5

EBITDA attributable to Murphy (Non-GAAP)
$ 2,460.2

Discontinued operations (income) loss
(1,064.5 )
Accretion of asset retirement obligations
40.5
Mark-to-market loss (gain) on crude oil derivative contracts
33.4
Business development transaction costs
24.4
Write-off previously suspended exploration wells
13.2
Mark-to-market loss (gain) on contingent consideration
8.7
Seal insurance proceeds
(8.0 )
Foreign exchange losses (gains)
6.4

Adjusted EBITDA attributable to Murphy (Non-GAAP)
$ 1,514.3

Total barrels of oil equivalents sold from continuing operations attributable to Murphy (thousands of barrels)
63,128.0
Adjusted EBITDA (Non-GAAP) per barrel of oil equivalents sold
$ 23.99

Presented below is net debt (a non-GAAP financial measure consisting of current maturities of long-term debt and long-term debt less cash) as a percentage of capital employed (a non-GAAP financial measure consisting of Murphy shareholders’ equity, current maturities of long-term debt, and long-term debt less cash). Management believes net debt as a percentage of capital employed is important information to provide as it is used by management to evaluate the degree of the Company’s financial leverage in relation to its capital structure and to evaluate its balance sheet discipline. Net debt as a percentage of capital employed is a non-GAAP financial measure and should not be considered a substitute for other financial measures as determined in accordance with accounting principles generally accepted in the United States of America.

~~2020 PROXY STATEMENT~~ 73NON-GAAP RECONCILIATIONS

($ in millions)

Net Debt:

Current maturities of long-term debt
   $ —
Long-term debt
   2,803.4
Less: Cash
   (306.8 )


Net debt
   $ 2,496.6


Capital Employed:

Murphy Shareholders’ Equity excluding noncontrolling interest
   5,467.5
Current maturities of long-term debt
   0.0
Long-term debt
   2,803.4
Less: Cash
   (306.8 )


Capital employed
   $ 7,964.1


Net Debt / Capital employed
   31 %

Presented below is free cash flow (a non-GAAP financial measure consisting of net cash provided by continuing operations, which includes noncontrolling interest, less property additions and dry hole costs). Management believes free cash flow is important information to provide as it is used by management to evaluate the Company’s ability to generate additional cash from business operations. Free cash flow is a non-GAAP financial measure and should not be considered a substitute for other financial measures as determined in accordance with accounting principles generally accepted in the United States of America. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Therefore, we believe it is important to view free cash flow as supplemental to our entire statement of cash flows.

($ in millions)
   Year Ended
December 31, 2019
Net cash provided by continuing operations
   $ 1,489
Property additions and dry hole costs
   (1,344 )
Free cash flow
   $ 145



($ in millions)	Year Ended December 31, 2020

Net cash provided by continuing operations	$	803

Property additions and dry hole costs		(760	)

Proceeds from sales of property, plant and equipment		14

Free cash flow	$	57

7468 MURPHY OIL CORPORATION

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9805 KATY FREEWAY, SUITE G-200

HOUSTON, TEXAS 77024

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VOTE BY INTERNET -

Before The Meeting -Go to www.proxyvote.comor scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of ~~information. Vote by~~information up until 11:59 ~~P.M. ET~~p.m. Eastern Time on ~~05/12/2020~~May 11, 2021 for shares held directly and by 11:59 ~~P.M. ET~~p.m. Eastern Time on ~~05/11/2020~~May 10, 2021 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ~~300 PEACH STREET ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS P.O. BOX 7000 EL DORADO, AR 71731-7000 If you would like~~

During The Meeting - Go to ~~reduce~~www.virtualshareholdermeeting.com/MUR2021

You may attend the ~~costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically~~meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using~~ the Internet and ~~when prompted, indicate~~vote during the meeting. Have the information that ~~you agree to receive or access proxy materials electronically~~is printed in ~~future years.~~ the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting ~~instructions. Vote by~~instructions up until 11:59 ~~P.M. ET~~p.m. Eastern Time on ~~05/12/2020~~May 11, 2021 for shares held directly and by 11:59 ~~P.M. ET~~p.m. Eastern Time on ~~05/11/2020~~May 10, 2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:


	D39598-Z79224	KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

MURPHY OIL CORPORATION

The Board of Directors recommends you vote FOR the

following:

Election of Directors

Nominees:

For

Against

Abstain

1a.

T.J. Collins

☐

1b.

S.A. Cossé

☐

1c.

C.P. Deming

☐

1d.

L.R. Dickerson

☐

1e.

R.W. Jenkins

☐

1f.

E.W. Keller

☐

1g.

J.V. Kelley

☐

1h.

R.M. Murphy

☐

1i.

J.W. Nolan

☐

1j.

R.N. Ryan, Jr.

☐

1k.

N.E. Schmale

☐

1l.

L.A. Sugg

☐

The Board of Directors recommends you vote FOR proposals 2, 3, and 4.

For

Against

Abstain

Advisory vote on executive compensation.

☐

Approval of the proposed 2021 Stock Plan for

Non-Employee Directors.

☐

Approval of the appointment of KPMG LLP as independent registered public accounting firm for 2021.

☐

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.


Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees For Against Abstain 1a. T.J. Collins 0 0 0 For Against Abstain 1b. S.A. Cossé 1l. N.E. Schmale 0 0 0 0 0 0 1c. C.P. Deming 1m. L.A. Sugg 0 0 0 0 0 0 1d. L.R. Dickerson The Board of Directors recommends you vote FOR 0 0 0 proposals 2, 3Notice and 4. For Against Abstain 1e. R.W. Jenkins 2. Advisory vote on executive compensation. 0 0 0 0 0 0 1f. E.W. Keller 3. Approval of the proposed 2020 Long-Term 0 0 0 0 0 0 Incentive Plan. 1g. J.V. Kelley 4. Approval of the appointment of KPMG LLP as 0 0 0 0 0 0 independent registered public accounting firm for 2020. 1h. W. Mirosh 0 0 0 1i. R.M. Murphy NOTE: Such other business as may properly come 0 0 0 before the meeting or any adjournment thereof. 1j. J.W. Nolan 0 0 0 1k. R.N. Ryan, Jr. 0 0 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000451465_1 R1.0.1.18VOTEProxy Statement and Annual Report are available at www.proxyvote.com.

D39599-Z79224

MURPHY OIL CORPORATION

PROXY SOLICITED BY THE BOARD OF DIRECTORS

FOR ANNUAL MEETING MAY 12, 2021

The stockholder(s) whose name(s) appear(s) on the reverse side hereby appoint(s) Claiborne P. Deming and Roger W. Jenkins, or each of them, as the stockholder’s proxy or proxies, with full power of substitution, to vote all shares of Common Stock of Murphy Oil Corporation which the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held in a virtual-only format via live webcast at www.virtualshareholdermeeting.com/MUR2021 on May 12, 2021, at 10:00 a.m., Central Daylight Time, and any adjournments thereof, as fully as the stockholder(s) could if personally present.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE, BUT IF NONE ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2, 3 AND 4. AS FAR AS THE COMPANY KNOWS, THESE ARE THE ONLY MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. AS TO ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED AS PROXIES MAY VOTE THESE SHARES IN THEIR DISCRETION.

Murphy Oil Corporation encourages you to take advantage of one of the convenient ways to vote the shares for proposals to be covered at the Annual Meeting of Stockholders. Please take this opportunity to use one of the four voting methods detailed on the reverse side of this card to vote these shares.

Continued and to be signed on reverse side

LOGO

9805 KATY FREEWAY, SUITE G-200

HOUSTON, TEXAS 77024

LOGO

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of ~~information. Vote by~~information up until 11:59 ~~P.M. ET~~p.m. Eastern Time on ~~05/12/2020 for shares held directly and by 11:59 P.M. ET on 05/11/2020 for shares held in a Plan.~~May 11, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ~~300 PEACH STREET ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS P.O. BOX 7000 EL DORADO, AR 71731-7000 If you would like~~

During The Meeting - Go to ~~reduce~~www.virtualshareholdermeeting.com/MUR2021

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting ~~instructions. Vote by~~instructions up until 11:59 ~~P.M. ET~~p.m. Eastern Time on ~~05/12/2020 for shares held directly and by 11:59 P.M. ET on 05/11/2020 for shares held in a Plan.~~May 11, 2021. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:


	D39600-P50447	KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees For Against Abstain 1a. T.J. Collins 0 0 0 For Against Abstain 1b. S.A. Cossé 1l. N.E. Schmale 0 0 0 0 0 0 1c. C.P. Deming 1m. L.A. Sugg 0 0 0 0 0 0 1d. L.R. Dickerson The Board of Directors recommends you vote FOR 0 0 0 proposals 2, 3 and 4. For Against Abstain 1e. R.W. Jenkins 2. Advisory vote on executive compensation. 0 0 0 0 0 0 1f. E.W. Keller 3. Approval of the proposed 2020 Long-Term 0 0 0 0 0 0 Incentive Plan. 1g. J.V. Kelley 4. Approval of the appointment of KPMG LLP as 0 0 0 0 0 0 independent registered public accounting firm for 2020. 1h. W. Mirosh 0 0 0 1i. R.M. Murphy NOTE: Such other business as may properly come 0 0 0 before the meeting or any adjournment thereof. 1j. J.W. Nolan 0 0 0 1k. R.N. Ryan, Jr. 0 0 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000451465_1 R1.0.1.18

MURPHY OIL CORPORATION

The Board of Directors recommends you vote FOR the

following:

Election of Directors

Nominees:

For

Against

Abstain

1a.

T.J. Collins

☐

1b.

S.A. Cossé

☐

1c.

C.P. Deming

☐

1d.

L.R. Dickerson

☐

1e.

R.W. Jenkins

☐

1f.

E.W. Keller

☐

1g.

J.V. Kelley

☐

1h.

R.M. Murphy

☐

1i.

J.W. Nolan

☐

1j.

R.N. Ryan, Jr.

☐

1k.

N.E. Schmale

☐

1l.

L.A. Sugg

☐

The Board of Directors recommends you vote FOR proposals 2, 3, and 4.

For

Against

Abstain

Advisory vote on executive compensation.

☐

Approval of the proposed 2021 Stock Plan for Non-Employee Directors.

☐

Approval of the appointment of KPMG LLP as independent registered public accounting firm for 2021.

☐

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.


Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice &and Proxy Statement and Annual Report ~~is/~~ are available at www.proxyvote.com . MURPHY OIL CORPORATION PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING MAY 13, 2020 The stockholder(s) whose names(s) appear(s) on the reverse side hereby appoint(s) Claiborne P. Deming and Roger W. Jenkins, or each of them, as the stockholder's proxy or proxies, with full power of substitution, to vote all shares of Common Stock of Murphy Oil Corporation which the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at the South Arkansas Arts Center, 110 East 5th Street, El Dorado, Arkansas, on May 13, 2020 at 10:00 a.m., Central Daylight Time, and any adjournments thereof, as fully as the stockholder(s) could if personally present. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE, BUT IF NONE ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2, 3 AND 4. AS FAR AS THE COMPANY KNOWS, THESE ARE THE ONLY MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. AS TO ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED AS PROXIES MAY VOTE THESE SHARES IN THEIR DISCRETION. Murphy Oil Corporation encourages you to take advantage of one of the convenient ways to vote the shares for proposals to be covered at the Annual Meeting of Stockholders. Please take this opportunity to use one of the four voting methods detailed on the reverse side of this card to vote these shares. Continued and to be signed on reverse side 0000451465_2 R1.0.1.18Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com . MURPHY OIL CORPORATION PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING MAY 13, 2020 The stockholder(s) whose names(s) appear(s) on the reverse side hereby appoint(s) Claiborne P. Deming and Roger W. Jenkins, or each of them, as the stockholder's proxy or proxies, with full power of substitution, to vote all shares of Common Stock of Murphy Oil Corporation which the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at the South Arkansas Arts Center, 110 East 5th Street, El Dorado, Arkansas, on May 13, 2020 at 10:00 a.m., Central Daylight Time, and any adjournments thereof, as fully as the stockholder(s) could if personally present. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE, BUT IF NONE ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2, 3 AND 4. AS FAR AS THE COMPANY KNOWS, THESE ARE THE ONLY MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. AS TO ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED AS PROXIES MAY VOTE THESE SHARES IN THEIR DISCRETION. Murphy Oil Corporation encourages you to take advantage of one of the convenient ways to vote the shares for proposals to be covered at the Annual Meeting of Stockholders. Please take this opportunity to use one of the four voting methods detailed on the reverse side of this card to vote these shares. Continued and to be signed on reverse side 0000451465_2 R1.0.1.18www.proxyvote.com.

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/12/2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS 300 PEACH STREET If you would like to reduce the costs incurred by our company in mailing proxy P.O. BOX 7000 EL DORADO, AR 71731-7000 materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/12/2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees For Against Abstain 1a. T.J. Collins 0 0 0 For Against Abstain 1b. S.A. Cossé 1l. N.E. Schmale 0 0 0 0 0 0 1c. C.P. Deming 1m. L.A. Sugg 0 0 0 0 0 0 1d. L.R. Dickerson The Board of Directors recommends you vote FOR 0 0 0 proposals 2, 3 and 4. For Against Abstain 1e. R.W. Jenkins 2. Advisory vote on executive compensation. 0 0 0 0 0 0 1f. E.W. Keller 3. Approval of the proposed 2020 Long-Term 0 0 0 0 0 0 Incentive Plan. 1g. J.V. Kelley 4. Approval of the appointment of KPMG LLP as 0 0 0 0 0 0 independent registered public accounting firm for 2020. 1h. W. Mirosh 0 0 0 1i. R.M. Murphy NOTE: Such other business as may properly come 0 0 0 before the meeting or any adjournment thereof. 1j. J.W. Nolan 0 0 0 1k. R.N. Ryan, Jr. 0 0 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000451467_1 R1.0.1.18VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/12/2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS 300 PEACH STREET If you would like to reduce the costs incurred by our company in mailing proxy P.O. BOX 7000 EL DORADO, AR 71731-7000 materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/12/2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees For Against Abstain 1a. T.J. Collins 0 0 0 For Against Abstain 1b. S.A. Cossé 1l. N.E. Schmale 0 0 0 0 0 0 1c. C.P. Deming 1m. L.A. Sugg 0 0 0 0 0 0 1d. L.R. Dickerson The Board of Directors recommends you vote FOR 0 0 0 proposals 2, 3 and 4. For Against Abstain 1e. R.W. Jenkins 2. Advisory vote on executive compensation. 0 0 0 0 0 0 1f. E.W. Keller 3. Approval of the proposed 2020 Long-Term 0 0 0 0 0 0 Incentive Plan. 1g. J.V. Kelley 4. Approval of the appointment of KPMG LLP as 0 0 0 0 0 0 independent registered public accounting firm for 2020. 1h. W. Mirosh 0 0 0 1i. R.M. Murphy NOTE: Such other business as may properly come 0 0 0 before the meeting or any adjournment thereof. 1j. J.W. Nolan 0 0 0 1k. R.N. Ryan, Jr. 0 0 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000451467_1 R1.0.1.18

D39601-P50447

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com . MURPHY OIL CORPORATION PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING MAY 13, 2020 The stockholder(s) whose names(s) appear(s) on the reverse side hereby appoint(s) Claiborne P. Deming and Roger W. Jenkins, or each of them, as the stockholder's proxy or proxies, with full power of substitution, to vote all shares of Common Stock of Murphy Oil Corporation which the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at the South Arkansas Arts Center, 110 East 5th Street, El Dorado, Arkansas, on May 13, 2020 at 10:00 a.m., Central Daylight Time, and any adjournments thereof, as fully as the stockholder(s) could if personally present. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE, BUT IF NONE ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2, 3 AND 4. AS FAR AS THE COMPANY KNOWS, THESE ARE THE ONLY MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. AS TO ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED AS PROXIES MAY VOTE THESE SHARES IN THEIR DISCRETION. Murphy Oil Corporation encourages you to take advantage of one of the convenient ways to vote the shares for proposals to be covered at the Annual Meeting of Stockholders. Please take this opportunity to use one of the four voting methods detailed on the reverse side of this card to vote these shares. Continued and to be signed on reverse side 0000451467_2 R1.0.1.18Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com . MURPHY OIL CORPORATION PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING MAY 13, 2020 The stockholder(s) whose names(s) appear(s) on the reverse side hereby appoint(s) Claiborne P. Deming and Roger W. Jenkins, or each of them, as the stockholder's proxy or proxies, with full power of substitution, to vote all shares of Common Stock of Murphy Oil Corporation which the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at the South Arkansas Arts Center, 110 East 5th Street, El Dorado, Arkansas, on May 13, 2020 at 10:00 a.m., Central Daylight Time, and any adjournments thereof, as fully as the stockholder(s) could if personally present. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE, BUT IF NONE ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2, 3 AND 4. AS FAR AS THE COMPANY KNOWS, THESE ARE THE ONLY MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. AS TO ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED AS PROXIES MAY VOTE THESE SHARES IN THEIR DISCRETION. Murphy Oil Corporation encourages you to take advantage of one of the convenient ways to vote the shares for proposals to be covered at the Annual Meeting of Stockholders. Please take this opportunity to use one of the four voting methods detailed on the reverse side of this card to vote these shares. Continued and to be signed on reverse side 0000451467_2 R1.0.1.18
MURPHY OIL CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING MAY 12, 2021
The stockholder(s) whose name(s) appear(s) on the reverse side hereby appoint(s) Claiborne P. Deming and Roger W. Jenkins, or each of them, as the stockholder’s proxy or proxies, with full power of substitution, to vote all shares of Common Stock of Murphy Oil Corporation which the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held in a virtual-only format via live webcast at www.virtualshareholdermeeting.com/MUR2021 on May 12, 2021, at 10:00 a.m., Central Daylight Time, and any adjournments thereof, as fully as the stockholder(s) could if personally present.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE, BUT IF NONE ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2, 3 AND 4. AS FAR AS THE COMPANY KNOWS, THESE ARE THE ONLY MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. AS TO ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED AS PROXIES MAY VOTE THESE SHARES IN THEIR DISCRETION.
Murphy Oil Corporation encourages you to take advantage of one of the convenient ways to vote the shares for proposals to be covered at the Annual Meeting of Stockholders. Please take this opportunity to use one of the four voting methods detailed on the reverse side of this card to vote these shares.
Continued and to be signed on reverse side


PROPOSAL 1 Election of Directors			1

Who We Are			2

How We are Selected, Evaluated and Comprised			98

How We are Organized and Operate			11

How We are Compensated			14

How You Can Communicate with Us			16

PROPOSAL 2 Advisory Vote to Approve Executive Compensation			17

Compensation Discussion and Analysis			19

Executive Summary			20

~~2019~~CEO Compensation ~~Actions and Program Outcomes~~			2221

Compensation and Corporate Governance Policies			2522

Stockholder Engagement			24

Elements of Compensation			2725

Compensation ~~Policies~~Oversight and Processes			34

~~Guiding Principles~~			37

Executive Compensation Committee Report			3836

Executive Compensation			3937



Our Stockholders			4948

PROPOSAL 3 Approval of the Proposed ~~2020~~2021 ~~Long-Term Incentive~~Stock Plan for Non-Employee Directors			5251

Audit Committee Report			5755

PROPOSAL 4 Approval of Appointment of Independent Registered Public Accounting Firm			5856

General Information about the Annual Meeting			6058

Proxy Statement Summary and Users’ Guide			6159

Exhibit A – Proposed ~~2020 Long-Term~~2021 Stock Plan for ~~Incentive Plan~~Non-Employee Directors			6462

Annex			7368


		Our People

Date: Wednesday, May 12, 2021
~~May 13, 2020~~Time: 10:00 a.m. Central Daylight Time / 11:00 a.m. Eastern Daylight Time
~~10:00 A.M. CDT~~

~~South Arkansas Arts Center~~
~~110 East 5th Street~~
~~El Dorado, Arkansas 71730~~Virtual Location: www.virtualshareholdermeeting.com/MUR2021