DEF 14A of HF Sinclair Corp, Apr 4, 2024

DEF 14A of HF Sinclair Corp

Filed Apr 4, 2024 · FY20230001193125-24-087262

Open on EDGAR

  1. Executive Compensation

    Executive Compensation Since 2012, we have included environmental, health and safety performance measures as part of our annual incentive cash compensation program. For the 2023 annual incentive plan, the Compensation Committee of the Board expanded the environmental, health and safety performance measures to include a metric tied to our achievement of the greenhouse gas (“GHG”) emissions reduction target that we announced in 2022, which we believe appropriately ties incentives to execute on our strategic business priorities related to environmental sustainability.

  2. Your Vote Matters

    | Stock Ownership | 82 | | Directors and Named Executive Officers | 82 | | Five Percent Holders | 83 | | Equity Compensation Plan Information | 84 | | Certain Relationships and Related Person Transactions | 85 | | Ratification of Appointment of Ernst & Young LLP (Proposal 3) | 88 | | Independent Public Accountants | 89 | | Audit Committee Report | 90 | | Approval of Amendment of the HollyFrontier Corporation Certificate of Incorporation to Remove the Pass-Through Voting Provision (Proposal 4) | 91 | | Stockholder Proposal Regarding Special Shareholder Meeting Improvement (Proposal 5) | 93 | | Compensation Committee Interlocks and Insider Participation | 96 | | Delinquent Section 16(a) Reports | 96 | | General Information | 97 | | Purpose, Place, Date and Time | 97 | | Additional Information About the Virtual Annual Meeting | 97 | | Internet Availability of Proxy Materials | 98 | | Voting Rights and Proxy Information | 98 | | Additional Information | 102 | | Appendix A | A-1 | | Appendix B | B-1 |

  3. Board Nominees

    Board Nominees For the 2024 Annual Meeting of Stockholders (“Annual Meeting”), our Board recommends the eleven Board nominees listed below. Our Board takes into account many factors when assessing the qualifications for each Board nominee. Please see the section titled “Corporate Governance—Director Nominations—Qualifications” on page 20 for a discussion of factors considered, as well as the “Director Nominee Skills, Experience and Diversity Matrix” on page 10. All references to a director’s service on the Board or its committees, or employment with the Company, prior to March 14, 2022 shall mean service on HollyFrontier Corporation’s (“HollyFrontier”) Board of Directors or committees, or employment with HollyFrontier, as applicable. At the market open on March 15, 2022, the Company replaced HollyFrontier as the public company trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “DINO”.

  4. Director Nominee Facts

    Director Nominee Facts

  5. Director Nominee Facts

    | 9 out of 11 director nominees are independent | 6 out of 11 director nominees are gender and/or ethnically/racially diverse | 7.07 years* average tenure of independent director nominees | 63.6* average age of director nominees |

  6. Director Nominee Facts

    | * As of March 15, 2024. |

  7. Director Nominee Facts

    | | | | | Committee Memberships(2) | | | | | | | Name(1) | Age | Director Since | Independent | Audit | Compensation | Nominating, Governance and Social Responsibility | Environmental, Health, Safety, and Public Policy | Finance | Executive | | Franklin Myers Senior Advisor of Quantum Energy Partners and Chairperson of the Board of HF Sinclair Corporation | 71 | 2011 | ✓ | | ✓ | ✓ | | | Chairperson | | Timothy Go Chief Executive Officer and President of HF Sinclair Corporation | 57 | 2023 | | | | | | | ✓ | | Anne-Marie N. Ainsworth Former President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. and of Oiltanking Holding Americas, Inc. | 67 | 2017 | ✓ | | | | Chairperson | ✓ | | | Anna C. Catalano Former Group Vice President, Marketing, for BP plc | 64 | 2017 | ✓ | | ✓ | ✓ | | | | | Leldon E. Echols Former Executive Vice President and Chief Financial Officer of Centex Corporation | 68 | 2009 | ✓ | Financial Expert | Chairperson | | | | ✓ | | Manuel J. Fernandez Former Managing Partner of KPMG’s Dallas office | 62 | 2020 | ✓ | Chairperson, Financial Expert | ✓ | | | | | | Rhoman J. Hardy Former Senior Vice President, Shell Chemicals and Products, U.S. Gulf Coast for Shell USA, Inc. | 55 | 2022 | ✓ | | | | ✓ | ✓ | | | Jeanne M. Johns Former Chief Executive Officer and a Managing Director of Incitec Pivot Ltd. | 61 | 2024 | ✓ | | | | | | |

  8. Director Nominee Facts

    | | | | | Committee Memberships(2) | | | | | | | Name(1) | Age | Director Since | Independent | Audit | Compensation | Nominating, Governance and Social Responsibility | Environmental, Health, Safety, and Public Policy | Finance | Executive | | R. Craig Knocke Director of Turtle Creek Trust Company, Chief Investment Manager and Portfolio Manager of Turtle Creek Management, LLC, Principal and a non-controlling manager and member of TCTC Holdings, LLC | 54 | 2019 | ✓ | | | ✓ | | ✓ | | | Robert J. Kostelnik Principal at Glenrock Recovery Partners, LLC | 72 | 2011 | ✓ | | | Chairperson | ✓ | | | | Ross B. Matthews Chief Operating Officer of REH Company (formerly known as The Sinclair Companies) | 69 | 2022 | | | | | | ✓ | | | | | 2023 Meetings | | 8 | 6 | 4 | 4 | 4 | 3 |

  9. Director Nominee Facts

    | (1) James H. Lee, who serves as a member of the Audit Committee and is the Chairperson of the Finance Committee of the Board, will not stand for re-election at the Annual Meeting. See “Election of Directors.” |

  10. Director Nominee Facts

    Norman J. Szydlowski, who serves as a member of the Nominating, Governance and Social Responsibility Committee and the Environmental, Health, Safety and Public Policy Committee of the Board, has resigned as a member of the Board pursuant to Section 2(b) of the Stockholders Agreement (as defined below), such resignation is effective as of the Annual Meeting. See “Election of Directors.”

  11. Director Nominee Facts

    | (2) Board committee composition as of March 15, 2024. The Board expects to refresh its committee memberships in connection with the Annual Meeting to address the committee vacancies resulting from the above noted departures of Mr. Lee and Mr. Szydlowski, respectively. |

  12. Commitment to ESG & Sustainability

    | • | ESG Component of Annual Bonus. Since 2012, we have historically included environmental, health and safety performance measures as part of our annual incentive cash compensation program. In 2022, when setting the annual incentive plan for the 2023 performance period, the Compensation Committee of the Board (the “Compensation Committee”) expanded the environmental, health and safety performance measures to include a metric tied to our achievement of the GHG emissions reduction target discussed above, which we believe appropriately ties incentives to execute against our strategic business priorities related to |

  13. Commitment to ESG & Sustainability

    | • | Renewables Segment Component of Annual Bonus. In connection with the establishment of Renewables as a distinct business segment as discussed above, the Renewables segment was added to the EBITDA component of our annual incentive cash compensation program financial performance measures starting in the 2022 performance period. |

  14. 2023 Business Highlights

    | • | Ended the year with a strong balance sheet, including approximately $1.35 billion in cash and cash equivalents and approximately $2.7 billion in long-term debt |

  15. Executive Compensation Program

    | ✓ | In 2023, 85% of our current CEO’s and our other NEOs’ annual bonus was based on the Company’s financial and operational performance as measured against pre-established goals and, in certain circumstances, relative to our industry peers |

  16. Executive Compensation Program

    | ✓ | The annual bonus paid to our executive officers may be capped at 50% of the individual’s target bonus if the Company does not achieve positive operating income on a consolidated basis |

  17. Executive Compensation Program

    | ✓ | None of our executive officers have employment agreements |

  18. Executive Compensation Program

    | ✓ | “Double-trigger” change in control provisions |

  19. Executive Compensation Program

    | ✓ | No tax reimbursement provisions in the change in control agreements with our executive officers |

  20. Executive Compensation Program

    | ✓ | Clawback policies allow for recoupment of annual and long-term incentive compensation upon the occurrence of an accounting restatement resulting from material noncompliance with any financial reporting requirement or upon certain acts of misconduct |

  21. Executive Compensation Program

    | (1) Target compensation is comprised of our three main compensation elements: base salary, annual incentive cash bonuses and equity incentive awards. Percentages will not tie to the Summary Compensation Table since the majority of equity incentive awards for 2023 were granted in November 2022. CEO target compensation is based on the approximate 2023 target compensation of our current CEO, Timothy Go, who was promoted to the position on May 9, 2023. Other average NEO target compensation does not include the compensation of Michael C. Jennings, who retired from the CEO role on May 8, 2023 and served as Executive Vice President, Corporate from May 9, 2023 to November 9, 2023 and was compensated pursuant to the terms of his Letter Agreement and Successor Transition Agreement. |

  22. Director Nominee Facts

    Director Nominee Facts

  23. Director Nominee Facts

    | 9 out of 11 director nominees are independent | 6 out of 11 director nominees are gender and/or ethnically/racially diverse | 7.07 years* average tenure of independent director nominees | 63.6* average age of director nominees |

  24. Director Nominee Facts

    | * As of March 15, 2024 |

  25. Director Nominee Skills, Experience and Diversity Matrix

    Director Nominee Skills, Experience and Diversity Matrix The Board believes that the director nominees are highly qualified and bring a collective balance of relevant knowledge, skills and viewpoints, together with an effective mix of leadership, professional experiences and diversity, to the boardroom. The Board views and defines diversity in its broadest sense, which includes background, knowledge, experience, viewpoints, geography and other demographics. The Director Nominee Skills, Experience and Diversity Matrix set forth below illustrates the experience, skills and qualifications the Board has identified as important for determining whether each director should serve on the Board in light of the Company’s business and strategic direction, and it highlights each director’s skills, knowledge and experience that uniquely qualify such director to serve on the Board. The lack of a checkmark for a particular item does not mean that the director does not possess that qualification or skill. Rather, a checkmark indicates that the item is a particularly prominent qualification, skill or expertise that the director brings to the Board. All the director nominees satisfy the criteria set forth in our Corporate Governance Guidelines and possess the characteristics that are essential for the proper and effective functioning of the Board. The Board believes that all director nominees exhibit:

  26. Director Nominee Skills, Experience and Diversity Matrix

    | ✓ High Integrity ✓ Leadership Experience ✓ Commitment to Ethics | ✓ Commitment to the Long-Term Interests of our Stockholders ✓ Strong Business Judgement ✓ Commitment to Safety and Diversity in the Workplace |

  27. Director Nominee Skills, Experience and Diversity Matrix

    | DIRECTOR NOMINEE SKILLS, EXPERIENCE AND DIVERSITY MATRIX | | | | | | | | | | | | | | | | | | | | | | | | | | Skill(s), Experience and Demographics | | | | | | | | | | | | | EXECUTIVE/CEO LEADERSHIP Experience serving in a significant leadership position, such as a CEO, CFO or other senior leadership position | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | PUBLIC COMPANY BOARD SERVICE/GOVERNANCE Experience serving on public company boards and/or advising on public company corporate governance issues, polices and best practices | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | | FINANCIAL EXPERTISE Significant experience in positions requiring financial knowledge and analysis, such as corporate finance, financial accounting and reporting, or treasury functions | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | | | ✓ | | M&A & CAPITAL MARKETS Experience evaluating and executing potential acquisitions and strategic investment opportunities and/or experience evaluating capital structure and overseeing various types of capital markets transactions | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | INDUSTRY BACKGROUND & OPERATIONS MANAGEMENT Significant experience in and/or knowledge of the oil and gas industry and/or significant experience overseeing or managing the operations of an organization of a similar size, structure or business as the Company | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | MARKETING/SALES Experience with the marketing or branding of products and/or in executing commercial and/or marketing strategies and initiatives | ✓ | ✓ | | ✓ | ✓ | | ✓ | | | ✓ | |

  28. Director Nominee Skills, Experience and Diversity Matrix

    | DIRECTOR NOMINEE SKILLS, EXPERIENCE AND DIVERSITY MATRIX | | | | | | | | | | | | | | | | | | | | | | | | | | INTERNATIONAL Experience as a senior executive working for an international company or working or living in countries outside the U.S. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | | RISK MANAGEMENT Experience in enterprise risk management or in the oversight of key financial, operational, strategic or compliance risk | ✓ | | | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | | HUMAN CAPITAL MANAGEMENT Experience in executive compensation design and the management of human capital, including talent acquisition, development, retention, succession planning, diversity, equity and inclusion and/or corporate culture | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | HEALTH/SAFETY/ENVIRONMENT Experience in the management of health, safety and environmental matters in the oil and gas industry | ✓ | | | | ✓ | ✓ | ✓ | | ✓ | | ✓ | | SUSTAINABILITY / ESG Educational or career experience in the areas of corporate or social responsibility, environmental impact and/ or sustainability strategies, including with respect to climate change | | | | | ✓ | ✓ | ✓ | | | | | | LEGAL & REGULATORY Experience in highly regulated businesses, government relations or public policy, and/or familiarity with management of legal and regulatory issues facing the oil and gas industry | | | | | | ✓ | | | | | ✓ | | GENDER | | | | | | | | | | | | | FEMALE | ✓ | ✓ | | | | | ✓ | | | | | | MALE | | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | AGE | 67 | 64 | 68 | 62 | 57 | 55 | 61 | 54 | 72 | 69 | 71 | | RACE/ETHNICITY | | | | | | | | | | | | | AFRICAN-AMERICAN | | | | | | ✓ | | | | | | | ASIAN | | ✓ | | | ✓ | | | | | | | | HISPANIC OR LATINX | | | | ✓ | | | | | | | | | WHITE | ✓ | | ✓ | | | | ✓ | ✓ | ✓ | ✓ | ✓ |

  29. Director Nominee Skills, Experience and Diversity Matrix

    Our director nominees have a wide range of additional skills and experience not mentioned above, which they will bring to their role as directors. The skills and experience of our director nominees are further described in their biographies on the following pages.

  30. Director Nominee Skills, Experience and Diversity Matrix

    | Franklin Myers | | | Director Since: 2011 Age: 71 Committees: • Executive Committee, Chairperson • Compensation Committee • Nominating, Governance and Social Responsibility Committee | Principal Occupation: Senior Advisor of Quantum Energy Partners and Chairperson of the Board of the Company Business Experience: Mr. Myers has served as the Chairperson of the Board of the Company since February 2019. He has served as a senior advisor of Quantum Energy Partners, a private equity firm, since February 2013. Mr. Myers served as an operating advisor to Paine & Partners, LLC, a private equity firm, from 2009 through 2012 and as Senior Advisor to Cameron International Corporation, a publicly traded provider of flow equipment products, from 2008 until 2009. He served Cameron in various other capacities, including as Senior Vice President and Chief Financial Officer from 2003 through 2008, President of Cameron’s compression business from 1998 through 2001 and Senior Vice President and General Counsel from 1995 through 1999. In addition, Mr. Myers served as Senior Vice President and General Counsel of Baker Hughes Incorporated from 1988 through 1995 and as an associate and then a partner at Fulbright & Jaworski (now Norton Rose Fulbright) from 1978 through 1988. Additional Directorships: Mr. Myers currently serves as a director of Comfort Systems USA, Inc. Mr. Myers served as a director of Frontier Oil Corporation from 2009 until the merger of Frontier Oil Corporation and Holly Corporation in July 2011, as a director of ION Geophysical Corporation from 2001 to June 2019, and as a director of NCS Multistage Holdings, Inc. from February 2017 to June 2020. Qualifications: Mr. Myers’ experience in senior finance and legal positions at publicly traded energy companies provides him with significant insight into operations, management and finance. In addition, Mr. Myers brings to the Board a broad range of experiences and skills as a result of his service as a director of other public and private companies. |

  31. Director Nominee Skills, Experience and Diversity Matrix

    | Timothy Go | | | Director Since: 2023 Age: 57 Committee: • Executive Committee | Principal Occupation: Chief Executive Officer and President of the Company Business Experience: Mr. Go has served as Chief Executive Officer and President since May 2023. He previously served as President and Chief Operating Officer from November 2021 to May 2023 and as Executive Vice President, Chief Operating Officer from June 2020 to November 2021. Prior to joining the Company, he served as Chief Executive Officer of the general partner of Calumet Specialty Products Partners, L.P., an independent producer of specialty hydrocarbon products, from January 2016 to April 2020 and retired from Calumet in June 2020. Prior to joining Calumet, Mr. Go served in various leadership roles at Koch Industries, Inc. and Flint Hills Resources, LP, a wholly-owned subsidiary of Koch Industries, Inc. from August 2008 to September 2015, including having most recently served as Vice President, Operations of Flint Hills Resources, LP from July 2012 to September 2015. Prior to joining Koch Industries, Mr. Go held various roles of increasing responsibility in downstream operations during his 18 years at ExxonMobil Corporation. Additional Directorships: Mr. Go currently serves as a director of Celanese Corporation. Qualifications: Mr. Go brings to the Board extensive industry experience and familiarity with the day-to-day operations of the Company. He provides a significant resource for the Board and facilitates communication between management and the Board. |

  32. Director Nominee Skills, Experience and Diversity Matrix

    | Anne-Marie N. Ainsworth | | | Director Since: 2017 Age: 67 Committees: • Environmental, Health, Safety, and Public Policy Committee, Chairperson • Finance Committee | Principal Occupation: Former President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. and of Oiltanking Holding Americas, Inc. Business Experience: Ms. Ainsworth served as President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. and of Oiltanking Holding Americas, Inc., companies engaged in the terminaling, storage and transportation by pipeline of crude oil, refined petroleum products and liquefied petroleum gas, from 2012 until her retirement in 2014, Senior Vice President, Manufacturing of Sunoco Inc. from 2009 to 2012, and General Manager of the Motiva Enterprises, LLC Norco, Louisiana Refinery from 2006 to 2009. Prior to joining Motiva, Ms. Ainsworth served in various capacities at Royal Dutch Shell. Ms. Ainsworth is a graduate of the Institute of Corporate Directors Education Program (Rotman School of Management, University of Toronto and Haskayne School of Business, University of Calgary) and holds the ICD.D. designation. Additional Directorships: Ms. Ainsworth currently serves as a director of Pembina Pipeline Corporation, Archrock, Inc. and Kirby Corporation. Qualifications: Ms. Ainsworth brings to the Board extensive experience in the oil and gas industry and strong business, operational and financial acumen from her leadership roles at other public companies. |

  33. Director Nominee Skills, Experience and Diversity Matrix

    | Anna C. Catalano | | | Director Since: 2017 Age: 64 Committees: • Compensation Committee • Nominating, Governance and Social Responsibility Committee | Principal Occupation: Former Group Vice President, Marketing, for BP plc Business Experience: Ms. Catalano served in various capacities for BP plc, and its predecessor Amoco Corporation, from 1979 until her retirement in 2003, including serving as Group Vice President, Marketing, for BP plc from 2000 to 2003 and as SVP, Sales Operations from 1996 to 1999. During her executive career, Ms. Catalano had extensive experience in downstream retail marketing, and as SVP, Sales Operations was responsible for Amoco’s portfolio of retail facilities across the U.S., including direct and distributor channels and product terminal operations. Additional Directorships: Ms. Catalano currently serves as a director of Ecovyst Inc. and Frontdoor, Inc. She served as a director of Kraton Corporation from 2011 until March 2022 and Willis Towers Watson plc (having previously served as a director of Willis Group from 2006 until the merger of Willis Group and Towers Watson & Co. in 2016) until June 2022. Qualifications: Ms. Catalano brings to the Board significant corporate and international business and marketing experience. |

  34. Director Nominee Skills, Experience and Diversity Matrix

    | Leldon E. Echols | | | Director Since: 2009 Age: 68 Committees: • Compensation Committee, Chairperson • Audit Committee • Executive Committee | Principal Occupation: Former Executive Vice President and Chief Financial Officer of Centex Corporation Business Experience: Mr. Echols served as Executive Vice President and Chief Financial Officer of Centex Corporation from 2000 until his retirement in 2006. Before joining Centex, Mr. Echols held various positions, including managing partner, at Arthur Andersen LLP from 1978 until 2000. Additional Directorships: Mr. Echols currently serves as a director of Trinity Industries, Inc. and EnLink Midstream Manager, LLC, the managing member of EnLink Midstream, LLC. Prior to the closing of the January 2019 simplification transaction between EnLink Midstream Partners, LP (formerly known as Crosstex Energy, L.P.), Mr. Echols served on the board of EnLink Midstream GP, LLC, the general partner of EnLink Midstream Partners, LP. Qualifications: Mr. Echols brings to the Board executive management and board experience with other public companies. Mr. Echols has extensive financial and management experience as well as financial reporting expertise and a level of financial sophistication that qualifies him as an audit committee financial expert. |

  35. Director Nominee Skills, Experience and Diversity Matrix

    | Manuel J. Fernandez | | | Director Since: 2020 Age: 62 Committees: • Audit Committee, Chairperson • Compensation Committee | Principal Occupation: Former Managing Partner of the Dallas office and Market Leader for the Southwest Region of KPMG Business Experience: Mr. Fernandez joined KPMG LLP in 1984 and served in a number of leadership positions until his retirement in September 2020, including most recently as Managing Partner of the Dallas office and market leader for KPMG’s Southwest region across audit, tax and consulting services from October 2009 to September 2020. During his career at KPMG, he also served as National Managing Partner for Talent Acquisition, member of the National Inclusion and Diversity Board, and as Co-Chair of the National Hispanic/Latino employee resource group. Additional Directorships: Mr. Fernandez currently serves as a director of Jacobs Solutions Inc. Qualifications: Mr. Fernandez brings to the Board extensive financial and management experience as well as financial reporting expertise and a level of financial sophistication that qualifies him as an audit committee financial expert. |

  36. Director Nominee Skills, Experience and Diversity Matrix

    | Rhoman J. Hardy | | | Director Since: 2022 Age: 55 Committees: • Environmental, Health, Safety, and Public Policy Committee • Finance Committee | Principal Occupation: Former Senior Vice President, Shell Chemicals and Products, U.S. Gulf Coast, Shell USA, Inc. Business Experience: Mr. Hardy founded HardLine Consulting LLC in July 2022, providing expertise in strategy and leadership to companies focused on energy, technical services and infrastructure. Prior to then, he served in various leadership positions with Shell USA, Inc., having most recently served as Senior Vice President, Shell Chemicals and Products, for the U.S. Gulf Coast from December 2018 until his retirement in May 2022 and General Manager, Shell Geismar Chemical Site from June 2015 to December 2018. Mr. Hardy first joined Shell in 1988. Additional Directorships: Mr. Hardy currently serves as a director of Comfort Systems USA, Inc. Qualifications: Mr. Hardy brings to the Board significant insight in the development of energy infrastructure and extensive technical and operational expertise, as well as executive and general management experience. |

  37. Director Nominee Skills, Experience and Diversity Matrix

    | Jeanne M. Johns | | | Director Since: 2024 Age: 61 | Principal Occupation: Former Chief Executive Officer and Managing Director of Incitec Pivot Ltd. Business Experience: Ms. Johns served as Chief Executive Officer and as a Managing Director of Incitec Pivot Ltd., an Australian listed multinational manufacturer and distributor of fertilizers, civil explosives and chemicals, from November 2017 until June 2023. Prior to joining Incitec, Ms. Johns held several executive leadership roles in the U.S., UK/Europe and Asia/China during her 30 years with BP plc, including serving as Head of Safety & Operational Risk, Downstream from 2011 until 2015, Head of BP Group Operating Management System Excellence from 2013 until 2015, President, Asian Olefins and Derivatives from 2008 until 2010, President, BP North America Natural Gas Liquids from 2004 until 2007, Technical Vice President of Health, Safety & Environmental, Manufacturing Excellence, Engineering and Projects, Global Petrochemicals from 2002 until 2003, and Refinery Manager and Business Unit Leader, Toledo Refinery from 1999 until 2001. Additional Directorships: Ms. Johns previously served on the board of directors of Incitec Pivot Ltd. from November 2017 until June 2023 in conjunction with her Chief Executive Officer position. Qualifications: Ms. Johns brings to the Board executive management and board experience, as well as significant corporate and international business experience across a broad range of industries. Her extensive experience in refining and the oil and gas industry brings insight and relevant technical expertise. |

  38. Director Nominee Skills, Experience and Diversity Matrix

    | R. Craig Knocke | | | Director Since: 2019 Age: 54 Committees: • Finance Committee • Nominating, Governance and Social Responsibility Committee | Principal Occupation: Director of Turtle Creek Trust Company, Chief Investment Manager and Portfolio Manager of Turtle Creek Management, LLC, Principal and a non-controlling manager and member of TCTC Holdings, LLC Business Experience: Mr. Knocke is a co-founder and has served as director of Turtle Creek Trust Company, a private trust and investment management firm, since 2009. He currently serves as the Chief Investment Officer and has served as a Portfolio Manager at Turtle Creek Management, LLC, a registered investment advisory firm based in Dallas, Texas, since 2007. Since 2009, Mr. Knocke has served as a Principal and a non-controlling manager and member of TCTC Holdings, LLC (“TCTC”), a bank holding company that is a banking, securities, and investment management firm. He previously held positions as Vice President and Portfolio Manager at Brown Brothers Harriman & Co., and served in various positions at Salomon Brothers and Texas Instruments. Qualifications: Mr. Knocke brings to the Board executive and general management experience as well as significant financial expertise. |

  39. Director Nominee Skills, Experience and Diversity Matrix

    | Robert J. Kostelnik | | | Director Since: 2011 Age: 72 Committees: • Nominating, Governance and Social Responsibility Committee, Chairperson • Environmental, Health, Safety, and Public Policy Committee | Principal Occupation: Principal at Glenrock Recovery Partners, LLC Business Experience: Mr. Kostelnik has served as a principal of Glenrock Recovery Partners since January 2012. Glenrock Recovery Partners assists energy, pipeline and terminal companies with maximizing the value of non-fungible liquid hydrocarbons and provides health, safety and environmental compliance and project management consulting services. He served as the President and Chief Executive Officer of Cinatra Clean Technologies, Inc. from 2008 to 2011. Cinatra provides tank cleaning systems to refining pipelines and terminals. Prior to his retirement in 2007, Mr. Kostelnik served in a number of senior positions during his 16 years with CITGO Petroleum Corporation, including as Vice President of Refining. During that time, he was responsible for, among other things, the creation and implementation of the Health, Safety & Environmental Management System as well as environmental compliance and improvement. CITGO is engaged in the refining and marketing of petro-chemical products. Additional Directorships: Mr. Kostelnik currently serves as a director of Methanex Corporation. He served as a director of Frontier Oil Corporation from 2010 until the merger of Frontier Oil Corporation and Holly Corporation in July 2011. Qualifications: Mr. Kostelnik brings to the Board significant experience and insight into the Company’s industry through his extensive experience in the refining industry. |

  40. Director Nominee Skills, Experience and Diversity Matrix

    | Ross B. Matthews | | | Director Since: 2022 Age: 69 Committee: • Finance Committee | Principal Occupation: Chief Operating Officer of REH Company (formerly known as The Sinclair Companies) Business Experience: Mr. Matthews currently serves as Chief Operating Officer of REH Company and served as the Chairman and Chief Executive Officer of Sinclair Oil (formerly known as Sinclair Oil Corporation), which was comprised of the refining, marketing and renewables business the Company acquired from The Sinclair Companies (now known as REH Company), from October 2009 until March 2022. Mr. Matthews joined Sinclair Oil in June 2000, initially serving as Vice President of Exploration and Production. Additional Directorships: Mr. Matthews served as a director of Sinclair Oil from January 2006 until March 2022. Qualifications: Mr. Matthews brings to the Board significant experience and insight into the development of energy infrastructure through his extensive experience in the oil and gas industry. |

  41. Director Nominee Skills, Experience and Diversity Matrix

    None of our director nominees reported any litigation for the period from 2014-2024 that is required to be reported in this proxy statement. There are no family relationships among any of our directors or executive officers. Corporate Governance The Board and senior management believe that one of their primary responsibilities is to promote a corporate culture of accountability, responsibility and ethical conduct throughout the Company. The Company is committed to maintaining the highest standard of business conduct and corporate governance, which we believe is essential to operating our business efficiently, maintaining our integrity in the marketplace and serving our stockholders. Consistent with these principles, the Company has adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines. These documents, together with our amended and restated certificate of incorporation (the “Certificate of Incorporation”), amended and restated by-laws (the “By-Laws”) and the Board committee charters, form the framework for our governance. Copies of the Code of Business Conduct and Ethics, Corporate Governance Guidelines, Certificate of Incorporation, By-Laws, Audit Committee Charter, Compensation Committee Charter, Environmental, Health, Safety, and Public Policy Committee Charter, Finance Committee Charter and Nominating, Governance and Social Responsibility Committee Charter are publicly available on our website at www.hfsinclair.com and may also be obtained free of charge upon written request to HF Sinclair Corporation, 2828 North Harwood, Suite 1300, Dallas, Texas 75201, Attention: Vice President, Investor Relations.

  42. Compensation Committee

    | • | reviewing director compensation and making recommendations to the Board regarding the same; |

  43. Compensation Committee

    | • | administering and making recommendations to the Board with respect to the Company’s equity incentive plans; |

  44. Director Compensation

    Director Compensation The Compensation Committee annually evaluates the compensation program for our non-management directors. In making its recommendation to the Board for non-management director compensation, the Compensation Committee reviews the form and amount of compensation paid to directors by the Company’s compensation peer group and benchmark market data provided by the compensation consultant. The director compensation peer group is the same as the compensation peer group considered by the Compensation Committee in setting executive compensation for 2023 and consisted of 17 companies as described in detail below under “Compensation Discussion and Analysis—Market Review.” Based on recommendations from the Compensation Committee, the Board approved the components of non-management director compensation as set forth below.

  45. Equity Awards

    Equity Awards Non-management directors receive an annual equity award grant in the form of restricted stock units having a fair market value of approximately the dollar amount of the equity award approved by the Board on the date of grant. These annual grants are made in the fourth quarter of the year preceding the year to which the award relates in order to align the timing of the equity award grants with the timing of the other compensation decisions made for non-management directors and with the timing of long-term equity incentive award grants for our executive officers. Continued service on the Board through the stated vesting date for the restricted stock units, which is in most cases approximately one year following the date of grant, is required in order for the restricted stock units to become vested. The restricted stock units granted in November 2022 for the 2023 fiscal year vested on December 1, 2023. The restricted stock units granted in November 2023 for the 2024 fiscal year will vest on December 1, 2024 (or on the first business day thereafter if such date falls on a weekend). Accelerated vesting of outstanding restricted stock units will occur upon a change in control (subject to the director serving as a member of the Board immediately prior to the change in control) or the director’s death, disability or retirement. Settlement of the restricted stock units in shares of our common stock occurs within 30 days of the event that caused the restricted stock units to vest. Directors do not have the rights of a stockholder with respect to the shares underlying the restricted stock units until the award vests and is settled in shares. However, directors are entitled to the payment of dividend equivalents on outstanding restricted stock units in the form of cash in an amount equal to the dividends that would have been paid with respect to the underlying shares. These dividend equivalents are not subject to forfeiture. For 2023, annual compensation for non-management directors consisted of the following components:

  46. Equity Awards

    | | Compensation Effective January 1, 2023 | Compensation Effective January 1, 2024(1) | | Board Service: | | | | Annual Restricted Stock Units Award (2) | $160,000 | $160,000 | | Chairperson of the Board Retainer | 200,000 | 200,000 | | Annual Cash Retainer | 120,000 | 120,000 | | Board Committee Service: | | | | Audit Committee Annual Cash Retainer | | | | Chairperson | 27,500 | 27,500 | | Member | 17,500 | 17,500 | | Compensation Committee Annual Cash Retainer | | | | Chairperson | 20,000 | 20,000 | | Member | 14,000 | 14,000 | | Nominating, Governance and Social Responsibility Committee Annual Cash Retainer | | | | Chairperson | 20,000 | 20,000 | | Member | 14,000 | 14,000 | | Environmental, Health, Safety, and Public Policy Committee Annual Cash Retainer | | | | Chairperson | 20,000 | 20,000 | | Member | 14,000 | 14,000 | | Finance Committee Annual Cash Retainer | | | | Chairperson | 20,000 | 20,000 | | Member | 14,000 | 14,000 | | Other: | | | | Stipend for Operations-Related Consultation at Request of Management (On-Site) | 2,400/day | 2,400/day | | Stipend for Operations-Related Consultation at Request of Management (Overnight) | 3,600/day | 3,600/day |

  47. Equity Awards

    | (1) In November 2023, the Board set director compensation for the 2024 fiscal year. There were no changes to director compensation for the 2024 fiscal year from the 2023 fiscal year. |

  48. Equity Awards

    | (2) The annual award is comprised of a number of restricted stock units equal to the dollar amount of the award divided by the market closing price of a share of our common stock on the date of grant, with the number of restricted stock units rounded up in the case of fractional shares. The annual award is made in the fourth quarter of the year preceding the year to which the award relates. |

  49. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation For 2023, our non-management directors were eligible to participate in the HF Sinclair Corporation Executive Nonqualified Deferred Compensation Plan, which is not tax-qualified under Section 401 of the Internal Revenue Code (the “Code”) and allows participants to defer receipt of certain compensation (the “NQDC Plan”). The NQDC Plan allows non-management directors the ability to defer up to 100% of their cash retainers for a calendar year. Participating directors have full discretion over how their contributions to the NQDC Plan are invested among the offered investment options, and earnings on amounts contributed to the NQDC Plan are calculated in the same manner and at the same rate as earnings on actual investments. We do not subsidize a participant’s earnings under the NQDC Plan. Messrs. Myers, Fernandez and Knocke participated in the NQDC Plan in 2023 and elected to defer all of their cash retainers for fiscal year 2023. For additional information on the NQDC Plan, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program During 2023—Retirement Benefits and Perquisites—Retirement Plans—Deferred Compensation Plan” and “Executive Compensation—Nonqualified Deferred Compensation.” For 2023, our non-management directors were also eligible to participate in the HF Sinclair Corporation Directors Stock Compensation Deferral Plan (the “Director Stock Deferral Plan”). The Director Stock Deferral Plan is a nonqualified plan under Section 401 of the Code that allows participant directors to defer receipt of current compensation in order to provide retirement and other benefits on behalf of the participant directors. The Director Stock Deferral Plan allows non-management directors to defer up to 100% of their restricted stock unit award. During 2023, Messrs. Fernandez, Hardy, Knocke, Kostelnik and Matthews participated in the Director Stock Deferral Plan and elected to defer their 2023 restricted stock unit awards. Each of Messrs. Fernandez, Hardy, Knocke and Kostelnik and Ms. Johns, following her appointment in February 2024, also elected to defer their 2024 Director Awards (as defined below). Participant directors are not eligible to receive a matching contribution with respect to their elective deferrals. While deferred, a participant director’s account will continue to track the value of our common stock. A participant director’s deferred compensation account will be distributed in a lump sum in the form of unrestricted common stock upon the earliest to occur of a separation from service, disability, or death.

  50. Director Compensation Table

    Director Compensation Table The table below sets forth the compensation earned by each of our non-management directors in 2023. Directors who are also our employees do not receive additional compensation for their service on our Board. In accordance with SEC executive compensation disclosure rules, Mr. Go’s compensation is reported in the “Summary Compensation Table” on page 61.

  51. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | All Other Compensation(4) | Total | | Anne-Marie N. Ainsworth | $168,000 | $160,016 | — | $328,016 | | Anna C. Catalano | $148,000 | $160,016 | — | $308,016 | | Leldon E. Echols | $196,300 | $160,016 | — | $356,316 | | Manuel J. Fernandez | $179,000 | $160,016 | $5,000 | $344,016 | | Rhoman J. Hardy | $148,000 | $160,016 | — | $308,016 | | R. Craig Knocke | $166,800 | $160,016 | — | $326,816 | | Robert J. Kostelnik | $168,000 | $160,016 | $5,000 | $333,016 | | James H. Lee | $171,500 | $160,016 | $4,000 | $335,516 | | Ross B. Matthews | $134,000 | $160,016 | $5,000 | $299,016 | | Franklin Myers | $366,800 | $160,016 | $10,000 | $536,816 | | Norman J. Szydlowski | $148,000 | $160,016 | — | $308,016 |

  52. Director Compensation Table

    | (1) Ms. Johns is not included in this table since she was appointed to the Board effective February 13, 2024. |

  53. Director Compensation Table

    | (2) Certain amounts reported as earned or paid in this column for Messrs. Myers, Fernandez and Knocke were deferred into our NQDC Plan. |

  54. Director Compensation Table

    | For Messrs. Echols, Myers and Knocke, amounts in this column include cash compensation approved by the Board and Compensation Committee in May 2023 for their service on the Conflicts Committee of the Board in connection with the review, evaluation and negotiation of the HEP Merger Transaction. Mr. Echols received a one-time retainer payment of $20,000 for service as the chairperson of the Conflicts Committee while Messrs. Myers and Knocke received a one-time retainer payment of $14,000 for service on the Conflicts Committee, and Messrs. Echols, Myers and Knocke each received a total of $4,800 for the two Conflicts Committee meetings in excess of five meetings. |

  55. Director Compensation Table

    | (3) Amounts in this column represent the aggregate grant date fair value of 3,005 restricted stock units granted to each non-management director on November 8, 2023 for the 2024 fiscal year (the “2024 Director Awards”), determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation, excluding the effect of estimated forfeitures. See Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for a discussion of the assumptions used in determining the FASB ASC Topic 718 grant date fair value of these awards. |

  56. Director Compensation Table

    | Because the 2024 Director Awards were granted during 2023, they are reported in the “Stock Awards” column of the Director Compensation Table for 2023 rather than 2024 in accordance with SEC rules. The annual restricted stock unit awards for the 2023 fiscal year were granted on November 9, 2022 and were reported in the “Stock Awards” column of the Director Compensation Table for 2022 rather than 2023 in accordance with SEC rules. For additional information regarding the annual restricted stock unit awards and grant process for non-management directors, please see “—Equity Awards” above. |

  57. Director Compensation Table

    | The 2024 Director Awards will vest on December 1, 2024 (or on the first business day thereafter if such date falls on a weekend), subject to continued service on the Board. As of December 31, 2023, the 2024 Director Awards were the only outstanding equity awards held by our non-management directors. As noted above, Messrs. Fernandez, Hardy, Knocke and Kostelnik each deferred their 2024 Director Award. |

  58. Director Compensation Table

    | (4) Amounts in this column represent the total dollar amounts of charitable contributions made by the Company in the director’s name to the charity of the director’s choice under the Company’s policy of matching contributions made by the director to the HF Sinclair Political Action Committee. |

  59. Director Compensation Table

    Advisory Vote on the Compensation of Our Named Executive Officers Section 14A(a)(1) of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related material contained in this proxy statement. In accordance with the preference expressed by our stockholders at our annual meeting in 2023, the Board determined that we would provide this opportunity annually until the next non-binding stockholder advisory vote on the frequency of future advisory votes on executive compensation which will occur at the 2029 Annual Meeting of Stockholders. As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation programs are primarily designed to (i) attract, motivate and retain our named executive officers, who are critical to our success, (ii) provide incentives for our named executive officers to achieve and exceed our operational, financial and strategic goals and (iii) align the interests of our named executive officers with those of our stockholders. Under these programs, compensation for our named executive officers is tied to performance, including our financial results and stockholder returns. Please read the information under “Compensation Discussion and Analysis,” and review the compensation tables and narratives that follow, for additional details about our executive compensation programs, including information about the compensation of our named executive officers in 2023. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensatory philosophy, policies and practices described in this proxy statement. Because your vote is advisory, it will not be binding on the Compensation Committee, the Board or the Company. However, the Board and the Compensation Committee will review the voting results and take those results into consideration when making future decisions regarding executive compensation.

  60. 2023 Business Highlights

    | • | Ended the year with a strong balance sheet, including approximately $1.35 billion in cash and cash equivalents and approximately $2.7 billion in long-term debt |

  61. Stockholder-Friendly Features of Our Executive Compensation Program

    | What We Don’t Do | | • We do not have employment agreements with any of our executive officers. None of our executive officers are party to an employment agreement with the Company. • We do not allow hedging or pledging. Our policies prohibit the hedging and pledging of Company stock by directors and officers. • We do not provide tax reimbursements or gross-up provisions. Our change in control severance agreements with our executive officers do not include tax reimbursement or gross-up provisions. • We do not maintain executive benefit plans. Our executives participate in the same benefit plans available generally to our salaried employees, such as medical, dental, vision, long-term and short-term disability and life insurance. We do not maintain separate “executive” plans for any of these benefits. |

  62. Components of Our Executive Compensation Program During 2023

    | | Component | Description | Role in Total Compensation | | Cash | Salary | • Competitive fixed cash compensation based on individual’s position, level of responsibility and performance | • A core element of competitive total compensation, important in attracting and retaining key executives | | | Annual Incentive Cash Compensation | • Variable cash payouts based on achievement of quantitative and qualitative criteria over a 12-month period | • Motivates named executive officers to achieve annual strategic, operational and financial goals • Recognizes individual and performance-based contributions to annual results • Supplements base salary to help attract and retain qualified executives | | Equity | Restricted Stock Units | • Vest in equal installments over a three-year period | • Aligns executives with sustained long-term value creation and stockholder interests | | | Performance Share Units | • Variable payout based on specified, measurable and objective performance measures over a three-year performance period | • Motivates named executive officers to achieve long-term financial goals and share appreciation • Creates opportunity for a meaningful and sustained ownership stake | | Benefits | 401(k) Defined Contribution and Health and Welfare | • Executives are eligible to participate in the same benefit plans provided to other employees | • Contributes toward financial security for various life events (e.g., retirement, disability or death) | | | Benefit Plans Deferred Compensation Plan | • Allows participants to defer compensation in excess of qualified plan limits | • Provides mechanism for additional retirement savings | | Post- Termination Compensation | Change in Control Severance Benefits | • Provides benefits only in the event of a qualifying termination of employment following a change in control transaction | • Helps mitigate possible disincentives to pursue value-added merger or acquisition transactions if employment prospects are uncertain • Provides assistance with transition if post-transaction employment is not offered | | | Severance Pay Plan | • Provides benefits in the event of a qualifying termination of employment | • Establishes pre-defined severance benefits for all executive officers |

  63. Role of the Compensation Committee Consultant in Establishing Compensation

    Role of the Compensation Committee Consultant in Establishing Compensation The Compensation Committee engaged Meridian as the independent compensation consultant to the Compensation Committee for 2022-2023, to provide advice relating to executive and non-employee director compensation matters. Meridian does not have authority to determine the ultimate compensation paid to executive officers or non-employee directors, and the Compensation Committee is under no obligation to utilize the information provided by Meridian when making compensation decisions. In determining 2023 compensation for the named executive officers, Meridian provided external context and other input to the Compensation Committee prior to the Compensation Committee approving salaries and fees, awarding bonuses and equity compensation or establishing awards for the upcoming year. Meridian provided information and advice to the Compensation Committee with respect to matters related to executive compensation related trends, regulatory and legislative developments, review of the compensation comparison peer group and Incentive Peer Group (as defined below) for annual incentive cash compensation and long-term incentive plan performance comparisons, and assessment of non-employee director compensation in relation to peers. As discussed above under “The Board, its Committees and its Compensation—Board Committees—Compensation Committee,” the Compensation Committee has concluded that we do not have any conflicts of interest with Meridian.

  64. Market Review

    Market Review We regularly compare our executive compensation program with market information regarding salary levels and incentive awards and programs. The purpose of this analysis is to provide a frame of reference in evaluating the reasonableness and competitiveness of our executive compensation as compared to that of companies within the energy industry that are generally comparable in size and scope of operations to us. As detailed below, our compensation peer group includes refining companies as well as companies that are in comparable chemical and processing-oriented industries due to the limited number of comparably-sized refiners. Market pay levels for named executive officers are obtained from the SEC filings of the companies in our compensation peer group. We supplement this data with, and obtain data for our named executive officers from, various sources, including published compensation surveys, which cover our industry sector and labor market. As a component of setting 2023 compensation, the Compensation Committee reviewed a study of compensation paid to our named executive officers prepared by Meridian. The following companies comprised the 2023 compensation peer group reviewed and approved by the Compensation Committee:

  65. Market Review

    Based on recommendations by Meridian, DuPont de Nemours, Inc. and World Kinect Corporation were added to the 2023 compensation peer group, and CVR Energy, Inc. and Huntsman Corporation were removed. The 2023 compensation peer group is different than the 2023 Incentive Peer Group, which is used as a market comparison when determining payouts of certain performance-based incentive awards granted to named executive officers. See “—2023 Executive Compensation Decisions—Long-Term Equity Incentive Target Value—Performance Share Unit Awards” for a further discussion of the 2023 Incentive Peer Group and the reasons for the differences from the 2023 compensation peer group. Based on recommendations by Meridian, the 2024 compensation peer group is comprised of the same companies used in the 2023 compensation peer group.

  66. 2023 Executive Compensation Decisions

    2023 Executive Compensation Decisions The Compensation Committee generally established 2023 total direct compensation, including base salary, annual incentive cash compensation and long-term equity incentive compensation awards, for our named executive officers at pay levels in a range around the market median, however, executives may be positioned above or below this range for various reasons such as experience, tenure or performance. In the fourth quarter of 2022, the Compensation Committee utilized the market data provided by Meridian and internal evaluations of Messrs. Jennings and Go and Ms. Bhatia to establish total compensation opportunities for those executives that were consistent with this objective. Based on the 2023 annual review of compensation and the review of compensation that was conducted in connection with the appointment of Mr. Ledbetter in the first quarter of 2023, the Compensation Committee believes that 2023 compensation for the named executive officers reflects appropriate allocation of compensation between salary, bonuses and equity compensation, with a majority of the compensation being performance-based, at-risk pay in the form of both short-term and long-term incentives. Succession Arrangements with Mr. Jennings and Mr. Go On February 14, 2023, Mr. Jennings notified the Company that he would retire from the position of Chief Executive Officer of the Company, effective May 8, 2023. The Board promoted Mr. Go to the position of Chief Executive Officer and President of the Company, effective May 9, 2023, to succeed Mr. Jennings. Mr. Jennings served as Executive Vice President, Corporate from May 9, 2023 until his retirement from the Company on November 9, 2023 (the “Retirement Date”). Mr. Jennings served as a consultant to the Company beginning on the day following his Retirement Date, November 10, 2023, through February 9, 2024 (the “Consulting Period”). In connection with Mr. Go’s promotion, the Compensation Committee approved the following changes in Mr. Go’s 2023 compensation, in each case effective May 9, 2023: (a) an increase in his 2023 base salary from $900,000 to $1,100,000, (b) an increase in his 2023 annual incentive cash compensation target award from 110% of his base salary earnings (with a maximum limit of 220% of base salary earnings) to 150% of his base salary earnings (with a maximum limit of 300% of his base salary earnings), and (c) a grant of long-term incentive awards in the amount of $3,750,000 split equally between restricted stock units (47,628 restricted stock units) and performance share units (47,628 performance share units) of the Company. The Company and Mr. Jennings entered into a letter agreement on February 15, 2023 (the “Letter Agreement”), which governed the terms of his compensation from February 15, 2023 through his Retirement Date. In connection with Mr. Jennings’s change in duties, the Compensation Committee approved a change in his 2023 base salary from $1,325,000 annually to $100,000 per calendar month (pro-rated for partial months), effective May 9, 2023. In addition, Mr. Jennings received $1,200,433, which is equal to his 2023 annual incentive cash compensation target award of 150% of his base salary earnings and pro-rated for the portion of the Company’s 2023 annual incentive performance period from October 1, 2022 to May 8, 2023 during which he served as Chief Executive Officer. Effective May 9, 2023, Mr. Jennings was no longer eligible to participate in the Company’s 2023 annual incentive cash compensation plan. In connection with Mr. Jennings’ retirement, the Compensation Committee approved changes to the vesting schedule for the restricted stock units and performance share units previously granted to Mr. Jennings, including those granted in November 2022. On December 1, 2023, during his Consulting Period, Mr. Jennings vested in his equity awards that would otherwise have vested on December 1, 2023 in the same manner they would have vested if he had remained an employee on the vesting date pursuant to the terms of the award agreements governing the awards. This included the third tranche of the restricted stock units granted to Mr. Jennings in November 2020 (34,643 shares), the second tranche of the restricted stock units granted to Mr. Jennings in November 2021 (24,220 shares) and the first tranche of the restricted stock units granted to him in November 2022 (16,204 shares), as well as the performance share units granted to him in November 2020 at the performance percentage of 125.1% certified by the Compensation Committee in the fourth quarter of 2023 (130,015 shares). For additional details regarding the treatment of the award modification for Mr. Jennings, see “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Succession Arrangements with Mr. Jennings and Mr. Go,” “—Summary Compensation Table,” “—2023 Grants of Plan-Based Awards” and “—Outstanding Equity Awards at Fiscal Year End.” Immediately following the last day of the Consulting Period, Mr. Jennings vested in a pro rata portion of his remaining unvested equity awards based on the total number of days during which he provided services to the Company during the “service period” (as defined in each applicable award agreement), including his services during the Consulting Period. This included pro rata vesting of the then-remaining unvested restricted stock units granted to Mr. Jennings in November 2021 (4,934 shares) and November 2022 (3,674 shares), and pro rata vesting of the performance share units granted to Mr. Jennings in November 2021 (99,124 shares) and November 2022 (36,917 shares) at target. All remaining unvested equity awards at that time were forfeited, including 19,286 and 28,734 restricted stock units granted to Mr. Jennings in November 2021 and November 2022, respectively, and 35,815 and 53,361 performance share units granted to Mr. Jennings in November 2021 and November 2022, respectively. In light of Mr. Jennings’s long tenure with the Company and its predecessors, which provided him with extensive day-to-day knowledge of the Company’s operations and industry, his involvement in existing matters, and to further assist in Mr. Go’s transition into the Chief Executive Officer role, the Company, HollyFrontier and HF Sinclair Payroll Services, Inc., on behalf of themselves and their respective parents, subsidiaries and affiliates, and Mr. Jennings also entered into a Successor Transition Agreement and Release of Claims, dated February 15, 2023 (the “Successor Transition Agreement”). As a condition to the Successor Transition Agreement, Mr. Jennings also entered into a customary release of claims with the Company. Pursuant to the Successor Transition Agreement, Mr. Jennings provided consulting services to the Company for the Consulting Period. The terms of this consulting arrangement were included in the Successor Transition Agreement. Pursuant to the Successor Transition Agreement, Mr. Jennings received a retainer payment of $50,000 per calendar month (pro-rated for partial months) to provide up to 20 hours of services per week to the Company and its subsidiaries as requested by the Company from time to time. During 2023, Mr. Jennings received consulting fees from us in the aggregate amount of $86,667. Additionally, in November 2023, the Compensation Committee approved a one-time $500,000 cash transition bonus for Mr. Jennings in light of his extensive efforts and assistance with the transition of his duties to his successor, Mr. Go, as our new Chief Executive Officer and his contributions to the Company after assuming the role of Executive Vice President, Corporate. 2023 Compensation for Mr. Ledbetter

  67. 2023 Executive Compensation Decisions

    In connection with his appointment as Executive Vice President, Commercial on March 31, 2023, the Compensation Committee determined that Mr. Ledbetter would receive an annual base salary of $500,000, with a target bonus opportunity of 70% of his base salary and a maximum limit of 140% of base salary to be prorated based on the number of days between Mr. Ledbetter’s employment date, March 31, 2023, and the end of the Company’s 2023 performance period on September 30, 2023. In addition, in order to align Mr. Ledbetter with the Company’s stockholders, on the date of his employment, March 31, 2023, Mr. Ledbetter was granted an equity award with an aggregate grant date value of $400,000 in restricted stock units (8,268 restricted stock units). One-third of the restricted stock units vested on December 1, 2023, one third vests on December 1, 2024 and the remaining one third vests on December 1, 2025, subject to Mr. Ledbetter’s continued employment with the Company on each such vesting date. 2023 Compensation for Ms. Pompa As Ms. Pompa was not an executive officer in 2022, her base salary and annual incentive cash compensation for 2023 were determined by management in the fourth quarter of 2022. No adjustments were made to Ms. Pompa’s compensation at the time she was appointed as an executive officer on March 31, 2023.

  68. Annual Incentive Cash Compensation

    Annual Incentive Cash Compensation Under our annual incentive cash compensation program, named executive officers are eligible for cash bonuses that are designed to reward achievement of financial and business goals that are aligned with stockholders’ interests. Annual incentive cash awards for our named executive officers are reviewed annually and are variable based on the Company’s financial and operational performance as measured against pre-established goals and, in certain circumstances, relative to our industry peers. The performance period for the 2023 annual incentive cash compensation program commenced on October 1, 2022 and ended on September 30, 2023. In the fourth quarter of 2022, the Compensation Committee approved target award levels as well as all other terms of the annual incentive cash compensation awards granted to our then-current named executive officers for 2023. Since Ms. Pompa was not an executive officer in 2022, her annual incentive cash compensation target award level for 2023 was determined by management in the fourth quarter of 2022; however, the Compensation Committee approved her annual incentive cash compensation bonus for the 2023 performance period in November 2023 along with the other named executive officers. In the first quarter of 2023, the Compensation Committee approved target award levels as well as all other terms of the annual incentive cash compensation award to Mr. Ledbetter upon his appointment as Executive Vice President, Commercial, effective March 31, 2023. In setting the target award levels and the other terms of the annual incentive cash compensation awards for the named executive officers, the Compensation Committee reviewed annual incentive market data and trends for the Company’s compensation peer group and industry provided by, and considered the recommendation of, its independent compensation consultant, Meridian. The Compensation Committee made the following modifications to the annual cash incentive program for the 2023 year:

  69. Annual Incentive Cash Compensation

    | • | EBITDA metrics for the Company’s Marketing segment were added to the financial performance measures and the weighting of the other business segments were adjusted as a result of the addition of the Marketing segment as a new financial reporting segment in the first quarter of 2022; |

  70. Annual Incentive Cash Compensation

    | • | available free cash flow, which represents the cash the Company generates after accounting for cash outflows to support operations and maintain its assets, replaced return on capital employed as a component of the financial performance measures; |

  71. Annual Incentive Cash Compensation

    | • | the Environmental, Health and Safety component of the operational performance measures was expanded to include a component for the reduction of GHG emissions equally weighted with the existing safety and environmental metrics, and with the expansion, the Environmental, Health and Safety component was renamed ESG; |

  72. Annual Incentive Cash Compensation

    | • | with the expansion of the ESG component discussed above, the weighting of the existing Reliability and Operating Expense vs. Budget components of the operational measures were revised from 40% to 33% so that all three components of the operational measures (ESG, Reliability and Operating Expense vs. Budget) are equally weighted at 33%; and |

  73. Annual Incentive Cash Compensation

    | • | with the expansion of the ESG component discussed above, the weighting of the operational and strategic and individual performance measures was changed from 40% to 45% and from 20% to 15%, respectively. |

  74. Annual Incentive Cash Compensation

    The modifications described above more closely align the Company’s annual cash incentive program metrics with the Company’s financial and operating performance measures and objectives, the practices of the Company’s compensation peer group and the broader market trend of including an ESG metric in annual cash incentive programs. The annual incentive cash compensation awards are subject to the performance measures set forth in the table below. The awards are subject to a bonus hurdle that may limit the named executive officers’ target bonus to 50% of the individual’s target bonus if the Company does not achieve positive adjusted operating income for the applicable fiscal year. Adjusted operating income of the Company means earnings before interest and taxes as reported in the Company’s audited consolidated financial statements and is calculated as net income (loss) attributable to HF Sinclair stockholders plus (i) interest expense, net of interest income, and (ii) income tax expense plus adjustments for extraordinary items, other unusual or non-recurring items, each as determined in accordance with generally accepted accounting principles and identified in the financial statements, notes to the financial statements or management’s discussion and analysis. The bonus hurdle better aligns executive rewards with shareholder returns and reinforces our objective of paying for performance.

  75. 2023 Annual Incentive Award Opportunities at Minimum, Target and Maximum Payouts

    2023 Annual Incentive Award Opportunities at Minimum, Target and Maximum Payouts The following table sets forth the minimum, target and maximum award opportunities (as a percentage of annual base salary) for our applicable named executive officers for 2023, and the portion of each named executive officer’s target award opportunity that is allocated to each performance measure (as a percentage of the target award opportunity).

  76. 2023 Annual Incentive Award Opportunities at Minimum, Target and Maximum Payouts

    | | Award Opportunities | | | Allocation Among Performance Measures (as a percentage of the annual bonus award) | | | | Name | Minimum | Target | Maximum | Financial Measures | Operational Measures | Strategic and Individual Measures | | Timothy Go (1) | 50% | 150% | 300% | 40% | 45% | 15% | | Atanas H. Atanasov | 50% | 90% | 180% | 40% | 45% | 15% | | Vaishali S. Bhatia | 50% | 80% | 160% | 40% | 45% | 15% | | Valerie Pompa | 50% | 75% | 150% | 40% | 45% | 15% | | Steven C. Ledbetter (2) | 50% | 70% | 140% | 40% | 45% | 15% | | Michael C. Jennings (3) | 50% | 150% | 300% | 60% | 40% | N/A |

  77. 2023 Annual Incentive Award Opportunities at Minimum, Target and Maximum Payouts

    | (1) In November 2022, Mr. Go’s target award opportunity for his position as President and Chief Operating Officer was set at 110% and his maximum award was set at 220%, but each were increased as set forth in the table above upon his promotion to Chief Executive Officer on May 9, 2023. As a result, the calculation of Mr. Go’s annual cash incentive award for 2023 was bifurcated, the portion of his award relating to the time of his service as President and Chief Operating Officer was based on a target of 110% and a maximum of 200% and the portion of his award relating to his service as Chief Executive Officer was based on a target of 150% and a maximum of 300%. |

  78. 2023 Annual Incentive Award Opportunities at Minimum, Target and Maximum Payouts

    | (2) Mr. Ledbetter’s annual cash incentive compensation award was prorated based on his actual salary earnings from March 31, 2023 through the end of the 2023 performance period, which ended on September 30, 2023. |

  79. 2023 Annual Incentive Award Opportunities at Minimum, Target and Maximum Payouts

    | (3) Amounts in this table reflect the decisions made for Mr. Jennings at the beginning of the award cycle. In connection with his retirement from the Chief Executive Officer role, effective May 8, 2023, pursuant to the terms of the Letter Agreement Mr. Jennings received $1,200,433, which is equal to his 2023 annual incentive cash compensation target award of 150% of his base salary earnings and pro-rated for the portion of the Company’s 2023 annual incentive performance period from October 1, 2022 to May 8, 2023 during which he served as Chief Executive Officer. Effective May 9, 2023, Mr. Jennings was no longer eligible to participate in the Company’s 2023 annual incentive cash compensation plan. |

  80. 2023 Annual Incentive Award Opportunities at Minimum, Target and Maximum Payouts

    To facilitate timely determination of award payouts, the measurement period for each of the metrics above covers four consecutive quarters starting with the fourth quarter of the preceding year (2022) and ending with the third quarter of the following year (2023). The award payout for each named executive officer is calculated based on the actual base salary earnings received by each named executive officer during the measurement period.

  81. Performance Measures

    Performance Measures The 2023 annual incentive awards were subject to our achievement of specified levels of performance with respect to financial, operational, and strategic and individual performance measures for certain NEOs. The following table sets forth the various components for each measure.

  82. Performance Measures

    | Performance Measure (percentage of the annual bonus awards) | Components (percentage of each performance measure) | How It’s Measured (percentage of each component) | | FINANCIAL (60% for CEO and 40% for all other NEOs)— aligns the financial interests of our executive officers with the interests of our stockholders (11) | | Cumulative Performance vs. Target Thresholds Cumulative EBITDA performance of our five Business Segments plus unallocated corporate expense vs. Cumulative Target for our five Business Segments |

  83. Performance Measures

    | Performance Measure (percentage of the annual bonus awards) | Components (percentage of each performance measure) | How It’s Measured (percentage of each component) | | OPERATIONAL (40% for CEO and 45% for all other NEOs)— reflects key business objectives and drives our overall performance (11) | | Enterprise ESG (33%) • Safety • Environmental • Greenhouse Gas Emissions Reductions (4) Reliability (33%) Operating Expense vs. Budget (33%) Refining and Renewables Segments ESG (33%) (3) • Safety and Health • Process Safety Events • Community Events • Regulatory and Environmental Events Reliability (33%) (5) • Solomon Operational Availability Operating Expense vs. Budget (33%) (6) Midstream Segment ESG (33%) (7) • Recordable Injury Rate • Lost Time Injury • Vehicle Incidents • Employee Based Environmental Releases Reliability (33%) (8) • Solomon Liquid Pipeline Availability Operating Expense vs. Budget (33%) (6) Lubricants and Specialties Segment ESG (33%) (9) • Safety and Health • Process Safety Events • Community Events • Regulatory and Environmental Events Reliability (33%) (10) • Solomon Operational Availability Operating Expense vs. Budget (33%) (6) | | STRATEGIC AND INDIVIDUAL (15%)— promotes accountability, enhances our business objectives and drives individual growth (11) | Relevant individual metrics for the Named Executive Officers, other than the Chief Executive Officer to which the Strategic and Individual component does not apply | Timothy Go • Strategic Development of Lubricants & Specialties Segment • Career Development and Staffing Advancement for Leadership Roles • Advance Operational Reliability of Key Assets • Provide for Effective Management Transition at Corporate Level Atanas Atanasov • Advance Corporate Financial Planning and Analysis Capabilities • Achieve 2023 Budget and Effectively Allocate Capital Across Competing Priorities • Career Development and Staffing Advancement for Leadership Roles • Develop and Execute Upon Key Corporate Level Strategic Initiatives Vaishali Bhatia • Optimize Legal Management of Environmental Liabilities and Related Resolution • Strengthen ESG Process in Response to New Regulations/Disclosure Requirements • Support Portfolio of Corporate Strategic Initiatives Valerie Pompa • Deliver Improvement in Process Safety Business Plan Initiatives • Deliver 2023 Turnaround and Set Up 2024 Turnarounds • Take Steps Towards Achievement of 2025 Site Downtime % Targets • Develop Digital Transformation Strategy • Improve Communication Across the Refining Operations Fleet |

  84. Performance Measures

    | Performance Measure (percentage of the annual bonus awards) | Components (percentage of each performance measure) | How It’s Measured (percentage of each component) | | | | Steven C. Ledbetter • Identify, Prioritize and Advance Top Strategic Profit Opportunities • Assess and Implement the Most Effective Organizational Design and Key Roles • Drive Margin Capture and Growth Across the Integrated Value Chain • Improve Key Work Processes and Systems to Unlock Value and Growth • Successful Integration/Assimilation into HF Sinclair with Key Stakeholders |

  85. Performance Measures

    | (1) Available Free Cash Flow is measured as Cash Flow from Operating Activities, less non-discretionary capital spending, dividends to Company stockholders and amounts attributable to our non-controlling interests. |

  86. Performance Measures

    | (2) Calculation of EBITDA for purposes of the annual cash incentive awards (“AICP Adjusted EBITDA”) differs from the calculation of EBITDA as reported in our financial statements. See Appendix A for the specific adjustments and the reconciliation of AICP Adjusted EBITDA to net income, the most directly comparable generally accepted accounting principle (“GAAP”) financial measure, for the periods presented. |

  87. Performance Measures

    | (3) For the Refining and Renewables segments, the ESG metric is divided into four equally weighted measures. The payout is based on the Company’s ESG Risk Matrix and is determined by a points system (described below), where events are counted and have multipliers based on severity. Certain events on the ESG Risk Matrix nullify any bonus for a given measure and certain events on the ESG Risk Matrix have no impact on payout. Each measure is based on the average payout for each of the Company’s seven U.S. refineries for the Refining Segment and for each of the four U.S. facilities for the Renewables Segment. The Safety and Health measure is subject to a maximum Total Recordable Incident Rate of 1.25x. If the Total Recordable Incident Rate for the seven U.S. refineries exceeds 1.25x in the measurement period, or the total Recordable Incident Rate for the four U.S. renewable facilities exceeds 1.25x in the measurement period, this measure will payout at 0% regardless of actual performance on this measure. |

  88. Performance Measures

    | (4) Greenhouse Gas Emissions reduction is based on the Company’s goal to reduce the Company’s net greenhouse gas (“GHG”) emissions intensity by 25% by 2030 as compared to 2020 levels. GHG intensity is measured as the Company’s Scope 1 (site emitted) and Scope 2 (off-site utility demand) emissions of CO2, less renewables and blending offsets, divided by refinery crude and lubricants and specialties feedstock. This metric is measured by actual performance during the 2022 calendar year versus target performance for the 2022 calendar year. |

  89. Performance Measures

    | (5) For the Refining and Renewables segments, the reliability metric is based on the weighted average Solomon Operational Availability for the Company’s seven U.S. refineries for the Refining segment and for the four U.S. facilities for the Renewables segment. |

  90. Performance Measures

    | (6) Operating Expense includes all direct and controllable cash operating costs, which includes both operating costs and selling, general and administrative (SG&A) costs. Budgeted costs exclude asset write-downs, impairments, inventory valuation charges, unbudgeted litigation and legal settlement costs, environmental charges resulting from events which occurred prior to the beginning of the performance period, variable energy and utility costs, and unbudgeted bonus expenses and costs related to unbudgeted new capital assets brought online and acquisitions made during the period. The metric is based on the actual cash operating expense of each segment versus the budgeted cash operating expense for each segment. |

  91. Performance Measures

    | (7) For the Midstream segment, the ESG Risk Matrix metric is divided into the following four equally weighted measures: |

  92. Performance Measures

    | • | Recordable Injury Rate, which is based on the number of employees out of 100 that have been involved in a recordable event. |

  93. Performance Measures

    | • | Lost Time Injury, which is based on the number of injuries causing an employee to miss work. |

  94. Performance Measures

    | • | Vehicle Incidents, which is based on the number of incidents generating greater than $5,000 of property damage per 1,000,000 miles driven by HEP employees. |

  95. Performance Measures

    | • | Employee Based Environmental Releases, which is based on loss of containment caused by an employee that is reportable to either a state or federal agency. |

  96. Performance Measures

    | (8) For the Midstream segment, the reliability metric is based on the weighted average Solomon Liquid Pipeline Availability. |

  97. Performance Measures

    | (9) For the Lubricants and Specialties segment, the ESG metric is divided into four equally weighted measures. The payout is based on the Company’s ESG Risk Matrix and is determined by a points system, where events are counted and have multipliers based on severity. Certain events on the ESG Risk Matrix nullify any bonus for a given measure and certain events on the ESG Risk Matrix have no impact on payout. Each measure is based on the performance of each of the Mississauga, Petrolia and Amsterdam facilities. |

  98. Performance Measures

    | (10) For the Lubricants and Specialties segment, the reliability metric is based on a modified Solomon Operational Availability for the Petrolia and Amsterdam facilities and a true Solomon Operational Availability for the Mississauga facility. |

  99. Performance Measures

    | (11) As a result of Mr. Go’s transition into the Chief Executive Officer position during 2023, the performance measure percentages applicable to Mr. Go’s annual cash incentive bonus award are as follows: Financial Measures (40%), Operational Measures (45%) and Strategic and Individual Objectives (15%). |

  100. Financial Measures

    | Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Actual for 2023 | Percent of Target Bonus Achievement | | Financial Measures | | | | | 200% | | EBITDA (in millions) | $2,008 | $2,678 | ≥$3,347 | $3,897.5 | 200% | | Available Free Cash Flow (in millions) | $1,360 | $1,560 | ≥$1,760 | $2,212.3 | 200% |

  101. Operational Measures

    | Metric | Threshold (50%) | Target (100%) | (200%) | Maximum (250%) | Actual for 2023 | Percent of Target Bonus Achievement | | Operational Measures | | | | | | | | Refining Segment | | | | | | | | Safety and Health (1) | 6 points | 5 points | 1-3 points | 0 points | 3.57 points | 71% | | Process Safety Events | 2 points | 1 point | — | 0 points | 1.71 points | 64% | | Community Events (1) | 2 points | 1 point | — | 0 points | 0 points | 250% | | Regulatory and Environmental Events (1) | Varies by refinery/ facility | Varies by refinery/ facility | Varies by refinery/ facility | 0 points | Varies by refinery/ facility | 178% | | Renewables Segment | | | | | | | | Safety and Health (1) | 6 points | 5 points | 1-3 points | 0 points | 2.00 points | 200% | | Process Safety Events | 2 points | 1 point | — | 0 points | 0 points | 250% | | Community Events (1) | 2 points | 1 point | — | 0 points | 0 points | 250% | | Regulatory and Environmental Events (1) | Varies by refinery/ facility | Varies by refinery/ facility | Varies by refinery/ facility | 0 points | Varies by refinery/ facility | 238% | | Midstream Segment | | | | | | | | Recordable Injury Rate | 1.0 | .80 | > 0 ≤ .60 | 0 | 0.70 | 150% | | Lost Time Injuries | 2 | 1 | — | 0 | 0 | 250% | | Vehicle Incidents | 1.8 | 1.4 | > 0 and ≤ 1.0 | 0 | 0 | 250% | | Employee Based Environmental Releases | 3 | 2 | 1 | 0 | 0 | 250% | | Lubricants and Specialties Segment (Petrolia and Amsterdam Facilities) | | | | | | | | Safety and Health (1) | 4 points | 2 points | 1 point | 0 points | 0 points | 250% | | Process Safety Events | — | 1 point | — | 0 points | 0 points | 250% | | Community Events | — | 1 point | — | 0 points | 0 points | 250% | | Regulatory and Environmental Events | 24 points | 16 points | 1-8 points | 0 points | 9.5 points | 169% |

  102. Operational Measures

    | Metric | Threshold (50%) | Target (100%) | (200%) | Maximum (250%) | Actual for 2023 | Percent of Target Bonus Achievement | | Lubricants and Specialties Segment (Mississauga Facility) | | | | | | | | Safety and Health | 4 points | 2 points | 1 point | 0 points | 4 points | 50% | | Process Safety Events | — | 1 point | — | 0 points | 0 points | 250% | | Community Events | — | 1 point | — | 0 points | 0 points | 250% | | Regulatory and Environmental Events | 13 points | 9 points | 1-3 points | 0 points | 7 points | 133% |

  103. Operational Measures

    | (1) Represents an average of the actual 2023 operational results and percent of target bonus achievement across the refineries or facilities. |

  104. Operational Measures

    | Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Actual for 2023 | Percent of Target Bonus Achievement | | Operational Measures | | | | | | | Greenhouse Gas Emissions Reduction (1) | 36 | 35 | ≤ 34 | 32 | 200% |

  105. Operational Measures

    | Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Actual for 2023 | Percent of Target Bonus Achievement | | Operational Measures | | | | | | | Refining Segment | | | | | | | Reliability | ≤ 25th Percentile (95.1% Available) | 50th Percentile (95.8% Available) | 75th Percentile (≥ 96.4% Available) | 93.9% | 39% | | Operating Expense | 5% over Budget | Budget | 5% or more under Budget | 14.9% over budget | 0% | | Renewables Segment | | | | | | | Reliability | ≤ 25th Percentile (95.1% Available) | 50th Percentile (95.8% Available) | 75th Percentile (≥ 96.4% Available) | 69.9% | 75% | | Operating Expense | 5% over Budget | Budget | 5% or more under Budget | 5.6% under budget | 200% | | Midstream Segment | | | | | | | Reliability | 98.0% Available | 98.75% Available | ≥ 99.5% Available | 99.47% | 196% | | Operating Expense | 5% over Budget | Budget | 5% or more under Budget | 3.0% under budget | 161% |

  106. Operational Measures

    | Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Actual for 2023 | Percent of Target Bonus Achievement | | Lubricants and Specialties Segment | | | | | | | Reliability (Petrolia Facility) | 96% Available | 98% Available | ≥ 99% Available | 96.3% | 67% | | Reliability (Amsterdam Facility) | 97% Available | 98% Available | ≥ 99% Available | 98.9% | 194% | | Reliability (Mississauga Facility) | 94.6% Available | 95.1% Available | ≥ 95.6% Available | 92.9% | 0% | | Operating Expense | 5% over Budget | Budget | 5% or more under Budget | 6% under budget | 200% |

  107. Operational Measures

    Payouts are interpolated between threshold and target and target and maximum. The total percent of target bonus achieved for the operational measures was as follows:

  108. Operational Measures

    | Metric | Percent of Target Bonus Achievement | | Operational Measures | 104% | | Refining Segment | 66% | | Renewables Segment | 164% | | Midstream Segment | 189% | | Lubricants and Specialties Segment | 163% |

  109. Operational Measures

    Strategic and Individual Performance Measures. In addition to the financial and operational measures, a portion of the award for each of the participating named executive officers, other than Mr. Jennings, whose 2023 award was governed by the Letter Agreement, was based on the Compensation Committee’s evaluation of the executive officer’s strategic and individual performance during the year. In 2021 we determined that it would be appropriate for our Chief Executive Officer’s annual bonus to be fully objective and tied to measurable performance criteria, therefore, prior to his retirement, Mr. Jennings was excluded from these criteria; however, Mr. Go maintained his strategic and individual performance measures as he transitioned to the Chief Executive Officer role in 2023. Messrs. Go, Atanasov and Ledbetter and Mses. Bhatia and Pompa achieved 150% of their target bonus for the strategic and individual performance measures. 2023 Performance. The following table sets forth the named executive officers’ target bonus as a percentage of base salary and the actual payouts to the named executive officers for 2023. As described above under “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Succession Arrangements with Mr. Jennings and Mr. Go,” Mr. Jennings was no longer eligible to participate in the plan after May 9, 2023, and his compensation was determined separately from the year-end determination for other named executive officers.

  110. Operational Measures

    | Name | Target Bonus (Percent of Salary) | Percentage of Target Bonus Earned | Actual Award Paid ($) | | Timothy Go (1) | 150% | 149% | 1,810,658 | | Atanas H. Atanasov | 90% | 149% | 793,612 | | Vaishali S. Bhatia | 80% | 149% | 697,166 | | Valerie Pompa (2) | 75% | 149% | 550,689 | | Steven C. Ledbetter (3) | 70% | 149% | 253,171 |

  111. Operational Measures

    | (3) The Compensation Committee determined that Mr. Ledbetter would receive an annual base salary of $500,000, with a target bonus opportunity of 70% of his base salary and a maximum limit of 140% of base salary to be prorated based on the number of days between Mr. Ledbetter’s employment date, March 31, 2023, and the end of the Company’s 2023 performance period, September 30, 2023. |

  112. Operational Measures

    | • | equity incentives and the related vesting periods help attract and retain executives capable of executing our business strategies; |

  113. Operational Measures

    | • | the value received by the recipient of equity incentives is aligned with long-term value creation for our stockholders; and |

  114. Operational Measures

    | • | equity incentives provide the closest link between our performance and the executives’ compensation. |

  115. Operational Measures

    In determining the appropriate amount and type of long-term equity incentive awards to be made, the Compensation Committee considers a named executive officer’s position, scope of responsibility, base salary, performance and market compensation information for executives in similar positions in similar companies and prior awards. In addition, the Compensation Committee has historically considered the recommendations of our Chief Executive Officer, except in regard to his own equity awards. The Compensation Committee approves the grant of restricted stock unit awards and performance share unit awards to our named executive officers. Generally, annual grants of long-term equity incentive awards are made in the fourth quarter of the preceding year in order to align the timing of the long-term equity incentive award grants with the timing of the other compensation decisions made for our named executive officers and, with respect to performance share unit awards, to align the timing of the grant with the quarter in which the performance period commences. Pursuant to SEC rules, the long-term equity incentive awards granted in November 2022 for the 2023 fiscal year are disclosed as 2022 compensation in the Summary Compensation Table and are not included in the 2023 Grants of Plan-Based Awards table included in this proxy statement; however, because these awards relate to the 2023 fiscal year, they are described in greater detail below. The long-term equity incentive awards granted in November 2023 for the 2024 fiscal year are discussed below under “—2024 Executive Compensation Decisions—Long-Term Equity Incentive Compensation for Named Executive Officers.”

  116. Long-Term Equity Incentive Target Value

    Long-Term Equity Incentive Target Value Annual grants of long-term equity incentive awards are initially approved by the Compensation Committee as a target dollar amount established according to the pay grade of the named executive officer and other factors, including scope of responsibilities, experience and individual performance. For the awards granted in November 2022 for the 2023 fiscal year, the award for Mr. Jennings was allocated 65% to performance share units and 35% to restricted stock units. The awards granted in November 2022 for the 2023 fiscal year to Messrs. Atanasov and Go and Ms. Bhatia were allocated 50% to performance share units and 50% to restricted stock units. The award to Ms. Pompa was allocated 60% to restricted stock units and 40% to performance share units. In connection with Mr. Go’s promotion to the position of Chief Executive Officer of the Company, effective May 9, 2023, the Compensation Committee approved additional long-term incentive awards for the 2023 fiscal year for Mr. Go in the amount of $3,750,000, 50% was allocated to performance share units and 50% to restricted stock units. In addition to the annual grants of long-term equity incentive awards described above, the Company may grant long-term equity incentive awards as necessary to attract new executive talent. In connection with the executive appointment of Mr. Ledbetter in March 2023, the Compensation Committee approved a restricted stock unit award to Mr. Ledbetter in the amount of $400,000. This restricted stock unit award was approved by the Compensation Committee in a target dollar amount to incentivize Mr. Ledbetter to serve as an executive officer of the Company and to align his interests with the interests of the Company’s stockholders. The following table sets forth:

  117. Long-Term Equity Incentive Target Value

    | • | the dollar value of the long-term equity incentive award granted for the 2023 fiscal year to each of the named executive officers; and |

  118. Long-Term Equity Incentive Target Value

    | • | the number of shares of restricted stock units with time-based vesting conditions and performance share units that were awarded for the 2023 fiscal year to each of the named executive officers. |

  119. Long-Term Equity Incentive Target Value

    | Name | Dollar Value of Long- Term Equity Incentive Award | Number of Restricted Stock Units with Time-Based Vesting | Target Number of Performance Share Units | | Timothy Go (1) | $7,250,000 | 75,567 | 75,567 | | Atanas H. Atanasov | $2,000,000 | 15,966 | 15,966 | | Vaishali S. Bhatia | $1,500,000 | 11,976 | 11,976 | | Valerie Pompa | $1,000,000 | 9,579 | 6,386 | | Steven C. Ledbetter (2) | $400,000 | 8,268 | — | | Michael C. Jennings (3) | $8,700,000 | 48,612 | 90,278 |

  120. Long-Term Equity Incentive Target Value

    | (1) Includes an award of $3,500,000 on November 8, 2022 and an award of $3,750,000 on May 9, 2023 in connection with Mr. Go’s promotion to Chief Executive Officer, each allocated 50% to performance share units and 50% to restricted stock units. |

  121. Long-Term Equity Incentive Target Value

    | (2) On the effective date of his appointment as Executive Vice President, Commercial on March 31, 2023, Mr. Ledbetter received a grant of restricted stock units in the amount of $400,000 (8,268 restricted stock units) to align his interests with those of the Company’s stockholders that vests in thirds on December 1, 2023, December 1, 2024, and December 1, 2025, subject to his continued employment. |

  122. Long-Term Equity Incentive Target Value

    | (3) See “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Succession Arrangements with Mr. Jennings and Mr. Go,” “—Summary Compensation Table,” “—2023 Grants of Plan-Based Awards” and “—Outstanding Equity Awards at Fiscal Year End” for additional details regarding the treatment of Mr. Jennings long-term equity incentive awards granted in November 2022 for the 2023 year. |

  123. Long-Term Equity Incentive Target Value

    Restricted Stock Unit Awards The restricted stock unit awards granted to Messrs. Jennings, Atanasov and Go, and Mses. Bhatia and Pompa in November 2022 for the 2023 fiscal year, and granted to Mr. Ledbetter in March 2023 and Mr. Go in May 2023 for the 2023 fiscal year, vest in three equal annual installments on December 1, 2023, 2024 and 2025 (or the first business day thereafter if the vesting date falls on a Saturday or Sunday), subject to their continued employment. For Messrs. Go and Atanasov and Mses. Bhatia and Pompa, the first tranche of the restricted stock unit awards granted in November 2022 (and for Mr. Ledbetter and Mr. Go, the first tranche of the restricted stock unit awards granted in March 2023 and May 2023, respectively) vested on December 1, 2023 and the remaining two tranches will vest on December 1, 2024 and 2025 (or the first business day thereafter if the vesting date falls on a Saturday or Sunday), subject to their continued employment. For information on the vesting of Mr. Jennings’s awards, see “—2023 Executive Compensation Decisions—Succession Arrangements with Mr. Jennings and Mr. Go.” The restricted stock unit award granted to Mr. Atanasov in September 2022 to align Mr. Atanasov with the Company’s stockholders, vested in full on September 30, 2023. Each named executive officer has the right to receive dividends and other distributions paid with respect to their restricted stock units, and these dividend and other distributions are paid at approximately the same time as dividends are received by our common stockholders. Performance Share Unit Awards The performance share unit awards granted to Messrs. Jennings, Atanasov, and Go and Mses. Bhatia and Pompa in November 2022, and granted to Mr. Go in May 2023, for the 2023 fiscal year are subject to the achievement of return on capital employed and total shareholder return during the three-year performance period ending on September 30, 2025 relative to the 2023 “Incentive Peer Group.” For 2023 (and 2022 and 2021), the Incentive Peer Group consisted of the following companies:

  124. Long-Term Equity Incentive Target Value

    | • | CVR Energy, Inc. |

  125. Long-Term Equity Incentive Target Value

    | • | Delek US Holdings, Inc. |

  126. Long-Term Equity Incentive Target Value

    | • | Marathon Petroleum Corporation |

  127. Long-Term Equity Incentive Target Value

    | • | PBF Energy Inc. |

  128. Long-Term Equity Incentive Target Value

    | • | Phillips 66 |

  129. Long-Term Equity Incentive Target Value

    | • | Valero Energy Corporation |

  130. Long-Term Equity Incentive Target Value

    We selected these companies because their collective performance is subject to the same external economic conditions we are facing as a company and as an industry as a whole. In addition, our management team and external investment analysts compare our results. The Incentive Peer Group differs from the 2023 compensation peer group because the Incentive Peer Group includes companies that are direct refining competitors that are too large in size or that significantly differ in ownership and management composition from us to be suitable comparisons for determining and establishing competitive pay data for our executives. Each named executive officer has the right to receive dividend equivalents and other distributions with respect to their performance share units based on the target level of payout, and these dividend equivalents are paid at approximately the same time as dividends are received by our common stockholders. For the performance share unit awards granted in November 2022, and in May 2023 in the case of Mr. Go, for the 2023 fiscal year:

  131. Long-Term Equity Incentive Target Value

    | • | “return on capital employed,” which determines 50% of the shares earned at the end of the performance period, is defined as operating income before depreciation and amortization (excluding inventory valuation gains or losses, asset impairments and non-cash asset write-downs) divided by capital employed at the beginning of the period, where capital employed means the sum of shareholders’ equity plus minority interests plus debt, less goodwill and intangible assets less cash and marketable securities. The Compensation Committee believes return on capital employed is an appropriate metric because it (i) holds management accountable for the efficient use of the Company’s capital and (ii) provides a useful means of comparing the Company’s operating performance relative to the operating performance of our Incentive Peer Group. This metric looks at return on capital employed over a three-year period. |

  132. Long-Term Equity Incentive Target Value

    | • | “total shareholder return,” which determines 50% of the shares earned at the end of the performance period, is defined as (i) the appreciation in our stock price during the performance period (in dollars) plus cumulative dividends paid during the performance period plus any additional value or compensation received by stockholders (such as stock received from spinoffs), divided by (ii) the closing price of our stock on the first business day of the performance period (which is adjusted to take into account any stock splits, changes in capitalization or other similar events). The Compensation Committee believes total shareholder return is an appropriate metric because it (i) aligns the interests of management with the interests of stockholders, and (ii) provides a useful means of comparing Company overall performance relative to the overall performance of our Incentive Peer Group. |

  133. Long-Term Equity Incentive Target Value

    Performance Share Unit Performance Goals The actual number of performance share units earned at the end of the performance period will be equal to (a) the target number of performance share units granted multiplied by (b) our average performance share unit payout with respect to the performance metrics. The average performance share unit payout is determined by adding our performance share unit payout percentage with respect to each performance metric and dividing the sum by two. For the return on capital employed metric and the total shareholder return metric, a percentile ranking of our return on capital employed versus the return on capital employed of each entity in our Incentive Peer Group and our total shareholder return versus the total shareholder return of each entity in our Incentive Peer Group, respectively, will be calculated at the end of the performance period and payout is determined in accordance with the following table:

  134. Long-Term Equity Incentive Target Value

    | Ranking of the Company within Peer Group | Performance Share Unit Payout | | 90th Percentile or Better | Maximum (200% of Target) | | Less than 90th Percentile but Better than 50th Percentile | Interpolate between 100% and 200% | | 50th Percentile | Target (100%) | | Less than 50th Percentile but Better than 25th Percentile | Interpolate between 25% and 100% | | 25th Percentile | 25% of Target (Minimum) | | Less than 25th Percentile | Zero |

  135. Long-Term Equity Incentive Target Value

    The named executive officer must be employed by us on December 1, 2025 (or the first business day thereafter if such date falls on a Saturday or Sunday) to receive payment of the earned performance share unit awards, except as described below in “Executive Compensation—Potential Payments Upon Termination or Change in Control.” Earned performance share unit awards will be paid in the form of fully vested shares of our common stock.

  136. Change in Control and Severance Benefits

    Change in Control and Severance Benefits Severance and change in control protections are provided to our named executive officers pursuant to: (i) the terms of outstanding awards granted under the equity plan, (ii) change in control severance agreements and (iii) the Severance Pay Plan (as defined below). The award agreements related to outstanding restricted stock units and performance share units granted to our named executive officers include accelerated vesting provisions in the event of certain terminations of employment, including in connection with a change in control. We have also entered into change in control severance agreements with each of our named executive officers, as described below. These agreements are designed to provide benefits only in the event of a qualifying termination of employment following a change in control transaction, and do not provide any benefits without a termination of employment. None of the change in control severance agreements we have with our named executive officers contain any tax reimbursement provisions in the event a named executive officer receives potential parachute payments under Section 280G of the Code. Mr. Jennings’s change in control severance agreement terminated upon his retirement on November 9, 2023. In addition, in November 2022, the Compensation Committee adopted the HF Sinclair Corporation Severance Pay Plan (the “Severance Pay Plan”), pursuant to which all named executive officers and certain members of senior management or other executives of the Company, as designated by the Company, are eligible to receive the severance benefits provided for under the Severance Pay Plan. As of December 31, 2023, the Severance Pay Plan applied to Messrs. Go, Atanasov and Ledbetter and Mses. Bhatia and Pompa. For additional information regarding change in control and severance benefits, see “Executive Compensation—Potential Payments Upon Termination or Change in Control.”

  137. Retirement Benefits and Perquisites

    In addition to the retirement contribution, in 2023, we made matching contributions to the 401(k) Plan equal to 100% of the first 6% of each participating employee’s eligible compensation up to compensation limits. In 2023, all of our named executive officers participated in the 401(k) Plan and received matching contributions and the retirement contribution. Matching contributions vest immediately and retirement contributions are subject to a three-year cliff-vesting period. Deferred Compensation Plan. Certain of our employees, including our named executive officers, were also eligible to participate in the NQDC Plan in 2023. The NQDC Plan provides certain members of management and other highly compensated employees an opportunity to defer compensation in excess of qualified retirement plan limitations on a pre-tax basis and accumulate tax-deferred earnings to achieve their financial goals. Participants in the NQDC Plan can contribute between 1% and 50% of their eligible earnings, which includes base salary and annual bonuses, to the NQDC Plan. Participants in the NQDC Plan are also eligible to receive certain employer-provided contributions, including but not limited to matching contributions, retirement contributions and nonqualified non-elective contributions. Matching contributions and retirement contributions represent contribution amounts that could not be made under the 401(k) Plan due to limitations on tax-qualified plans under the Code. We do not provide any subsidized returns or guarantee of returns on compensation deferred by our named executive officers or other participants in the NQDC Plan, nor do we require the participants to meet the 401(k) Plan contribution limits prior to deferring contributions into the NQDC Plan. For more information regarding this plan, see “Executive Compensation—Nonqualified Deferred Compensation.” Other Benefits and Perquisites All of our executive officers are eligible to participate in the same benefit plans available generally to our salaried employees, such as medical, dental, vision, long-term and short-term disability and life insurance. We do not maintain separate “executive” plans for any of these benefits. We also make relocation benefits available to our salaried employees, including our named executive officers. During 2023, Messrs. Go and Jennings, the current Chief Executive Officer and former Chief Executive Officer, respectively, were permitted to use the Company’s aircraft for personal travel, subject to a requirement that they reimburse us for all fuel costs and taxes associated with such personal travel in accordance with our revised Personal Use of Company Aircraft Policy adopted on August 29, 2023 (the “Aircraft Policy”). Pursuant to the Aircraft Policy, the Company will cover up to $50,000 per calendar year of other direct costs, such as landing fees, catering charges, pilot overnight expenses and other similar charges incurred in connection with the Chief Executive Officer’s personal travel. Any direct costs incurred by the Company as a result of the Chief Executive Officer’s personal travel that exceed $50,000 in a calendar year will be invoiced to and must be promptly reimbursed by the Chief Executive Officer. In addition, we permit our Chief Executive Officer’s family members to accompany the executive on a flight when the executive is traveling for business. No additional direct operating cost is incurred by us in such situations, but to the extent that Internal Revenue Service guidelines cause us to impute income to the Chief Executive Officer for such family member travel, and that travel is not business-related, the associated tax liability is the responsibility of the Chief Executive Officer. We provide an annual perquisite allowance of $15,000 to each of our named executive officers which can be used at the executive’s discretion. The Compensation Committee retains the discretion to provide additional monies or benefits above the perquisite allowance on a case-by-case basis. In addition, we may provide personal benefits to our executive officers in limited circumstances associated with executive team-building and strategy planning events. During 2023, we also provided reserved parking spaces for our executive officers. From time to time, our Compensation Committee may also establish additional bonus opportunities for our named executive officers. With respect to the 2023 year, our Compensation Committee awarded a one-time $500,000 cash bonus award to Mr. Jennings in connection with his support of the transition of the Chief Executive Officer duties to Mr. Go as our new Chief Executive Officer and his contributions to the Company after assuming the role of Executive Vice President, Corporate.

  138. Recoupment of Compensation

    Recoupment of Compensation In November 2023, in accordance with the implementing regulations of the Dodd-Frank Act and NYSE Listing Standards, the Board adopted a new mandatory clawback policy (the “Dodd-Frank Policy”) and a revised discretionary clawback policy for certain acts of misconduct, which is located in the Company’s employee handbook (the “Misconduct Policy” and, together with the Dodd-Frank Policy, the “Clawback Policies”). The Clawback Policies were effective as of December 1, 2023. The Dodd-Frank Policy provides that, in the event the Company is required to prepare an accounting restatement of any of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, the Compensation Committee will seek to recoup all “recoverable” compensation, received on or after October 2, 2023, that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure. “Recoverable” compensation is the amount of compensation that was granted, earned or vested during the last three completed fiscal years prior to the restatement based upon the financial reporting measure above what would have been received pursuant to the financial reporting measure had the financial statements in question been accurate. “Recoverable” compensation does not include base salaries, discretionary cash bonuses, awards (either cash or equity) that are based upon subjective, strategic or operational standards and equity awards that vest solely on the passage of time. The Dodd-Frank Policy applies to all current and former Section 16 officers, including our current NEOs, and is a “no fault” policy, meaning that it may be triggered in the absence of fraud or willful misconduct by the executive. The Misconduct Policy provides that, in the event of any Misconduct (as defined below) by any U.S.-based employee of the Company, including our NEOs, at any point during the 12-month period preceding the date the Compensation Committee (for all Board-appointed executive officers) is notified of the event of Misconduct, the Compensation Committee may (as determined in its sole discretion and to the extent permitted by applicable law) cause the Company to (a) require such employee to repay any Incentive Compensation (as defined below) paid to the employee or that such employee was awarded or vested within the 24-month period prior to the date the Compensation Committee becomes aware of the Misconduct or at any time during or following the Misconduct, and/or (b) forfeit any Incentive Compensation owed to the employee, including cancelling any unvested, unearned or unsettled Incentive Compensation. “Incentive Compensation” includes any bonuses and other incentive and equity compensation, in each case as determined in the sole discretion of the Compensation Committee. Misconduct will be deemed to have occurred on the date that an employee engages in, intentionally or knowingly benefits from, or has supervisory authority over and knows of, or is willfully blind to, another’s fraud, theft, willful misconduct, gross negligence, or any act or failure having a similar effect on the Company’s reputation or performance or any act or omission that would result in recoupment under the Department of Justice’s Compensation Incentives and Clawback Pilot Program. The determination of Misconduct will, for Board-appointed executive officers, be made by the Compensation Committee. Further, our change in control severance agreements with our named executive officers provide that amounts paid or payable pursuant to such agreements may be forfeited and/or recouped to the extent required by applicable law or any clawback policy that we adopt. In addition, the agreements for awards under our long-term equity incentive program provide that the award, including amounts paid or realized with respect to the award, may be subject to reduction, cancelation, forfeiture or recoupment to the extent required by applicable law or any clawback policy that we adopt.

  139. Impact of Regulatory Compliance

    Impact of Regulatory Compliance In designing and implementing programs applicable to executives, the Compensation Committee considers the anticipated tax treatment to us and our executive officers of various payments and benefits, and the effects of applicable provisions of the Code, including Sections 280G and 162(m). Section 280G of the Code prohibits the deduction of any “excess parachute payment.” Benefits payable under the change in control severance agreements entered into with certain of our executives, including all of our named executive officers, as well as accelerated vesting under restricted stock unit and performance share unit awards could result in “excess parachute payments” that are not deductible by us. For more information regarding amounts payable and benefits available upon the occurrence of a change in control, see “Executive Compensation—Potential Payments Upon Termination or Change in Control.” None of the change in control severance agreements we have with our named executive officers contain any tax reimbursement provisions in the event a named executive officer receives potential parachute payments under Section 280G of the Code.

  140. Annual Cash Incentive Compensation for Named Executive Officers

    Annual Cash Incentive Compensation for Named Executive Officers In the fourth quarter of 2023, the Compensation Committee approved target award levels as well as all other terms of the annual incentive cash compensation awards granted to our named executive officers for 2024. The Compensation Committee made the following changes to the annual incentive cash compensation program measures for 2024:

  141. Annual Cash Incentive Compensation for Named Executive Officers

    | • | The ESG operational measures for each site will be measured and accrued on a quarterly basis and all four quarters of the performance period will be aggregated and averaged by segment, segment results will then be weighted according to their respective segment weighting and all segments will be aggregated to arrive at the annual enterprise ESG operational performance payout for our named executive officers. Sites that meet the performance criteria in multiple quarters will be eligible for performance multipliers ranging from 1.5 to 2.5. |

  142. Annual Cash Incentive Compensation for Named Executive Officers

    | • | For the Refining, Renewables and Lubricants and Specialties business segments, the ESG operational measures will be based on three equally weighted measures: (i) occupational and process safety; (ii) environmental; and (iii) reduction of greenhouse gas emissions. |

  143. Annual Cash Incentive Compensation for Named Executive Officers

    | • | The occupational and process safety measure was expanded to include contractor recordables and will be based on each site’s achievement of a zero employee and contractor recordables target and a zero Tier 1 and one Tier 2 event target, replacing the prior point system. |

  144. Annual Cash Incentive Compensation for Named Executive Officers

    | • | The environmental measure will be based on each site’s achievement of a site specific perfect environmental day target, replacing the prior tiered event point system. |

  145. Annual Cash Incentive Compensation for Named Executive Officers

    | • | The site community events measure previously included in the 2023 ESG operational performance measures was removed. |

  146. Annual Cash Incentive Compensation for Named Executive Officers

    | • | The reliability operational performance measure will be based on each site’s non-turnaround operational unavailability associated with planned and unplanned events (excluding turnarounds), replacing the Solomon Operational Availability metrics. |

  147. Annual Cash Incentive Compensation for Named Executive Officers

    The Compensation Committee made no other changes from the prior year to the annual incentive cash compensation program for 2024 for the named executive officers. The 2024 annual incentive cash compensation awards will continue to be subject to a bonus hurdle that may limit the named executive officers’ target bonus to 50% of the individual’s target bonus if the Company does not achieve positive adjusted operating income for the 2024 fiscal year. Adjusted operating income of the Company means earnings before interest and taxes as reported in the Company’s audited consolidated financial statements and is calculated as net income (loss) attributable to the Company’s stockholders plus (i) interest expense, net of interest income, and (ii) income tax expense plus adjustments for extraordinary items, other unusual or non-recurring items, each as determined in accordance with generally accepted accounting principles and identified in the financial statements, notes to the financial statements or management’s discussion and analysis. The bonus hurdle is intended to align executive rewards with shareholder returns and reinforces our objective of paying for performance. The Compensation Committee will continue to retain full discretion to pay, not pay or modify all annual incentive cash compensation awards.

  148. Long-Term Equity Incentive Compensation for Named Executive Officers

    Long-Term Equity Incentive Compensation for Named Executive Officers In November 2023, the Compensation Committee approved grants of restricted stock units with time-based vesting conditions and performance share units to our named executive officers (other than Mr. Jennings who retired from the Company in November 2023) for the 2024 fiscal year. Pursuant to SEC rules, the long-term equity incentive awards granted in November 2023 for the 2024 fiscal year are disclosed as 2023 compensation in the Summary Compensation Table and are reported in the 2023 Grants of Plan- Based Awards table included in this proxy statement. For the awards granted in November 2023 for the 2024 fiscal year, the award for Mr. Go was allocated 65% to performance share units and 35% to restricted stock units. The awards to Mr. Atanasov and Ms. Bhatia were allocated 50% to performance share units and 50% to restricted stock units and the awards to Ms. Pompa and Mr. Ledbetter were allocated 40% to performance share units and 60% to restricted stock units. These awards are described in greater detail below. The following table sets forth:

  149. Long-Term Equity Incentive Compensation for Named Executive Officers

    | • | the dollar value of the long-term equity incentive award granted in 2023 for the 2024 fiscal year to each of the named executive officers; and |

  150. Long-Term Equity Incentive Compensation for Named Executive Officers

    | • | the number of restricted stock units with time-based vesting conditions and performance share units that were awarded for the 2024 fiscal year to each of the named executive officers. |

  151. Long-Term Equity Incentive Compensation for Named Executive Officers

    | Name | Dollar Value of Long- Term Equity Incentive Award | Number of Restricted Stock Units with Time-Based Vesting | Target Number of Performance Share Units | | Timothy Go | $7,850,000 | 50,703 | 94,160 | | Atanas H. Atanasov | $2,350,000 | 21,684 | 21,684 | | Vaishali S. Bhatia | $1,550,000 | 14,304 | 14,304 | | Valerie Pompa | $1,250,000 | 13,842 | 9,227 | | Steven C. Ledbetter | $1,000,000 | 11,073 | 7,382 | | Michael C. Jennings (1) | — | — | — |

  152. Long-Term Equity Incentive Compensation for Named Executive Officers

    | (1) Due to Mr. Jennings’s retirement from the Chief Executive Officer role on May 8, 2023 and his retirement from the Company on November 9, 2023, he did not receive a long-term equity incentive award for the 2024 fiscal year. |

  153. Long-Term Equity Incentive Compensation for Named Executive Officers

    Restricted Stock Unit Awards In November 2023, the Compensation Committee approved grants of restricted stock units with time-based vesting conditions to our named executive officers (other than Mr. Jennings who retired from the Company in November 2023) for the 2024 fiscal year. For Mr. Go, the restricted stock units awarded in November 2023 for the 2024 fiscal year represented 35% of his total long-term equity incentive award. For Mr. Atanasov and Ms. Bhatia, the restricted stock units awarded in November 2023 for the 2024 fiscal year represented 50% of their total long-term equity incentive award. For Ms. Pompa and Mr. Ledbetter, the restricted stock units awarded in November 2023 for the 2024 fiscal year represented 60% of their total long-term equity incentive award. The restricted stock units awarded in November 2023 for the 2024 fiscal year will vest in three equal installments on December 1, 2024, 2025 and 2026 (or the first business day thereafter if December 1 falls on a Saturday or Sunday), subject to continued employment. Each named executive officer that received an award has the right to receive dividend equivalents and other distributions paid with respect to such restricted stock units, and these dividend equivalents are paid at approximately the same time as dividends are received by our common stockholders. Performance Share Unit Awards In November 2023, the Compensation Committee granted performance share unit awards to our named executive officers (other than Mr. Jennings who retired from the Company in November 2023) for the 2024 fiscal year. Each named executive officer who received performance share unit awards was granted a target number of performance share units. For Mr. Go, the target number of performance share units represented 65% of his total long-term equity incentive award granted in November 2023 for fiscal year 2024. For Messrs. Atanasov and Ms. Bhatia, this target number of performance share units represented 50% of their total long-term equity incentive award for fiscal year 2024. For Ms. Pompa and Mr. Ledbetter, this target number of performance share units represented 40% of their total long-term equity incentive award for fiscal year 2024. The Compensation Committee determined that performance metrics for the November 2023 grants would consist of return on capital employed and total shareholder return during the performance period as measured against that of the 2024 Incentive Peer Group. The 2024 Incentive Peer Group consists of:

  154. Long-Term Equity Incentive Compensation for Named Executive Officers

    | • CVR Energy Inc. | • PBF Energy Inc. | | • Delek US Holdings, Inc. | • Phillips 66 | | • Marathon Petroleum Corporation | • Valero Energy Corporation |

  155. Long-Term Equity Incentive Compensation for Named Executive Officers

    The performance period for these performance share unit awards runs from October 1, 2023 through September 30, 2026. Each named executive officer that received an award has the right to receive dividend equivalents and other distributions with respect to such performance share units based on the target level of payout, and these dividend equivalents are paid at approximately the same time as dividends are received by our common stockholders. For the performance share unit awards granted in November 2023 for the 2024 fiscal year, “return on capital employed” and “total shareholder return” are calculated in the same manner as they are calculated for the performance share units granted in November 2022 for the 2023 fiscal year. The actual number of performance share units earned at the end of the performance period will be determined in the same manner as the performance share unit awards granted in November 2022 for the 2023 fiscal year. For the return on capital employed metric and the total shareholder return metric, a percentile ranking of our return on capital employed versus the return on capital employed of each entity in our Incentive Peer Group and our total shareholder return versus the total shareholder return of each entity in our Incentive Peer Group, respectively, will be calculated at the end of the performance period and payout is determined in the same manner as the performance share unit awards granted in November 2022 for the 2023 fiscal year. The named executive officer must be employed by us on December 1, 2026 (or the first business day thereafter if such date falls on a Saturday or Sunday) to receive payment of the earned performance share unit awards, except as described below in “Executive Compensation—Potential Payments Upon Termination or Change in Control.” Earned performance share unit awards will be paid in the form of fully vested shares of our common stock. Compensation Committee Report The Compensation Committee of the HF Sinclair Corporation Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement. Compensation Committee of the Board of Directors

  156. Long-Term Equity Incentive Compensation for Named Executive Officers

    | Leldon E. Echols | Anna C. Catalano | Manuel J. Fernandez | Franklin Myers | | Chairperson | | | |

  157. Long-Term Equity Incentive Compensation for Named Executive Officers

    Executive Compensation The following executive compensation tables and related information are intended to be read together with the more detailed disclosure regarding our executive compensation program presented under “Compensation Discussion and Analysis” above.

  158. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our named executive officers for the last three completed years, to the extent that the individual was a named executive officer during those years.

  159. Summary Compensation Table

    | Name and Principal Position in 2023 | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | Timothy Go Chief Executive Officer and President | 2023 | $1,030,000 | — | $12,336,306 | $1,810,658 | $34,289 | $316,565 | $15,527,818 | | | 2022 | $800,000 | — | $3,648,905 | $1,261,191 | — | $196,344 | $5,906,440 | | | 2021 | $772,892 | — | $2,377,064 | $1,229,795 | — | $180,347 | $4,560,098 | | Atanas H. Atanasov Executive Vice President and Chief Financial Officer | 2023 | $600,000 | — | $2,482,877 | $793,612 | $384 | $224,278 | $4,101,151 | | | 2022 | $152,308 | $300,000 | $2,418,223 | — | — | $60,334 | $2,930,865 | | Vaishali S. Bhatia (7) Executive Vice President, General Counsel and Secretary | 2023 | $600,000 | — | $1,637,839 | $697,166 | — | $161,595 | $3,096,600 | | | 2022 | $540,000 | — | $1,564,059 | $965,693 | — | $135,360 | $3,205,112 | | | 2021 | $476,567 | — | $1,240,321 | $584,391 | — | $121,585 | $2,422,864 | | Valerie Pompa Executive Vice President, Operations | 2023 | $500,000 | — | $1,306,629 | $550,689 | — | $107,480 | $2,464,798 | | Steven C. Ledbetter Executive Vice President, Commercial | 2023 | $376,923 | — | $1,445,277 | $253,171 | — | $195,730 | $2,271,101 | | Michael C. Jennings Former Chief Executive Officer; Former Executive Vice President, Corporate | 2023 | $1,203,855 | $500,000 | $20,838,893 | $1,200,433 | $14,448 | $464,538 | $24,222,167 | | | 2022 | $1,250,000 | — | $9,180,707 | $2,846,924 | — | $523,421 | $13,801,052 | | | 2021 | $1,084,154 | — | $7,357,061 | $2,606,264 | — | $426,185 | $11,473,664 |

  160. Summary Compensation Table

    | (1) Represents base salary actually paid during the respective fiscal year and may reflect partial year payments for years in which NEOs were not employed during the entirety of that year. |

  161. Summary Compensation Table

    Upon Mr. Jennings’ retirement from the Chief Executive Officer role, effective May 8, 2023, Mr. Jennings’ 2023 base salary was reduced from $1,325,000 per year to $100,000 per calendar month (pro-rated for partial months) until his retirement date of November 9, 2023. The 2023 base salary shown for Mr. Jennings also includes the payout of accrued vacation upon his retirement in the amount of $107,798. Effective January 1, 2023, Mr. Go’s 2023 base salary was $900,000. Effective upon his promotion to Chief Executive Officer of the Company, on May 9, 2023, Mr. Go’s 2023 base salary was increased from $900,000 to $1,100,000. Effective upon his appointment as Executive Vice President, Commercial on March 31, 2023, Mr. Ledbetter’s base salary was $500,000. The 2023 salary shown in this table represents Mr. Ledbetter’s actual base salary earnings for the period beginning March 31, 2023 through December 31, 2023.

  162. Summary Compensation Table

    | (2) For Mr. Atanasov, represents a cash sign-on bonus paid in connection with his appointment as Executive Vice President and Chief Financial Officer of the Company on September 30, 2022 to compensate him for his forfeited bonus with his prior employer. |

  163. Summary Compensation Table

    For Mr. Jennings, represents a one-time cash bonus paid in December 2023 in connection with his support of the transition of the Chief Executive Officer duties to Mr. Go as our new Chief Executive Officer and his contributions to the Company after assuming the role of Executive Vice President, Corporate.

  164. Summary Compensation Table

    | (3) Represents the aggregate grant date fair value of awards of restricted stock units and performance share units made in the year indicated, calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, excluding the effects of estimated forfeitures and does not reflect the actual value that may be ultimately realized by the executive. See Note 8 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of the assumptions used in determining the FASB ASC Topic 718 grant date fair value of these awards. |

  165. Summary Compensation Table

    Long-term equity incentive awards are granted in the year prior to the year to which they relate, therefore awards granted in November 2021 for the 2022 fiscal year are reported in the “Stock Awards” column of the Summary Compensation Table for 2021, long-term equity incentive awards granted in November 2022 for the 2023 fiscal year are reported in the “Stock Awards” column of the Summary Compensation Table for 2022, and long-term equity incentive awards granted in November 2023 for the 2024 fiscal year are reported in the “Stock Awards” column of the Summary Compensation Table for 2023, in each case, in accordance with SEC rules. For Mr. Go, the amount shown in the “Stock Awards” column for 2023 also includes a grant of 47,628 restricted stock units and 47,628 performance share units on the date of his promotion to Chief Executive Officer. For Mr. Atanasov, the amount shown in the “Stock Awards” column for 2022 also includes a grant of 6,185 restricted stock units on the date of his appointment as Executive Vice President and Chief Financial Officer. For Mr. Ledbetter, the amount shown in the “Stock Awards” column for 2023 also includes a grant of 8,268 restricted stock units on the date of his appointment as Executive Vice President, Commercial. For Mr. Jennings, the amount shown in the “Stock Awards” column for 2023 reflects the results of the award modification of his unvested 2020, 2021 and 2022 restricted stock unit grants and his 2020, 2021 and 2022 performance share unit grants in connection with his retirement and pursuant to the terms of the Letter Agreement and Successor Transition Agreement. The amount reported for Mr. Jennings for 2023 reflects the incremental fair value of these modified awards, computed as of their modification date on February 15, 2023 in accordance with FASB ASC Topic 718, and assumes settlement at target for his performance share units. See “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Succession Arrangements with Mr. Jennings and Mr. Go,” “—2023 Grants of Plan-Based Awards” and “—Outstanding Equity Awards at Fiscal Year End.” The performance share units awarded in November 2023 to the NEOs (other than Mr. Jennings) and in May 2023 to Mr. Go are subject to a “market condition” (the total shareholder return (“TSR”) performance metric) and a “performance condition” (the return on capital employed (“ROCE”) performance metric). For purposes of determining the grant date fair value of the performance share units granted in November 2023, in accordance with SEC rules and FASB ASC Topic 718, we have assumed an aggregate settlement of 111.3%, which includes a settlement of 61.30% of the TSR portion of the award and 50% of the ROCE portion of the award. For purposes of determining the grant date fair value of the performance share units granted in May 2023 to Mr. Go, in accordance with SEC rules and FASB ASC Topic 718, we have assumed an aggregate settlement of 108.5%, which includes a settlement of 58.5% of the TSR portion of the award and 50% of the ROCE portion of the award. The maximum payout of the aggregate awards, however, could be up to 200%. If the ROCE portion of the award was settled at the maximum payout level of 200% (resulting in settlement of the aggregate award in an amount equal to 161.30% for the November 2023 awards and 158.5% for the May 2023 award to Mr. Go), the grant date fair value of the performance share unit awards would be as follows: Mr. Go, $11,202,418; Mr. Atanasov, $1,895,349; Ms. Bhatia, $1,250,272; Ms. Pompa, $806,510; and Mr. Ledbetter, $645,240. For additional information regarding the awards granted in 2023, see “Compensation Discussion and Analysis—2024 Executive Compensation Decisions,” “—2023 Grants of Plan-Based Awards,” and “—Outstanding Equity Awards at Fiscal Year End.”

  166. Summary Compensation Table

    | (4) For 2023, represents payments made pursuant to the annual incentive cash compensation program with respect to the financial measures, operational measures and strategic and individual measures, as applicable. The 2023 awards are described in more detail in “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Annual Incentive Cash Compensation.” |

  167. Summary Compensation Table

    Mr. Atanasov was not eligible for an annual incentive cash award for 2022 since he joined on the last day of the 2022 performance period. For 2022, includes a strategic incentive cash compensation award for 2022 paid to Ms. Bhatia in connection with her efforts in facilitating the Company’s successful closing of the Sinclair Transactions. For Mr. Ledbetter, represents a payment made pursuant to the annual incentive cash compensation program, pro-rated based on the number of days between the date Mr. Ledbetter began serving as Executive Vice President, Commercial and the end of the Company’s 2023 performance period. For Mr. Jennings, represents his 2023 annual incentive cash compensation target award of 150% of his base salary earnings pro-rated for the portion of the Company’s 2023 annual incentive performance period from October 1, 2022 to May 8, 2023 during which he served as Chief Executive Officer. Effective May 9, 2023, Mr. Jennings was no longer eligible to participate in the Company’s 2023 annual incentive cash compensation plan.

  168. Summary Compensation Table

    | (5) The amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2023 represent NQDC Plan earnings in excess of 120% of the long-term applicable federal rate for January 2023 of 4.52% for any investment options chosen by the applicable NEOs that were not also available in our 401(k) Plan. For additional information regarding our NQDC Plan, see “Nonqualified Deferred Compensation” below on page 68. |

  169. Summary Compensation Table

    | (6) For 2023, includes compensation as described under “All Other Compensation” below. |

  170. Summary Compensation Table

    | (7) Ms. Bhatia resigned as Executive Vice President, General Counsel and Secretary, effective March 15, 2024. |

  171. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information about plan-based awards granted to our named executive officers under our equity and non-equity incentive plans during 2023. Certain equity awards reported below were granted in November 2023 for the 2024 fiscal year and are reported in this table as 2023 compensation in accordance with SEC rules. These awards are described in greater detail above under “Compensation Discussion and Analysis—2024 Executive Compensation Decisions.” Annual equity awards are generally made once each year in the fourth quarter of the year preceding the year to which the annual awards relate in order to align the timing of the long-term equity incentive award grants with the timing of the other compensation decisions made for our executive officers. In accordance with SEC rules, the equity awards granted in November 2022 for the 2023 fiscal year were previously reported as 2022 compensation in the Grants of Plan-Based Awards table contained in our proxy statement filed with the SEC on April 6, 2023. In this table, awards are abbreviated as “AICP” for awards under the annual incentive cash compensation program, “RSU” for restricted stock unit awards and “PUA” for performance share unit awards. The restricted stock unit awards and performance share unit awards granted to our named executive officers were granted under the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (as amended, the “LTIP”).

  172. 2023 Grants of Plan-Based Awards

    | | | | Estimated Possible 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(3) | Grant Date Fair Value of Stock Awards(4) | | Name | Type | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | Timothy Go (5) | AICP (6) | | $606,539 | $1,213,077 | $2,426,154 | | | | | | | | RSU | 5/9/23 | | | | | | | 47,628 | $1,875,114 | | | PUA | 5/9/23 | | | | 23,814 | 47,628 | 95,256 | | $2,034,484 | | | RSU | 11/7/23 | | | | | | | 50,703 | $2,747,596 | | | PUA | 11/7/23 | | | | 47,080 | 94,160 | 188,320 | | $5,679,112 | | Atanas H. Atanasov | AICP | | $265,846 | $531,692 | $1,063,384 | | | | | | | | RSU | 11/7/23 | | | | | | | 21,684 | $1,175,056 | | | PUA | 11/7/23 | | | | 10,842 | 21,684 | 43,368 | | $1,307,821 | | Vaishali S. Bhatia | AICP | | $233,539 | $467,077 | $934,154 | | | | | | | | RSU | 11/7/23 | | | | | | | 14,304 | $775,134 | | | PUA | 11/7/23 | | | | 7,152 | 14,304 | 28,608 | | $862,705 | | Valerie Pompa | AICP | | $184,471 | $368,942 | $737,884 | | | | | | | | RSU | 11/7/23 | | | | | | | 13,842 | $750,098 | | | PUA | 11/7/23 | | | | 4,613 | 9,227 | 18,454 | | $556,531 | | Steven C. Ledbetter | AICP | | $84,808 | $169,615 | $339,230 | | | | | | | | RSU) | 3/31/23 | | | | | | | 8,268 | $400,006 | | | RSU | 11/7/23 | | | | | | | 11,073 | $600,046 | | | PUA | 11/7/23 | | | | 3,691 | 7,382 | 14,764 | | $445,225 | | Michael C. Jennings | AICP | | — | — | — | | | | | | | | RSU | 2/15/23 | | | | | | | 211,108 | $11,974,523 | | | PUA | 2/15/23 | | | | 51,964 | 103,929 | 207,858 | | $8,864,370 |

  173. 2023 Grants of Plan-Based Awards

    | (1) Represents the potential payouts for awards granted under our annual incentive cash compensation program, which were subject to achieving certain performance targets with respect to financial measures, operational measures and strategic and individual measures, as applicable. Amounts reported (a) in the “Threshold” column reflect 50% of the named executive officer’s target award opportunity under the annual incentive cash compensation program, which, in accordance with SEC rules, is the minimum amount payable for a certain level of performance under the award, (b) in the “Target” column reflect 100% of the named executive officer’s target award opportunity under the annual incentive cash compensation program, which is the target amount payable under the award, and (c) in the “Maximum” column reflect 200% of the named executive officer’s target award opportunity under the annual incentive cash compensation program, which is the maximum amount payable under the award. If less than minimum levels of performance, as described in the “Threshold” column, are |

  174. 2023 Grants of Plan-Based Awards

    | attained with respect to the financial measures, operational measures and strategic and individual measures, as applicable, under the annual incentive cash compensation program, then 0% of the named executive officer’s target award opportunity will be earned. |

  175. 2023 Grants of Plan-Based Awards

    The performance targets and target awards are described under “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Annual Incentive Cash Compensation.” Amounts actually paid with respect to the awards reported in this table are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2023. In connection with Mr. Jennings’s retirement from the Chief Executive Officer role and pursuant to the terms and conditions of the Letter Agreement, Mr. Jennings received an annual cash incentive award of $1,200,433 in June 2023 which represents his 2023 annual incentive cash compensation target award of 150% of his base salary earnings pro-rated for the portion of the Company’s 2023 annual incentive performance period from October 1, 2022 to May 8, 2023 during which he served as Chief Executive Officer. Effective May 9, 2023, Mr. Jennings was no longer eligible to participate in the Company’s 2023 annual incentive cash compensation plan. See “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Succession Arrangements with Mr. Jennings and Mr. Go.”

  176. 2023 Grants of Plan-Based Awards

    | (2) Represents the potential number of performance share units payable under the LTIP. Amounts reported (a) in the “Threshold” column reflect 50% of the target number of performance share units awarded to each named executive officer, which, in accordance with SEC rules, is the minimum amount payable for a certain level of performance under the performance share unit awards, (b) in the “Target” column reflect 100% of the target number of performance share units awarded to each named executive officer, which is the target amount payable under the performance share unit awards, and (c) in the “Maximum” column reflect 200% of the target number of performance share units awarded to each named executive officer, which is the maximum amount payable under the performance share unit awards. If less than minimum levels of performance, as described in the “Threshold” column, are attained with respect to the return on capital employed and total shareholder return performance metrics applicable to the performance share unit awards, then 0% of the target number of performance share units awarded will be earned. |

  177. 2023 Grants of Plan-Based Awards

    The number of shares actually delivered at the end of the performance period may vary from the target number of performance share units, based on our achievement of the specific performance measures. Performance targets and target awards for the awards reported above are described under “Compensation Discussion and Analysis—2024 Executive Compensation Decisions—Long-Term Equity Incentive Compensation for Named Executive Officers.” In connection with Mr. Jennings’s retirement, the Compensation Committee approved changes to the vesting schedule for the performance share units granted to Mr. Jennings in November 2020. Pursuant to the terms of the award modification, Mr. Jennings’s November 2020 performance share unit award was treated as forfeited and re-granted on February 15, 2023. Under the Letter Agreement and Successor Transition Agreement, his performance share units granted in November 2020 would vest and become payable at the performance metric applicable to the performance period. See “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Succession Arrangements with Mr. Jennings and Mr. Go” and “—Outstanding Equity Awards at Fiscal Year End.”

  178. 2023 Grants of Plan-Based Awards

    | (3) Represents shares of restricted stock units subject to time-based vesting conditions granted under the LTIP. The terms of these grants are described under “Compensation Discussion and Analysis—2024 Executive Compensation Decisions—Long-Term Equity Incentive Compensation for Named Executive Officers.” |

  179. 2023 Grants of Plan-Based Awards

    In connection with Mr. Jennings’s retirement, the Compensation Committee approved changes to the vesting schedule for the restricted stock units previously granted to Mr. Jennings in November 2020, 2021 and 2022. Pursuant to the terms of the award modification, Mr. Jennings’s existing awards were treated as forfeited and re-granted on February 15, 2023. Under the Letter Agreement and Successor Transition Agreement, if on December 1, 2023, Mr. Jennings was employed by the Company (due to an extension of his Retirement Date) or the Consulting Period was in effect, Mr. Jennings would vest in his restricted stock unit awards that would otherwise vest on December 1, 2023 pursuant to the terms of the award agreements governing the awards, and if Mr. Jennings continued to perform services through the last day of the Consulting Period, then, immediately following the Consulting Period, his remaining restricted stock units granted in November 2021 and 2022 would vest on a pro rata basis for the portion of time he provided services during the award service period and his performance share units granted in November 2021 and 2022 would vest on a pro rata basis at target for the portion of time he provided services during the award service period. As a result, his performance share units granted in November 2021 and 2022 were treated as grants of restricted stock units in February 2023. The amount reported for Mr. Jennings reflects the incremental fair value of his modified awards, computed as of their modification date on February 15, 2023 in accordance with FASB ASC Topic 718. See “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Succession Arrangements with Mr. Jennings and Mr. Go” and “—Outstanding Equity Awards at Fiscal Year End.”

  180. 2023 Grants of Plan-Based Awards

    | (4) Represents the grant date fair value of the restricted stock unit and performance share unit awards to our NEOs. The grant date fair value was determined pursuant to FASB ASC Topic 718, based on the closing price of our common stock on the applicable grant date. The closing price of our common stock on (i) February 15, 2023 was $54.50; (ii) March 31, 2023 was $48.38; (iii) May 9, 2023 was $39.37; and (iv) November 7, 2023 was $54.19. With respect to the performance share units, amounts reflect an aggregate probable settlement percentage of 111.3% for the November 2023 grants, 108.5% for the May 2023 grant to Mr. Go and 156.5% for the February 2023 award modification of Mr. Jennings’ awards. See Note 3 to the Summary Compensation Table for additional information regarding the aggregate probable settlement percentage calculation and Mr. Jennings’ award modification. |

  181. 2023 Grants of Plan-Based Awards

    | (5) In connection with Mr. Go’s promotion to Chief Executive Officer of the Company, effective May 9, 2023, he received (a) an increase in his 2023 annual incentive cash compensation target award from 110% of his base salary earnings (with a maximum limit of 220% of base salary earnings) to 150% of his base salary earnings (with a maximum limit of 300% of his base salary earnings), and (b) a grant of long-term incentive awards in the amount of $3,750,000 split equally between restricted stock units and performance share units of the Company. |

  182. 2023 Grants of Plan-Based Awards

    | (6) Represents the total potential payout for Mr. Go under the 2023 annual incentive cash compensation program, including both the portion of his annual incentive cash compensation relating to the period prior to and following his promotion to Chief Executive Officer of the Company. |

  183. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides the number and value of outstanding equity awards held by our named executive officers as of December 31, 2023, including awards that were granted prior to 2023. All awards were granted pursuant to our LTIP. The value of our awards was calculated based on a price of $55.57 per share, the closing price of our common stock on December 29, 2023 (the last trading day of 2023). The number and value of performance share units reported is based on the number of shares payable at the end of the performance period assuming the maximum level of performance is achieved. In this table, awards are abbreviated as “RSU” for restricted stock unit awards and “PUA” for performance share unit awards. The provisions applicable to these awards upon certain terminations of employment and/or a change in control are described below in the section titled “Potential Payments upon Termination or Change in Control.”

  184. Outstanding Equity Awards at Fiscal Year End

    | Name | Award Type | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested | | Timothy Go | RSU | 112,369 | $6,244,345 | | | | | PUA | | | 407,182 | $22,627,104 | | Atanas H. Atanasov | RSU | 32,328 | $1,796,467 | | | | | PUA | | | 75,300 | $4,184,421 | | Vaishali S. Bhatia | RSU | 28,178 | $1,565,851 | | | | | PUA | | | 87,900 | $4,884,603 | | Valerie Pompa | RSU | 23,468 | $1,304,117 | | | | | PUA | | | 44,184 | $2,455,305 | | Steven C. Ledbetter | RSU | 16,585 | $921,628 | | | | | PUA | | | 14,764 | $820,435 | | Michael C. Jennings (3) | RSU | 144,649 | $8,038,145 | | | | | PUA | | | — | — |

  185. Outstanding Equity Awards at Fiscal Year End

    | (1) Includes the following restricted stock unit awards granted by us as follows (the amounts included in the parentheticals reflect the number of unvested restricted stock units subject to each award): |

  186. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2021 to Mr. Go (11,288), Ms. Bhatia (5,890) and Ms. Pompa (3,240), which vest on December 1, 2024 (or, in each case, the first business day thereafter if such date is a Saturday or a Sunday), subject to the executive’s continued employment with the Company on such vesting date; |

  187. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2022 to Mr. Jennings (32,408), Mr. Atanasov (10,644), Mr. Go (18,626), Ms. Bhatia (7,984) and Ms. Pompa (6,386), of which one third vested on December 1, 2023, one third vests on December 1, 2024 and the remaining one third vests on December 1, 2025 (or, in each case, the first business day thereafter if such date is a Saturday or a Sunday), subject to the executive’s continued employment with the Company on such vesting date; |

  188. Outstanding Equity Awards at Fiscal Year End

    | • | in March 2023 to Mr. Ledbetter (5,512), of which one third vested on December 1, 2023, one third vests on December 1, 2024 and the remaining one third vests on December 1, 2025 (or, in each case, the first business day thereafter if such date is a Saturday or a Sunday), subject to Mr. Ledbetter’s continued employment with the Company on such vesting date; |

  189. Outstanding Equity Awards at Fiscal Year End

    | • | in May 2023 to Mr. Go (31,572), of which one third vested on December 1, 2023, one third vests on December 1, 2024 and the remaining one third vests on December 1, 2025 (or, in each case, the first business day thereafter if such date is a Saturday or a Sunday), subject to Mr. Go’s continued employment with the Company on such vesting date; and |

  190. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2023 to Mr. Go (50,703), Mr. Atanasov (21,684), Ms. Bhatia (14,304), Ms. Pompa (13,842) and Mr. Ledbetter (11,073), of which one third vests on December 1, 2024, one third vests on December 1, 2025 and the remaining one third vests on December 1, 2026 (or, in each case, the first business day thereafter if such date is a Saturday or a Sunday), subject to the executive’s continued employment with the Company on such vesting date. |

  191. Outstanding Equity Awards at Fiscal Year End

    | (2) Includes performance share units awarded by us as follows (the amounts included in the parentheticals reflect the target number of performance share units subject to each award, and may not be the number of shares that is actually delivered following the end of the applicable performance period or reflected in the table above as of the end of the 2023 year) (other than with respect to Mr. Jennings, which are addressed below): |

  192. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2021 to Mr. Go (33,864), Ms. Bhatia (17,670) and Ms. Pompa (6,479), with a performance period that ends on September 30, 2024 and a service period that ends on December 1, 2024 (or the first business day thereafter if such date is a Saturday or a Sunday); |

  193. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2022 to Mr. Go (27,939), Mr. Atanasov (15,966), Ms. Bhatia (11,976) and Ms. Pompa (6,386), with a performance period that ends on September 30, 2025 and a service period that ends on December 1, 2025 (or the first business day thereafter if such date is a Saturday or a Sunday); |

  194. Outstanding Equity Awards at Fiscal Year End

    | • | in May 2023 to Mr. Go (47,628), with a performance period that ends on September 30, 2025 and a service period that ends on December 1, 2025 (or the first business day thereafter if such date is a Saturday or a Sunday); and |

  195. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2023 to Mr. Go (94,160), Mr. Atanasov (21,684), Ms. Bhatia (14,304), Ms. Pompa (9,227) and Mr. Ledbetter (7,382), with a performance period that ends on September 30, 2026 and a service period that ends on December 1, 2026 (or the first business day thereafter if such date is a Saturday or a Sunday. |

  196. Outstanding Equity Awards at Fiscal Year End

    | (3) Includes the restricted stock unit awards granted to Mr. Jennings in February 2023 (including his performance share units which were converted into a restricted stock unit award subject to time based vesting) pursuant to his modified award that vested in February 2024 pursuant to the terms of the Letter Agreement and Successor Transition Agreement, which governed the treatment of all outstanding equity awards of Mr. Jennings in connection with his retirement. See “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Succession Arrangements with Mr. Jennings and Mr. Go” and “—2023 Grants of Plan-Based Awards” for a discussion of Mr. Jennings’s vested and forfeited restricted stock unit and performance share unit awards. |

  197. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information about the vesting in 2023 of restricted stock unit and performance share unit awards held by the named executive officers. The Company does not grant options. The value realized from the vesting of restricted stock unit or performance share unit awards is equal to the closing price of our common stock on the vesting date (or, if the vesting date is not a trading day, on the trading day immediately following the vesting date), multiplied by the number of shares acquired on vesting. The value is calculated before payment of any applicable withholding or other income taxes.

  198. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized Upon Vesting | | Timothy Go (1)(2) | 117,521 | $6,319,098 | | Atanas H. Atanasov (3) | 11,507 | $638,031 | | Vaishali S. Bhatia (1) | 39,155 | $2,127,683 | | Valerie Pompa (1) | 20,993 | $1,140,760 | | Steven C. Ledbetter | 2,756 | $149,761 | | Michael C. Jennings (1)(4) | 205,082 | $11,144,156 |

  199. Option Exercises and Stock Vested

    | (1) Includes the following number of shares of common stock (shown in column (b) below) issued to the named executive officer following the Compensation Committee’s certification that the applicable standards for the target performance share units granted to the named executive officer (shown in column (a) below) in November 2020 had been met (based on a performance percentage of 125.1%): |

  200. Option Exercises and Stock Vested

    | Name | Target Performance Share Units Granted (a) | Actual Number of Shares of Common Stock Earned (b) | | Timothy Go | 46,191 | 57,784 | | Vaishali S. Bhatia | 18,477 | 23,114 | | Valerie Pompa | 8,315 | 10,402 | | Michael C. Jennings | 103,929 | 130,015 |

  201. Option Exercises and Stock Vested

    | (2) Includes the vesting of 7,863 restricted stock units which were issued to Mr. Go in connection with his appointment as Executive Vice President and Chief Operating Officer of the Company in June 2020. The value realized with respect to such award was calculated based on the closing price of our common stock on the date of vesting, June 9, 2023. |

  202. Option Exercises and Stock Vested

    | (3) Includes the vesting of 6,185 restricted stock units which were issued to Mr. Atanasov in connection with his appointment as Executive Vice President and Chief Financial Officer of the Company on September 30, 2022. The value realized with respect to such award was calculated based on the closing price of our common stock on the date of vesting, which was October 2, 2023 since the September 30, 2023 vesting date was a Saturday. |

  203. Option Exercises and Stock Vested

    | (4) See “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—Succession Arrangements with Mr. Jennings and Mr. Go” for a discussion of the vesting terms of Mr. Jennings’ restricted stock unit and performance share unit awards pursuant to the terms of his Letter Agreement and Successor Transition Agreement. |

  204. Pension Benefits

    Pension Benefits None of our named executive officers participates in or has ever participated in any plan sponsored or maintained by us that provides for specified retirement payments or benefits, such as a tax-qualified defined benefit plan or a supplemental executive retirement plan.

  205. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation In 2023, all of the named executive officers (other than Mr. Ledbetter) participated in the NQDC Plan. The NQDC Plan is a nonqualified plan (i.e., not tax-qualified under Section 401 of the Code) that, in 2023, functioned as a pour-over plan, allowing key employees to defer tax on income in excess of limits under the Code that apply under the 401(k) Plan. For 2023, the annual deferral contribution limit under the 401(k) Plan was $22,500, and the annual compensation limit was $360,000. Deferral elections made by eligible employees under the NQDC Plan apply to the total amount of eligible earnings the eligible employees choose to contribute to both the 401(k) Plan and the NQDC Plan. Participants in the NQDC Plan are entitled to make independent deferral elections to the NQDC Plan and the 401(k) Plan prior to meeting the contribution limitations under the 401(k) Plan. Federal and state income taxes are generally not payable on income deferred under the NQDC Plan until funds are withdrawn. Eligible executives may make salary deferral contributions between 1% and 50% of their eligible earnings to the NQDC Plan. Eligible earnings include base pay, bonuses and overtime, but exclude extraordinary pay such as severance, accrued vacation, equity compensation, and certain other items. Eligible participants are required to make catch-up contributions to the 401(k) Plan before any contributions are made to the NQDC Plan. For 2023, the catch-up contribution limit was $7,500. Deferral elections are irrevocable for an entire plan year and must be made prior to December 31 immediately preceding the plan year. Elections will carry over to the next plan year unless changed or otherwise revoked. Participants in the NQDC Plan are eligible to receive a matching contribution with respect to their elective deferrals made up to 6% of the participant’s eligible earnings for the plan year in excess of the limits under Section 401(k) of the Code. These matching contributions are 100% vested at all times. In addition, participants are eligible for a retirement contribution ranging from 3% to 8% of the participant’s eligible earnings for the plan year in excess of the limits under Section 401(k) of the Code, based on years of service, as follows:

  206. Nonqualified Deferred Compensation

    | Years of Services | Retirement Contribution (as percentage of eligible compensation) | | Less than 5 years | 3% | | 5 to 10 years | 4% | | 10 to 15 years | 5.25% | | 15 to 20 years | 6.5% | | 20 years and over | 8% |

  207. Nonqualified Deferred Compensation

    These retirement contributions are subject to a three-year cliff vesting period, and will become fully vested in the event of the participant’s death or a change in control. Participants may also receive nonqualified non-elective contributions under the NQDC Plan, which contributions may be subject to a vesting schedule determined at the time the contributions are made. Participating employees have full discretion over how their contributions to the NQDC Plan are invested among the offered investment options, and earnings on amounts contributed to the NQDC Plan are calculated in the same manner and at the same rate as earnings on actual investments. We do not subsidize a participant’s earnings under the NQDC Plan. During 2023, the investment options offered under the NQDC Plan were the same as the investment options available to participants in the 401(k) Plan, except as follows:

  208. Nonqualified Deferred Compensation

    | • | the 401(k) Plan offers the Harbor Small Cap Growth Retirement Fund, Emerging Markets R1 Fund, JPMorgan Mid Cap Growth R6 Fund, MFS International Equity R6 Fund, Small Cap Value III Class R1 Fund, Principal SmallCap R6 Fund, Principal Stable Value Z Fund, Principal Self-Directed Brokerage Account and the stock of HF Sinclair; and |

  209. Nonqualified Deferred Compensation

    | • | the NQDC Plan instead offers the Fidelity Contrafund, Hartford SmallCap Growth Y Fund, Invesco Developing Markets R6 Fund, Invesco Oppenheimer International Growth R6 Fund and Vanguard Federal Money Market Investor Fund. |

  210. Nonqualified Deferred Compensation

    The following table lists the investment options for the NQDC Plan in 2023 with the annual rate of return for each fund:

  211. Nonqualified Deferred Compensation

    | Investment Funds | Rate of Return | | American Century Mid-Cap Value I Fund | 6.35% | | Fidelity Contrafund | 39.33% | | Harbor Capital Appreciation Inst Fund | 53.74% | | Hartford SmallCap Growth Y Fund | 18.14% | | Invesco Developing Markets R6 Fund | 11.54% | | Invesco Oppenheimer International Growth R6 Fund | 21.20% | | PIMCO Total Return Instl Fund | 6.30% | | Principal LargeCap S&P 500 Index Inst Fund | 26.03% | | Principal MidCap S&P 400 Index Inst Fund | 16.16% | | Principal SmallCap S&P 600 Index Inst Fund | 15.80% | | T. Rowe Price Retirement 2005 Fund | 11.94% | | T. Rowe Price Retirement 2010 Fund | 12.46% | | T. Rowe Price Retirement 2015 Fund | 12.97% | | T. Rowe Price Retirement 2020 Fund | 13.45% | | T. Rowe Price Retirement 2025 Fund | 14.57% | | T. Rowe Price Retirement 2030 Fund | 16.30% | | T. Rowe Price Retirement 2035 Fund | 18.08% | | T. Rowe Price Retirement 2040 Fund | 19.53% | | T. Rowe Price Retirement 2045 Fund | 20.46% | | T. Rowe Price Retirement 2050 Fund | 20.78% | | T. Rowe Price Retirement 2055 Fund | 20.82% | | T. Rowe Price Retirement 2060 Fund | 20.82% | | Vanguard Equity-Income Adm. Fund | 7.76% | | Vanguard Federal Money Market Investor Fund | 5.09% | | Vanguard Total Bond Market Index Institutional Fund | 5.72% | | Vanguard Total International Stock Index Institutional Fund | 15.52% |

  212. Nonqualified Deferred Compensation

    Benefits under the NQDC Plan may be distributed upon the earliest to occur of a separation from service (subject to a six-month payment delay for certain specified employees under Section 409A of the Code), the participant’s death, a change in control or a specified date selected by the participant in accordance with the terms of the NQDC Plan. Benefits are distributed from the NQDC Plan in the form of a lump sum payment or, in certain circumstances if elected by the participant, in the form of annual installments for up to a five-year period.

  213. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The following table provides information regarding contributions to, and the year-end balances in, the NQDC Plan for the named executive officers for 2023.

  214. Nonqualified Deferred Compensation Table

    | Name | Plan Name | Executive Contributions in 2023(1) | Company Contributions in 2023(2) | Aggregate Earnings in 2023 | Aggregate Withdrawals/ Distributions in 2023 | Aggregate Balance at December 31, 2023(3) | | Timothy Go | NQDC Plan | $694,838 | $224,921 | $171,532 | — | $1,662,039 | | Atanas H. Atanasov | NQDC Plan | $83,617 | $95,725 | $2,639 | — | $201,448 | | Vaishali S. Bhatia | NQDC Plan | $90,640 | $108,547 | $97,194 | — | $800,120 | | Valerie Pompa | NQDC Plan | $220,276 | $64,181 | $43,625 | — | $616,206 | | Steven C. Ledbetter | NQDC Plan | — | — | — | — | — | | Michael C. Jennings | NQDC Plan | $236,764 | $254,706 | $123,293 | — | $2,763,016 |

  215. Nonqualified Deferred Compensation Table

    | (1) The amounts reported for the NQDC Plan were deferred at the election of the named executive officers and are also included in the amounts reported in the “Salary,” “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table for 2023. |

  216. Nonqualified Deferred Compensation Table

    | (2) These amounts are included in the Summary Compensation Table for 2023 in the “All Other Compensation” column for the named executive officers. |

  217. Nonqualified Deferred Compensation Table

    | (3) The aggregate balance for each named executive officer reflects the cumulative value, as of December 31, 2023, of the executive and company-provided contributions to the named executive officer’s account in the NQDC Plan, and any earnings on these amounts, since the named executive officer began participating in the NQDC Plan. We previously reported executive and company contributions for each named executive officer in the Summary Compensation Table in the following aggregate amounts: |

  218. Nonqualified Deferred Compensation Table

    | Name | 2023 | Years Prior to 2023 | | Timothy Go | $919,759 | $625,572 | | Atanas H. Atanasov | $179,342 | $19,385 | | Vaishali S. Bhatia | $199,187 | $345,511 | | Valerie Pompa | $284,457 | — | | Steven C. Ledbetter | — | — | | Michael C. Jennings | $491,470 | $2,124,522 |

  219. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have agreements with our named executive officers that provide for severance compensation or accelerated vesting in the event of certain terminations of employment, including in connection with a change in control, which are summarized below. None of the agreements we have with our named executive officers contain any tax reimbursement provisions in the event a named executive officer receives potential parachute payments under Section 280G of the Code.

  220. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of annual total compensation of our employees and the annual total compensation of Mr. Go, our Chief Executive Officer and President. We identified the median employee by examining the taxable wages for all U.S. and Canadian employees who were employed by us on December 15, 2023. We included all U.S. and Canadian employees, whether employed on a full-time, part-time, temporary or seasonal basis. As of December 15, 2023, the Company employed 5,012 such persons. As permitted by the SEC rules, we excluded 210 employees located in Germany, the Netherlands and the U.K. as of December 15, 2023 since those employees comprise less than 5% of our 5,222 worldwide employees. We did not make any assumptions, adjustments or estimates with respect to the taxable wages other than deducting stock vesting from the taxable wages, and we did not annualize the wages for any employees that were not employed by us for all of 2023. We believe the use of taxable wages is the most appropriate compensation measure since it allows for a consistent measurement for employees in different countries. After identifying the median employee based on total taxable wages, we combined all of the elements of such employee’s compensation for the 2023 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The median employee’s annual total compensation was as follows:

  221. CEO Pay Ratio

    | Name | Year | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Median Employee | 2023 | $119,492 | — | $49,887 | $13,529 | $182,908 |

  222. CEO Pay Ratio

    For 2023, Mr. Go would have had a total annual compensation of $16,249,977 in the Summary Compensation Table, assuming he had been paid from January 1, 2023 through December 31, 2023 in his role as Chief Executive Officer. In accordance with Instruction 10 to Item 402(u), we looked only to the chief executive officer serving in that position on the date we identified our median employee for fiscal year 2023. Under this approach, the compensation that Mr. Go received as President and Chief Operating Officer prior to his appointment as our Chief Executive Officer and President was not included. As such, Mr. Go’s pay used for purposes of calculating the pay ratio does not represent the actual compensation Mr. Go received during fiscal year 2023. As a result, the reasonable estimated ratio of Mr. Go’s annual total compensation as compared to our median employee’s annual total compensation, calculated in a manner consistent with Item 402(u) of Regulation S-K of the Securities Act, is 89:1. The SEC’s pay ratio disclosure rules permit the use of estimates, assumptions, and adjustments. We believe that the foregoing pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules.

  223. Pay Versus Performance

    Pay Versus Performance The table below sets forth the compensation values reported in the Summary Compensation Table for our principal executive officers (“PEOs”), and, on an average basis, our other non-PEO named executive officers (“non-PEO NEOs”), as compared to the “compensation actually paid” (“CAP”), calculated pursuant to applicable SEC rules and the Company’s financial performance for the years ended December 31, 2023, 2022, 2021 and 2020. The table also sets forth our total shareholder return (“TSR”), the TSR of our Incentive Peer Group over the same period, our net income and our financial performance measure for annual incentive cash compensation plan (“AICP”) awards, AICP Adjusted EBITDA.

  224. Pay Versus Performance

    | Year | Summary Compensation Table Total for First PEO (1) | Summary Compensation Table Total for Second PEO (1) | Compensation Actually Paid to First PEO (5) | Compensation Actually Paid to Second PEO (5) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (5) | Value of Initial Fixed $100 Investment Based On (2) : | | Net Income (Loss) ‘000 | Adjusted AIP EBITDA (4) ‘000 | | | | | | | | | TSR | Peer Group TSR (3) | | | | 2023 | $24,222,167 | $15,527,818 | $2,226,390, | $18,708,991 | $2,983,412 | $3,222,651 | $123 | $188 | $1,589,666 | $3,328,085 | | 2022 | $13,801,052 | $— | $18,874,937 | $— | $4,070,992 | $2,945,488 | $111 | $154 | $2,922,668 | $4,749,520 | | 2021 | $11,473,664 | $— | $13,340,515 | $— | $3,330,663 | $4,065,737 | $69 | $88 | $558,324 | $1,023,192 | | 2020 | $7,646,095 | $— | $6,397,644 | $— | $3,452,842 | $2,692,446 | $54 | $65 | $(601,448) | $495,242 |

  225. Pay Versus Performance

    | (1) The sole PEO for reporting years 2022, 2021 and 2020 is Michael C. Jennings. The PEOs for 2023 are Michael C. Jennings, who served as our Chief Executive Officer for a portion of 2023 and is referred to as the “First PEO” above, and Timothy Go who was promoted to the position of Chief Executive Officer and President, effective May 9, 2023, and is referred to as the “Second PEO” above. The non-PEO NEOs are as follows: |

  226. Pay Versus Performance

    | (a) 2023: Atanas H. Atanasov, Vaishali S. Bhatia, Valerie Pompa and Steven C. Ledbetter. |

  227. Pay Versus Performance

    | (b) 2022: Atanas H. Atanasov, Timothy Go, Vaishali S. Bhatia, Richard L. Voliva III (former Executive Vice President and Chief Financial Officer) and Thomas G. Creery (former President, Renewables). |

  228. Pay Versus Performance

    | (c) 2021: Richard L. Voliva III, Timothy Go, Thomas G. Creery, and Vaishali S. Bhatia. |

  229. Pay Versus Performance

    | (d) 2020: Richard L. Voliva III, Timothy Go, Thomas G. Creery, and Bruce A. Lerner. |

  230. Pay Versus Performance

    | (2) Cumulative TSR is measured as of a base period of December 31, 2019 and determined based on the value of an initial fixed investment of $100. |

  231. Pay Versus Performance

    | (3) The peer group used for relative TSR is the Incentive Peer Group, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K. |

  232. Pay Versus Performance

    | (4) The Company-selected measure is AICP Adjusted EBITDA, which is a performance measure used in the calculation of our annual cash incentive awards. Calculation of AICP Adjusted EBITDA differs from the calculation of EBITDA as reported in our financial statements. See Appendix A for the specific adjustments and the reconciliation of AICP Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, for the periods presented. |

  233. Pay Versus Performance

    | The time period for the AICP Adjusted EBITDA disclosed in the table above differs from the actual AICP Adjusted EBITDA used in the calculation of the 2023, 2022, 2021 and 2020 annual incentive awards because the AICP Adjusted EBITDA disclosed in the table is calculated based on the fiscal year ended December 31, 2023, 2022, 2021 and 2020 to align with the period of the other compensation and financial measures reported in the table. The AICP Adjusted EBITDA actually used in the calculation of the annual incentive awards our NEOs received is based on the actual annual incentive award performance period, which commences on October 1 of the previous year and runs through September 30 of the current year. Therefore, the AICP Adjusted EBITDA disclosed in the table is not the actual AICP Adjusted EBITDA that was used in the calculation of the annual incentive awards the NEOs received for the periods presented. See “—2023 Executive Compensation Decisions ” for further discussion of the Company’s annual incentive cash compensation program and the 2023 performance period AICP Adjusted EBITDA used in the calculation of the 2023 annual incentive cash awards and see the similar discussions of previous year annual incentive cash compensation programs within the Company’s 2023, 2022 and 2021 proxy statements with respect to the AICP Adjusted EBITDA values used in the calculation of the 2022, 2021 and 2020 annual incentive cash awards, respectively. |

  234. Pay Versus Performance

    | (5) The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP. We note that while the adjustments shown below for the First PEO with respect to the 2022 year were correct in last year’s proxy statement filing, there was a summation error when transferring that total amount to the main table above, which has now been corrected to accurately reflect the individual adjustments from 2022. We do not sponsor or maintain any defined benefit pension plans and therefore, no deduction was made related to pension value for any year. |

  235. Pay Versus Performance

    | Year | Executives | SCT Total | Deduct SCT Stock | Add Year- End Fair Value of Unvested Awards Granted in Year | Add/(Less) Change in Fair Value of Unvested Awards Granted in Prior Years | Add Fair Value of Awards Granted and Vested in Year | Add/(Less) Change in Fair Value of Vested Awards Granted in Prior Years | | Less Fair Value of Prior Year Awards that Failed To Vest in Year | Add Dividends Not Included in SCT | Compensation Actually Paid | | 2023 | First PEO (1) | $24,222,167 | $(20,838,893) | $8,038,145 | $— | $11,144,156 | | — | $(21,168,698) | $829,513 | $2,226,390 | | | Second PEO (2) | $15,527,818 | $(12,336,306) | $13,495,689 | $(766,595) | $862,702 | | 1,411,791 | $— | $513,891 | $18,708,991 | | 2022 | PEO (1) | $13,801,052 | $(9,180,707) | $7,070,235 | $1,665,802 | $— | | 4,914,851 | $— | $603,703 | $18,874,937 | | 2021 | PEO (1) | $11,473,664 | $(7,357,061) | $7,645,683 | $1,120,380 | $— | | 351,859 | $— | $105,990 | $13,340,515 | | 2020 | PEO (1) | $7,646,095 | $(4,646,371) | $5,904,093 | $(2,234,562) | $— | ($ | 503,911) | $— | $232,300 | $6,397,644 | | 2023 | NEO | $2,983,412 | $(1,718,155) | $1,841,826 | $(229,844) | $37,440 | | 222,210 | $— | $85,762 | $3,222,651 | | 2022 | NEO | $4,070,992 | $(2,293,733) | $1,207,123 | $261,265 | $767,495 | | 308,730 | $(1,484,862) | $108,477 | $2,945,488 | | 2021 | NEO | $3,330,663 | $(1,692,456) | $1,730,914 | $364,473 | $— | | 278,571 | $— | $53,572 | $4,065,737 | | 2020 | NEO | $3,452,842 | $(2,167,648) | $2,466,908 | $(476,265) | $— | | (666,497) | $— | $83,107 | $2,692,446 |

  236. Pay Versus Performance

    | (1) Represents PEO compensation for Mr. Jennings. |

  237. Pay Versus Performance

    | (2) Represents PEO compensation for Mr. Go. |

  238. Narrative to Pay Versus Performance Table

    Narrative to Pay Versus Performance Table The Pay Versus Performance table above demonstrates the alignment between CAP to the NEOs and the Company’s performance, consistent with our compensation philosophy as described above in “ Compensation Discussion and Analysis .” Specifically, a large portion of the NEOs’ compensation is reliant on TSR and as such, the PEO and non-PEO NEO CAP each year was aligned with our TSR performance and increased when our TSR performance increased but declined when our TSR performance declined. The charts below show, for the past four years, the relationship of the Company’s TSR relative to its Incentive Peer Group as well as the relationship between the PEO and non-PEO NEO CAP and the Company’s TSR, net income and AICP Adjusted EBITDA.