DEF 14A of Delek US Holdings, Inc., Mar 22, 2024

DEF 14A of Delek US Holdings, Inc.

Filed Mar 22, 2024 · FY20230001193125-24-075061

Open on EDGAR

  1. Governance Guidelines and Code of Business Conduct & Ethics

    | • | Director compensation and orientation; and |

  2. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  3. Non-Employee Director Compensation Process

    Non-Employee Director Compensation Process The compensation paid to our non-employee directors is determined by the Board, upon recommendation of the Human Capital and Compensation Committee. This compensation is designed to attract and retain nationally-recognized, highly-qualified directors to lead the Company, to meaningfully align the interests of those directors with the interests of stockholders, and to be demonstrably fair to both the Company and its non-employee directors. In setting non-employee director compensation, the Human Capital and Compensation Committee and the Board consider these factors, as well as the significant amount of time that directors spend fulfilling their duties to the Company, the skill and experience required of the directors and other factors deemed appropriate by the Human Capital and Compensation Committee from time to time. The Human Capital and Compensation Committee and the Board relies upon various sources of information and advice including the advice of independent consultants, comparative surveys, third party proprietary databases providing comparative information, the current economic conditions and industry environment in which the Company operates and the Human Capital and Compensation Committee members’ common sense, experience and judgment. Non-employee director compensation typically consists of both cash and equity components.

  4. Non-Employee Director Compensation for 2023

    Non-Employee Director Compensation for 2023 The Human Capital and Compensation Committee and the Board reviewed data and analysis provided by its independent compensation consultant, Pay Governance, in conjunction with other factors and the objectives discussed above, and in October 2022 voted to approve a new compensation structure for non-employee directors, which was effective for fiscal year 2023. The following table shows our non-employee director compensation for 2023, the cash portions of which were paid ratably each quarter:

  5. Non-Employee Director Compensation for 2023

    | 2023 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 |

  6. Non-Employee Director Compensation for 2023

    | * The annual equity award to non-employee directors is a RSU award that vests over one year. The number of RSUs is based on the closing price of the Company’s Common Stock on the date of grant. |

  7. Non-Employee Director Compensation for 2023

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 24 |

  8. Non-Employee Director Compensation for 2023

    The following table sets forth a summary of the compensation paid to our non-employee directors during fiscal year 2023.

  9. Non-Employee Director Compensation for 2023

    | 2023 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) | — | — | — | — | — | — | | William J. Finnerty | $135,643 | $144,997 | — | — | — | $280,640 | | Richard J. Marcogliese | $123,000 | $144,997 | — | — | — | $267,997 | | Leonardo Moreno | $115,000 | $144,997 | — | — | — | $259,997 | | Gary M. Sullivan, Jr. | $130,000 | $144,997 | — | — | — | $274,997 | | Vasiliki (Vicky) Sutil | $123,000 | $144,997 | — | — | — | $267,997 | | Laurie Z. Tolson | $123,000 | $144,997 | — | — | — | $267,997 | | Shlomo Zohar | $131,357 | $144,997 | — | — | — | $276,354 |

  10. Non-Employee Director Compensation for 2023

    | (1) As the only employee directors, Messrs. Yemin and Soreq did not receive any compensation in 2023 for their services as directors. |

  11. Non-Employee Director Compensation for 2023

    | (2) This column reports the amount of cash compensation earned in 2023 for Board and committee service. Amounts in this column include both annual cash retainers and fees for services on as chair of committees during 2023. |

  12. Non-Employee Director Compensation for 2023

    | (3) Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes of 6,034 RSUs granted to each of Messrs. Finnerty, Marcogliese, Moreno, Sullivan, and Zohar and Mses. Sutil and Tolson on June 10, 2023. The grant date fair value of $24.03 per share for Messrs. Finnerty, Marcogliese, Moreno, Sullivan, and Zohar and Mses. Sutil and Tolson was equal to the closing stock price on the grant date. The RSUs vest quarterly over the course of one year. |

  13. Non-Employee Director Compensation for 2023

    | (4) Effective January 18, 2024, Christine Benson Schwartzstein was appointed as a director. Ms. Benson did not receive any compensation from the Company during 2023. |

  14. Non-Employee Director Compensation for 2023

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 25 |

  15. 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 2025 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:

  16. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 26 |

  17. PROPOSAL 1: ELECTION OF DIRECTORS

    | Ezra Uzi Yemin Director since: 2001 Age: 55 | Business Experience: Mr. Yemin has served as the Chairman of our Board since December 2012. He was appointed Executive Chairman of the Board in June 2022. 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 Executive 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. | | Avigal Soreq Director since: 2022 Age: 46 | 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. |

  18. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 27 |

  19. PROPOSAL 1: ELECTION OF DIRECTORS

    | Christine Benson Schwartzstein Director since: 2024 Age: 43 | Business Experience: Ms. Benson has nearly 20 years of experience in natural resources risk management, capital markets, and investing. She is currently a director of Apollo Infrastructure Company LLC, which owns, operates and provides capital for infrastructure assets, as well as Talen Energy Corporation, an independent power producer and infrastructure company. 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. | | William J. Finnerty Director since: 2014 Age: 75 Committees: • Nominating and Corporate Governance • Environmental, Health and Safety Human Capital and Compensation | 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 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. |

  20. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 28 |

  21. PROPOSAL 1: ELECTION OF DIRECTORS

    | Richard J. Marcogliese Director since: 2020 Age: 71 Committees: • Environmental, Health and Safety, Chair • Audit • Human Capital and Compensation | 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. | | Leonardo Moreno Director since: 2022 Age: 45 Committees: • Audit • Technology | Business Experience: Mr. Moreno has over 15 years of experience in the energy industry. Since 2020 he has served as the President of AES Clean Energy, a division of The AES Corporation (NYSE: AES), a global power company leader in renewables and new technologies. Mr. Moreno has worked for The AES Corporation since 2006 in a variety of positions, 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. He served as a director of AES Brasil Energia S.A. (AESB3:BZ) from 2018 to February 2022 and has served 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 continues to pursue its commitment to clean energy. |

  22. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 29 |

  23. PROPOSAL 1: ELECTION OF DIRECTORS

    | Gary M. Sullivan, Jr. Director since: 2015 Age: 77 Committees: • Audit, Chair • Nominating and Corporate Governance • Human Capital and Compensation • Technology | Business Experience: 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. 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. | | Vasiliki (Vicky) Sutil Director since: 2019 Age: 59 Committees: • Nominating and Corporate Governance, Chair • Environmental, Health and Safety 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. 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. |

  24. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 30 |

  25. PROPOSAL 1: ELECTION OF DIRECTORS

    | Laurie Z. Tolson Director since: 2021 Age: 63 Committees: • Technology, Chair • Nominating and Corporate Governance • Human Capital and Compensation | 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. | | Shlomo Zohar Director since: 2010 Age: 72 Committees: • Human Capital and Compensation, Chair • Audit • Technology | Business Experience: 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. |

  26. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 31 |

  27. Compensation Highlights for Fiscal 2023

    | ∎ | 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”)). |

  28. Compensation Highlights for Fiscal 2023

    | ∎ | Payment of annual cash-based incentives under the 2023 AIP is based on achieving critical measures of financial, safety, environmental, and operating performance, consistent with our pay-for-performance philosophy. Financial metrics comprise 60% of the Company performance weighting and includes efficiencies as a result of our Zero Based Budgeting (“ZBB”) initiative and Earnings Before Interests Taxes Depreciation and Amortization (“EBITDA”) against Company established performance targets. Any payment under the 2023 AIP requires achieving at least threshold Adjusted EBITDA performance for the year. In 2023, the Company achieved the threshold Adjusted EBITDA hurdle of $550 million; therefore, cash bonuses were earned under the 2023 AIP. |

  29. Compensation Highlights for Fiscal 2023

    | ∎ | In February 2023, our Board approved payments under the 2022 Executive Merger and Acquisition Bonus Plan effective from June 1, 2022 through May 31, 2023 (the “M&A Bonus Plan”) applicable to certain NEOs. The purpose of the M&A Bonus Plan is to incentivize its participants to achieve the Company’s objectives related to the integration and performance of Delaware Gathering (formerly 3 Bear) following the Delaware Gathering Acquisition. All goals were achieved at target and in advance of the end of the performance period. |

  30. Compensation Highlights for Fiscal 2023

    | ∎ | 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 2023 as in past years, 50% of the target value of each executive’s long-term incentive opportunity was granted in time vesting RSUs and 50% was granted in performance-vesting PSUs. In 2023, 50% of RSUs were awarded in Company stock and 50% of the RSUs were awarded in Delek Logistics common limited partner units. The RSU grants vest on a quarterly basis over a three-year period and the PSU grants vest based on our total shareholder return (“TSR”) relative to our peers. |

  31. Summary of Compensation Actions for 2023 and 2024

    | • | The Human Capital and Compensation Committee approved payouts under the 2023 AIP for 2023 at 158% of target for the Company’s executive officers, including our NEOs, led by strong performance on our Adjusted EBITDA Achievement matrix discussed in further detail later in this section. PSUs measuring TSR relative to peers were granted in 2021 for the 2021 through 2023 performance period (1/1/2021 – 12/31/2023, 1/1/2022 – 12/31/2023, and 1/1/2023 – 12/31/2023) but failed to reach the threshold level payout; therefore, no payout was earned under the 2023 period. |

  32. Summary of Compensation Actions for 2023 and 2024

    | • | The Human Capital and Compensation Committee approved an Annual Incentive Plan for the 2024 fiscal year (the “2024 AIP”) applicable to executive officers. Under the 2024 AIP, payment of awards will be based on the Company’s Adjusted EBITDA for the year ending December 31, 2024. Under the 2024 AIP, no annual bonuses will be paid to our executive officers unless the Company’s Adjusted EBITDA for the year ending December 31, 2024 equals or exceeds $550 million. If this threshold is achieved, the 2024 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 2023 and 2024

    | • | The Human Capital and Compensation Committee approved long-term incentive awards to our named executive officers under the 2020 Long-Term Incentive Plan (the “2020 LTIP”). The awards consist of RSUs and PSUs. The 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 the peer group of companies 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. 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. In 2022, two-thirds of RSUs awarded under the 2020 LTIP were in Company stock and one-third of the RSUs were in Delek Logistics common limited partner units. Beginning in fiscal year 2023, one-half of RSUs awarded under the 2020 LTIP are in Company stock and one-half of the RSUs are in Delek Logistics common limited partner units. |

  34. Elements of Our Compensation

    | ∎ | Fixed Compensation: Base salaries, predetermined 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. |

  35. Elements of Our Compensation

    | ∎ | Annual Incentive Compensation: Performance-based annual cash bonuses are primarily intended to reward superior performance of both financial and non-financial goals by our executive officers and support fixed compensation in attracting and retaining our executive officers. |

  36. Elements of Our Compensation

    | ∎ | Long-Term Incentive Compensation: In 2023, our long-term incentive compensation for our executive officers included grants of time-vesting RSUs and performance-based PSUs. |

  37. 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 higher into our organization and adjust 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 be able to affect the Company’s performance. Therefore, they 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. The higher the executive’s position within the Company, the greater the proportion of variable pay that is linked to Company performance and shareowner return metrics. Similarly, as the 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 of fixed elements of compensation. In some cases, the variances between short-term and long-term compensation are related to tenure in the position or initial compensation package provided upon hiring. The following chart summarizes the breakout of fixed versus variable compensation and short-term versus long-term compensation as disclosed in the Summary Compensation Table for our NEOs in 2023.

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

    | | 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 | 11% | 89% | 46% | 54% | | Ezra Uzi Yemin | 13% | 87% | 64% | 36% | | Reuven Spiegel | 20% | 80% | 53% | 47% | | Denise McWatters | 21% | 79% | 52% | 48% | | Joseph Israel | 17% | 83% | 47% | 53% | | Todd O’Malley | 15% | 85% | 39% | 61% |

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

    | (1) The percent listed is based on the actual bonus payout for 2023. |

  40. 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. Compensatory Arrangements and Annual Bonuses No compensatory arrangement with any executive officer guarantees that an annual cash bonus will be 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. 2023 Annual Incentive Plan In February 2023, the Human Capital and Compensation Committee approved an Annual Incentive Plan for the 2023 fiscal year (the “2023 AIP”) applicable to executive officers, which is the same plan applicable to other employees otherwise eligible under the 2023 AIP. Under the 2023 AIP, no annual bonuses would be paid to our executive officers unless the Company’s Adjusted EBITDA for the year ending December 31, 2023 equaled or exceeded $550 million. If this threshold was achieved, the 2023 AIP was to be funded and the Human Capital and Compensation Committee could further evaluate the Company’s relative performance and exercise downward discretion under the formula set forth below.

  41. Annual Incentive Compensation

    | Category | Metric | Weight | Target | 0.5x | 1.0x | 1.5x | 2.0x | | Financial | EBITDA | 40% | 802 | 550 | 802 | 923 | 1003 | | Financial | ZBB | 20% | 45 | 40 | 45 | 47 | 50 | | Safety | Safety Program Implementation | 10% | 10% | 5% | 10% | 15% | 20% | | HSE | LTIR | 7.5% | 0.35 | 0.42 | 0.35 | 0.32 | 0.28 | | | TRIR | 2.5% | 0.61 | 0.73 | 0.61 | 0.55 | 0.49 | | | Tier 1P | 2.5% | 19 | 23 | 19 | 17 | 15 | | | PSE | 6.3% | 14 | 17 | 14 | 13 | 11 | | | Environmental | 6.3% | 54 | 65 | 54 | 49 | 43 | | Sustainability | GHG | 2.5% | 14.40 | 17.28 | 14.40 | 12.96 | 11.52 | | | Diversity | 2.5% | 1% | 0.50% | 1% | 1.50% | 2% | | Total | | 100% | | | | | | | | | | | | | | |

  42. Annual Incentive Compensation

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 40 |

  43. Annual Incentive Compensation

    | ● | Financial Performance. The Human Capital and Compensation Committee would attribute 40% of its evaluation to the Company’s financial performance under an Adjusted EBITDA achievement (“EBITDA Achievement”). |

  44. Annual Incentive Compensation

    | ● | Zero Base Budget (“ZBB”). Captured savings initiative. |

  45. Annual Incentive Compensation

    | ● | Safety Program Implementation. Increased focus on safety culture, through new initiatives rolled out in 2023. |

  46. Annual Incentive Compensation

    | ● | Safety Metrics. The Human Capital and Compensation Committee would attribute 10% of its evaluation, apportioned equally, to the Company’s performance in 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”). |

  47. Annual Incentive Compensation

    | ● | Process Safety Management/Environmental Metrics. The Human Capital and Compensation Committee would attribute 10% of its evaluation to process safety management and environmental metrics as follows: (i) 5% of its evaluation to Tier I and II events at company refining facilities under the OSHA Process Safety Management standard and (ii) 5% of its evaluation to environmental metrics which consist of (A) 3% to spills and releases, (B) 1% to flaring hours and (C) 1% to water exceedances. |

  48. Annual Incentive Compensation

    | ● | Sustainability. Focus on greenhouse gas reduction initiatives and focus on diverse hiring practices. |

  49. Annual Incentive Compensation

    | ● | Sum of the Parts Modifier. The Board has discretion to adjust bonuses under the 2023 AIP based on how the Board sees progression in the Sum of the Parts achievement. |

  50. Annual Incentive Compensation

    2023 AIP Performance In February 2024, the Human Capital and Compensation Committee evaluated the performance of the Company under the 2023 AIP under each of the metrics described above, and determined achievement under the 2023 AIP, upon the recommendations of the Company, as follows:

  51. Annual Incentive Compensation

    | ∎ | The Company’s Adjusted EBITDA for the year ending December 31, 2023 of $923 million exceeded the $550 million threshold contained in the 2023 AIP. |

  52. Annual Incentive Compensation

    | ∎ | The Company’s performance under each of the metrics described above resulted in total payout under the 2023 AIP of 158% of target, as follows: |

  53. Annual Incentive Compensation

    | ∎ | The Company’s Adjusted EBITDA Achievement was greater than $550 million which resulted in achievement of 60% of the 40% target. |

  54. Annual Incentive Compensation

    | ∎ | The Company’s TRIR and DART of 7.5% and 5%, respectively, resulted in achievement of 15% of the 10% target. |

  55. Annual Incentive Compensation

    | ∎ | The Company’s Process Safety Management / Environmental Metrics resulted in achievement of 12.5% and 9.4% of the 6.3% and 6.3% targets, respectively. |

  56. Annual Incentive Compensation

    | ∎ | The Company’s Safety Program Implementation achieved 20% of the 10% target. |

  57. Annual Incentive Compensation

    | ∎ | The Company’s GHG and Diversity achieved 1.3% and 5% of the 2.5% and 2.5% targets, respectively. |

  58. Annual Incentive Compensation

    | ∎ | The Company’s Zero-Based Budget (“ZBB”) achieved 25% of the 20% target. |

  59. Annual Incentive Compensation

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 41 |

  60. Annual Incentive Compensation

    The following table illustrates each NEO’s opportunity under 2023 AIP as well as the actual bonus earned under the 2023 AIP for 2023 performance:

  61. Annual Incentive Compensation

    | | 2023 AIP Opportunities as a % of Base Salary | | | Actual 2023 AIP Earned | | | | Minimum | Target | Maximum | % of Base Salary | Dollar Value | | Avigal Soreq | 0% | 140% | 280% | 216.5% | $1,948,100 | | Ezra Uzi Yemin | 0% | 140% | 280% | 287.8% | $1,438,938 | | Reuven Spiegel | 0% | 90% | 180% | 137.6% | $825,413 | | Denise McWatters | 0% | 75% | 150% | 118.6% | $474,375 | | Joseph Israel | 0% | 80% | 160% | 126.5% | $759,000 | | Todd O’Malley | 0% | 100% | 200% | 39.5% | $276,719 |

  62. Annual Incentive Compensation

    Executive Merger and Acquisition Bonus Plan In July 2022, our Board approved the 2022 Executive Merger and Acquisition Bonus Plan effective from June 1, 2022 through May 31, 2023 (the “M&A Bonus Plan”) applicable to certain NEOs. The purpose of the M&A Bonus Plan is to incentivize its participants to achieve the Company’s objectives related to the integration and performance of Delek Delaware Gathering following the Delek Delaware Gathering Acquisition. In February 2024, the Human Capital and Compensation Committee found that the Company achieved a 100% payout under the M&A Bonus Plan. Under the M&A Bonus Plan, the amounts of any bonuses would be based on the Human Capital and Compensation Committee’s evaluation of the Company’s performance with respect to certain metrics described below.

  63. Annual Incentive Compensation

    | • | Financial Performance. The Human Capital and Compensation Committee would attribute 10% of its evaluation to the Company’s financial performance based on EBITDA from June 1, 2022 through December 31, 2022 with a target $40.8 million. |

  64. Annual Incentive Compensation

    | • | Safety Metrics. The Human Capital and Compensation Committee would attribute 5% of its evaluation to the Company’s performance in safety as measured by TRIR with a target of 0.60. |

  65. Annual Incentive Compensation

    | • | Systems Availability. The Human Capital and Compensation Committee would attribute 10% of its evaluation to systems availability metrics as follows: (i) water system availability with a target of 92%, (ii) gas plant availability with a target of 92.4%, and (iii) crude system availability with a target of 89.3%. |

  66. Annual Incentive Compensation

    | • | Refinery Reliability and Utilization. The Human Capital and Compensation Committee would attribute the remaining 75% of its evaluation to the Company’s performance in the integration of Delek Delaware Gathering with the Company’s (i) information technology, (ii) supply chain, (iii) accounting, (iv) human resources, and (v) safety operations. |

  67. Annual Incentive Compensation

    In February 2023, our Board approved payments under the M&A Bonus Plan. All goals were achieved at target and in advance of the end of the performance period.

  68. 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

  69. Long-Term Incentives

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 42 |

  70. Long-Term Incentives

    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. Equity Awards in 2023 In 2023, 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 O’Malley and Ms. McWatters on March 10, 2023 were subject to performance periods beginning January 1, 2023 and ending December 31, 2023, beginning January 1, 2024 and ending December 31, 2024, beginning January 1, 2025 and ending December 31, 2025, and beginning January 1, 2023 and ending December 31, 2025. The PSUs granted to Mr. Spiegel on March 10, 2023 were subject to performance periods beginning January 1, 2023 and ending December 31, 2023, beginning January 1, 2024 and ending December 31, 2024, and beginning January 1, 2023 and ending December 31, 2024. 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: Beginning in 2023, 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 is 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.

  71. Long-Term Incentives

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 43 |

  72. 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% |

  73. Long-Term Incentives

    The time-vested RSUs granted prior to 2023 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. Beginning in 2023, the time-vested RSUs vest in equal amounts annually through the third anniversary of the grant date. PSU Awards Granted for The Performance Period 2021 through 2023 PSU grants made to executive officers in 2021 for the performance period 2021 through 2023 reflected the same relative TSR plan design described above. The peer group used to evaluate TSR consisted of the following companies:

  74. Long-Term Incentives

    | Calumet Specialty Product Partners, L.P. | Par Pacific Holdings, Inc. | | CVR Energy, Inc. | PBF Energy, Inc. | | HF Sinclair Corporation | Phillips 66 | | Marathon Petroleum Corporation | Valero Energy Company |

  75. Long-Term Incentives

    No awards were earned under the 2021 through 2023 PSU plan due to the Company’s TSR falling below the peer group 25th percentile. 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. 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 2023 to our NEOs and directors, please see the narrative discussions and tables under the headings “Grants of Plan-Based Awards in 2023” and “2023 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

  76. Long-Term Incentives

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 44 |

  77. Long-Term Incentives

    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.

  78. 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 six 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 six 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 six 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 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. Yemin, Soreq, Spiegel, and Israel 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

    | • | 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. Yemin, 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. Fringe Benefits, Perquisites and Severance Provisions

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 45 |

  84. Clawback Policy

    Clawback Policy Our Human Capital and Compensation Committee adopted a clawback policy in March 2016 that was updated in November 2023 (the “Clawback Policy”). The changes to the Clawback Policy in 2023 addressed new SEC rules and included the following changes: (i) recovery is triggered by a restatement of financial statements, regardless of fault on the part of the executive; (ii) if triggered, the Company must pursue recovery of excess compensation, subject to limited exceptions when recovery would cost more than would be recovered; (iii) the Company must recover the excess of what was paid over what would have been paid based on the restated financial statements, all on a pre-tax basis; and (iv) the Clawback Policy applies to all incentive compensation based on financial reporting measures during the past three years, including performance-vesting equity compensation. Under the Clawback Policy, as amended in November 2023, if our consolidated financial statements are restated within three years of the first filing of such financial statements with the SEC due to material noncompliance with any financial reporting requirements under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Human Capital and Compensation Committee may require that any current or former employee subject to the Clawback Policy (which includes all of our executive officers) forfeit and/or return to us all or a portion of any compensation that was granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as such term is defined in the Clawback Policy) and shall include any award of stock options, 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.

  85. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below summarizes the compensation for the fiscal year ended December 31, 2023 (and the two prior fiscal years) for (i) our principal executive officer (Mr. Soreq), (ii) our principal financial officer (Mr. Spiegel), (iii) our three other most highly compensated executive officers for the fiscal year ended December 31, 2023 (Ms. McWatters and Messrs. Yemin and Israel), and (iv) an additional individual who would have been a named executive officer but for the fact that they were not serving as an executive officer at December 31, 2023 (Mr. O’Malley). 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.

  86. Summary Compensation Table

    | Name Principal Position(s) | Fiscal Year | Salary (1) | Bonus (2) | Stock Awards (3) | Option Awards | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total (6) | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Avigal Soreq Chief Executive Officer | 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 | | | 2021 | 34,615 | — | — | — | — | 547,040 | 581,656 | | Ezra Uzi Yemin Executive Chairman | 2023 | 650,000 (7) | 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 | | | 2021 | 871,026 | — | 7,771,055 | — | — | 26,332 | 8,668,413 | | Reuven Spiegel EVP, Chief Financial Officer | 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 | | | 2021 | 490,385 | 500,000 | 969,748 | — | — | 7,498 | 1,967,630 | | Denise McWatters EVP, General Counsel, and Corporate Secretary | 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 | | | 2021 | 362,308 | — | 848,462 | — | — | 2,741 | 1,213,511 | | Joseph Israel EVP, Operations | 2023 | 438,462 | — | 1,100,897 | — | 759,000 | 236,831 | 2,535,190 | | Former Executive Officer | | | | | | | | | | Todd O’Malley (8) Former EVP, Chief Operating Officer | 2023 | 538,462 | 700,000 | 1,552,714 | — | 276,719 | 580,763 | 3,648,657 | | | 2022 | 673,077 | 50,000 | 1,875,814 | — | 1,186,500 | 27,040 | 3,812,432 | | | 2021 | 484,616 | 50,000 | 969,724 | — | — | 425,929 | 1,930,268 |

  87. 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. |

  88. Summary Compensation Table

    | (2) As part of the 2022 Delaware Gathering Acquisition, for 2023, the amounts reported in this column reflect payouts under the M&A Bonus Plan related to the Delek Delaware Gathering Acquisition. |

  89. 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 2023, see the column titled “Stock Awards – Value Realized on Vesting” in the Option Exercises and Stock Vested Table below. |

  90. 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 4.32%, an expected term of 2.81 years and expected volatility of 64.46%. The fair value of RSUs is calculated using the closing price of our Common Stock and DKL’s common limited partner units on the date of the grant. Assumptions used in the calculation of these amounts for the 2023 fiscal year are included in footnote 20 to our audited financial statements for the 2023 fiscal year included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. Because the fair value of PSUs is calculated differently than the fair value of RSUs, the grant

  91. Summary Compensation Table

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 48 |

  92. Summary Compensation Table

    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 2023 would be $5,496,222 for Mr. Soreq, $1,564,067 for Mr. Spiegel, $1,099,235 for Ms. McWatters, $2,355,480 for Mr. O’Malley, and $1,701,832 for Mr. Israel. The grant date fair value of each PSU and RSU award in 2023 is set forth in the Grants of Plan-Based Awards in 2023 table on page 45.

  93. Summary Compensation Table

    | (4) For 2023, the amounts reported in this column reflect amounts earned under the 2023 AIP. |

  94. Summary Compensation Table

    | (5) For fiscal year 2023, this amount includes matching contributions to the Company’s 401(k) Plan in the amount of $22,500 for each of Messrs. Yemin, Soreq, Spiegel, Israel, and O’Malley and Ms. McWatters, and group term life insurance premiums of $810 for Mr. Soreq, $2,322 for Mr. Yemin, $6,858 for Mr. Spiegel, $3,564 for Ms. McWatters, and $955 for Mr. O’Malley. For Mr. Soreq, this amount also includes reimbursement in the amount of $4,680 for professional tax preparation fees, $3,000 for medical examination fees, $42,395 for auto expenses, $77,712 for relocation services rendered in 2023, and $1,000 for HSA employer contributions. For Mr. Yemin, this amount also includes reimbursement in the amount of $24,601 for professional tax preparation fees. For Mr. Spiegel, this amount also includes reimbursement in the amount of $910 for phone expenses, $72,721 for rent, and $14,295 for auto expenses. For Mr. Israel, this amount also includes reimbursement in the amount of $214,331 for relocation services rendered in 2023. No other NEO had perquisites or other personal benefits in 2023 with an aggregate value in excess of $10,000. |

  95. Summary Compensation Table

    | (6) The amounts in this column include the grant date fair value of equity awards that vest over a three year period as described in footnote (3) above, and therefore do not reflect the dollar value of compensation actually received by our executives in any given year. For example, while the grant date fair value of equity awards for Mr. Soreq in 2023 was $3,623,101, the dollar value of Mr. Soreq’s equity awards which actually vested during 2023 was only $1,132,681. |

  96. Summary Compensation Table

    | (7) Mr. Yemin’s salary was further reduced from $800,000 to $500,000 on June 19, 2023, in accordance with his employment agreement. |

  97. Summary Compensation Table

    | (8) During the fiscal year ended December 31, 2023 Mr. O’Malley served as our EVP, Chief Operating Officer. Mr. O’Malley resigned from the Company effective as of September 22, 2023. The All Other Compensation column includes $207,308 representing payment for accrued vacation and $350,000 representing severance pay in connection with his resignation. |

  98. Summary Compensation Table

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 49 |

  99. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information regarding plan-based awards granted to our NEOs during fiscal year 2023:

  100. Grants of Plan-Based Awards in 2023

    | 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 | 03/10/2023 03/10/2023 03/10/2023 03/10/2023 03/10/2023 03/10/2023 | 7,508 7,508 7,508 15,015 | 15,015 15,015 15,015 30,030 | 30,030 30,030 30,030 60,060 | 37,537 (4) 16,895 (5) | $253,003 $434,534 $432,432 $753,152 $874,987 $874,992 | | Yemin | — | $700,000 | $1,400,000 | 03/10/2023 03/10/2023 | | | | 32,175 (4) 14,481 (5) | $749,999 $749,971 | | Spiegel | — | $540,000 | $1,080,000 | 03/10/2023 03/10/2023 03/10/2023 03/10/2023 03/10/2023 | 3,539 3,540 4,719 | 7,078 7,079 9,438 | 14,156 14,158 18,876 | 11,797 (4) 5,309 (5) | $110,417 $201,752 $194,895 $274,988 $274,953 | | McWatters | — | $300,000 | $600,000 | 03/10/2023 03/10/2023 03/10/2023 03/10/2023 03/10/2023 03/10/2023 | 1,502 1,502 1,502 3,003 | 3,003 3,003 3,003 6,006 | 6,006 6,006 6,006 12,012 | 7,507 (4) 3,379 (5) | $50,601 $86,907 $86,486 $150,630 $174,988 $174,998 | | Israel | — | $480,000 | $960,000 | 06/09/2023 06/09/2023 06/09/2023 06/09/2023 06/09/2023 06/09/2023 | 2,151 2,151 2,151 4,301 | 4,301 4,301 4,301 8,602 | 8,602 8,602 8,602 17,204 | 10,752 (4) 5,112 (5) | $98,063 $126,320 $127,009 $249,544 $249,984 $249,977 | | Former Executive Officer | | | | | | | | | | | O’Malley | — | $700,000 | $1,400,000 | 03/10/2023 03/10/2023 03/10/2023 03/10/2023 03/10/2023 03/10/2023 | 3,218 3,218 3,218 6,435 | 6,435 6,435 6,435 12,870 | 12,870 12,870 12,870 25,740 | 16,087 (4) 7,240 (5) | $108,430 $186,229 $185,328 $322,780 $374,988 $374,960 |

  101. Grants of Plan-Based Awards in 2023

    | (1) Represents possible payouts under the 2023 AIP. |

  102. Grants of Plan-Based Awards in 2023

    | (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, and O’Malley and Ms. McWatters on March 10, 2023 are subject to four different performance periods: January 1, 2023 and ending December 31, 2023, January 1, 2024 and ending December 31, 2024, January 1, 2025 and ending December 31, 2025, and January 1, 2023 and ending December 31, 2025. The PSUs granted to Mr. Spiegel on March 10, 2023 are subject to three different performance periods: January 1, 2023 and ending December 31, 2023, January 1, 2024 and ending December 31, 2024, and January 1, 2023 and ending December 31, 2024. The PSUs granted to Mr. Israel on June 9, 2023 are subject to four different performance periods: January 1, 2023 and ending December 31, 2023, January 1, 2024 and ending December 31, 2024, January 1, 2025 and ending December 31, 2025, and January 1, 2023 and ending December 31, 2025. |

  103. Grants of Plan-Based Awards in 2023

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 50 |

  104. Grants of Plan-Based Awards in 2023

    | (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 2023 fiscal year are included in footnote 20 to our audited financial statements for the 2023 fiscal year included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. 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. |

  105. Grants of Plan-Based Awards in 2023

    | (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. |

  106. Grants of Plan-Based Awards in 2023

    | (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. |

  107. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table

    Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2023 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 2023 Table. Yemin Employment Agreement On March 28, 2022, we announced that Mr. Yemin would be transitioning from our Chief Executive Officer to Executive Chairman of the Board in June 2022, in connection with the appointment of Avigal Soreq as our Chief Executive Officer. In connection with this transition we entered into two agreements with Mr. Yemin. The first is an amendment to the amended and restated employment agreement that the Company entered into with Mr. Yemin on May 8, 2020 (the “Yemin Employment Agreement”) that terminates the Yemin Employment Agreement on the date he becomes our Executive Chairman of the Board, provided, however, that the accelerated vesting described below under the heading “Potential Payments Upon Termination or Change-In-Control” in this Proxy Statement under the Yemin Employment Agreement will be preserved through Mr. Yemin’s tenure as Executive Chairman of the Board. The second agreement entered into with Mr. Yemin in connection with this transition is a new Executive Chairman Agreement (the “Executive Chairman Agreement”). Under the Executive Chairman Agreement Mr. Yemin will, provided that he continues to be elected as a member of the Board, serve as the Executive Chairman of the Board and be entitled to receive a base salary of $800,000 for the first twelve months following the Executive Chairman Agreement and base salary of $500,000 through the period beginning on the first anniversary of the effective date of the Executive Chairman Agreement and ending December 31, 2023. Mr. Yemin is eligible to receive, through the period ending December 31, 2023, an annual target bonus of 140% of the base salary in effect for the calendar year in which such bonus is payable. If at any time during the period ending December 31, 2025 Mr. Yemin ceases to be a member of the Board, he will serve as an advisor to our Chief Executive Officer and the Board on mutually agreeable terms to be determined in good faith and will receive competitive market compensation for such services. Effective as of March 1, 2023, the Human Capital and Compensation Committee and the Board voted to approve an amendment to the Executive Chairman Agreement (the “Executive Chairman Agreement Amendment”). Under the Executive Chairman Agreement Amendment, the term of the Executive Chairman Agreement is extended to December 31, 2024, with an annual base salary of $500,000 for the 2024 fiscal year. Additionally, under the Executive Chairman Agreement Amendment Mr. Yemin will receive grants of time-vesting equity awards on March 10, 2023 consisting of $750,000 of Delek RSUs and $750,000 of DKL RSUs, which grants will vest 50% on December 31, 2023 and 50% on December 31, 2024, subject to Mr. Yemin’s continued service to the Company. Under the terms of the Yemin Employment Agreement and the Executive Chairman Agreement, as amended, Mr. Yemin 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. Soreq Employment Agreement On May 28, 2022, we entered into an employment agreement with Mr. Soreq (the “Soreq Agreement”) with a fixed term ending on June 12, 2026. The Soreq Agreement does not contemplate automatic extension. In addition, the failure to renew the Soreq Agreement will not constitute an

  108. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 51 |

  109. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table

    event that triggers severance payments. 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 February 2023, the Human Capital and Compensation Committee and the Board voted to approve an increase in Mr. Soreq’s base salary from $800,000 annually to $900,000 annually, effective as of March 1, 2023. Additionally, the Human Capital and Compensation Committee and the Board voted to approve an increase in Mr. Soreq’s long-term incentive compensation from $3,000,000 annually to $3,500,000 annually, effective as of March 1, 2023. The Human Capital and Compensation Committee also approved the grant of time-vesting RSUs to Mr. Soreq under the Company’s 2016 Long-Term Incentive Plan on March 10, 2023 with an aggregate grant date fair value of $875,000, which will vest quarterly over three years upon Mr. Soreq’s continued service to the Company. Finally, the Human Capital and Compensation Committee approved a grant of performance-based PSUs on March 10, 2023 in target quantities equal to $1.75 million. 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. Spiegel Employment Agreement On August 1, 2020, we entered into an employment agreement with Mr. Spiegel that expires on December 31, 2023 (the “Spiegel Agreement”). The Spiegel Agreement amends and replaces the offer letter the Company entered into with Mr. Spiegel in April 2020 in connection with his appointment as Chief Financial Officer. The Spiegel Agreement provides for the following: an annual base salary of $500,000; a $500,000 cash bonus opportunity payable in April 2021; beginning in 2021, an annual bonus opportunity with a target amount of 75% of base salary and a maximum payout opportunity of 200% of the target amount; and, beginning in 2021, annual grants under the Company’s 2016 Long-Term Incentive Plan in an amount of $800,000 per year split evenly between time-vesting RSUs and performance-based PSUs. 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. In February 2023, the Human Capital and Compensation Committee and the Board voted to amend the Spiegel Agreement to extend the term through December 31, 2024. The Human Capital and Compensation Committee and the Board also approved an increase in Mr. Spiegel’s base salary from $500,000 annually to $600,000 annually, effective as of March 1, 2023. Additionally, the Human Capital and Compensation Committee and the Board voted to approve an increase in Mr. Spiegel’s annual bonus opportunity from a target amount of 75% of base salary to 90% of base salary. The Human Capital and Compensation Committee and the Board also voted to approve grants under the Company’s 2016 Long-Term Incentive Plan in an amount of $1,100,000 split evenly between time-vesting RSUs, which will vest annually over two years, and performance-based PSUs, which are subject to a performance period of January 1, 2023 to December 31, 2024.

  110. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 52 |

  111. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table

    In February 2023, the Human Capital and Compensation Committee and the Board also voted to approve a consulting agreement (the “Spiegel Consulting Agreement”) with Mr. Spiegel which will become effective upon the earlier of (i) three months’ notice or (ii) December 31, 2024, unless Mr. Spiegel is terminated for cause. The term of the Spiegel Consulting Agreement is for twelve months and provides for an annual base salary of $400,000. 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. McWatters Employment Agreement On February 3, 2021, we entered into an employment agreement with Ms. McWatters that expires on February 28, 2025 (the “McWatters Agreement”). The McWatters Agreement provides Ms. McWatters with an annual base salary of at least $400,000 and sets her annual bonus target at 75% of base salary with a maximum payout opportunity of 200% of the target amount. The McWatters Agreement also provides that Ms. McWatters is eligible for annual grants under the Company’s 2016 Long-Term Incentive Plan in a target amount of at least $700,000 per year split evenly between time-vested RSUs and performance-based PSUs. 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. Israel Employment Agreement Effective as of March 27, 2023, we entered into an employment agreement with Mr. Israel that expires on March 27, 2027 (the “Israel Agreement”). The Israel Agreement provides Mr. Israel with an annual base salary of at least $600,000 and sets his annual bonus target at 80% of base salary with a maximum payout opportunity of 200% of the target amount. The Israel Agreement also provides that Mr. Israel is eligible for annual grants under the Company’s 2016 Long-Term Incentive Plan in a target amount of at least $1,000,000 per year split evenly between time-vested RSUs and performance-based PSUs. 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.

  112. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 53 |

  113. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table provides information about the number of outstanding equity awards held by our NEOs at December 31, 2023.

  114. Outstanding Equity Awards at December 31, 2023

    | | 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 | — | — | — | — | 14,976 28,153 4,668 12,672(2) (2) (3) (3) | $ $ $ $ | 386,381 726,347 201,518 547,050 | 11,230 22,463 15,015 15,015 15,015 30,030(2) (2) (3) (3) (3) (3) | $ $ $ $ $ $ | 289,734 579,545 387,387 387,387 387,387 774,774 | | Ezra Uzi Yemin | — | — | — | — | 7,040 46,975 16,088 2,420 12,430 7,241(4) (5) (6) (4) (5) (6) | $ $ $ $ $ $ | 181,632 1,211,955 415,070 104,471 536,603 312,594 | 126,709 169,104(4) (5) | $ $ | 3,269,092 4,362,883 | | Reuven Spiegel | — | — | — | — | 6,742 3,035(9) (9) | $ $ | 173,944 131,021 | 16,090 18,282 7,078 7,079 9,438(7) (8) (9) (9) (9) | $ $ $ $ $ | 415,122 471,676 182,612 182,638 243,500 | | Denise McWatters | — | — | — | — | 783 4,445 5,631 269 1,176 2,535(10) (11) (12) (10) (11) (12) | $ $ $ $ $ $ | 20,201 114,681 145,280 11,613 50,768 109,436 | 7,039 15,996 3,003 3,003 3,003 6,006(10) (11) (12) (12) (12) (12) | $ $ $ $ $ $ | 181,606 412,697 77,477 77,477 77,477 154,955 | | Joseph Israel | — | — | — | — | 8,960 4,260(13) (13) | $ $ | 231,168 183,904 | 4,301 4,301 4,301 8,602(13) (13) (13) (13) | $ $ $ $ | 110,966 110,966 110,966 221,932 | | Former Executive Officer | | | | | | | | | | | | Todd O’Malley | — | — | — | — | — | | — | — | | — |

  115. Outstanding Equity Awards at December 31, 2023

    | (1) Amounts in these columns with respect to Delek RSUs and PSUs are based upon a market value of $25.80 per share, which was the closing price of our Common Stock on the NYSE on December 29, 2023, the last trading day of fiscal year 2023. Amounts with respect to Delek Logistics RSUs are based upon a market value of $43.17 per Delek Logistics common unit, which was the closing price of Delek Logistics common units on the NYSE on December 29, 2023, the last trading day of fiscal year 2023. The value of PSUs assumes settlement at the target quantities. |

  116. Outstanding Equity Awards at December 31, 2023

    | (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 are subject to a performance period that began January 1, 2022 and ends December 31, 2023. 22,463 of the PSUs are subject to a performance period that began January 1, 2022 and ends December 31, 2024. The RSUs vest quarterly over three years, pro rata. 14,973 of the Delek RSUs and 4,663 of the Delek Logistics RSUs had vested at December 31, 2023. |

  117. Outstanding Equity Awards at December 31, 2023

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 54 |

  118. Outstanding Equity Awards at December 31, 2023

    | (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 ends December 31, 2023. 15,015 of the PSUs are subject to a performance period that began January 1, 2024 and ends 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. 9,384 of the Delek RSUs and 4,223 of the Delek Logistics RSUs had vested at December 31, 2023. |

  119. Outstanding Equity Awards at December 31, 2023

    | (4) On March 10, 2021, Mr. Yemin was granted 126,709 PSUs, 84,473 Delek RSUs and 29,029 Delek Logistics RSUs. The PSUs are subject to a performance period that began January 1, 2021 and ends December 31, 2023. The RSUs vest quarterly over three years, pro rata. 77,433 of the Delek RSUs and 26,609 of the Delek Logistics RSUs had vested at December 31, 2023. |

  120. Outstanding Equity Awards at December 31, 2023

    | (5) 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 ends December 31, 2024. The RSUs vest quarterly over three years, pro rata. 65,761 of the Delek RSUs (cash award) and 7,240 of the Delek Logistics RSUs (cash award) had vested at December 31, 2023. |

  121. Outstanding Equity Awards at December 31, 2023

    | (6) On March 10, 2023, Mr. Yemin was granted 32,175 Delek RSUs and 14,481 Delek Logistics RSUs. 16,087 of the Delek RSUs and 7,240 Delek Logistics RSUs had vested at December 31, 2023. |

  122. Outstanding Equity Awards at December 31, 2023

    | (7) On March 10, 2021, Mr. Spiegel was granted 16,090 PSUs, 10,726 Delek RSUs and 3,686 Delek Logistics RSUs. The PSUs are subject to a performance period that began January 1, 2021 and ends December 31, 2023. The RSUs vest quarterly over three years, pro rata. 10,726 of the Delek RSUs and 3,686 of the Delek Logistics RSUs had vested at December 31, 2023. |

  123. Outstanding Equity Awards at December 31, 2023

    | (8) On March 10, 2022, Mr. Spiegel was granted 18,282 PSUs, 12,188 Delek RSUs and 3,225 Delek Logistics RSUs. The PSUs are subject to a performance period that began January 1, 2022 and ends December 31, 2023. The RSUs vest quarterly over three years, pro rata. 12,188 of the Delek RSUs and 3,225 of the Delek Logistics RSUs had vested at December 31, 2023. |

  124. Outstanding Equity Awards at December 31, 2023

    | (9) On March 10, 2023, Mr. Spiegel was granted 23,595 PSUs, 11,797 Delek RSUs and 5,309 Delek Logistics RSUs. 7,078 PSUs are subject to a performance period that began January 1, 2023 and ends 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. 5,055 Delek RSUs and 2,274 Delek Logistics RSUs had vested at December 31, 2023. |

  125. Outstanding Equity Awards at December 31, 2023

    | (10) On March 10, 2021, Ms. McWatters was granted 14,077 PSUs, 9,385 Delek RSUs and 3,225 Delek Logistics RSUs. 3,519 of the PSUs were subject to a performance period that began January 1, 2021 and ended December 31, 2021; none of these PSUs were paid out on. 3,519 of the PSUs were subject to a performance period that began January 1, 2021 and ended December 31, 2022, of these PSUs 1,759 were paid out. 7,039 of the PSUs are subject to a performance period that began January 1, 2021 and ends December 31, 2023. The RSUs vest quarterly over three years, pro rata. 8,602 of the Delek RSUs and 2,956 of the Delek Logistics RSUs had vested at December 31, 2023. |

  126. Outstanding Equity Awards at December 31, 2023

    | (11) 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 ends December 31, 2024. The RSUs vest quarterly over three years, pro rata. 6,219 of the Delek RSUs and 1,645 of the Delek Logistics RSUs had vested at December 31, 2023. |

  127. Outstanding Equity Awards at December 31, 2023

    | (12) 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 are subject to a performance period that began January 1, 2023 and ends December 31, 2023. 3,003 of the PSUs are subject to a performance period that began January 1, 2024 and ends 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. 1,876 of the Delek RSUs and 844 of the Delek Logistics RSUs had vested at December 31, 2023. |

  128. Outstanding Equity Awards at December 31, 2023

    | (13) 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 ends December 31, 2023. 4,301 of |

  129. Outstanding Equity Awards at December 31, 2023

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 55 |

  130. Outstanding Equity Awards at December 31, 2023

    | the PSUs are subject to a performance period that began January 1, 2024 and ends 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. 1,792 of the Delek RSUs and 852 of the Delek Logistics RSUs had vested at December 31, 2023. |

  131. Outstanding Equity Awards at December 31, 2023

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 56 |

  132. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information about NQSO and SAR exercises by, and the vesting of RSUs and PSUs for, our NEOs during fiscal year 2023.

  133. Option Exercises and Stock Vested in 2023

    | Name | Option Awards | | Stock Awards | | | | 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 | 37,927(1) | $1,132,681(1) | | Ezra Uzi Yemin | n/a | n/a | 129,384(2) | $3,879,538(2) | | Reuven Spiegel | n/a | n/a | 22,145(3) | $691,391(3) | | Denise McWatters | n/a | n/a | 13,178(4) | $405,237(4) | | Joseph Israel | n/a | n/a | 2,644(5) | $88,590(5) | | Former Executive Officer | | | | | | Todd O’Malley | n/a | n/a | 16,725(6) | $516,192(6) |

  134. Option Exercises and Stock Vested in 2023

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

  135. Option Exercises and Stock Vested in 2023

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | SOREQ | 3/10/2023 | 777 | DKL | RSU | $51.79 | $40,241 | | | 3/10/2023 | 2,495 | DK | RSU | $23.31 | $58,158 | | | 3/10/2023 | 11,230 | DK | PSU | $23.31 | $261,771 | | | 6/9/2023 | 2,495 | DK | RSU | $24.03 | $59,955 | | | 6/9/2023 | 777 | DKL | RSU | $53.26 | $41,383 | | | 9/8/2023 | 8,752 | DK | RSU | $30.71 | $268,774 | | | 9/8/2023 | 3,592 | DKL | RSU | $41.35 | $148,529 | | | 12/8/2023 | 5,624 | DK | RSU | $25.94 | $145,887 | | | 12/8/2023 | 2,185 | DKL | RSU | $49.42 | $107,983 |

  136. Option Exercises and Stock Vested in 2023

    | * 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. |

  137. Option Exercises and Stock Vested in 2023

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 57 |

  138. Option Exercises and Stock Vested in 2023

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

  139. Option Exercises and Stock Vested in 2023

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | YEMIN | 3/10/2023 | 27,742 | DK | RSU | $23.31 | $646,666 | | | 3/10/2023 | 4,904 | DKL | RSU | $51.79 | $253,978 | | | 3/10/2023 | 9,394 | DK | RSU – Cash Award | $23.31 | $218,974 | | | 6/9/2023 | 7,040 | DK | RSU | $24.03 | $169,171 | | | 6/9/2023 | 4,904 | DKL | RSU | $53.26 | $261,187 | | | 6/9/2023 | 9,394 | DK | RSU – Cash Award | $24.03 | $225,738 | | | 9/8/2023 | 7,040 | DK | RSU | $30.71 | $216,198 | | | 9/8/2023 | 4,904 | DKL | RSU | $41.35 | $202,780 | | | 9/8/2023 | 9,395 | DK | RSU – Cash Award | $30.71 | $288,520 | | | 12/8/2023 | 7,040 | DK | RSU | $25.94 | $182,618 | | | 12/8/2023 | 4,905 | DKL | RSU | $49.42 | $242,405 | | | 12/8/2023 | 9,395 | DK | RSU – Cash Award | $25.94 | $243,706 | | | 12/29/2023 | 16,087 | DK | RSU | $25.80 | $415,045 | | | 12/29/2023 | 7,240 | DKL | RSU | $43.17 | $312,551 |

  140. Option Exercises and Stock Vested in 2023

    | * 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. |

  141. Option Exercises and Stock Vested in 2023

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

  142. Option Exercises and Stock Vested in 2023

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | SPIEGEL | 3/10/2023 | 2,858 | DK | RSU | $23.31 | $66,620 | | | 3/10/2023 | 845 | DKL | RSU | $51.79 | $43,763 | | | 6/9/2023 | 2,858 | DK | RSU | $24.03 | $68,678 | | | 6/9/2023 | 845 | DKL | RSU | $53.26 | $45,005 | | | 9/8/2023 | 2,859 | DK | RSU | $30.71 | $87,800 | | | 9/8/2023 | 845 | DKL | RSU | $41.35 | $34,941 | | | 12/8/2023 | 2,860 | DK | RSU | $25.94 | $74,188 | | | 12/8/2023 | 846 | DKL | RSU | $49.42 | $41,809 | | | 12/29/2023 | 5,055 | DK | RSU | $25.80 | $130,419 | | | 12/29/2023 | 2,274 | DKL | RSU | $43.17 | $98,169 |

  143. Option Exercises and Stock Vested in 2023

    | * 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 2023

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 58 |

  145. Option Exercises and Stock Vested in 2023

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

  146. Option Exercises and Stock Vested in 2023

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | MCWATTERS | 3/10/2023 | 1,760 | DK | PSU | $23.31 | $41,026 | | | 3/10/2023 | 1,670 | DK | RSU | $23.31 | $38,928 | | | 3/10/2023 | 504 | DKL | RSU | $51.79 | $26,102 | | | 6/9/2023 | 1,670 | DK | RSU | $24.03 | $40,130 | | | 6/9/2023 | 504 | DKL | RSU | $53.26 | $26,843 | | | 9/8/2023 | 2,922 | DK | RSU | $30.71 | $89,735 | | | 9/8/2023 | 1,067 | DKL | RSU | $41.35 | $44,120 | | | 12/8/2023 | 2,296 | DK | RSU | $25.94 | $59,558 | | | 12/8/2023 | 785 | DKL | RSU | $49.42 | $38,795 |

  147. Option Exercises and Stock Vested in 2023

    | * 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. |

  148. Option Exercises and Stock Vested in 2023

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

  149. Option Exercises and Stock Vested in 2023

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | ISRAEL | 12/8/2023 | 1,792 | DK | RSU | $25.94 | $46,484 | | | 12/8/2023 | 852 | DKL | RSU | $49.42 | $42,106 |

  150. Option Exercises and Stock Vested in 2023

    | * 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 2023

    | (6) Quantities and values for these columns are comprised of the following: |

  152. Option Exercises and Stock Vested in 2023

    | NAME | VESTING DATE | SHARES/UNITS VESTED | SYMBOL | AWARD TYPE | FAIR MARKET VALUE PER SHARE OR UNIT* | FAIR MARKET VALUE | | O’MALLEY | 3/10/2023 | 2,011 | DK | PSU | $23.31 | $46,876 | | | 3/10/2023 | 2,798 | DK | RSU | $23.31 | $65,221 | | | 3/10/2023 | 811 | DKL | RSU | $51.79 | $42,002 | | | 6/9/2023 | 2,798 | DK | RSU | $24.03 | $67,236 | | | 6/9/2023 | 811 | DKL | RSU | $53.26 | $43,194 | | | 9/8/2023 | 5,479 | DK | RSU | $30.71 | $168,260 | | | 9/8/2023 | 2,017 | DKL | RSU | $41.35 | $83,403 |

  153. Option Exercises and Stock Vested in 2023

    | * 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 2023

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 59 |

  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 six 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 six 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, 2023.

  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 | — | — | — | — | — | | Yemin | — | — | — | — | — | | Spiegel | — | — | — | — | — | | McWatters | — | — | — | — | — | | Israel | — | — | — | — | — | | Former Executive Officer | | | | | | | O’Malley | — | — | — | — | — |

  157. Non-Qualified Deferred Compensation

    | (1) These amounts represent elective contributions into the Deferred Compensation Plan during 2023 of eligible compensation earned by each of our NEOs. The amount of any base salary deferred is included in the amount reported in the 2023 salary column of the Summary Compensation Table above, and the amount of any annual incentive deferred is included in the amount reported in the 2023 non-equity incentive plan compensation column of the Summary Compensation Table above. Deferrals related to amounts otherwise payable in 2024 (even if considered earned in 2023) will be shown as executive contributions for 2024. |

  158. Non-Qualified Deferred Compensation

    | (2) These amounts represent Company matching contributions to the Deferred Compensation Plan during 2023. The amount in this column for each NEO is included in the 2023 “All Other Compensation” column of the Summary Compensation Table above. The amounts in this column account for the company match of 100% up to 6%. 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. | 2024 PROXY STATEMENT | 60 |

  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 29, 2023 and their last day of employment was December 29, 2023. 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) | Yemin (3) | Spiegel (4) | McWatters (5) | Israel (6) | O’Malley (7) | | Severance Payment | $5,580,000 | $1,900,000 | $1,680,000 | $1,000,000 | $1,080,000 | $626,719 | | COBRA | $52,212 | $52,212 | $34,808 | $34,808 | $34,808 | $— | | Accrued/Unused Vacation | $117,692 | $134,615 | $94,615 | $55,385 | $53,077 | $207,308 | | Accelerated RSUs | $478,938 | $985,527 | $152,461 | $154,488 | $82,945 | $— | | Accelerated PSUs | $1,321,743 | $6,177,681 | $1,033,935 | $585,866 | $184,943 | $— | | Accelerated SARs | $— | $— | $— | $— | $— | $— | | TOTAL | $7,550,584 | $9,250,035 | $2,995,819 | $1,830,547 | $1,435,773 | $834,026 | | Change-In-Control (8) | Soreq (9) | Yemin (10) (11) | Spiegel (12) | McWatters (13) | Israel (14) | O’Malley (7) | | Severance/Change-In-Control Payment | $7,740,000 | $3,700,000 | $2,820,000 | $1,700,000 | $2,160,000 | $— | | COBRA | $52,212 | $52,212 | $34,808 | $34,808 | $34,808 | $— | | Accrued/Unused Vacation | $117,692 | $134,615 | $94,615 | $55,385 | $53,077 | $— | | Accelerated RSUs | $1,861,296 | $2,762,326 | $304,965 | $451,979 | $415,072 | $— | | Accelerated PSUs | $2,806,214 | $7,631,975 | $1,495,549 | $981,690 | $554,829 | $— | | Accelerated Options/SARs | $— | $— | $— | $— | $— | $— | | TOTAL | $12,577,415 | $14,281,129 | $4,749,936 | $3,223,861 | $3,217,786 | $— |

  164. 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 29, 2023, the last trading day of fiscal year 2023, using the closing price our Common Stock on the NYSE of $25.80 per share and the closing price of Delek Logistics common units on the NYSE of $43.17 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. |

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

    | (2) Assumes acceleration of 11,248 unvested DK RSUs, 4,372 unvested DKL RSUs, and 51,230 unvested PSUs. |

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

    | (3) Assumes acceleration of 25,830 unvested DK RSUs, 7,392 unvested DKL RSUs, and 239,445 unvested PSUs. |

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

    | (4) Assumes acceleration of 3,371 unvested DK RSUs, 1,517 unvested DKL RSUs, and 40,075 unvested PSUs. |

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

    | (5) Assumes acceleration of 3,811 unvested DK RSUs, 1,301 unvested DKL RSUs, and 22,708 unvested PSUs. |

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

    | (6) Assumes acceleration of 1,791 unvested DK RSUs, 851 unvested DKL RSUs, and 7,168 unvested PSUs. |

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

    | (7) Mr. O’Malley resigned from the Company effective as of September 22, 2023. The amounts shown in the table reflect the amounts that were actually paid in connection with his resignation. No amounts are shown in the Change-in-Control table because employment actually terminated in 2023. |

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

    | (8) 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 29, 2023, the last trading day of fiscal year 2023, when the fair market values of our |

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

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 61 |

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

    | Common Stock and Delek Logistics’ common units were $25.80 per share and $43.17 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). |

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

    | (9) Assumes acceleration of 43,129 unvested DK RSUs, 17,340 unvested DKL RSUs, and 108,768 unvested PSUs. |

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

    | (10) Assumes acceleration of 70,103 unvested DK RSUs, 22,091 unvested DKL RSUs, and 295,813 unvested PSUs. |

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

    | (11) Mr. Yemin’s change in control payout on his equity awards are single trigger, such that he will receive his equity awards whether or not he is terminated. |

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

    | (12) Assumes acceleration of 6,742 unvested DK RSUs, 3,035 unvested DKL RSUs, and 57,967 unvested PSUs. |

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

    | (13) Assumes acceleration of 10,859 unvested DK RSUs, 3,980 unvested DKL RSUs, and 38,050 unvested PSUs. |

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

    | (14) Assumes acceleration of 8,960 unvested DK RSUs, 4,260 unvested DKL RSUs, and 21,505 unvested PSUs. |

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

    Narrative to the Potential Payments Upon Termination or Change-In-Control Tables Yemin Employment Agreement Under the Executive Chairman Agreement, in the event Mr. Yemin is terminated without cause (as defined in the Executive Chairman Agreement) or terminates his employment with good reason (as defined in the Executive Chairman Agreement), Mr. Yemin 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. Yemin 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. Yemin’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 Executive Chairman Agreement. If Mr. Yemin 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. Yemin 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 Executive Chairman Agreement), Mr. Yemin’s employment is terminated by the Company without cause or he terminates his employment for good reason, Mr. Yemin 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. Yemin 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. In addition to the foregoing, Mr. Yemin would receive an additional $500,000 cash bonus had the change in control occurred before March 10, 2021. All payments to be made by the Company upon termination as described above are subject to Mr. Yemin executing a release of claims in favor of the Company. In addition to benefits available to the Company’s senior executive officers generally, the Executive Chairman 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.

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

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 62 |

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

    All payments to be made by the Company upon termination as described above are subject to Mr. Yemin executing a release of claims in favor of the Company. Please see the narrative discussion following the Summary Compensation Table and Grants of Plan Based Awards in 2023 table in this Proxy Statement for further discussion of the material terms of the Yemin Employment Agreement and the Executive Chairman Agreement. 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 three 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 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. 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 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

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

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 63 |

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

    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. In addition to the foregoing, Mr. Spiegel would receive an additional $500,000 cash bonus had the change in control occurred before March 10, 2021. 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. McWatters Employment Agreement Under the McWatters Agreement, in the event Ms. McWaters 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

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

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 64 |

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

    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. 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 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.

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

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 65 |

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

    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 “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, 2023, please see the “Change-In-Control” table above which assumes the acceleration of RSUs as set forth in the corresponding footnotes. 2016 Long-Term Incentive Plan 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 29, 2023, the last trading day of fiscal year 2023, please see the “Change-In-Control” table above which assumes the acceleration of RSUs as set forth in the corresponding footnotes.

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

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 66 |

  190. 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 2023, we estimate the ratio of the annual total compensation of our CEO to the median annual total compensation of our employees as follows:

  191. Chief Executive Officer Pay Ratio

    | Annual total compensation of our median employee (1): | $89,268 | | Annual total compensation of our Chief Executive Officer, as reported above in the Summary Compensation Table: | $7,723,297 | | CEO Pay Ratio: | 87:1 |

  192. Chief Executive Officer Pay Ratio

    | (1) Excludes our Chief Executive Officer. |

  193. Chief Executive Officer Pay Ratio

    CEO pay ratio, excluding the “Excluded Employees” addressed below:

  194. Chief Executive Officer Pay Ratio

    | Annual total compensation of our median employee (1): | $137,056 | | Annual total compensation of our Chief Executive Officer, as reported above in the Summary Compensation Table: | $7,723,297 | | CEO Pay Ratio: | 56:1 |

  195. Chief Executive Officer Pay Ratio

    | (1) Excludes our Chief Executive Officer and the employees referenced under “Excluded Employees” below. |

  196. Chief Executive Officer Pay Ratio

    To determine the median employee, we prepared a list of all active employees as of December 31, 2023 (other than our Chief Executive Officer and, as applicable, the employees referenced under “Excluded Employees” below), and, for that population, calculated 2023 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 2023 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. Excluded Employees As permitted by the SEC rules requiring disclosure of our CEO pay ratio and in the interest of providing an additional disclosure that investors and other stakeholders may find meaningful, we have provided an alternative CEO pay ratio that excludes our retail-level hourly employees. We estimate that we had approximately 1,249 retail-level hourly employees as of December 31, 2023. As our retail operations rely on a large labor pool of retail employees who work fewer hours and are compensated at lower levels, on a relative basis, than employees working in traditional downstream refining jobs, our median employee determined without excluding retail level employees is likely not similar in terms of job function or compensation level to the median employee of other domestic U.S. refiners who do not have significant retail operations.

  197. Chief Executive Officer Pay Ratio

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 67 |

  198. 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.

  199. 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 ($) | Peer Group TSR ($) | | | | 2023 | — | 7,723,297 | — | 6,674,297 | 3,197,069 | 1,124,068 | 86.53 | 176.94 | 19.8 | 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 | (573.8) | (275.10) |

  200. Pay Versus Performance Disclosure

    | (1) Avigal Soreq was our PEO during 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. |

  201. Pay Versus Performance Disclosure

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

  202. 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. |

  203. 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. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. |

  204. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Soreq ($) | Exclusion of Stock Awards for Soreq ($) | Inclusion of Equity Values for Soreq ($) | Compensation Actually Paid to Soreq ($) | | 2023 | 7,723,297 | (3,623,101) | 2,574,101 | 6,674,297 |

  205. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 3,197,069 | (1,193,174) | (879,827) | 1,124,068 |

  206. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 68 |

  207. 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:

  208. 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 ($) | | 2023 | 2,896,423 | (445,542) | 474,530 | 15,183 | (366,493) | — | 2,574,101 | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 573,572 | (739,811) | 237,339 | 10,311 | (961,238) | — | (879,827) |

  209. 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 on Form 10-K for the year ended December 31, 2023. 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 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”). For 2023, to better align our 10-K Performance Graph with our custom TSR peer group and to ensure the use of a comparable group of companies operating in a consolidating industry, we added CLMT and PARR to our peer group. The peer group TSR performance for the peer group disclosed in our 2023 Proxy filing, absent these additions, would have been, for the years ending 12/31/2020, 12/31/2021, 12/31/2022, and 12/31/2023, respectively: $65.62, $85.42, $144.40, and $176.94. |

  210. 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 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. 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, 2023 furnished as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 27, 2024 (the “2023 Earnings Release”). |

  211. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 69 |

  212. Pay Versus Performance Disclosure

    NEO Compensation Actually Paid, Company 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 other NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.

  213. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 70 |

  214. Pay Versus Performance Disclosure

    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 four most recently completed fiscal years.

  215. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 71 |

  216. Pay Versus Performance Disclosure

    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 other NEOs, and our Adjusted EBITDA during the four 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 2023 to Company performance. The measures in this table are not ranked.

  217. Pay Versus Performance Disclosure

    | Adjusted EBITDA | | Relative TSR |

  218. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2024 PROXY STATEMENT | 72 |

  219. Pay Versus Performance Disclosure

    PROPOSAL 2: ADVISORY RESOLUTION APPROVING OUR EXECUTIVE COMPENSATION PROGRAM FOR OUR NAMED EXECUTIVE OFFICERS The Dodd-Frank Act enables our stockholders to vote to approve on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the SEC’s rules. Stockholders may also abstain from voting. We are asking our stockholders to indicate their support for the compensation of our NEOs as disclosed in this Proxy Statement. This Proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to express their views on the compensation paid to our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask the stockholders to vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the stockholders approve, on an advisory basis, the executive compensation program for the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the United States Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, other related tables and disclosure, and narrative discussion, all as set forth under the caption “Executive Compensation” in the Proxy Statement.”