DEF 14A of Delek US Holdings, Inc., Mar 20, 2025

DEF 14A of Delek US Holdings, Inc.

Filed Mar 20, 2025 · FY20240001140361-25-009658

Open on EDGAR

  1. Governance Guidelines and Code of Business Conduct & Ethics

    | • | Director compensation and orientation; and |

  2. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  3. Compensation Process

    | 2024 Non-Employee Director Compensation | | | Annual Base Retainer Fee | $115,000 | | Chair Fee: Audit Committee | $15,000 | | Chair Fee: Human Capital and Compensation Committee | $12,000 | | Chair Fees: Nominating and Corporate Governance Committee, Environmental, Health and Safety Committee, and Technology Committee | $8,000 | | Annual Equity Award* | $145,000 | | Lead Independent Director Fee | $25,000 |

  4. Compensation Process

    | 2024 Director Compensation | | | | | | | | Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | Option Awards | Changes in Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Christine Benson Schwartzstein (4) | $109,629 | $196,810 (5) | — | — | — | $306,439 | | William J. Finnerty | $140,000 | $144,976 | — | — | — | $284,976 | | Richard J. Marcogliese | $123,000 | $144,976 | — | — | — | $267,976 | | Leonardo Moreno | $115,000 | $144,976 | — | — | — | $259,976 | | Gary M. Sullivan, Jr. | $145,000 (6) | $144,976 | — | — | — | $289,976 | | Vasiliki (Vicky) Sutil | $123,000 | $144,976 | — | — | — | $267,976 | | Laurie Z. Tolson | $123,000 | $144,976 | — | — | — | $267,976 | | Shlomo Zohar | $127,000 | $144,976 | — | — | — | $271,976 |

  5. Non-Employee Director Compensation for 2025

    Non-Employee Director Compensation for 2025 The Human Capital and Compensation Committee and the Board review data and analysis provided by its independent compensation consultant, Pay Governance, in conjunction with other factors and the objectives discussed above in setting non- employee. For 2025, the only change to the Company’s non-employee director compensation is that Mr. Yemin will receive an annual Board Chair fee of $150,000 in addition to his annual base retainer, which commenced on becoming non-executive Chairman of the Board on January 1, 2025.

  6. Non-Employee Director Compensation for 2025

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 26 |

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, ten directors are to be elected to hold office until the 2026 Annual Meeting and until their successors are duly elected and qualified or until their earlier termination of service. All director nominees are currently serving on our Board. The Board has determined that each of Messrs. Finnerty, Marcogliese, Moreno, Sullivan, and Zohar and Mses. Benson, Sutil, and Tolson qualifies as an independent director under applicable SEC rules and regulations and the rules of the NYSE. We believe that each director nominee will be able to stand for election. All nominees have consented to be named and have indicated their intent to serve if elected. If any nominee becomes unable to stand for election, proxies in favor of that nominee will be voted in favor of any substitute nominee named by the Board. If you do not wish your shares to be voted for one or more of the nominees, you may so indicate when you vote by withholding your vote for the particular nominee. The persons named in the enclosed proxy card intend to vote the proxy for the election of each of the ten nominees, unless you indicate on the proxy card that your vote should be withheld from any of the nominees. Biographies for each director nominee are set forth below. Except as listed in their biographies, no director has served as a director of a publicly traded company or a registered investment company in the past five years. The Company’s Bylaws require majority voting in uncontested elections of directors. Accordingly, a nominee for director is only elected if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” that nominee’s election at a meeting at which a quorum is present in person or represented by proxy. Shares that are not voted in the election of directors, including abstentions and broker non-votes, have no direct effect in the election of directors. Those shares, however, are taken into account in determining whether a sufficient number of shares are present to establish a quorum. The Board has adopted a director resignation policy (the “Policy”) in the event that an incumbent director fails to receive the required number of votes for re-election in an uncontested election. The Policy requires that a director who fails to receive the required number of votes for re-election in an uncontested election will tender his or her resignation to the Chair of the Board for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board concerning its acceptance or rejection. In doing so, the Nominating and Corporate Governance Committee will consider all factors deemed relevant, including, but not limited to, the stated reason why stockholders voted against the director’s re-election, the director’s qualifications, and whether the director’s resignation would be in the best interests of the Company and its stockholders. The Board will then consider information, factors, and alternatives considered by the Nominating and Corporate Governance Committee in making its ultimate decision of whether to accept or reject the director’s resignation. The Board of Directors recommends a vote “FOR” each of the following nominees.

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 27 |

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    | Ezra Uzi Yemin Director since: 2001 Age: 56 | Business Experience: Mr. Yemin has served as the Chairman of our Board since December 2012. He served as the Executive Chairman of the Board from June 2022 through December 2024. Mr. Yemin served as our Chief Executive Officer from June 2004 to June 2022, and as our President from April 2001 to June 2022. He also served as the Chairman of the Board of Directors and Chief Executive Officer of Delek Logistics GP, LLC, the general partner of Delek Logistics Partners, LP, from April 2012 to June 2022, and now serves as the Chairman of the board of directors since June 2022. | | | Qualifications: The Board believes that Mr. Yemin’s significant leadership experience with the Company as well as his extensive industry experience make him a valuable asset to the Board. |

  10. PROPOSAL 1: ELECTION OF DIRECTORS

    | Avigal Soreq Director since: 2022 Age: 47 | Business Experience: Mr. Soreq joined the Company as Chief Executive Officer and President and as President of Delek Logistics in June 2022. Mr. Soreq was also appointed as one of our directors in June 2022. Previously, he served as Chief Executive Officer of El Al Airlines, an Israeli airline, from January 2021 until May 2022. Prior to that, Mr. Soreq served in several roles at the Company from December 2012 through 2020, including Chief Operating Officer, Chief Commercial Officer, Executive Vice President and Vice President. Mr. Soreq also served on the Board of Directors of Alon USA Energy, Inc. from 2015 to 2017. Before joining the Company, Mr. Soreq worked for SunPower Corporation (NASDAQ: SPWR), and previously as a senior finance and business consultant for Trabelsy & Co., and as a consultant in the corporate finance department for KPMG’s Tel-Aviv office. Mr. Soreq served in the Israeli Air Force in various roles between 1996 and 2004 and reached the rank of Major. Mr. Soreq is a certified public accountant in Israel. | | | Qualifications: The Board believes that Mr. Soreq’s service on the Board provides it with important interaction with, and access to, management’s principal policy-maker that facilitates the Board’s development and implementation of Company policies. In addition, his extensive industry experience, leadership skills and knowledge of the Company make him well-qualified to serve on our Board. |

  11. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 28 |

  12. PROPOSAL 1: ELECTION OF DIRECTORS

    | Christine Benson Schwartzstein Director since: 2024 Age: 44 Committees: • EHS • Technology | Business Experience: Ms. Benson has over 20 years of experience in natural resources risk management, capital markets, and investing. She is currently a director and member of the Audit Committee of Apollo Infrastructure Company LLC, which owns, operates and provides capital for infrastructure assets. She is also currently a director and member of the Nominating and Corporate Governance Committee and Risk oversight Committee of Talen Energy Corporation (NASDAQ: TLN), an independent power producer and infrastructure company. Ms. Benson serves on the Audit Committee of the board of directors of Apollo Infrastructure and on the Nominating and Corporate Governance and Risk Oversight Committees of the board of directors of Talen. Ms. Benson is also a director of Just Energy (U.S.) Corp., a leading independent distributor of electricity and natural gas in the United States. She previously served as a member of the Senior Advisory Board of Orion Infrastructure Capital, an infrastructure investment firm, until 2023 after serving as a Managing Director and Investment Principal from 2021 to 2022. Before joining Orion Infrastructure Capital, Ms. Benson spent 17 years in various roles at Goldman Sachs & Co. Most recently, she was a Managing Director in the Financing Group on the Structured Finance and Risk Management team in the Investment Banking Division; there she was responsible for the firm’s commodity structured finance efforts within Investment Banking. Prior to that, Ms. Benson was a Managing Director on the Energy Sales and Structuring teams in the Securities Division. She began her career at Goldman Sachs in 2004 as an analyst on the Energy team. Ms. Benson received an A.B. in Earth and Planetary Sciences, magna cum laude, from Harvard University in 2004. | | | Qualifications: The Board believes that Ms. Benson’s extensive experience in risk management, capital markets, and green energies as well as her background in natural resources and investing will provide the Board with instrumental insights. |

  13. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 29 |

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    | William J. Finnerty Director since: 2014 Age: 76 Committees: • NCG • EHS • HCC | Business Experience: Mr. Finnerty has served as our Lead Independent Director since May 2023, a position he previously held from November 2015 until February 2020. Mr. Finnerty previously served as a member of the Human Capital and Compensation Committee from 2014 until May 2023 and its Chairperson from February 2020 until May 2023. Mr. Finnerty has over 40 years of experience leading businesses in the petroleum and refining industry. From 2011 until 2012, he served as a member of the board of directors of CVR Energy Inc. (NYSE: CVI) where he chaired the environmental, health and safety committee and was a member of the nominating and corporate governance committee. Prior to retiring from Tesoro Corporation in 2010, he served as its executive vice president, strategy and corporate development and as its chief operating officer. Mr. Finnerty served on the board of directors of the National Petrochemical and Refiners Association (now known as the American Fuel & Petrochemical Manufacturers) from 2005 to 2010 and was its vice chairman from 2007 to 2010. Mr. Finnerty’s career began with Texaco, Inc. in 1970. Since then, he also held executive positions with Equiva Trading Company and Chevron Corporation (NYSE: CVX). | | | Qualifications: The Board believes that Mr. Finnerty’s experience in all facets of the downstream sector with both integrated major oil companies and independent refiners, as well as his expertise in strategic considerations, provide significant value to the Company. |

  15. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 30 |

  16. PROPOSAL 1: ELECTION OF DIRECTORS

    | Richard J. Marcogliese Director since: 2020 Age: 72 Committees: • EHS, Chair • Audit • HCC | Business Experience: Mr. Marcogliese has over 40 years of experience in the refining industry. He is currently the principal of iRefine, LLC, a privately-owned petroleum refining consulting company. From 2011 to 2019 Mr. Marcogliese served as an executive advisor of Pilko & Associates L.P., a private chemical and energy advisory company. Mr. Marcogliese has served as a director of Cenovus Energy, Inc. since 2016 and serves as the chair of the safety, sustainability and reserves committee and as a member of the audit committee. From 2000 to 2010, he worked for Valero Energy Corporation where he held increasingly senior positions, including serving as executive vice president and chief operating officer from 2007 to 2010. Prior to joining Valero, Mr. Marcogliese worked for ExxonMobil Corporation for over 25 years. Mr. Marcogliese also served as an operations advisor to NTR Partners III LLC, a private investment company, from 2013 to 2017, and to the chief executive officer of Philadelphia Energy Solutions, from 2012 to 2016. Mr. Marcogliese is a past chair of the Western States Petroleum Association. Mr. Marcogliese holds a Bachelor of Engineering degree in Chemical Engineering from the New York University School of Engineering and Science. | | | Qualifications: The Board believes that Mr. Marcogliese’s vast experience in the refining industry and background in operations, consulting, and strategic planning provide the Board with invaluable insights as the Company continues to execute on our growth strategy. |

  17. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 31 |

  18. PROPOSAL 1: ELECTION OF DIRECTORS

    | Leonardo Moreno Director since: 2022 Age: 46 Committees: • Audit • Technology | Business Experience: Mr. Moreno has 20 years of experience in the energy industry. Since July of 2023 he has served as Chief Executive Officer of Zelestra, a multinational corporation specializing in the development, engineering, construction, commercialization, and operation of large-scale renewable projects. Mr. Moreno also served as President of AES Clean Energy from 2020 to 2023. Prior to being President, Mr. Moreno held various Executive positions with AES Corporation, including Senior Vice President, Corporate Strategy & Investments and Chief Commercial Officer from 2017 to 2020, Chief Financial Officer, Europe from 2015 to 2016, and other leadership roles related to strategy, finance, commercial, investments, mergers and acquisitions, and sustainability. Mr. Moreno has also served as Chairman of the Board of the American Clean Power Association from 2022 to 2023, director of AES Brasil Energia S.A. (AESB3:BZ) from 2018 to February 2022 and as an alternate director of AES Andes S.A. (AESANDES.SN) since 2018. Mr. Moreno also served as a Senior Auditor for Ernst & Young in Brazil from 2003 to 2005. Mr. Moreno holds a Bachelor of Arts in Business Administration from Universidade Federal de Minas Gerais, Brazil and has continued his education through executive business and leadership programs at the London Business School, Harvard Business School, Georgetown University and the University of Virginia. | | | Qualifications: The Board believed that Mr. Moreno’s extensive experience in the renewable energy industry provides the Board with valuable expertise as the Company navigates the changing face of the energy industry. |

  19. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 32 |

  20. PROPOSAL 1: ELECTION OF DIRECTORS

    | Gary M. Sullivan, Jr. Director since: 2015 Age: 78 Committees: • Audit, Chair • NCG • Technology | Business Experience: Mr. Sullivan previously served as a member of the Human Capital and Compensation Committee from August 2019 through July 2024. Mr. Sullivan previously served as a member of the board of directors of Delek Logistics GP, LLC and the chair of its audit committee from 2012 until 2015. Mr. Sullivan is a certified public accountant, a certified global management accountant and has completed the National Association of Corporate Directors’ Cyber-Risk Oversight Program and holds the Fundamentals of Sustainability Accounting credential from the International Financial Reporting Standards Foundation. Mr. Sullivan was a faculty member at Virginia Commonwealth University’s School of Business from 2012 to mid-2022 where he taught accounting and auditing. From 2009 to 2012, Mr. Sullivan was a private investor. From 1975 through 2009, Mr. Sullivan served in various roles with Deloitte & Touche LLP culminating in the role of senior client partner from 2004 through 2009 where he worked with public companies, including sponsors of master limited partnerships. Mr. Sullivan retired from the U.S. Navy as a Captain in 1990 after serving in various naval aviation and naval reserve intelligence assignments. Mr. Sullivan holds a Bachelor of Arts in economics from the University of Virginia and a Master of Business Administration from Tulane University. Additionally, Mr. Sullivan completed the Association of International Certified Professional Accountants Certificate in Fundamentals of ESG and Certificate in Cybersecurity Fundamentals for Finance Professionals. | | | Qualifications: The Board believed that Mr. Sullivan’s experience as a certified public accountant and partner with Deloitte & Touche LLP provides the Board with valuable expertise in matters involving finance and accounting. |

  21. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 33 |

  22. PROPOSAL 1: ELECTION OF DIRECTORS

    | Vasiliki (Vicky) Sutil Director since: 2019 Age: 60 Committees: • NCG, Chair • EHS • Audit | Business Experience: Ms. Sutil has over 30 years of experience in the petroleum and refining industry. Ms. Sutil has served on the board of Antero Resources Corporation (NYSE: AR) since 2019 and has chaired their ESG Committee since May 2020. From July 2017 to January 2020, she worked with SK E&P Company focused on strategic planning, and from 2014 to 2016, Ms. Sutil worked with California Resources Corporation as Vice President of Commercial Analysis for CRC Marketing, Inc. From 2000 to 2014 she worked with Occidental Petroleum Corporation in various capacities including roles in Corporate Development, Mergers and Acquisitions and Financial Planning. Ms. Sutil has additional experience with ARCO Products Company and Mobil Oil Corporation working as a Project Engineer and Business Analyst in the Refining and Marketing Divisions. From 2010 to 2015, Ms. Sutil served as a member of the board of directors of Plains All American Pipeline, L.P. (NASDAQ: PAA), and from 2013 to 2015 Ms. Sutil served as a member of the board of directors of Plains GP Holdings. L.P. Ms. Sutil holds a Bachelor of Science Degree in Mechanical Engineering with an emphasis in Petroleum Engineering from the University of California, Berkeley and an MBA from Pepperdine University. Additionally, Ms. Sutil is Corporate Directorship certified by the National Association of Corporate Directors (NACD). | | | Qualifications: The Board believed that Ms. Sutil’s varied experience in the refining and petroleum industry provides the Board with valuable expertise in energy industry matters. |

  23. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 34 |

  24. PROPOSAL 1: ELECTION OF DIRECTORS

    | Laurie Z. Tolson Director since: 2021 Age: 64 Committees: • Technology, Chair • NCG • HCC | Business Experience: Since March 2020, Ms. Tolson has been the chief executive officer of Tolson Consulting Company, where she advises companies on digital transformation strategies. Ms. Tolson has served on the board of directors for Landys & Gyr (SIX: LAND) since July 2021 and serves on the remuneration committee. Ms. Tolson served on the board of directors of Fenix Marine Services from 2020 to 2022 when it was sold. From 2017 to 2020, Ms. Tolson served as the chief digital officer of GE Transportation, a division of Wabtec Corporation, which manufactures equipment for the railroad, marine, mining, drilling and energy generation industries. Prior to that, Ms. Tolson worked at ABB Ltd. (NYSE: ABB), a publicly-traded manufacturer of electrification, industrial automation, and robotics and motion products. At ABB, Ms. Tolson served as executive vice president of research and development, product management and marketing from 2012 to 2016, and then as global head of the enterprise software group from 2016 to 2017. Ms. Tolson’s experience also includes five years as vice president, software, at Dell Inc., and 13 years as vice president, Java software group, at Sun Microsystems, Inc. Ms. Tolson attended Point Loma Nazarene University where she graduated with a Bachelor of Arts degree in business administration and economics and minor in computer science, and she holds an MBA from National University in La Jolla, California. Ms. Tolson has completed the National Association of Corporate Directors’ Cyber-Risk Oversight Program. | | | Qualifications: The Board believes that Ms. Tolson’s many years of experience at the intersection of technology and the energy and transportation industries provide important expertise as the Board navigates technological developments in the petroleum industry. |

  25. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 35 |

  26. PROPOSAL 1: ELECTION OF DIRECTORS

    | Shlomo Zohar Director since: 2010 Age: 73 Committees: • HCC, Chair • Audit • Technology | Business Experience: Mr. Zohar served as Chairperson of the Governance Committee from 2013 until February 2020. Mr. Zohar also served as our Lead Independent Director from February 2020 until May 2023. Mr. Zohar has worked as an independent consultant in the financial services sector since 2006. Between 2006 and 2009, Mr. Zohar served as a member and chair of the boards of directors of Israel Discount Bank Ltd., Mercantile Discount Bank Ltd., Israel Discount Capital Markets & Investments Ltd. and Israel Credit Cards, Ltd. During this time, Mr. Zohar also served as a member and vice chair of the board of directors of Israel Discount Bank of New York and as a member of the board of directors of Discount Bancorp, Inc. | | | Qualifications: The Board believes that Mr. Zohar’s financial industry experience provides the Board with valuable expertise in the Company’s financial and accounting matters. |

  27. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 36 |

  28. Compensation Highlights for Fiscal 2024

    | ■ | Compensation is paid in a mix of base salary; annual cash-based incentives under our Annual Incentive Plan (“AIP”); and equity-based long-term incentive awards (consisting of equal amounts of Restricted Stock Units (“RSUs”) and Performance-based Restricted Stock Units (“PSUs”)). |

  29. Compensation Highlights for Fiscal 2024

    | ■ | Our equity-based long-term incentive program is intended to attract, motivate, and retain participants, and to enhance stockholder value through the use of non-cash, equity incentive compensation opportunities. In 2024 as in past years, 50% of the target value of each executive’s long-term incentive opportunity was granted in time vesting RSUs allocated evenly between Company stock and Delek Logistics common units, and 50% was granted in performance-vesting PSUs. The time-vesting RSUs vest on a quarterly basis over a three-year period and the PSU grants are earned based on our total shareholder return (“TSR”) relative to 24 companies in the S&P 400 Energy Index in four tranches with three one-year performance periods (2024, 2025, and 2026) and a single three-year performance period (2024-2026), with earned PSUs vesting at the end of the three-year period. |

  30. Summary of Compensation Actions for 2024 and 2025

    | | The Human Capital and Compensation Committee approved payouts under the 2024 AIP for 2024 at 35% of target for the Company’s executive officers, including our NEOs, based on the Company’s significant achievements toward its Sum of the Parts initiatives. |

  31. Summary of Compensation Actions for 2024 and 2025

    | | PSUs measuring TSR relative to peers were granted in 2022 for the 2022 through 2024 performance periods reach the threshold level payout. Awards granted in 2022, for the 2022 to 2024 performance periods achieved the 29th percentile ranks, resulting in 57% achievement. |

  32. Summary of Compensation Actions for 2024 and 2025

    | | The Human Capital and Compensation Committee approved an Annual Incentive Plan for the 2025 fiscal year (the “2025 AIP”) applicable to executive officers. Under the 2025 AIP, payment of awards will be based on the Company’s Adjusted EBITDA for the year ending December 31, 2025. Under the 2025 AIP, annual bonuses will be capped at target based on our non-financial measures for our executive officers unless the Company’s Adjusted EBITDA for the year ending December 31, 2025 equals or exceeds a $404 million EBITDA threshold. If this threshold is achieved, the 2025 AIP will be funded and the payouts will be determined based on Company Adjusted EBITDA achievement, and operating metrics. |

  33. Summary of Compensation Actions for 2024 and 2025

    | | The Human Capital and Compensation Committee approved long-term incentive awards to our named executive officers under the Company’s 2016 Long-Term Incentive Plan (the “2016 Equity Plan”). The awards consist of RSUs and PSUs. The RSUs generally vest quarterly in equal amounts through the third anniversary of the grant date (provided the initial installment that would otherwise vest three months following the grant date will instead vest with the second installment six months following the grant date), subject to the employee’s continued employment with the Company. One-half of the RSUs entitle the holder to Company stock upon vesting and one half of the RSUs entitle the holder to Delek Logistics common limited partner units upon vesting. |

  34. Summary of Compensation Actions for 2024 and 2025

    One-half of the PSUs granted in 2025 relate to Company stock and one-half relate to Delek Logistics common limited partner units. The respective PSUs vest at the end of the applicable three-year performance period based on our relative total shareholder return (“TSR”), which we define generally as appreciation in the Company’s stock price plus all dividends paid during the applicable performance period, relative to the performance of a group of 25 companies in the S&P 400 Energy Index identified by the Human Capital and Compensation Committee. Our NEOs may earn from 0% to 200% of the PSUs granted based on certain performance standards.

  35. Compensation Overview, Objectives and Philosophy

    | • | Align the long-term economic interests of our executives with our stockholders by providing a meaningful portion of executive compensation in the form of equity awards. |

  36. Elements of Our Compensation

    | ■ | Fixed Compensation: Base salaries, pre-determined severance, limited fringe benefits and perquisites and other benefits are primarily intended to attract and retain our executive officers by providing reliable compensation that is not contingent upon short-term or long-term objectives. |

  37. Elements of Our Compensation

    | ■ | Annual Incentive Compensation: |

  38. Elements of Our Compensation

    | ■ | Long-Term Incentive Compensation: Long-term incentive compensation in 2024 included grants of time-vesting RSUs and performance-based PSUs. |

  39. Compensation Setting Process

    Compensation Setting Process The Human Capital and Compensation Committee is responsible for determining the amount and mix of total compensation to be paid to our executive officers. In making these determinations for our NEOs other than Mr. Soreq, the Human Capital and Compensation Committee typically solicits the input and recommendations of Mr. Soreq. With respect to Mr. Soreq, the Human Capital and Compensation Committee recommends his compensation to the Board of Directors for approval. For all of our NEOs, the Human Capital and Compensation Committee references external consultant studies of our compensation programs. Our goal from each year is to develop an appropriate mix of fixed, annual incentive and long-term incentive compensation to attract and retain our executive officers while simultaneously incentivizing them to exert their best efforts to maximize near-term results and longer-term value for our stockholders. External Consultants We believe that, in some circumstances, external compensation consultants can provide valuable assistance to us in setting executive compensation. The Human Capital and Compensation Committee typically engages external compensation consultants to provide reports related to the design and amount of executive compensation and to evaluate achievement under performance awards. The Human Capital and Compensation Committee also engages compensation consultants to provide director compensation analyses and target compensation reports that are used to develop our director compensation framework. Finally, the Human Capital and Compensation Committee engages compensation consultants to assist us with the development of our annual cash bonus plans and the evaluation of achievement under

  40. Compensation Setting Process

    such plans. For 2024, the Human Capital and Compensation Committee retained Pay Governance LLC (“Pay Governance”), a nationally recognized independent executive compensation consultant, to provide the Human Capital and Compensation Committee advice on executive compensation matters going forward. We expect that, from time to time, the Human Capital and Compensation Committee will continue to reference data and guidance provided, and to be provided, by Pay Governance or similar external consultants in setting executive and director compensation. The Human Capital and Compensation Committee believes that Pay Governance is independent of management and provides the Committee with objective guidance. Benchmarking We believe that effective executive compensation practices depend upon the particular facts and circumstances of each employer and should not be dictated by the practices of others. However, we recognize there is competition for executive talent and we believe that referencing specific and aggregated compensation data from certain companies and groups of companies from time to time can be a useful tool in our decision-making process for all areas of our compensation framework. At its July 2024 meeting, the Human Capital and Compensation Committee approved a revised compensation peer group of twenty companies for use in 2024 (the “Comparator Group”). Pay Governance played a key role in identifying a broader set of companies to serve as peers based on the following characteristics:

  41. Variable Compensation and Promotion of a Long-Term Perspective

    Variable Compensation and Promotion of a Long-Term Perspective We increase the variable at-risk components of compensation for our executives as they progress in our organization while adjusting the ratio of short-term to long-term compensation to promote accountability and a long-term equity ownership culture. We structure our executive compensation program so that the proportion of variable versus fixed compensation increases as the role and responsibility of the executive increases. We believe this structure is appropriate as executives are best positioned to affect the Company’s

  42. Variable Compensation and Promotion of a Long-Term Perspective

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 43 |

  43. Variable Compensation and Promotion of a Long-Term Perspective

    performance. Therefore, we believe our executives should receive a substantial portion of their total compensation value in the form of long-term equity incentives that measure and reward the Company’s performance over a multiple year period. The table below illustrates that the actual percentage of variable pay relative to total compensation depends on the executive’s position within the Company. Generally, the higher the executive’s position within the Company, the greater the proportion of variable pay that is linked to Company performance and stockholder return metrics. Similarly, as an executive rises to positions of greater responsibility within our Company, short-term compensation begins to decrease proportionately relative to long-term compensation which, in most cases, begins to represent a greater proportion of the executive’s total compensation. Accordingly, the decision to emphasize variable elements for these individuals results in a reduced emphasis on fixed elements of compensation. In some cases, the variances between short-term and long-term compensation are related to tenure or initial compensation package provided upon hiring.

  44. Fixed Compensation

    | | Fixed vs. Variable Compensation | | Short vs. Long-Term Compensation | | | | % of Annual Compensation Fixed | % of Annual Compensation Variable (1) | % of Short-Term Compensation (1) | % of Long-Term Compensation | | Avigal Soreq | 13% | 87% | 8% | 92% | | Joseph Israel | 17% | 83% | 7% | 93% | | Denise McWatters | 26% | 74% | 10% | 90% | | Reuven Spiegel | 22% | 78% | 10% | 90% | | Ezra Uzi Yemin | 29% | 71% | 27% | 73% |

  45. Fixed Compensation

    | (1) The percent listed is based on the actual bonus payout for 2024. |

  46. Annual Incentive Compensation

    Annual Incentive Compensation Annual cash bonuses paid to our executive officers for a fiscal year are typically determined in the first quarter of the ensuing fiscal year and are intended to reward company-wide performance. No compensatory arrangement with any executive officer guarantees that an annual cash bonus will be paid to her or him each year. The decision to award annual cash bonuses to our executive officers, and the determination of the amounts thereof (if any), is the prerogative of the Human Capital and Compensation Committee and/or the Board. 2024 Annual Incentive Plan In February 2024, the Human Capital and Compensation Committee approved an Annual

  47. Annual Incentive Compensation

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 44 |

  48. Annual Incentive Compensation

    Incentive Plan for the 2024 fiscal year (the “2024 AIP”) applicable to executive officers. The Human Capital and Compensation Committee approved the financial, operational, safety and sustainability metrics for the 2024 AIP as set forth in the following table. In addition, the Human Capital and Compensation Committee included a multiplier to adjust payouts under the 2024 AIP up or down 35% based upon on the Committee’s assessment of achievement toward the Company’s Sum of the Parts strategy.

  49. Annual Incentive Compensation

    | 2024 AIP Performance Metrics | | | | | | | | | Category | Metric | Weight | Target | 0.5x | 1.0x | 1.5x | 2.0x | | Financial | EBITDA | 40% | 785.4 | 550.0 | 785.4 | 863.9 | 942.5 | | Financial | Fixed Opex and G&A Budgets | 15% | 1101.6 | See Chart Below | | | | | Operational | Solomon Availability (OA) | 15% | 96.0% | 94.0% | 96.0% | 96.6% | 97.2% | | HSE | LTIR (1) | 7.5% | 0.30 | 0.36 | 0.30 | 0.27 | 0.24 | | | TRIR (1) | 2.5% | 0.52 | 0.62 | 0.52 | 0.47 | 0.42 | | | Tier 1P (2) | 2.5% | 16 | 19 | 16 | 14 | 13 | | | PSE (2) | 6.3% | 12 | 14 | 12 | 11 | 10 | | | Environmental (2) | 6.3% | 46 | 55 | 46 | 41 | 37 | | Sustainability (3) | GHG | 2.5% | 15.35 | 18.42 | 15.35 | 13.82 | 12.28 | | | Human Capital | 2.5% | 1% | 0.50% | 1% | 1.50% | 2% | | Total | 100% | | | | | | | | | | | | | | | |

  50. Annual Incentive Compensation

    | Weight Multiple | 2.0x | 1.0x | 0.0x | | Achievement | 30.00% | 15.00% | 0.0% | | Metric | +/- 2.5% Target | < +5% Target | > +5% |

  51. Annual Incentive Compensation

    | (1) Safety as measured by each of (i) the Company’s total recordable incident rate (“TRIR”) and (ii) the Company’s days away, restricted or transferred rate (“DART”). |

  52. Annual Incentive Compensation

    | (2) Process safety management/environmental metrics as measured as follows: (i) Tier I events at company refining facilities under the OSHA Process Safety Management standard, (ii) PSE, and (iii) environmental metrics. |

  53. Annual Incentive Compensation

    | (3) Focus on greenhouse gas reduction initiatives and comprehensive hiring practices. |

  54. Annual Incentive Compensation

    2024 AIP Performance In February 2025, the Human Capital and Compensation Committee evaluated the performance of the Company under the 2024 AIP under each of the metrics described above. The Company’s 2024 Adjusted EBITDA did not meet the threshold level of $550 million, which resulted in no achievement under the performance metrics. The Human Capital and Compensation Committee then considered the achievements of the Company toward the Company’s Sum of the Parts strategy, including the following:

  55. Annual Incentive Compensation

    | • | Executing strategic midstream acquisitions in the H2O Midstream and Gravity acquisitions. |

  56. Annual Incentive Compensation

    | • | Strengthening the balance sheet through the sale of the Company’s retail operations for $390.2 million, raising $297.5 million |

  57. Annual Incentive Compensation

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 45 |

  58. Annual Incentive Compensation

    through public offerings of Delek Logistics common units, and extending long term debt maturities through the sale of $1,050.0 million of Delek Logistics notes due 2029.

  59. Annual Incentive Compensation

    | • | Completing intercompany transactions including the dropdown of the Wink to Webster Pipeline joint venture and the extension of intercompany agreements between the Company and Delek Logistics. |

  60. Annual Incentive Compensation

    In recognition of these accomplishments, the Human Capital and Compensation Committee applied the Sum of the Parts modifier of the 2025 AIP to pay out amounts at the 35% level. The following table illustrates each NEO’s opportunity under 2024 AIP as well as the actual bonus earned under the 2024 AIP for 2024 performance:

  61. Annual Incentive Compensation

    | | 2024 AIP Opportunities as a % of Base Salary | | | Actual 2024 AIP Earned | | | | Minimum | Target | Maximum | % of Base Salary | Dollar Value | | Avigal Soreq | 0% | 140% | 280% | 49% | $441,000 | | Joseph Israel | 0% | 90% | 180% | 32% | $189,000 | | Denise McWatters | 0% | 75% | 150% | 26% | $122,669 | | Reuven Spiegel | 0% | 90% | 180% | 32% | $189,000 | | Ezra Uzi Yemin | 0% | 140% | 280% | 49% | $245,000 |

  62. Annual Incentive Compensation

    Enterprise Optimization Plan As part of the Company’s efforts to reduce costs and promote efficiency, in 2024 the Company implemented an enterprise optimization initiative with a goal of at least a $100 million improvement in expenses through 2025. To support this initiative, in October 2024 the Human Capital and Compensation Committee approved an equity-based enterprise optimization incentive plan (the “EOP”). The EOP is focused on increasing the Company’s free cash flow via shared services outsourcing, improvements to refining operating expenses, commercial growth, and interest expense reduction, while also incentivizing retention of key employees. The EOP has a performance period ending December 31, 2025. Payouts would not occur unless the Company reaches at least $100 million in free cash flow (“FCF”) savings on a one-year run rate basis exiting 2025, using an average of the FCF savings in the third and fourth quarters of 2025 over the Company’s second quarter 2024 reported results. The following table sets forth the targets for the EOP.

  63. Annual Incentive Compensation

    | EOP FCF Metric | Average of Q3 and Q4 2025 Results | | | | Target | Max | | Annualized FCF Savings | $100 million | $200 million |

  64. Annual Incentive Compensation

    No payouts will occur unless the $100 million annualized run rate FCF savings are met. Furthermore, for any payment in excess of target, a stock price hurdle of 0-20% stock price improvement at any point from plan adoption through payout in March 2026 must be met, with payouts limited by the hurdle on a straight-line basis from 0% (at target) to 20% (for maximum payout). Payouts between the target and maximum payouts would be based on straight-line interpolation. The EOP metrics were designed with project level detail to enable assurance over the calculation of the chosen metrics through reviews by the Company’s internal audit function as well as audits of vesting estimates by the Company’s

  65. Annual Incentive Compensation

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 46 |

  66. Annual Incentive Compensation

    independent registered public accounting firm, EY, with any discrepancies to be reported to management and the Audit Committee prior to any vesting. Approximately 102 employees participate in the EOP, including our executive officers. EOP awards to our executive officers consisted of performance-vesting PSUs with a target payout of one times the executive’s target bonus, with a maximum payout of three times the executive’s target bonus. The Human Capital and Compensation Committee reserved the discretion to pay some or all of the ultimate award payout in cash, to be paid equally among all participants. Participants must remain in continuous service to the Company through the payout date to receive an award.

  67. Long-Term Incentives

    Long-Term Incentives The Human Capital and Compensation Committee believes that the grant of long-term compensation, primarily in the form of long-term equity incentive awards, to our executive officers is appropriate to attract, motivate and retain such individuals, and enhance stockholder value through the use of non-cash, equity incentive compensation opportunities. The Human Capital and Compensation Committee believes that the best interests of our stockholders would be most effectively advanced by enabling our executive officers, who are responsible for our management, growth and success, to receive compensation from time to time in the form of long-term incentive awards. Because the vesting of long-term awards is based upon continued employment with us, the awards are designed to provide our executive officers with an incentive to remain with us. Since long-term awards will increase in value in conjunction with an increase in the value of our Common Stock or other performance metrics, such awards are also designed to align the interests of our executive officers and our stockholders. Compensatory Arrangements and Long-Term Incentives No compensatory arrangement with any NEO guarantees that long-term incentive compensation will be awarded to her or him each year. The decision to award long-term incentive compensation to our NEOs, and the determination of the amounts thereof (if any), is the prerogative of the Human Capital and Compensation Committee and/or the Board. TSR performance awards are based on relative performance, with the payout determined based on the rank of the Company’s TSR (stock price plus all dividends paid during the applicable performance period) compared to the TSR of the peer group companies (see the list of companies below), over the three-year performance period, as well as for each year within the performance period. Shares may be earned each year if the performance criteria are met, or forfeited if the performance criteria are not met. Awards do not vest and payout until the end of the three-year performance period and are subject to the executive’s continued employment. The time-vested RSUs vest quarterly in equal amounts through the third anniversary of the grant date (provided the initial installment that would otherwise vest three months following the grant date will instead vest with the second installment six months following the grant date). The time vested RSUs are conditioned upon the employee’s continued employment with the Company. Equity Awards in 2024 In 2024, the Human Capital and Compensation Committee approved long-term incentive awards to our named executive officers under the 2016 Long-Term Incentive Plan (the “2016 Plan”). The awards have two components: (i) time-vested RSUs and (ii) PSUs. The time-vested RSUs generally vest quarterly in equal amounts through the third anniversary of the grant date (provided the initial installment that would otherwise vest three months following the grant date will instead vest with the second installment six months following the grant date). The time-vested RSUs are conditioned upon the employee’s continued employment with the Company. The PSUs granted to Messrs. Soreq, Israel and Spiegel and Ms. McWatters on March 10, 2024 were subject to performance periods beginning January 1, 2024 and ending December 31, 2024, beginning January 1, 2025 and ending

  68. Long-Term Incentives

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 47 |

  69. Long-Term Incentives

    December 31, 2025, beginning January 1, 2026 and ending December 31, 2026, and beginning January 1, 2024 and ending December 31, 2026. The PSUs vest at the end of the applicable performance period and are based on our relative TSR, which we define generally as appreciation in the Company’s stock price plus all dividends paid during the applicable performance period, relative to the performance of the peer group of companies identified by the Human Capital and Compensation Committee. Our named executive officers may earn from 0% to 200% of the PSUs granted based on the performance standards in the table below:

  70. Long-Term Incentives

    | Performance Level | Relative TSR | Payout (as a % of target) | | Below Threshold | < 25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | ≥ 75% Percentile | 200% |

  71. Long-Term Incentives

    The peer group used to evaluate TSR consisted of the following companies:

  72. Long-Term Incentives

    | Archrock, Inc. | Northern Oil and Gas, Inc. | ProPetro Services, Inc. | Nabors Industries Ltd. | | Comstock Resources, Inc. | SM Energy Company | Liberty Energy Inc. | Oil States International, Inc. | | Oceaneering International, Inc. | Core Laboratories Inc. | Helmerich & Payne, Inc. | Talos Energy Inc. | | Bristow Group Inc. | California Resources Corporation | REX American Resources Corporation | Vital Energy, Inc. | | World Kinect Corporation | Helix Energy Solutions Group, Inc. | RPC, Inc. | Dorian LPG Ltd. | | CVR Energy Inc. | Par Pacific Holdings | Green Plains Inc. | Patterson-UTI Energy, Inc. |

  73. Long-Term Incentives

    2016 Long-Term Incentive Plan In 2016, our stockholders approved our 2016 Plan, which succeeded our 2006 Long-Term Incentive Plan (the “2006 Plan”) adopted by our Board upon our initial public offering. The 2016 Plan allows us to grant stock options, stock appreciation rights (“SARs”), restricted stock, RSUs, performance awards and other stock-based awards to certain directors, officers, employees, consultants and other individuals who perform services for us or our affiliates. RSU and PSU awards under the 2016 Plan may be accompanied by dividend equivalent rights providing for a lump sum cash amount equal to the accrued dividends from the grant date of the RSU or PSU, which is paid in cash on the vesting date.

  74. Long-Term Incentives

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 48 |

  75. Long-Term Incentives

    The Human Capital and Compensation Committee generally administers the 2016 Plan, has discretion to select the persons to whom awards are made under the 2016 Plan, and prescribes the terms and conditions of each award under the 2016 Plan. The Board also has the power to administer the 2016 Plan. With respect to the application of the 2016 Plan to non-employee directors, the Board has sole responsibility and authority for matters relating to the grant and administration of awards. For a description of the Human Capital and Compensation Committee’s delegation of authority to grant equity awards, please see the narrative discussion of our Human Capital and Compensation Committee under the heading “Committees of the Board of Directors” in this Proxy Statement. Equity awards under the 2016 Plan are subject to exercise or base prices equal to (or greater than) the market price of our Common Stock on the grant date. We define the market price of our Common Stock as the NYSE closing price on the date of the grant, or the last previous NYSE closing price if the date of the grant occurs on a day when the NYSE is not open for trading. For a description of the equity awards made under the 2016 Plan in 2024 to our NEOs and directors, please see the narrative discussions and tables under the headings “Grants of Plan-Based Awards in 2024” and “2024 Director Compensation” in this Proxy Statement. We intend to continue our practice of providing long-term equity-based compensation under the 2016 Plan to our employees, including our NEOs, through time-vested grants with exercise or base prices equal to (or greater than) the fair market value of our Common Stock on the grant date. We also intend to continue our practice of making initial grants to newly hired executives, including future NEOs. The Human Capital and Compensation Committee does not currently consider gains or losses from prior equity awards in setting other elements of compensation.

  76. Fringe Benefits, Perquisites and Severance Provisions

    Fringe Benefits, Perquisites and Severance Provisions Our NEOs are eligible to participate in the benefit plans generally available to all of our employees, which include health, dental, life insurance, vision and disability insurance. We also sponsor a voluntary 401(k) Employee Retirement Savings Plan (“401(k) Plan”) for eligible employees (including our NEOs) administered by Fidelity Investments. Employees must be at least 21 years of age to participate in the 401(k) Plan. Prior to January 1, 2021, after the first anniversary of employment with us, provided such employee is at least 21 years of age and with at least 1,000 hours worked, we matched employee contributions to the 401(k) Plan, including those by our NEOs, on a fully vested basis up to a maximum of ten percent of eligible compensation. Because compensation limits imposed on qualified retirement plans by the Internal Revenue Code prevent certain of our executives, including our NEOs, from being able to contribute amounts to the 401(k) Plan sufficient to receive the full Company match of ten percent of eligible compensation, in 2019, we adopted the Delek US Holdings, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) that allows our executives, including our NEOs, to receive such matching contributions. The Deferred Compensation Plan allows participating executives, including our NEOs, to defer up to 50% of their base salary, and up to 100% of amounts payable under our annual incentive plan, and, prior to January 1, 2021, receive matching contributions as if they had been made under the 401(k) Plan up to a maximum of ten percent of eligible compensation. Since the 2008 tax year, we have reimbursed our executive officers for the cost of professional preparation of their income tax returns. Because our executive officers are typically among our most highly compensated employees, their personal tax returns may be examined in connection with examinations of our tax returns. In addition, Exchange Act reporting requirements expose the executive officers’ compensation to public scrutiny. We believe that encouraging our executive officers to seek professional tax advice will mitigate the personal risks that accompany the heightened scrutiny of their compensation, provide us with a retention and recruiting tool for executive officers, and protect us from the

  77. Fringe Benefits, Perquisites and Severance Provisions

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 49 |

  78. Fringe Benefits, Perquisites and Severance Provisions

    negative publicity that could surround an executive officer’s misstatement of his or her personal income tax liabilities. We currently have written employment arrangements with each of Messrs. Soreq, Israel and Spiegel, and Ms. McWatters. These employment arrangements generally provide for certain benefits to and commitments from each NEO, including:

  79. Fringe Benefits, Perquisites and Severance Provisions

    | • | Provisions requiring the confidentiality of Company information obtained by the executive during his or her employment; |

  80. Fringe Benefits, Perquisites and Severance Provisions

    | • | In some instances, non-competition and non-solicitation restrictions on the executive in the event of termination of his or her employment; and |

  81. Fringe Benefits, Perquisites and Severance Provisions

    | • | The provision of certain perquisites described above including reimbursement of certain tax preparation costs and, for Messrs. Soreq and Spiegel, the use of a Company-owned vehicle, and for Mr. Spiegel, reimbursement for certain rent expenses, which perquisites are more fully described in the Summary Compensation Table in this Proxy Statement. |

  82. Fringe Benefits, Perquisites and Severance Provisions

    In addition, these employment agreements, as well as the terms of the 2006 Plan, the 2016 Plan, and Delek Logistics LTIP, may require us to provide compensation or other benefits to our NEOs in connection with certain events related to a termination of employment or a change in control or exchange transaction. For a description of the terms of these arrangements, see “Potential Payments Upon Termination or Change-in-Control” in this Proxy Statement. We have established these arrangements because we believe that providing NEOs with compensation and benefit arrangements upon termination or a change in control or exchange transaction is necessary for us to be competitive with compensation packages of other companies in our industry and assists us in recruiting and retaining talented executives. In addition, formalizing these benefits provides us with certainty in terms of our obligations to an eligible executive in the event that our relationship with any such executive is terminated.

  83. Clawback Policy

    restricted stock, RSUs, PSUs, or other performance shares, phantom shares or SARs during the period subject to restatement or the period during which the fraud, intentional misconduct, gross negligence, or failure to monitor conduct or risk took place.

  84. Equity Award Policies and Practices

    Equity Award Policies and Practices Our policy is to grant equity awards on the tenth day of the third month of each quarter irrespective of when in such quarter the Human Capital and Compensation Committee approves to grant the equity award to our named executive officers. We do not grant equity awards in anticipation of the release of material nonpublic information nor time the release of material nonpublic information based on equity award grant dates for the purpose of affecting the value of executive compensation.

  85. Equity Award Policies and Practices

    | | Find more online | | The following may be found on the “Corporate Governance” page of our website at https://www.delekus.com/about/corporate-governance/: | | | Share Ownership and Retention Requirements for Directors and Executive Officers | | | Clawback Policy | | | Code of Business Conduct and Ethics | |

  86. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below summarizes the compensation for the fiscal year ended December 31, 2024 (and the two prior fiscal years) for (i) our principal executive officer (Mr. Soreq), (ii) our principal financial officer for the year ended December 31, 2024 (Mr. Spiegel), and (iii) our three other most highly compensated executive officers for the fiscal year ended December 31, 2024 (Ms. McWatters and Messrs. Israel and Yemin). We refer to these individuals collectively herein as our “named executive officers” or “NEOs.” The footnotes to the Summary Compensation Table set forth narrative discussions of the material factors necessary to understand the information disclosed in the table.

  87. Summary Compensation Table

    | Name Principal Position(s) | Fiscal Year | Salary (1) | Bonus (2) | Stock Awards (3) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation (4) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Avigal Soreq Chief Executive Officer and President | 2024 | 900,000 | 441,000 | 5,282,174 | — | — | 54,722 | 6,677,896 | | | 2023 | 880,000 | 1,120,000 | 3,623,101 | — | 1,948,100 | 152,096 | 7,723,297 | | | 2022 | 421,538 | — | 3,721,397 | — | 1,898,400 | 294,429 | 6,335,764 | | Joseph Israel EVP, President, Refining and Renewables | 2024 | 600,000 | 189,000 | 2,621,077 | — | — | 112,470 | 3,522,547 | | | 2023 | 438,462 | — | 1,100,897 | — | 759,000 | 236,831 | 2,535,190 | | Denise McWatters EVP, General Counsel, and Corporate Secretary | 2024 | 467,310 | 122,669 | 1,150,118 | — | — | 59,086 | 1,799,183 | | | 2023 | 400,000 | 300,000 | 724,611 | — | 474,375 | 26,064 | 1,925,050 | | | 2022 | 400,000 | — | 875,342 | — | 508,500 | 19,195 | 1,803,037 | | Reuven Spiegel EVP, Special Projects; former Chief Financial Officer | 2024 | 600,000 | — | 1,794,390 | — | 189,000 | 160,942 | 2,744,332 | | | 2023 | 580,000 | 375,000 | 1,057,004 | — | 825,413 | 120,284 | 2,957,701 | | | 2022 | 500,000 | — | 1,000,473 | — | 635,625 | 57,210 | 2,193,307 | | Ezra Uzi Yemin Chairman, former Executive Chairman (5) | 2024 | 500,000 | 245,000 | 652,971 | — | — | 341,470 | 1,739,441 | | | 2023 | 650,000 | 1,280,417 | 1,499,970 | — | 1,438,938 | 49,423 | 4,918,748 | | | 2022 | 937,500 | — | 9,253,982 | — | 2,170,306 | 79,109 | 12,440,898 |

  88. Summary Compensation Table

    | (1) Amounts shown represent 26 bi-weekly pay periods during each fiscal year and are not reduced to reflect the NEO’s contributions, if any, to the Company’s 401(k) Plan. Amounts shown are amounts actually earned by the NEO during the applicable fiscal year and reflect, to the extent applicable, the impact of any salary adjustments during the year. |

  89. Summary Compensation Table

    | (2) For 2024, the amounts reported in this column reflect payouts related to the Sum of the Parts modifier under the 2024 AIP. |

  90. Summary Compensation Table

    | (3) Amounts in this column represent the grant date fair value of PSUs, DK RSUs, and DKL RSUs granted under the 2016 Plan as calculated for financial statement reporting purposes. It does not represent the value of equity awards actually paid to the respective executives in any given year due to vestings and forfeitures. For the values of equity awards which actually vested in 2024, see the column titled “Stock Awards – Value Realized on Vesting” in the Option Exercises and Stock Vested Table below. |

  91. Summary Compensation Table

    The fair value of PSUs is calculated using a Monte-Carlo simulation model, which assumes a risk-free rate of interest of 4.25%, an expected term of 2.81 years and expected volatility of 51.41%. The EOP employs the Monte-Carlo simulation model, which presumes a risk-free rate of 4.13% and an expected term of 1.15 years. The fair value of RSUs is calculated using the closing price of our

  92. Summary Compensation Table

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 52 |

  93. Summary Compensation Table

    Common Stock and DKL’s common units on the date of the grant. Assumptions used in the calculation of these amounts for the 2024 fiscal year are included in footnote 20 to our audited financial statements for the 2024 fiscal year included in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. Because the fair value of PSUs is calculated differently than the fair value of RSUs, the grant date fair values for PSUs and RSUs covering identical quantities of shares may differ. If achievement of the highest level of performance conditions is assumed, the grant date fair value of the PSUs and RSUs granted in 2024 would be $8,239,844 for Mr. Soreq, $2,689,977 for Mr. Israel, $1,929,172 for Ms. McWatters, $2,992,587 for Mr. Spiegel, and $1,958,912 for Mr. Yemin. The grant date fair value of each PSU and RSU award in 2024 is set forth in the Grants of Plan-Based Awards in 2024 table on page 54.

  94. Summary Compensation Table

    | (4) For fiscal year 2024, this amount includes matching contributions to the Company’s 401(k) Plan in the amount of $38,410 for Mr. Soreq and $46,000 for each of Messrs. Israel, Spiegel and Yemin and Ms. McWatters, and group term life insurance premiums of $3,152 for Mr. Soreq, $3,177 for Mr. Israel, $13,086 for Ms. McWatters, $17,557 for Mr. Spiegel and $4,907 for Mr. Yemin. For Mr. Soreq, this amount also includes reimbursement in the amount of $8,910 for professional tax preparation fees, $3,250 for medical examination fees, and $1,000 for HSA employer contributions. For Mr. Israel, this amount also includes reimbursement in the amount of $4,000 for professional tax preparation fees, $3,250 for medical examination fees, and $63,293 for relocation services rendered in 2024. For Mr. Spiegel, this amount also includes reimbursement in the amount of $910 for phone expenses, $79,332 for rent, $3,250 for medical examination fees, and $13,893 for auto expenses. For Mr. Yemin, this amount also includes reimbursement in the amount of $25,000 for professional tax preparation fees, $1,037 in health center fees, and a payout of $264,526 related to accrued vacation days as of December 31, 2024, when Mr. Yemin ceased to be an employee of the Company. No other NEO had perquisites or other personal benefits in 2024 with an aggregate value in excess of $10,000. |

  95. Summary Compensation Table

    | (5) Mr. Yemin ceased being an employee on December 31, 2024 and remains on the Board of Directors as the Company’s non-executive Chairman. |

  96. Summary Compensation Table

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 53 |

  97. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information regarding plan-based awards granted to our NEOs during fiscal year 2024:

  98. Grants of Plan-Based Awards in 2024

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards (3) | | | Threshold | Target | Maximum | Grant Date | Threshold | Target | Maximum | | | | Soreq | — | $1,260,000 | $2,520,000 | 3/10/2024 | | | | 33,018 (4) | $874,977 | | | | | | 3/10/2024 | | | | 22,389 (5) | $874,962 | | | | | | 3/10/2024 | 6,604 | 13,207 | 26,414 | | $445,076 | | | | | | 3/10/2024 | 6,604 | 13,207 | 26,414 | | $452,472 | | | | | | 3/10/2024 | 6,604 | 13,208 | 26,416 | | $452,902 | | | | | | 3/10/2024 | 13,208 | 26,415 | 52,830 | | $1,006,412 | | | | | | 10/7/2024 | 31,111 | 62,222 | 186,666 | | $1,175,374 | | Israel | — | $540,000 | $1,080,000 | 3/10/2024 | | | | 9,433 (4) | $249,975 | | | | | | 3/10/2024 | | | | 6,397 (5) | $249,995 | | | | | | 11/11/2024 | | | | 53,908 (6) | $999,993 | | | | | | 3/10/2024 | 1,887 | 3,773 | 7,546 | | $127,150 | | | | | | 3/10/2024 | 1,887 | 3,773 | 7,546 | | $129,263 | | | | | | 3/10/2024 | 1,887 | 3,774 | 7,548 | | $129,410 | | | | | | 3/10/2024 | 3,774 | 7,547 | 15,094 | | $287,541 | | | | | | 10/7/2024 | 11,852 | 23,703 | 71,109 | | $447,750 | | McWatters | — | $352,502 | $705,003 | 3/10/2024 | | | | 6,603 (4) | $174,980 | | | | | | 3/10/2024 | | | | 4,477 (5) | $174,961 | | | | | | 3/10/2024 | 1,321 | 2,641 | 5,282 | | $89,002 | | | | | | 3/10/2024 | 1,321 | 2,641 | 5,282 | | $90,481 | | | | | | 3/10/2024 | 1,321 | 2,642 | 5,284 | | $90,594 | | | | | | 3/10/2024 | 2,642 | 5,283 | 10,566 | | $201,282 | | | | | | 10/7/2024 | 8,704 | 17,407 | 52,221 | | $328,818 | | Spiegel | — | $540,000 | $1,080,000 | 3/10/2024 | | | | 10,377 (4) | $274,991 | | | | | | 3/10/2024 | | | | 7,036 (5) | $274,967 | | | | | | 3/10/2024 | 2,075 | 4,150 | 8,300 | | $139,855 | | | | | | 3/10/2024 | 2,076 | 4,151 | 8,302 | | $142,213 | | | | | | 3/10/2024 | 2,076 | 4,151 | 8,302 | | $142,338 | | | | | | 3/10/2024 | 4,151 | 8,302 | 16,604 | | $316,306 | | | | | | 10/7/2024 | 13,333 | 26,666 | 79,998 | | $503,721 | | Yemin | — | $700,000 | $1,400,000 | 10/7/2024 | 17,284 | 34,567 | 103,701 | — | $652,971 |

  99. Grants of Plan-Based Awards in 2024

    | (1) Represents possible payouts under the 2024 AIP. |

  100. Grants of Plan-Based Awards in 2024

    | (2) The amounts in this column reflect the threshold, target, and maximum shares to be issued upon the vesting of PSUs. The PSUs granted to Messrs. Soreq, Israel, and Spiegel and Ms. McWatters on March 10, 2024 are subject to four different performance periods: January 1, 2024 and ending December 31, 2024, January 1, 2025 and ending December 31, 2025, January 1, 2026 and ending December 31, 2026, and January 1, 2024 and ending December 31, 2026. The PSUs granted to Messrs. Soreq, Israel, Spiegel, and Yemin and Ms. McWatters on October 7, 2024 are subject to a performance period beginning in the third quarter of 2024 and ending December 31, 2025 as described above with respect to the EOP. |

  101. Grants of Plan-Based Awards in 2024

    | (3) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes over the expected term of the grant. Assumptions used in the calculation of this amount for the 2024 fiscal year are included in footnote 20 to our audited financial statements for the 2024 fiscal year included in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. Because the fair value of PSUs is calculated differently than the fair value of RSUs, the grant date fair values for PSUs and RSUs covering identical quantities of shares may differ. |

  102. Grants of Plan-Based Awards in 2024

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 54 |

  103. Grants of Plan-Based Awards in 2024

    | (4) The amounts in this column reflect the Delek shares to be issued upon the vesting of RSUs granted under the 2016 Plan. The RSUs vest quarterly for three years, pro rata. |

  104. Grants of Plan-Based Awards in 2024

    | (5) The amounts in this column reflect the Delek Logistics common units to be issued upon the vesting of RSUs granted under the Delek Logistics 2012 Long-Term Incentive Plan. The RSUs vest quarterly for three years, pro rata. |

  105. Grants of Plan-Based Awards in 2024

    | (6) The amounts represent a one-time equity award granted under the 2016 Plan. This award vests quarterly over the course of one year. |

  106. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table

    Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table The following is a discussion of certain terms of the employment agreements with our NEOs that we believe are necessary to an understanding of the information disclosed in the Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table. Soreq Employment Agreement On May 28, 2022, we entered into an employment agreement with Mr. Soreq (as amended, the “Soreq Agreement”) with a fixed term ending on June 12, 2026. On November 6, 2024, we entered into an amendment extending the term through June 12, 2028. The term of the Soreq Agreement is evergreen after June 12, 2028 and non-renewal (in 2028 or any year thereafter) by the Company will be treated as a termination without Cause (as such term is defined in the Soreq Agreement). Under the Soreq Agreement, Mr. Soreq is entitled to an annual base salary of at least $800,000 and his annual target bonus will be 140% of his base salary, with a maximum payout opportunity of 200% of the target amount. The Soreq Agreement also provides that Mr. Soreq is eligible for annual grants under the Company’s 2016 Long-Term Incentive Plan in a target amount of at least $3,000,000 per year split evenly between time-vested RSUs and performance-based PSUs. The Soreq Agreement includes a noncompetition clause which provides that Mr. Soreq will not compete with the Company, directly or indirectly, in the geographic area defined in the agreement during its term and for one year thereafter. The Soreq Agreement also includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the Soreq Agreement and for one year thereafter. In addition to benefits available to the Company’s senior executive officers generally, the Soreq Agreement also provides reimbursement for the reasonable costs of professional preparation of his personal income tax returns, not to exceed $25,000 in any calendar year, and a Company provided car. In November 2024, in connection with the amendment to the Soreq Agreement, the Human Capital and Compensation Committee increased Mr. Soreq’s annual long-term incentive by $1,000,000 with no change in his annual base salary or annual bonus; provided that Mr. Soreq would only receive accrued compensation and benefits if Mr. Soreq terminates employment without Good Reason (as defined in the Soreq Agreement) and with six months written notice and provided that Mr. Soreq’s equity awards would vest in full in the event Mr. Soreq terminates his employment at such time when his age plus years of service with the Company equals or exceeds 65. Mr. Soreq also entered into a separate Change in Control Agreement with us as described below under the heading “Potential Payments Upon Termination or Change-In-Control” in this Proxy Statement. The Change in Control Agreement has a term that begins six months prior to a change in control and continues for 24 months following the change in control. Mr. Soreq may receive certain benefits upon the expiration or termination of his employment. Please see the narrative discussion under the heading “Potential Payments Upon Termination or Change-In-Control” in this Proxy Statement for further discussion of these terms. Israel Employment Agreement Effective as of March 27, 2023, we entered into an employment agreement with Mr. Israel that expires on March 27, 2027 (as amended, the “Israel

  107. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 55 |

  108. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table

    Agreement”). In November 2024, we entered into an amendment to the Israel Agreement in connection with Mr. Israel’s appointed to Executive Vice President, President, Refining and Renewables which provides for base compensation of $600,000, an annual target bonus opportunity at 90% of base compensation with a maximum payout opportunity of 200% of the target amount, and provides for an annual long-term incentive award valued at $1,200,000 per year split evenly between time-vested RSUs and performance-based PSUs. Mr. Israel also received a grant of $1,000,000 of time-vesting RSUs in connection with his appointment as Executive Vice President, Refining and Renewables. The Israel Agreement includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the Israel Agreement and for one year thereafter. Mr. Israel may receive certain benefits upon the expiration or termination of his employment. Please see the narrative discussion under the heading “Potential Payments Upon Termination or Change-In-Control” in this Proxy Statement for further discussion of these terms. McWatters Employment Agreement On February 3, 2021, we entered into an employment agreement with Ms. McWatters that originally expired on February 28, 2025 (as amended, the “McWatters Agreement”). In November 2024, we entered into an amendment to the McWatters Agreement which extends the term of the McWatters Agreement to June 30, 2026, and provides for base compensation of $470,000, an annual target bonus opportunity at 75% of base compensation with a maximum payout opportunity of 200% of the target amount, and a grant of $750,000 of time-vesting RSUs that will vest quarterly through June 30, 2026. The Company also agreed to provide Ms. McWatters with a one year consulting agreement in July 2026 with annual base compensation of $250,000. The McWatters Agreement includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the McWatters Agreement and for one year thereafter. Ms. McWatters may receive certain benefits upon the expiration or termination of her employment. Please see the narrative discussion under the heading “Potential Payments Upon Termination or Change-In-Control” in this Proxy Statement for further discussion of these terms. Spiegel Employment Agreement On August 1, 2020, we entered into an employment agreement with Mr. Spiegel that originally expired on December 31, 2023 and was subsequently amended to extend the term through December 31, 2024 (as amended, the “Spiegel Agreement”). In November 2024, we entered into an amendment to the Spiegel Agreement in connection with Mr. Spiegel’s transition to Executive Vice President, Special Projects, which extends the term through December 31, 2025 and provides for base compensation of $330,000, an annual target bonus opportunity at 75% of base compensation, an equity grant valued at $247,500 of time vesting RSUs that will vest quarterly through December 31, 2025 and a cash severance payment of $300,000 paid in January 2025. The Company also agreed to provide Mr. Spiegel with a one year consulting agreement in January 2026 with annual base compensation of $400,000. The Spiegel Agreement includes a noncompetition clause which provides that Mr. Spiegel will not compete with the Company, directly or indirectly, in the geographic territory defined in the Spiegel Agreement during the term of the Spiegel Agreement and for one year thereafter. The Spiegel Agreement also includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the Spiegel Agreement and for one year thereafter. Mr. Spiegel may receive certain benefits upon the expiration or termination of his employment. Please see the narrative discussion under the heading “Potential Payments Upon Termination or Change-In-Control” in this Proxy Statement for further discussion of these terms.

  109. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 56 |

  110. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table provides information about the number of outstanding equity awards held by our NEOs at December 31, 2024.

  111. Outstanding Equity Awards at December 31, 2024

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units That Have Not Vested | Market Value of Shares or Units That Have Not Vested (1) | Equity Incentive Plan Awards | | | | | | | | | | Number of Unearned Shares or Units | Market or Payout Value of Unearned Shares or Units (1) | | Avigal Soreq | — | — | — | — | 4,992 (2) | $92,352 | 22,463 (2) | $415,566 | | | | | | | 15,641 (3) | $289,359 | 15,015 (3) | $277,778 | | | | | | | 24,764 (4) | $458,134 | 15,015 (3) | $277,778 | | | | | | | 1,556 (2) | $65,757 | 30,030 (3) | $555,555 | | | | | | | 7,040 (3) | $297,510 | 13,207 (4) | $244,330 | | | | | | | 16,793 (4) | $709,672 | 13,207 (4) | $244,330 | | | | | | | | | 13,208 (4) | $244,348 | | | | | | | | | 26,415 (4) | $488,678 | | | | | | | | | 62,222 (5) | $1,151,107 | | Joseph Israel | — | — | — | — | 5,377 (6) | $99,475 | 4,301 (6) | $79,569 | | | | | | | 7,075 (7) | $130,888 | 4,301 (6) | $79,569 | | | | | | | 53,908 (9) | $997,298 | 8,602 (6) | $159,137 | | | | | | | 2,557 (6) | $108,059 | 3,773 (7) | $69,801 | | | | | | | 4,798 (7) | $202,763 | 3,773 (7) | $69,801 | | | | | | | | | 3,774 (7) | $69,819 | | | | | | | | | 7,547 (7) | $139,620 | | | | | | | | | 23,703 (8) | $438,506 | | Denise McWatters | — | — | — | — | 889 (10) | $16,447 | 15,996 (10) | $295,926 | | | | | | | 3,130 (11) | $57,905 | 3,003 (11) | $55,556 | | | | | | | 4,953 (12) | $91,631 | 3,003 (11) | $55,556 | | | | | | | 236 (10) | $9,973 | 6,006 (11) | $111,111 | | | | | | | 1,410 (11) | $59,587 | 2,641 (12) | $48,859 | | | | | | | 3,358 (12) | $141,909 | 2,641 (12) | $48,859 | | | | | | | | | 2,642 (12) | $48,877 | | | | | | | | | 5,283 (12) | $97,736 | | | | | | | | | 17,407 (13) | $322,030 |

  112. Outstanding Equity Awards at December 31, 2024

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 57 |

  113. Outstanding Equity Awards at December 31, 2024

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units That Have Not Vested | Market Value of Shares or Units That Have Not Vested (1) | Equity Incentive Plan Awards | | | | | | | | | | Number of Unearned Shares or Units | Market or Payout Value of Unearned Shares or Units (1) | | Reuven Spiegel | — | — | — | — | — | — | 7,079 (14) | $130,962 | | | | | | | | | 9,438 (14) | $174,603 | | | | | | | | | 4,150 (15) | $76,775 | | | | | | | | | 4,151 (15) | $76,794 | | | | | | | | | 4,151 (15) | $76,794 | | | | | | | | | 8,302 (15) | $153,587 | | | | | | | | | 26,666 (16) | $493,321 | | Ezra Uzi Yemin | — | — | — | — | 9,395 (6) | $173,808 | 169,104 (17) | $3,128,424 | | | | | | | 2,486 (6) | $105,058 | 34,567 (18) | $639,490 |

  114. Outstanding Equity Awards at December 31, 2024

    | (1) Amounts in these columns with respect to Delek RSUs and PSUs are based upon a market value of $18.50 per share, which was the closing price of our Common Stock on the NYSE on December 31, 2024, the last trading day of fiscal year 2024. Amounts with respect to Delek Logistics RSUs are based upon a market value of $42.26 per Delek Logistics common unit, which was the closing price of Delek Logistics common units on the NYSE on December 31, 2024, the last trading day of fiscal year 2024. The value of PSUs assumes settlement at the target quantities. |

  115. Outstanding Equity Awards at December 31, 2024

    | (2) On June 10, 2022, Mr. Soreq was granted 44,923 PSUs, 29,949 Delek RSUs and 9,331 Delek Logistics RSUs. 11,230 of the PSUs were subject to a performance period that began January 1, 2022 and ended December 31, 2022, all of these PSUs were paid out. 11,230 of the PSUs were subject to a performance period that began January 1, 2022 and ended December 31, 2023. 22,463 of the PSUs are subject to a performance period that began January 1, 2022 and ended December 31, 2024. The RSUs vest quarterly over three years, pro rata. 24,957 of the Delek RSUs and 7,775 of the Delek Logistics RSUs had vested at December 31, 2024. |

  116. Outstanding Equity Awards at December 31, 2024

    | (3) On March 10, 2023, Mr. Soreq was granted 75,075 PSUs, 37,537 Delek RSUs and 16,895 Delek Logistics RSUs. 15,015 of the PSUs are subject to a performance period that began January 1, 2023 and ended December 31, 2023. 15,015 of the PSUs are subject to a performance period that began January 1, 2024 and ended December 31, 2024. 15,015 of the PSUs are subject to a performance period that began January 1, 2025 and ends December 31, 2025. 30,030 of the PSUs are subject to a performance period that began January 1, 2023 and ends December 31, 2025. The RSUs vest quarterly over three years, pro rata. 21,896 of the Delek RSUs and 9,855 of the Delek Logistics RSUs had vested at December 31, 2024. |

  117. Outstanding Equity Awards at December 31, 2024

    | (4) On March 10, 2024, Mr. Soreq was granted 66,037 PSUs, 33,018 Delek RSUs and 22,389 Delek Logistics RSUs. 13,207 of the PSUs are subject to a performance period that began January 1, 2024 and ended December 31, 2024. 13,207 of the PSUs are subject to a performance period that begins January 1, 2025 and ends December 31, 2025. 13,208 of the PSUs are subject to a performance period that began January 1, 2026 and ends December 31, 2026. 26,415 of the PSUs are subject to a performance period that began January 1, 2024 and ends December 31, 2026. The RSUs vest quarterly over three years, pro rata. 8,254 of the Delek RSUs and 5,596 of the Delek Logistics RSUs had vested at December 31, 2024. |

  118. Outstanding Equity Awards at December 31, 2024

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 58 |

  119. Outstanding Equity Awards at December 31, 2024

    | (5) On October 7, 2024, Mr. Soreq was granted 62,222 PSUs pursuant to the EOP. All of these PSUs are subject to a performance period that began in the fourth quarter of 2024 and ends December 31, 2025. |

  120. Outstanding Equity Awards at December 31, 2024

    | (6) On June 9, 2023, Mr. Israel was granted 21,505 PSUs, 10,752 Delek RSUs and 5,112 Delek Logistics RSUs. 4,301 of the PSUs are subject to a performance period that began January 1, 2023 and ended December 31, 2023. 4,301 of the PSUs are subject to a performance period that began January 1, 2024 and ended December 31, 2024. 4,301 of the PSUs are subject to a performance period that began January 1, 2025 and ends December 31, 2025. 8,602 of the PSUs are subject to a performance period that began January 1, 2023 and ends December 31, 2025. The RSUs vest quarterly over three years, pro rata. 5,375 of the Delek RSUs and 2,555 of the Delek Logistics RSUs had vested at December 31, 2024. |

  121. Outstanding Equity Awards at December 31, 2024

    | (7) On March 10, 2024, Mr. Israel was granted 18,867 PSUs, 9,433 Delek RSUs and 6,397 Delek Logistics RSUs. 3,773 of the PSUs are subject to a performance period that began January 1, 2024 and ends December 31, 2024. 3,773 of the PSUs are subject to a performance period that began January 1, 2025 and ends December 31, 2025. 3,774 of the PSUs are subject to a performance period that began January 1, 2026 and ends December 31, 2026. 7,547 of the PSUs are subject to a performance period that began January 1, 2024 and ends December 31, 2026. The RSUs vest quarterly over three years, pro rata. 2,358 of the Delek RSUs and 1,599 of the Delek Logistics RSUs had vested at December 31, 2024. |

  122. Outstanding Equity Awards at December 31, 2024

    | (8) On October 7, 2024, Mr. Israel was granted 23,703 PSUs pursuant to the EOP. All of these PSUs are subject to a performance period that began in the fourth quarter of 2024 and ends December 31, 2025. |

  123. Outstanding Equity Awards at December 31, 2024

    | (9) On November 11, 2024, Mr. Israel was granted 53,908 Delek RSUs. The RSUs vest quarterly over one year, pro rata. None of the Delek RSUs had vested at December 31, 2024. |

  124. Outstanding Equity Awards at December 31, 2024

    | (10) On March 10, 2022, Ms. McWatters was granted 15,996 PSUs, 10,664 Delek RSUs and 2,821 Delek Logistics RSUs. The PSUs are subject to a performance period that began January 1, 2022 and ended December 31, 2024. The RSUs vest quarterly over three years, pro rata. 9,775 of the Delek RSUs and 2,585 of the Delek Logistics RSUs had vested at December 31, 2024. |

  125. Outstanding Equity Awards at December 31, 2024

    | (11) On March 10, 2023, Ms. McWatters was granted 15,015 PSUs, 7,507 Delek RSUs and 3,379 Delek Logistics RSUs. 3,003 of the PSUs were subject to a performance period that began January 1, 2023 and ended December 31, 2023. 3,003 of the PSUs are subject to a performance period that began January 1, 2024 and ended December 31, 2024. 3,003 of the PSUs are subject to a performance period that began January 1, 2025 and ends December 31, 2025. 6,006 of the PSUs are subject to a performance period that began January 1, 2023 and ends December 31, 2025. The RSUs vest quarterly over three years, pro rata. 4,377 of the Delek RSUs and 1,969 of the Delek Logistics RSUs had vested at December 31, 2024. |

  126. Outstanding Equity Awards at December 31, 2024

    | (12) On March 10, 2024, Ms. McWatters was granted 13,207 PSUs, 6,603 Delek RSUs and 4,477 Delek Logistics RSUs. 2,641 of the PSUs are subject to a performance period that began January 1, 2024 and ended December 31, 2024. 2,641 of the PSUs are subject to a performance period that began January 1, 2025 and ends December 31, 2025. 2,642 of the PSUs are subject to a performance period that begins January 1, 2026 and ends December 31, 2026. 5,283 of the PSUs are subject to a performance period that began January 1, 2024 and ends December 31, 2026. The RSUs vest quarterly over three years, pro rata. 1,650 of the Delek RSUs and 1,119 of the Delek Logistics RSUs had vested at December 31, 2024. |

  127. Outstanding Equity Awards at December 31, 2024

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 59 |

  128. Outstanding Equity Awards at December 31, 2024

    | (13) On October 7, 2024, Ms. McWatters was granted 17,407 PSUs pursuant to the EOP. All of these PSUs are subject to a performance period that began in the fourth quarter of 2024 and ends December 31, 2025. |

  129. Outstanding Equity Awards at December 31, 2024

    | (14) On March 10, 2023, Mr. Spiegel was granted 23,595 PSUs, 11,797 Delek RSUs and 5,309 Delek Logistics RSUs. 7,078 PSUs were subject to a performance period that began January 1, 2023 and ended December 31, 2023. 7,079 PSUs are subject to a performance period that began January 1, 2024 and ends December 31, 2024. 9,438 PSUs are subject to a performance period that began January 1, 2023 and ends December 31, 2024. All of the Delek RSUs and Delek Logistics RSUs had vested at December 31, 2024. |

  130. Outstanding Equity Awards at December 31, 2024

    | (15) On March 10, 2024, Mr. Spiegel was granted 20,764 PSUs. 4,150 PSUs were subject to a performance period that began January 1, 2024 and ended December 31, 2024. 4,151 PSUs are subject to a performance period that began January 1, 2025 and ends December 31, 2025. 4,151 PSUs are subject to a performance period that began January 1, 2026 and ends December 31, 2026. 8,302 PSUs are subject to a performance period that began January 1, 2024 and ends December 31, 2026. |

  131. Outstanding Equity Awards at December 31, 2024

    | (16) On October 7, 2024, Mr. Spiegel was granted 26,666 PSUs pursuant to the EOP. All of these PSUs are subject to a performance period that began in the fourth quarter of 2024 and ends December 31, 2025. |

  132. Outstanding Equity Awards at December 31, 2024

    | (17) On March 10, 2022, Mr. Yemin was granted 169,104 PSUs, 112,736 Delek RSUs (cash award) and 29,827 Delek Logistics RSUs (cash award). The PSUs are subject to a performance period that began January 1, 2022 and ended December 31, 2024. The RSUs vest quarterly over three years, pro rata. 103,341 of the Delek RSUs (cash award) and 27,341 of the Delek Logistics RSUs (cash award) had vested at December 31, 2024. |

  133. Outstanding Equity Awards at December 31, 2024

    | (18) On October 7, 2024, Mr. Yemin was granted 34,567 PSUs pursuant to the EOP. All of these PSUs are subject to a performance period that began in the fourth quarter of 2024 and ends December 31, 2025. |

  134. Outstanding Equity Awards at December 31, 2024

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 60 |

  135. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information about NQSO and SAR exercises by, and the vesting of RSUs and PSUs for, our NEOs during fiscal year 2024.

  136. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Avigal Soreq | n/a | n/a | 45,090 (1) | $1,230,628 (1) | | Joseph Israel | n/a | n/a | 9,243 (2) | $256,232 (2) | | Denise McWatters | n/a | n/a | 11,943 (3) | $324,587 (3) | | Reuven Spiegel | n/a | n/a | 27,190 (4) | $766,940 (4) | | Ezra Uzi Yemin | n/a | n/a | 80,313 (5) | $2,115,797 (5) |

  137. Option Exercises and Stock Vested in 2024

    | (1) Quantities and values for these columns are comprised of the following: |

  138. Option Exercises and Stock Vested in 2024

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | Soreq | 3/11/2024 | 2,186 | DKL | RSU | $39.09 | $85,451 | | | 3/11/2024 | 5,624 | DK | RSU | $26.50 | $149,036 | | | 6/10/2024 | 2,186 | DKL | RSU | $39.38 | $86,085 | | | 6/10/2024 | 5,624 | DK | RSU | $24.88 | $139,925 | | | 9/10/2024 | 5,917 | DKL | RSU | $41.21 | $243,840 | | | 9/10/2024 | 11,127 | DK | RSU | $19.35 | $215,307 | | | 12/10/2024 | 4,051 | DKL | RSU | $38.81 | $157,219 | | | 12/10/2024 | 8,375 | DK | RSU | $18.36 | $153,765 |

  139. Option Exercises and Stock Vested in 2024

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  140. Option Exercises and Stock Vested in 2024

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 61 |

  141. Option Exercises and Stock Vested in 2024

    | (2) Quantities and values for these columns are comprised of the following: |

  142. Option Exercises and Stock Vested in 2024

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | Israel | 3/11/2024 | 425 | DKL | RSU | $39.09 | $16,613 | | | 3/11/2024 | 895 | DK | RSU | $26.50 | $23,718 | | | 6/7/2024 | 426 | DKL | RSU | $38.74 | $16,503 | | | 6/7/2024 | 896 | DK | RSU | $25.28 | $22,651 | | | 9/9/2024 | 426 | DKL | RSU | $41.03 | $17,479 | | | 9/9/2024 | 896 | DK | RSU | $18.75 | $16,800 | | | 9/10/2024 | 1,066 | DKL | RSU | $41.21 | $43,930 | | | 9/10/2024 | 1,572 | DK | RSU | $19.35 | $30,418 | | | 12/9/2024 | 426 | DKL | RSU | $38.92 | $16,580 | | | 12/9/2024 | 896 | DK | RSU | $18.33 | $16,424 | | | 12/10/2024 | 533 | DKL | RSU | $38.81 | $20,686 | | | 12/10/2024 | 786 | DK | RSU | $18.36 | $14,431 |

  143. Option Exercises and Stock Vested in 2024

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  144. Option Exercises and Stock Vested in 2024

    | (3) Quantities and values for these columns are comprised of the following: |

  145. Option Exercises and Stock Vested in 2024

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | McWatters | 3/11/2024 | 785 | DKL | RSU | $39.09 | $30,686 | | | 3/11/2024 | 2,297 | DK | RSU | $26.50 | $60,871 | | | 6/10/2024 | 516 | DKL | RSU | $39.38 | $20,320 | | | 6/10/2024 | 1,514 | DK | RSU | $24.88 | $37,668 | | | 9/10/2024 | 1,262 | DKL | RSU | $41.21 | $52,007 | | | 9/10/2024 | 2,614 | DK | RSU | $19.35 | $50,581 | | | 12/10/2024 | 890 | DKL | RSU | $38.81 | $34,541 | | | 12/10/2024 | 2,065 | DK | RSU | $18.36 | $37,913 |

  146. Option Exercises and Stock Vested in 2024

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  147. Option Exercises and Stock Vested in 2024

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 62 |

  148. Option Exercises and Stock Vested in 2024

    | (4) Quantities and values for these columns are comprised of the following: |

  149. Option Exercises and Stock Vested in 2024

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | Spiegel | 3/11/2024 | 758 | DKL | RSU | $39.09 | $29,630 | | | 3/11/2024 | 1,685 | DK | RSU | $26.50 | $44,653 | | | 6/10/2024 | 3,104 | DKL | RSU | $39.38 | $122,236 | | | 6/10/2024 | 5,144 | DK | RSU | $24.88 | $127,983 | | | 9/10/2024 | 3,104 | DKL | RSU | $41.21 | $127,916 | | | 9/10/2024 | 5,145 | DK | RSU | $19.35 | $99,556 | | | 12/10/2024 | 3,105 | DKL | RSU | $38.81 | $120,505 | | | 12/10/2024 | 5,145 | DK | RSU | $18.36 | $94,462 |

  150. Option Exercises and Stock Vested in 2024

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  151. Option Exercises and Stock Vested in 2024

    | (5) Quantities and values for these columns are comprised of the following: |

  152. Option Exercises and Stock Vested in 2024

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | Yemin | 3/11/2024 | 4,906 | DKL | RSU | $39.09 | $191,776 | | | 3/11/2024 | 7,040 | DK | RSU | $26.50 | $186,560 | | | 3/11/2024 | 9,395 | DK | RSU – Cash Award | $26.50 | $248,968 | | | 6/10/2024 | 2,486 | DKL | RSU | $39.38 | $97,899 | | | 6/10/2024 | 9,395 | DK | RSU – Cash Award | $24.88 | $233,748 | | | 9/10/2024 | 2,486 | DKL | RSU | $41.21 | $102,448 | | | 9/10/2024 | 9,395 | DK | RSU – Cash Award | $19.35 | $181,793 | | | 12/10/2024 | 2,486 | DKL | RSU | $38.81 | $96,482 | | | 12/10/2024 | 9,395 | DK | RSU – Cash Award | $18.36 | $172,492 | | | 12/31/2024 | 16,088 | DK | RSU | $18.50 | $297,628 | | | 12/31/2024 | 7,241 | DKL | RSU | $42.26 | $306,005 |

  153. Option Exercises and Stock Vested in 2024

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  154. Option Exercises and Stock Vested in 2024

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 63 |

  155. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We sponsor a voluntary 401(k) Plan that allows eligible employees to make plan contributions on both a pre-tax and after-tax basis. Prior to January 1, 2021, we matched eligible employee contributions, including those by our NEOs, on a fully-vested basis up to a maximum of ten percent of eligible compensation. Although NEOs are eligible to participate in the 401(k) Plan, the application of annual compensation limits under the Internal Revenue Code significantly limits our NEOs’ contributions under the 401(k) Plan. In 2019, we adopted a non-qualified Deferred Compensation Plan that allows our participating executives, including our NEOs, to defer up to 50% of their base salary, and up to 100% of amounts payable under our annual incentive plan. Prior to January 1, 2021, participants also received matching contributions as if they had been made under the 401(k) Plan up to a maximum of ten percent of eligible compensation. The following table sets forth information regarding the contributions by each NEO and the Company to the Deferred Compensation Plan, as well as information regarding earnings, aggregate withdrawals and distributions and balances for each NEO as of and for the fiscal year ended December 31, 2024.

  156. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (2) | Aggregate Earnings in Last FY (3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Soreq | — | — | — | — | — | | Israel | — | — | — | — | — | | McWatters | — | — | — | — | — | | Spiegel | — | — | — | — | — | | Yemin | — | — | — | — | — |

  157. Non-Qualified Deferred Compensation

    | (1) These amounts represent elective contributions into the Deferred Compensation Plan during 2024 of eligible compensation earned by each of our NEOs. The amount of any base salary deferred is included in the amount reported in the 2024 salary column of the Summary Compensation Table above, and the amount of any annual incentive deferred is included in the amount reported in the 2024 non-equity incentive plan compensation column of the Summary Compensation Table above. Deferrals related to amounts otherwise payable in 2025 (even if considered earned in 2024) will be shown as executive contributions for 2025. |

  158. Non-Qualified Deferred Compensation

    | (2) These amounts represent Company matching contributions to the Deferred Compensation Plan during 2024. The amount in this column for each NEO is included in the 2024 “All Other Compensation” column of the Summary Compensation Table above. The amounts in this column account for the company match of 100% up to 10%. This calculation considers the NEOs eligible earnings for the year and what was already paid on the 401(k) match. |

  159. Non-Qualified Deferred Compensation

    | (3) These amounts represent the net gains for each NEO for the contributions to the Deferred Compensation Plan. None of these amounts are included in compensation reported in the Summary Compensation Table above because none of the earnings are considered to be “above market.” |

  160. Non-Qualified Deferred Compensation

    The Deferred Compensation Plan account of each participating NEO is deemed to be invested in certain investment options available under the plan, as designated by the NEO. Deemed investment earnings and losses are applied to each NEO’s Deferred Compensation Plan account based upon the performance of the applicable investment. The Deferred Compensation Plan allows participants to elect the timing and method of distributions.

  161. Non-Qualified Deferred Compensation

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 64 |

  162. Potential Payments Upon Termination or Change-In-Control

    Potential Payments Upon Termination or Change-In-Control The following tables disclose the estimated payments and benefits that would be provided to each of our NEOs, applying the assumptions that each of the triggering events relating to termination of employment and changes in control described in their respective employment agreements, the 2006 Plan, the 2016 Plan, and the Delek Logistics LTIP took place on December 31, 2024 and their last day of employment was December 31, 2024. These amounts are in addition to benefits payable generally to our salaried employees. Due to a number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may differ. Factors that could affect these amounts include the timing during the year of any such event and the fair market values of our Common Stock and Delek Logistics’ common units.

  163. Potential Payments Upon Termination or Change-In-Control

    | Termination of Employment (1) | Soreq (2) $ | Israel (3) $ | McWatters (4) $ | Spiegel (5) $ | Yemin $ | | Severance Payment | 5,580,001 | 1,680,001 | 1,175,005 | 1,680,001 | — | | COBRA | 39,532 | 26,355 | 26,355 | 26,355 | — | | Accrued/Unused Vacation | 131,538 | 87,692 | 94,000 | — | 264,526 | | Accelerated RSUs | 652,308 | 392,613 | 125,292 | — | — | | Accelerated PSUs | 1,701,156 | 389,701 | 571,398 | 532,199 | — | | Accelerated SARs | — | — | — | — | — | | TOTAL | 8,104,535 | 2,576,362 | 1,992,051 | 2,238,554 | 264,526 |

  164. Potential Payments Upon Termination or Change-In-Control

    | Change-In-Control (6) | Soreq (7) $ | Israel (8) $ | McWatters (9) $ | Spiegel (10) $ | Yemin $ | | Severance/Change-In-Control Payment | 7,740,001 | 2,820,001 | 1,997,509 | 2,820,001 | — | | COBRA | 39,532 | 26,355 | 26,355 | 26,355 | — | | Accrued/Unused Vacation | 131,538 | 87,692 | 94,000 | — | — | | Accelerated RSUs | 1,912,784 | 1,538,482 | 377,451 | — | — | | Accelerated PSUs | 3,899,467 | 1,105,819 | 1,084,507 | 1,182,835 | — | | Accelerated Options/SARs | — | — | — | — | — | | TOTAL | 13,723,322 | 5,578,349 | 3,579,821 | 4,029,190 | — |

  165. Potential Payments Upon Termination or Change-In-Control

    | (1) The “Termination of Employment” table assumes that (a) we terminated the NEO’s employment without cause effective December 31, 2024, the last trading day of fiscal year 2024, using the closing price our Common Stock on the NYSE of $18.50 per share and the closing price of Delek Logistics common units on the NYSE of $42.26 per unit, (b) any required advance notice provisions had been satisfied, (c) the vesting of equity awards under the 2006 Plan and 2016 Plan were accelerated by our Board pursuant to any applicable employment agreement provisions (including the prorated acceleration of PSUs at target quantities), and (d) the vesting of equity awards under the Delek Logistics LTIP were not accelerated because the Delek Logistics GP board is not bound by the employment agreements with our NEOs. |

  166. Potential Payments Upon Termination or Change-In-Control

    | (2) Assumes acceleration of 16,750 unvested DK RSUs, 8,103 unvested DKL RSUs, and 91,954 unvested PSUs. |

  167. Potential Payments Upon Termination or Change-In-Control

    | (3) Assumes acceleration of 16,841 unvested DK RSUs, 1,918 unvested DKL RSUs, and 21,065 unvested PSUs. |

  168. Potential Payments Upon Termination or Change-In-Control

    | (4) Assumes acceleration of 3,241 unvested DK RSUs, 1,546 unvested DKL RSUs, and 30,886 unvested PSUs. |

  169. Potential Payments Upon Termination or Change-In-Control

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 65 |

  170. Potential Payments Upon Termination or Change-In-Control

    | (5) Assumes acceleration of 28,768 unvested PSUs. |

  171. Potential Payments Upon Termination or Change-In-Control

    | (6) The “Change-In-Control” table assumes that an “exchange transaction” (as described under the heading “2006 Long-Term Incentive Plan” below) and “change in control” (as described under the heading “2016 Long-Term Incentive Plan” below) occurred on December 31, 2024, the last trading day of fiscal year 2024, when the fair market values of our Common Stock and Delek Logistics’ common units were $18.50 per share and $42.26 per unit, respectively, and, as a result, the NEO’s employment is terminated and our Board and the Delek Logistics GP board of directors decided that all outstanding plan-based and other equity awards should become fully vested (including PSUs at target values) and participate in the transaction value of the shares covered by the award (e.g., by exercise or cash out). |

  172. Potential Payments Upon Termination or Change-In-Control

    | (7) Assumes acceleration of 45,397 unvested DK RSUs, 25,389 unvested DKL RSUs, and 210,782 unvested PSUs. |

  173. Potential Payments Upon Termination or Change-In-Control

    | (8) Assumes acceleration of 66,360 unvested DK RSUs, 7,355 unvested DKL RSUs, and 59,774 unvested PSUs. |

  174. Potential Payments Upon Termination or Change-In-Control

    | (9) Assumes acceleration of 8,972 unvested DK RSUs, 5,004 unvested DKL RSUs, and 58,622 unvested PSUs. |

  175. Potential Payments Upon Termination or Change-In-Control

    | (10) Assumes acceleration of 63,937 unvested PSUs. |

  176. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    Narrative to the Potential Payments Upon Termination or Change-In-Control Tables Soreq Employment Agreement The Soreq Agreement contains certain provisions relating to the termination of his employment. In the event Mr. Soreq is terminated without cause (as defined in the Soreq Agreement) or terminates his employment with good reason (as defined in the Soreq Agreement), Mr. Soreq would be entitled to (i) an amount equal to two times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 18 months following termination of employment, (iii) any annual bonus Mr. Soreq would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for unvested performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr. Soreq’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the Soreq Agreement. If Mr. Soreq terminates his employment for any reason, other than with good reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr. Soreq would be entitled to an amount equal to 50% of his annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for twelve months following the termination of his employment. Mr. Soreq also entered into a separate Change in Control Agreement with the Company (the “Soreq Change in Control Agreement”) to provide certain benefits in connection with a termination of his service by the Company without cause (as defined in the Soreq Change in Control Agreement) or by Mr. Soreq with good reason (as defined in the Soreq Change in Control Agreement) either six months prior to or 24 months following a change in control (as described in the Soreq Change in

  177. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 66 |

  178. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    Control Agreement). In such an event, Mr. Soreq would be entitled to receive (i) three times then-current base salary, (ii) target annual bonus as in effect immediately before any notice of termination, (iii) the costs of continuing family health insurance coverage for 18 months following termination of employment, (iv) any annual bonus Mr. Soreq would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (v) the immediate vesting of all unvested equity awards as follows: (A) for unvested performance awards, based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for all other awards, vesting in full. All payments to be made by the Company upon termination as described above are subject to Mr. Soreq executing a release of claims in favor of the Company. In addition to benefits available to the Company’s senior executive officers generally, the Soreq Agreement also provides reimbursement for the reasonable costs of professional tax and financial counseling, not to exceed $25,000 in any calendar year. Israel Employment Agreement Under the Israel Agreement, in the event Mr. Israel is terminated without cause (as defined in the Israel Agreement) or terminates his employment with good reason (as defined in the Israel Agreement), Mr. Israel would be entitled to (i) an amount equal to the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. Israel would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr. Israel’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the Israel Agreement. If Mr. Israel terminates his employment for any reason, other than with good reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr. Israel would be entitled to an amount equal to 50% of his annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of his employment. If, within two years of a change in control of the Company (as defined in the Israel Agreement), Mr. Israel’s employment is terminated by the Company without cause or he terminates his employment for good reason, Mr. Israel would be entitled to receive (i) an amount equal to two times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. Israel would have otherwise been entitled if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior

  179. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 67 |

  180. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards. All payments to be made by the Company upon termination as described above are subject to Mr. Israel executing a release of claims in favor of the Company. In addition to benefits available to the Company’s senior executive officers generally, the Israel Agreement also provides reimbursement for the reasonable costs of professional tax and financial counseling. McWatters Employment Agreement Under the McWatters Agreement, in the event Ms. McWatters is terminated without cause (as defined in the McWatters Agreement) or terminates her employment with good reason (as defined in the McWatters Agreement), Ms. McWatters would be entitled to (i) an amount equal to the sum of her then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Ms. McWatters would have otherwise been entitled to if her employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Ms. McWatters’ employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the McWatters Agreement. If Ms. McWatters terminates her employment for any reason, other than with good reason or upon her death or disability, and provides at least three months’ advance written notice of termination, Ms. McWatters would be entitled to an amount equal to 50% of her annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of her employment. If, within two years of a change in control of the Company (as defined in the McWatters Agreement), Ms. McWatters’ employment is terminated by the Company without cause or she terminates her employment for good reason, Ms. McWatters would be entitled to receive (i) an amount equal to two times the sum of her then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Ms. McWatters would have otherwise been entitled if her employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards. All payments to be made by the Company upon termination as described above are subject to Ms. McWatters executing a release of claims in favor of the Company. In addition to benefits available to the Company’s senior executive officers generally, the McWatters Agreement also provides reimbursement for the reasonable costs of professional tax and financial counseling. Spiegel Employment Agreement Under the Spiegel Agreement, in the event Mr. Spiegel is terminated without cause (as defined in the Spiegel Agreement) or terminates his employment with good reason (as defined in the Spiegel Agreement), Mr. Spiegel would be entitled to (i) an amount equal to the sum of his then-current base salary and target annual bonus

  181. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 68 |

  182. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. Spiegel would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for unvested performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr. Spiegel’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the Spiegel Agreement. If Mr. Spiegel terminates his employment for any reason, other than with good reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr. Spiegel would be entitled to an amount equal to 50% of his annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of his employment. If, within two years of a change in control of the Company (as defined in the Spiegel Agreement), Mr. Spiegel’s employment is terminated by the Company without cause or he terminates his employment for good reason, Mr. Spiegel would be entitled to receive (i) an amount equal to two times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. Spiegel would have otherwise been entitled if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards. All payments to be made by the Company upon termination as described above are subject to Mr. Spiegel executing a release of claims in favor of the Company. In addition to benefits available to the Company’s senior executive officers generally, the Spiegel Agreement also provides reimbursement for the reasonable costs of professional preparation of his personal income tax returns, not to exceed $25,000 in any calendar year. 2006 Long-Term Incentive Plan Under the 2006 Plan and the applicable award agreements, equity awards that are not vested at the time the participant’s employment terminates will generally be immediately forfeited unless our Board or Human Capital and Compensation Committee determines otherwise. Options and SARs that are vested but unexercised at the time of termination of employment will generally be forfeited unless they are exercised before the earlier of 30 days after such termination or the expiration of the award. If an “exchange transaction” (as defined in the 2006 Plan) occurs with respect to our Common Stock, then, unless other arrangements are made, unvested awards granted under the 2006 Plan may be treated under either of two alternatives. Such unvested awards may be converted into economically equivalent awards with respect to the stock of the acquiring or successor company, or they may become fully vested and participate in the transaction value of the shares covered by the award (e.g., by exercise or cash out). Subject to the above, the disposition of unvested awards under the 2006 Plan in the event of an exchange transaction will be determined by our Board, in its discretion. For the purposes of the 2006 Plan, an

  183. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 69 |

  184. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    “exchange transaction” includes certain mergers or other transactions which result in the holders of our Common Stock receiving cash, stock or other property in exchange for or in connection with their shares of our Common Stock. For an illustration of the value of accelerated equity awards under the 2006 Plan and the Delek Logistics LTIP assuming that an exchange transaction occurred on December 31, 2024, please see the “Change-In-Control” table above which assumes the acceleration of RSUs as set forth in the corresponding footnotes. Under the 2016 Plan and the applicable award agreements, equity awards that are not vested at the time the participant’s employment terminates will generally be immediately forfeited unless our Board or Human Capital and Compensation Committee determines otherwise. Options and SARs that are vested but unexercised at the time of termination of employment will generally be forfeited unless they are exercised before the earlier of 30 days after such termination or the expiration of the award. Upon the occurrence of a change in control (as defined in the 2016 Plan), outstanding awards will be adjusted or substituted in accordance with the terms of the 2016 Plan. If the participant does not receive a replacement award with respect to any outstanding award as of the change in control, then each such outstanding award will become fully vested and, if applicable, exercisable and any restrictions applicable to such award will lapse. For awards subject to performance goals, if the participant does not receive a replacement award, payout at a change in control will be based upon the greater of (i) a pro rata portion of the amount payable based upon “target” performance under the applicable performance goals or (ii) the amount payable based on actual performance level had the performance period ended on the date of the change in control. If a participant terminates his or her employment for Good Reason (as defined in the 2016 Plan), the participant is involuntarily terminated for reasons other than for cause, or the participant’s employment terminates due to the participant’s death or disability during the two-year period commencing on the date of a change in control, then (A) all replacement awards held by the participant will become fully vested and, if applicable, exercisable and free of restrictions (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), and (B) all stock options held by the participant immediately before such termination of employment that the participant also held as of the date of the change in control or that constitute replacement awards will remain exercisable for not less than two years following such termination of employment or until the expiration of the stated term of such stock option, whichever period is shorter (provided, however, that if the applicable award agreement provides for a longer period of exercisability, that provision will control). For an illustration of the value of accelerated equity awards under the 2016 Plan assuming that a “change in control” occurred on December 31, 2024, the last trading day of fiscal year 2024, please see the “Change-In-Control” table above which assumes the acceleration of RSUs as set forth in the corresponding footnotes.

  185. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 70 |

  186. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation permit companies to use a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported below. Ratio and Methodology For 2024, we estimate the ratio of the annual total compensation of our CEO to the median annual total compensation of our employees as follows:

  187. Chief Executive Officer Pay Ratio

    | Annual total compensation of our median employee (1): | $127,897 | | Annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table: | $6,677,896 | | CEO Pay Ratio: | 52:1 |

  188. Chief Executive Officer Pay Ratio

    | (1) Excludes our Chief Executive Officer. |

  189. Chief Executive Officer Pay Ratio

    To determine the median employee, we prepared a list of all active employees as of December 31, 2024 (other than our Chief Executive Officer), and, for that population, calculated 2024 taxable compensation. We did not make any assumptions, adjustment or estimates with respect to the compensation for the employees, but we did annualize the compensation for full-time employees not employed by us for the full year. We selected taxable compensation to represent 2024 earnings because it includes wages, overtime (for our hourly employees) and equity compensation. Once the median employee was identified, we calculated annual total compensation for such median employee using the same methodology we use for our NEOs in the Summary Compensation Table above.

  190. Chief Executive Officer Pay Ratio

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 71 |

  191. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO named executive officers (“Non-PEO NEOs”) and company performance for the fiscal years listed below. The Human Capital and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  192. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Yemin (1) ($) | Summary Compensation Table Total for Soreq (1) ($) | Compensation Actually Paid to Yemin (1) (2) (3) ($) | Compensation Actually Paid to Soreq (1) (2) (3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) (3) ($) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income ($ millions) | Adjusted EBITDA (5) ($ millions) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | — | 6,677,896 | — | 4,759,465 | 2,451,375 | 1,796,777 | 64.86 | 162.93 | (536.0) | 313.0 | | 2023 | — | 7,723,297 | — | 6,674,297 | 3,197,069 | 1,124,068 | 86.53 | 176.94 | 46.7 | 949.70 | | 2022 | 12,440,898 | 6,335,764 | 14,666,923 | 5,353,056 | 2,312,687 | 2,613,592 | 87.24 | 144.40 | 290.5 | 1,169.80 | | 2021 | 8,668,413 | — | 409,800 | — | 1,779,637 | 1,334,308 | 47.41 | 85.42 | (95.3) | 37.70 | | 2020 | 6,771,657 | — | 5,917,443 | — | 1,227,731 | 648,558 | 50.82 | 65.62 | (537.8) | (275.10) |

  193. Pay Versus Performance Disclosure

    | (1) Avigal Soreq was our PEO during 2024, 2023, and the period from June 9, 2022 to December 31, 2022. Ezra Uzi Yemin was our PEO during the period from January 1, 2020 to June 8, 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below. Mr. Soreq’s compensation for 2020 is included in the Non-PEO NEO column for that year as set forth below. |

  194. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Avigal Soreq | Louis LaBella | Reuven Spiegel | Ezra Uzi Yemin | Ezra Uzi Yemin | | Louis LaBella | Reuven Spiegel | Denise McWatters | Reuven Spiegel | Reuven Spiegel | | Reuven Spiegel | Denise McWatters | Todd O’Malley | Denise McWatters | Denise McWatters | | Assaf Ginzburg | Todd O’Malley | Nithia Thaver | Joseph Israel | Joseph Israel | | Frederec Green | | | Todd O’Malley | | | Abigail Yates | | | | |

  195. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs during the applicable year. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  196. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and valuation assumptions do not differ materially from those disclosed as of the grant date of the equity awards. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |

  197. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Soreq ($) | Exclusion of Stock Awards for Soreq ($) | Inclusion of Equity Values for Soreq ($) | Compensation Actually Paid to Soreq ($) | | 2024 | 6,677,896 | (5,282,174) | 3,363,743 | 4,759,465 |

  198. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 72 |

  199. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,451,375 | (1,554,639) | 900,041 | 1,796,777 |

  200. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  201. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Soreq ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Soreq ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Soreq ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Soreq ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Soreq ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Soreq ($) | Total - Inclusion of Equity Values for Soreq ($) | | 2024 | 3,434,706 | (400,168) | 402,135 | (72,930) | — | — | 3,363,743 |

  202. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 1,070,424 | (286,357) | 178,073 | (62,099) | — | — | 900,041 |

  203. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. The peer group for Fiscal 2024 is comprised of Calumet Specialty Products Partners, L.P (NASDAQ: CMLT), CVR Energy, Inc. (NYSE: CVI), HF Sinclair Corporation (NYSE: DINO) (formerly HollyFrontier Corporation (NYSE: HCF)), Marathon Petroleum Corporation (NYSE: MPC), PBF Energy, Inc. (NYSE: PBF), Phillips 66 (NYSE: PSX), Par Pacific Holdings (NYSE: PARR), and Valero Energy Corporation (NYSE: VLO) (the “Peer Group”). |

  204. Pay Versus Performance Disclosure

    | (5) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. Adjusted EBITDA is calculated as EBITDA adjusted for the relevant identified Adjusting items in Adjusted Net Income (loss) that do not relate to interest expense, income tax expense, depreciation or amortization, and adjusted to include income (loss) attributable to non-controlling interests. Adjusting items include certain identified infrequently occurring items, non-cash items, and items that are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends. The Compensation Committee and management use these non-GAAP financial measures as they believe they better reflect the impact of acquisition activity in reported results. For details regarding the reconciliation of U.S. GAAP to our Adjusted EBITDA, refer to the Adjusted net income (loss) per share reconciliation in the press release announcing our financial results for the quarter ended December 31, 2024 furnished as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 25, 2025 (the “2024 Earnings Release”). |

  205. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 73 |

  206. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”), and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years.

  207. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 74 |

  208. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years.

  209. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 75 |

  210. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for the year ended December 31, 2024 to Company performance. The measures in this table are not ranked.

  211. Pay Versus Performance Disclosure

    | Adjusted EBITDA | | Relative TSR |

  212. Pay Versus Performance Disclosure

    Pursuant to SEC rules, the information in the “Pay Versus Performance Disclosure” section shall not be deemed to be incorporated by reference into any Company filing under the Securities Act or Exchange Act, unless expressly incorporated by specific reference in such filing.

  213. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2025 PROXY STATEMENT | 76 |