DEF 14A of HF Sinclair Corp, Mar 31, 2026

DEF 14A of HF Sinclair Corp

Filed Mar 31, 2026 · FY20250001193125-26-134743

Open on EDGAR

  1. Board Nominees

    Board Nominees For the 2026 Annual Meeting of Stockholders (“Annual Meeting”), our Board recommends the ten 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 23 for a discussion of factors considered, as well as the “Director Nominee Skills and Experience Matrix” on page 8. 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”.

  2. Director Nominee Facts

    Director Nominee Facts

  3. Director Nominee Facts

    | 8 out of 10 director nominees are independent | 7.6 years* average tenure of independent director nominees | 66.3* average age of director nominees |

  4. Director Nominee Facts

    | * As of March 16, 2026. |

  5. Director Nominee Facts

    | | | | | Committee Memberships | | | | | | | Name | Age | Director Since | Independent | Audit | Compensation | Nominating, Governance and Social Responsibility | Environmental, Health, Safety, and Public Policy | Finance | Executive | | Franklin Myers Chief Executive Officer and President, and Chairperson of the Board of HF Sinclair Corporation | 73 | 2011 | | | | | | | Chairperson | | 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. | 69 | 2017 | ✓ | | | | Chairperson | ✓ | | | Anna C. Catalano Former Group Vice President, Marketing, for BP plc | 66 | 2017 | ✓ | | ✓ | ✓ | | | | | Leldon E. Echols Former Executive Vice President and Chief Financial Officer of Centex Corporation | 70 | 2009 | Lead Independent Director | Financial Expert | Chairperson | | | | ✓ | | Manuel J. Fernandez Former Managing Partner of KPMG’s Dallas office | 64 | 2020 | ✓ | Chairperson, Financial Expert | ✓ | | | | | | Rhoman J. Hardy Former Senior Vice President, Shell Chemicals and Products, U.S. Gulf Coast for Shell USA, Inc. | 57 | 2022 | ✓ | ✓ | | | ✓ | | | | Jeanne M. Johns Former Chief Executive Officer and a Managing Director of Incitec Pivot Ltd. | 63 | 2024 | ✓ | | | ✓ | ✓ | | | | 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 | 56 | 2019 | ✓ | | | ✓ | | Chairperson | | | Robert J. Kostelnik Principal at Glenrock Recovery Partners, LLC | 74 | 2011 | ✓ | | | Chairperson | ✓ | | | | Ross B. Matthews Chair of the Board of Directors of REH Advisors Inc. (now the parent of REH Company, LLC (formerly known as The Sinclair Companies)) | 71 | 2022 | | | | | | ✓ | | | | | 2025 Meetings | | 7 | 4 | 4 | 5 | 4 | 4 |

  6. Executive Compensation Program

    |  | In 2025, 100% of our then 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 |

  7. 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 |

  8. Executive Compensation Program

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

  9. Executive Compensation Program

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

  10. Executive Compensation Program

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

  11. 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 |

  12. 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 2025 were granted in November 2024. |

  13. Director Nominee Facts

    Director Nominee Facts

  14. Director Nominee Facts

    | 8 out of 10 director nominees are independent | 7.6 years* average tenure of independent director nominees | 66.3* average age of director nominees |

  15. Director Nominee Facts

    | * As of March 16, 2026 |

  16. Director Nominee Skills and Experience Matrix

    Director Nominee Skills and Experience 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, and varied backgrounds, professional and lived experiences, geography and other relevant factors, to the boardroom. The Director Nominee Skills and Experience 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:

  17. Director Nominee Skills and Experience Matrix

    |  | High Integrity |

  18. Director Nominee Skills and Experience Matrix

    |  | Leadership Experience |

  19. Director Nominee Skills and Experience Matrix

    |  | Commitment to Ethics |

  20. Director Nominee Skills and Experience Matrix

    |  | Commitment to the Long-Term Interests of our Stockholders |

  21. Director Nominee Skills and Experience Matrix

    |  | Strong Business Judgement |

  22. Director Nominee Skills and Experience Matrix

    |  | Commitment to Safety and Varied Perspectives |

  23. Director Nominee Skills and Experience Matrix

    Director Nominee Skills and Experience 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.

  24. Director Nominee Skills and Experience Matrix

    | Business Experience: Mr. Myers has served as the Company’s Chief Executive Officer and President since February 2026, and as the Chairperson of the Board of the Company since February 2019. He served as an Operating Partner of Quantum Energy Partners, a private equity firm, from 2024 to March 2026, and previously served as a Senior Advisor of Quantum Energy Partners 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. 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. |

  25. Director Nominee Skills and Experience Matrix

    | 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. |

  26. Director Nominee Skills and Experience Matrix

    | 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. |

  27. Director Nominee Skills and Experience Matrix

    | 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. He served as a director of EnLink Midstream Manager, LLC, the managing member of EnLink Midstream, LLC, until its acquisition by ONEOK, Inc. in January 2025. 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. |

  28. Director Nominee Skills and Experience Matrix

    | 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. |

  29. Director Nominee Skills and Experience Matrix

    | 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. |

  30. Director Nominee Skills and Experience Matrix

    | 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 currently serves as a director of Worley Limited. She 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. |

  31. Director Nominee Skills and Experience Matrix

    | 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. |

  32. Director Nominee Skills and Experience Matrix

    | 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 served as a director of Methanex Corporation from 2008 until May 2025. 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. |

  33. Director Nominee Skills and Experience Matrix

    | Business Experience: Mr. Matthews has served as the Chair of the Board of Directors of REH Advisors Inc. (“REH Advisors”, and together with its subsidiary REH Company, LLC, “REH”) since April 2025. He previously served as the Chief Operating Officer of REH from March 2022 until April 2025 and served as the Chairman and Chief Executive Officer of Sinclair Oil LLC (formerly known as Sinclair Oil Corporation), which was comprised of the refining, marketing and renewables business the Company acquired from The Sinclair Companies (the “Sinclair Transactions”), 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. |

  34. Director Nominee Skills and Experience Matrix

    None of our director nominees reported any litigation for the period from 2016-2026 that is required to be reported in this proxy statement. There are no family relationships among any of our directors or executive officers. 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 the Code of Conduct and Corporate Governance Guidelines. These documents, together with our second 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 Conduct, 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, 2323 Victory Avenue, Suite 1400, Dallas, Texas 75219, Attention: Vice President, Investor Relations.

  35. 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 2025 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.

  36. 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 2024 for the 2025 fiscal year vested on December 1, 2025. The restricted stock units granted in November 2025 for the 2026 fiscal year will vest on December 1, 2026 (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 2025, annual compensation for non-management directors consisted of the following components, and remains unchanged for the 2026 fiscal year:

  37. Equity Awards

    | | Compensation Effective January 1, 2025 | Compensation Effective January 1, 2026 (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: (3) | | | | 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 |

  38. Equity Awards

    | (1) In November 2025, the Board set director compensation for the 2026 fiscal year. There were no changes to director compensation for the 2026 fiscal year from the 2025 fiscal year. |

  39. 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. |

  40. Equity Awards

    | (3) A director serving as chairperson of a committee receives an annual cash retainer for service in that role in addition to the annual cash retainer for service as a member of the committee. |

  41. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation For 2025, 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. Fernandez, Knocke and Myers and Ms. Johns participated in the NQDC Plan in 2025 and elected to defer all of their cash retainers for fiscal year 2025. For additional information on the NQDC Plan, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program During 2025—Retirement Benefits and Perquisites—Retirement Plans—Deferred Compensation Plan” and “Executive Compensation—Nonqualified Deferred Compensation.” For 2025, 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 2025, Messrs. Fernandez, Hardy, Knocke, Kostelnik and Myers and Ms. Johns participated in the Director Stock Deferral Plan and elected to defer their 2025 restricted stock unit awards. Each of Messrs. Fernandez, Hardy, Knocke, Kostelnik and Myers and Ms. Johns also elected to defer their 2026 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.

  42. Director Compensation Table

    Director Compensation Table The table below sets forth the compensation earned by each of our non-management directors in 2025. 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 57.

  43. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Anne-Marie N. Ainsworth | $170,400 | $160,011 | $330,411 | | Anna C. Catalano | $148,000 | $160,011 | $308,011 | | Leldon E. Echols | $171,500 | $160,011 | $331,511 | | Manuel J. Fernandez | $179,000 | $160,011 | $339,011 | | Rhoman J. Hardy | $153,900 | $160,011 | $313,911 | | Jeanne M. Johns | $150,400 | $160,011 | $310,411 | | R. Craig Knocke | $168,000 | $160,011 | $328,011 | | Robert J. Kostelnik | $170,400 | $160,011 | $330,411 | | Ross B. Matthews | $134,000 | $160,011 | $294,011 | | Franklin Myers | $351,500 | $160,011 | $511,511 |

  44. Director Compensation Table

    | (1) Certain amounts reported as earned or paid in this column for Messrs. Myers, Fernandez and Knocke and Ms. Johns were deferred into our NQDC Plan. |

  45. Director Compensation Table

    | (2) Amounts in this column represent the aggregate grant date fair value of 2,493 restricted stock units granted to each non-management director on November 12, 2025 for the 2026 fiscal year (the “2026 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, 2025, for a discussion of the assumptions used in determining the FASB ASC Topic 718 grant date fair value of these awards. |

  46. Director Compensation Table

    | Because the 2026 Director Awards were granted during 2025, they are reported in the “Stock Awards” column of the Director Compensation Table for 2025 rather than 2026 in accordance with SEC rules. The annual restricted stock unit awards for the 2025 fiscal year were granted on November 13, 2024 and were reported in the “Stock Awards” column of the Director Compensation Table for 2024 rather than 2025 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. |

  47. Director Compensation Table

    | The 2026 Director Awards will vest on December 1, 2026 (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, 2025, the 2026 Director Awards were the only outstanding equity awards held by our non-management directors. As noted above, Messrs. Fernandez, Hardy, Knocke, Kostelnik and Myers and Ms. Johns each deferred their 2026 Director Award. |

  48. 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 supplemental 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. |

  49. Components of Our Executive Compensation Program During 2025

    | | 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 financial and operational goals • Recognizes 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 | | Other | Perquisites | • Annual perquisite allowance of $15,000 • Limited personal use of company aircraft and home security for CEO • Relocation benefits • Reserved parking space • Limited benefits associated with executive team-building and strategy planning events | • Serves a business and convenience purpose for the Company; the Compensation Committee’s policy is to limit the number and value of perquisites provided to executive officers |

  50. Role of the Compensation Committee Consultant in Establishing Compensation

    Role of the Compensation Committee Consultant in Establishing Compensation As in prior years, the Compensation Committee engaged Meridian as the independent compensation consultant to the Compensation Committee for 2025 to provide advice relating to executive and non-employee director compensation matters. In determining 2025 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.

  51. Market Review

    Market Review We regularly compare our executive compensation program with market information regarding salary levels, target incentive awards and program design. The purpose of these analyses 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 and published compensation surveys, which cover our industry sector and labor market. As a component of setting 2025 compensation, the Compensation Committee reviewed a study of competitive target compensation opportunities to our named executive officers prepared by Meridian. The following companies comprised the 2025 compensation peer group reviewed and approved by the Compensation Committee:

  52. Market Review

    The 2025 compensation peer group is comprised of the same companies used in the 2024 compensation peer group. The 2025 compensation peer group is different than the 2025 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 “—2025 Executive Compensation Decisions—Long-Term Equity Incentive Target Value—Performance Share Unit Awards” for a further discussion of the 2025 Incentive Peer Group and the reasons for the differences from the 2025 compensation peer group.

  53. 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 2025 annual incentive cash compensation program commenced on October 1, 2024 and ended on September 30, 2025. In the fourth quarter of 2024, 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 2025. 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 enhancements to the annual cash incentive program for the 2025 year:

  54. Annual Incentive Cash Compensation

    | • | The Strategic & Individual metric applicable to our named executive officers (other than our Chief Executive Officer) was eliminated in order to harmonize weighting for all executive participants, so that the performance measure percentages applicable to all executive officers’ annual cash incentive bonus is as follows: Financial metric (60%); and Operational metric (40%); |

  55. Annual Incentive Cash Compensation

    | • | Thresholds and targets for the two components of the Financial metric, Available Free Cash Flow and AICP Adjusted EBITDA, were adjusted to align with the Company’s projections and forecasts for the 2025 year; and |

  56. Annual Incentive Cash Compensation

    | • | Targets for Operational metrics, such as process safety, perfect environmental days and reliability, were adjusted for certain of the Company’s business segments to incentivize improved performance. |

  57. Annual Incentive Cash Compensation

    The enhancements 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 broader market trends regarding metrics in annual cash incentive programs. The annual cash incentive compensation awards are subject to the performance measures set forth in the table below. However, the awards are subject to an overall 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. Despite any bonus hurdles or performance deemed earned for the year, the Compensation Committee will continue to retain full discretion to pay, not pay or modify all annual incentive cash compensation awards.

  58. 2025 Annual Incentive Award Opportunities at Minimum, Target and Maximum Payouts

    2025 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 2025, 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).

  59. 2025 Annual Incentive Award Opportunities at Minimum, Target and Maximum Payouts

    | | Award Opportunities (as a percentage of base salary) | | | | | | Name | Threshold | Target | Maximum | Financial Measures | Operational Measures | | Timothy Go | 50% | 150% | 300% | 60% | 40% | | Atanas H. Atanasov | 50% | 90% | 180% | 60% | 40% | | Eric L. Nitcher | 50% | 80% | 160% | 60% | 40% | | Valerie Pompa | 50% | 80% | 160% | 60% | 40% | | Steven C. Ledbetter | 50% | 75% | 150% | 60% | 40% |

  60. 2025 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 (2024) and ending with the third quarter of the following year (2025). 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.

  61. Performance Measures

    Performance Measures The 2025 annual incentive awards were subject to our achievement of specified levels of performance with respect to financial and operational performance measures for our named executive officers. The following table sets forth the various components for each measure.

  62. 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 aligns the financial interests of our executive officers with the interests of our stockholders | | Cumulative Performance vs. Target Thresholds | | | | Cumulative EBITDA performance of our five Business Segments (i.e., Refining, Renewables, Lubricants & Specialties, Midstream and Marketing) plus unallocated corporate expense vs. Cumulative Target for our five Business Segments | | Operational reflects key business objectives and drives our overall performance | | Refining, Renewables and Lubricants & Specialties Segments ESG (33%)(3) • Occupational / Process Safety(4) • Environmental(5) • Reduction of Greenhouse Gas Emissions(6) Reliability (33%)(7) • Non-Turnaround Operational Unavailability Operating Expense vs. Budget (33%)(8) | | | | Midstream Segment ESG (33%)(9) • Recordable Injury Rate • Lost Time Injury • Vehicle Incidents • Employee Based Environmental Releases • Reduction of Greenhouse Gas Emissions(6) Reliability (33%)(10) • Solomon Liquid Pipeline Availability Operating Expense vs. Budget (33%)(8) |

  63. 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. |

  64. 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. |

  65. Performance Measures

    | (3) The ESG metric is divided into three equally weighted measures. The payout is determined by a performance system (described below), where events for each site are measured and accrued on a quarterly basis and all four quarters of the performance period are aggregated and averaged by segment, segment results are then weighted according to their respective segment weighting and all segments are aggregated. Sites that meet the performance criteria in three quarters or more are eligible for performance multipliers ranging from 1.5 to 2.5. |

  66. Performance Measures

    | (4) For the Refining, Renewables and Lubricants & Specialties segments, the occupational safety metric is based on the number of employee and contractor recordables, with a quarterly target for each site of zero employee or contractor recordables. For the Refining, Renewables and Lubricants & Specialties segments, the process safety metric is |

  67. Performance Measures

    | based on the number of Tier 1 and Tier 2 process safety events, with a quarterly target for each site (other than the Cheyenne and the Artesia pre-treatment unit (“PTU”)) of zero Tier 1 and one Tier 2 event. The target for the Cheyenne and the Artesia PTU is zero Tier 1 events and zero Tier 2 events per quarter. Management has discretion to apply a negative adjustment to the overall annual site payouts as a result of a high severity event or incident rate. The occupational safety and process safety metrics are equally weighted, and, combined, represent one-third of the weighting of the ESG metric. For actual performance for the 2025 performance period, see the table below. |

  68. Performance Measures

    | (5) For the Refining, Renewables and Lubricants & Specialties segments, the environmental metric is based on the number of perfect environmental days, with performance measured quarterly at each refinery or facility, as applicable. Management has discretion to apply a negative adjustment to the overall annual site payouts as a result of a high severity event or incident rate. For actual performance for the 2025 performance period, see the table below. |

  69. Performance Measures

    | (6) 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 2024 calendar year versus target performance for the 2024 calendar year. For each of the Refining, Renewables, Lubricants & Specialties and Midstream segments, actual performance was 200.0%. |

  70. Performance Measures

    | (7) For the Refining, Renewables and Lubricants & Specialties segments, the reliability metric is based on the sum of the weighted average Non-Turnaround Operational Unavailability Quarterly Target, with performance measured quarterly at each refinery or facility, as applicable. Management has discretion to apply a negative adjustment to the overall annual site payouts as a result of a high severity event or incident rate. For actual performance for the 2025 performance period, see the table below. |

  71. Performance Measures

    | (8) Operating Expense includes all direct and controllable cash operating costs, which includes both operating costs and general and administrative (G&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 versus the budgeted cash operating expense for the Company. For the 2025 performance period, for each of the Refining, Renewables, Lubricants & Specialties and Midstream segments, actual performance was 125.2%, 200%, 190.9% and 200%, respectively. |

  72. Performance Measures

    | (9) For the Midstream segment, in addition to the Greenhouse Gas Emissions reduction measure described above in footnote 6, the ESG metric is further divided into the following four equally weighted measures: |

  73. Performance Measures

    | • | Recordable Injury Rate, which is based on the number of employees out of 100 that have been involved in a recordable event. Actual performance for 2025 was 250.0%. |

  74. Performance Measures

    | • | Lost Time Injury, which is based on the number of injuries causing an employee to miss work. Actual performance for 2025 was 100.0%. |

  75. 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 Midstream employees. Actual performance for 2025 was 154.7%. |

  76. 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. Actual performance for 2025 was 167.0%. |

  77. Performance Measures

    | (10) For the Midstream segment, the reliability metric is based on the weighted average Solomon Liquid Pipeline Availability. Actual performance for 2025 was 100.0%. |

  78. Financial Measures

    | Metric | Threshold (50%) | Target (100%) | Maximum (200%) | | Actual for 2025 | Percent of Target Bonus Achievement | | Financial Measures | | | | | | 172.2% | | EBITDA (in millions) | $1,059 | $1,527 | ≥ | $2,110 | $1,785.6 | 144.4% | | Available Free Cash Flow (in millions) | $1,390 | $1,590 | ≥ | $1,790 | $1,807.3 | 200% |

  79. Operational Measures

    | Name | Target Bonus (Percent of Salary) | Percentage of Target Bonus Earned | Actual Award Paid ($) | | Timothy Go | 150% | 151.8% | 2,668,968 | | Atanas H. Atanasov | 90% | 151.8% | 986,257 | | Eric L. Nitcher | 80% | 151.8% | 770,381 | | Valerie Pompa | 80% | 151.8% | 746,470 | | Steven C. Ledbetter | 75% | 151.8% | 609,975 |

  80. Operational Measures

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

  81. Operational Measures

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

  82. Operational Measures

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

  83. 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 2024 for the 2025 fiscal year are disclosed as 2024 compensation in the Summary Compensation Table and are not included in the 2025 Grants of Plan-Based Awards table included in this proxy statement; however, because these awards relate to the 2025 fiscal year, they are described in greater detail below. The long-term equity incentive awards granted in November 2025 for the 2026 fiscal year are discussed below under “—2026 Executive Compensation Decisions—Long-Term Equity Incentive Compensation for Named Executive Officers.”

  84. 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. The award is then converted into a number of shares by dividing the dollar amount by the closing price of our common stock on the grant date of the award. For the awards granted in November 2024 for the 2025 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 Mr. Nitcher were allocated 50% to performance share units and 50% to restricted stock units; and the awards to Mr. Ledbetter and Ms. Pompa were allocated 40% to performance share units and 60% 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. No such awards were granted in 2025. The following table sets forth:

  85. Long-Term Equity Incentive Target Value

    | • | the dollar value of the long-term equity incentive award granted for the 2025 fiscal year to each of the named executive officers; and |

  86. 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 2025 fiscal year to each of the named executive officers. |

  87. Long-Term Equity Incentive Target Value

    | Name | Target Grant Date 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 | $8,900,000 | 74,046 | 137,509 | | Atanas H. Atanasov | $2,550,000 | 30,309 | 30,309 | | Eric L. Nitcher | $1,650,000 | 19,611 | 19,611 | | Valerie Pompa | $1,500,000 | 21,393 | 14,262 | | Steven C. Ledbetter | $1,100,000 | 15,690 | 10,459 |

  88. Restricted Stock Unit Awards

    Restricted Stock Unit Awards The restricted stock unit awards granted to Messrs. Go, Atanasov, Ledbetter and Nitcher and Ms. Pompa in November 2024 for the 2025 fiscal year vest in three equal annual installments on December 1, 2025, 2026 and 2027 (or the first business day thereafter if the vesting date falls on a Saturday or Sunday), subject to their continued employment. For Messrs. Go, Atanasov, Ledbetter and Nitcher and Ms. Pompa, the first tranche of the restricted stock unit awards granted in November 2024 vested on December 1, 2025 and the remaining two tranches will vest on December 1, 2026 and 2027 (or the first business day thereafter if the vesting date falls on a Saturday or Sunday), subject to their continued employment. 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.

  89. Performance Share Unit Awards

    Performance Share Unit Awards The performance share unit awards granted to Messrs. Go, Atanasov, Ledbetter and Nitcher and Ms. Pompa in November 2024 for the 2025 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, 2027 relative to the 2025 “Incentive Peer Group.” For 2025 (and 2024 and 2023), the Incentive Peer Group consisted of the following companies:

  90. Performance Share Unit Awards

    | • | CVR Energy, Inc. |

  91. Performance Share Unit Awards

    | • | Delek US Holdings, Inc. |

  92. Performance Share Unit Awards

    | • | Marathon Petroleum Corporation |

  93. Performance Share Unit Awards

    | • | PBF Energy Inc. |

  94. Performance Share Unit Awards

    | • | Phillips 66 |

  95. Performance Share Unit Awards

    | • | Valero Energy Corporation |

  96. Performance Share Unit Awards

    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 2025 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 2024 for the 2025 fiscal year:

  97. Performance Share Unit Awards

    | • | “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. |

  98. Performance Share Unit Awards

    | • | “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, |

  99. Performance Share Unit Awards

    | 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 the Company’s overall performance relative to the overall performance of our Incentive Peer Group. |

  100. Performance Share Unit Performance Goals

    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:

  101. Performance Share Unit Performance Goals

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

  102. Performance Share Unit Performance Goals

    The named executive officer must be employed by us on December 1, 2027 (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.

  103. 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 the applicable outstanding award agreements under the LTIP, (ii) change in control severance agreements and (iii) the HF Sinclair Corporation Severance Pay Plan (the “Severance Pay Plan”). 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 entered into change in control severance agreements with each of our named executive officers. 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. In addition, the Compensation Committee adopted 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, 2025, the Severance Pay Plan applied to all of our named executive officers. The Severance Pay Plan and change in control severance agreements contain certain provisions that are intended to avoid duplication of benefits under such arrangements in the event of overlapping qualifying terminations. For additional information regarding change in control and severance benefits, see “Executive Compensation—Potential Payments Upon Termination or Change in Control.”

  104. 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 award agreements 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.

  105. Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information

    Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information We do not currently grant stock options or option-like equity awards to our employees or directors; therefore, we do not currently have a formal practice or policy with respect to the grant of stock options or option-like awards. During 2025, we did not time the disclosure of material nonpublic information to affect the value of other types of executive compensation awards granted to any service provider.

  106. Annual Cash Incentive Compensation for Named Executive Officers

    Annual Cash Incentive Compensation for Named Executive Officers In the fourth quarter of 2025, 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 2026. The Compensation Committee made the following enhancements to the annual incentive cash compensation program design for 2026:

  107. Annual Cash Incentive Compensation for Named Executive Officers

    | • | Thresholds and targets for the two components of the Financial metric, Available Free Cash Flow and AICP Adjusted EBITDA, were adjusted to align with the Company’s projections and forecasts for the 2026 year. |

  108. Annual Cash Incentive Compensation for Named Executive Officers

    | • | The ESG component of the Operational metric was rebalanced to place greater emphasis on operational and process safety measures, reflecting the Company’s continued focus on the safety of its employees and contractors and preventing process safety events. |

  109. Annual Cash Incentive Compensation for Named Executive Officers

    | • | Targets for Operational metrics, such as process safety, perfect environmental days and reliability, were updated for certain of the Company’s business segments to further incentivize improved performance. |

  110. Annual Cash Incentive Compensation for Named Executive Officers

    | • | The Operational metrics for the Midstream segment were revised to align them with the metrics used in the Company’s other business segments. |

  111. 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 design for 2026 for the named executive officers. The 2026 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 (defined the same as within the 2025 program) for the 2026 fiscal year. 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.

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

    Long-Term Equity Incentive Compensation for Named Executive Officers In November 2025, the Compensation Committee approved grants of restricted stock units with time-based vesting conditions and performance share units to our named executive officers for the 2026 fiscal year. Pursuant to SEC rules, the long-term equity incentive awards granted in November 2025 for the 2026 fiscal year are disclosed as 2025 compensation in the Summary Compensation Table and are reported in the 2025 Grants of Plan-Based Awards table included in this proxy statement. These awards are described in greater detail below. The following table sets forth:

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

    | • | the dollar value of the long-term equity incentive award granted in 2025 for the 2026 fiscal year to each of the named executive officers; and |

  114. 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 2026 fiscal year to each of the named executive officers. |

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

    | Name | Target 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 | $10,000,000 | 63,615 | 118,139 | | Atanas H. Atanasov | $2,650,000 | 24,084 | 24,084 | | Eric L. Nitcher | $1,750,000 | 15,906 | 15,906 | | Valerie Pompa | $1,600,000 | 17,451 | 11,633 | | Steven C. Ledbetter | $1,300,000 | 14,178 | 9,452 |

  116. Restricted Stock Unit Awards

    Restricted Stock Unit Awards In November 2025, the Compensation Committee approved grants of restricted stock units with time-based vesting conditions to our named executive officers for the 2026 fiscal year. The restricted stock units awarded in November 2025 for the 2026 fiscal year will vest in three equal installments on December 1, 2026, 2027 and 2028 (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.

  117. Performance Share Unit Awards

    Performance Share Unit Awards In November 2025, the Compensation Committee granted performance share unit awards to our named executive officers for the 2026 fiscal year. The Compensation Committee determined that performance metrics for the November 2025 grants would consist of return on capital employed and total shareholder return during the performance period as measured against that of the 2026 Incentive Peer Group. The 2026 Incentive Peer Group consists of:

  118. Performance Share Unit Awards

    | • | CVR Energy Inc. |

  119. Performance Share Unit Awards

    | • | Delek US Holdings, Inc. |

  120. Performance Share Unit Awards

    | • | Marathon Petroleum Corporation |

  121. Performance Share Unit Awards

    | • | PBF Energy Inc. |

  122. Performance Share Unit Awards

    | • | Phillips 66 |

  123. Performance Share Unit Awards

    | • | Valero Energy Corporation |

  124. Performance Share Unit Awards

    The performance period for these performance share unit awards runs from October 1, 2025 through September 30, 2028. 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 2025 for the 2026 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 2024 for the 2025 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 2024 for the 2025 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 2024 for the 2025 fiscal year. The named executive officer must be employed by us on December 1, 2028 (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.

  125. 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.

  126. Summary Compensation Table

    | Name and Principal Position in 2025(1) | Year | Salary(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 | 2025 | $1,204,615 | $9,977,382 | $2,668,968 | — | $427,588 | $14,278,553 | | Former Chief Executive Officer | 2024 | $1,108,461 | $9,050,519 | $2,225,207 | — | $369,870 | $12,754,057 | | and President | 2023 | $1,030,000 | $12,336,306 | $1,810,658 | $34,289 | $316,565 | $15,527,818 | | Atanas H. Atanasov | 2025 | $742,846 | $2,645,582 | $986,257 | — | $171,973 | $4,546,658 | | Former Executive Vice President | 2024 | $680,192 | $2,583,351 | $799,747 | — | $152,953 | $4,216,243 | | and Chief Financial Officer | 2023 | $600,000 | $2,482,877 | $793,612 | $384 | $224,278 | $4,101,151 | | Eric L. Nitcher | 2025 | $641,846 | $1,747,215 | $770,381 | — | $84,656 | $3,244,098 | | Executive Vice President, | 2024 | $274,231 | $2,446,644 | $137,208 | — | $111,748 | $2,969,831 | | General Counsel | | | | | | | | | Valerie Pompa | 2025 | $630,731 | $1,597,946 | $746,470 | — | $142,844 | $3,117,991 | | Executive Vice President, | 2024 | $579,423 | $1,515,614 | $602,322 | — | $105,038 | $2,802,397 | | Operations | 2023 | $500,000 | $1,306,629 | $550,689 | — | $107,480 | $2,464,798 | | Steven C. Ledbetter | 2025 | $541,615 | $1,298,307 | $609,975 | — | $125,199 | $2,575,096 | | Executive Vice President, | 2024 | $529,039 | $1,111,531 | $527,489 | — | $115,123 | $2,283,182 | | Commercial | 2023 | $376,923 | $1,445,277 | $253,171 | — | $195,730 | $2,271,101 |

  127. Summary Compensation Table

    | (1) As previously announced, on February 17, 2026, Mr. Go requested to take a voluntary leave of absence from his duties as Chief Executive Officer and President of the Company, and on February 24, 2026, Mr. Atanasov requested to take a voluntary leave of absence from his duties as Executive Vice President, Chief Financial Officer of the Company. Mr. Go and Mr. Atanasov remain on leave as of the date of this proxy statement. |

  128. Summary Compensation Table

    | (2) Represents base salary actually paid during the respective fiscal year. The reported salary amounts in any year may differ from the annual base salary amount reported due to the timing of payroll periods, the effective date of a change in base salary or may reflect partial year payments for years in which NEOs were not employed during the entirety of that year. |

  129. Summary Compensation Table

    | (3) Represents the aggregate grant date fair value of annual 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, 2025 for a discussion of the assumptions used in determining the FASB ASC Topic 718 grant date fair value of these awards. |

  130. 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 2023 for the 2024 fiscal year are reported in the “Stock Awards” column of the Summary Compensation Table for 2023, long-term equity incentive awards granted in November 2024 for the 2025 fiscal year are reported in the “Stock Awards” column of the Summary Compensation Table for 2024, and long-term equity incentive awards granted in November 2025 for the 2026 fiscal year are reported in the “Stock Awards” column of the Summary Compensation Table for 2025, in each case, in accordance with SEC rules. |

  131. Summary Compensation Table

    | 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. |

  132. Summary Compensation Table

    | 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. |

  133. Summary Compensation Table

    | For Mr. Nitcher, the amount shown in the “Stock Awards” column for 2024 also includes a grant of 16,308 restricted stock units on the date of his appointment as Executive Vice President, General Counsel. |

  134. Summary Compensation Table

    | The performance share units awarded in November 2025 to the named executive officers 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 2025, in accordance with SEC rules and FASB ASC Topic 718, we have assumed an aggregate settlement of 99.65%, which includes a settlement of 49.65% 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 |

  135. Summary Compensation Table

    | to 149.65% for the November 2025 awards), the grant date fair value of the performance share unit awards would be as follows: Mr. Go, $9,727,261; Mr. Atanasov, $1,983,031; Mr. Nitcher, $1,309,641; Ms. Pompa, $957,843; and Mr. Ledbetter, $778,258. |

  136. Summary Compensation Table

    | For additional information regarding the awards granted in 2025, see “Compensation Discussion and Analysis—2026 Executive Compensation Decisions,” “—2025 Grants of Plan-Based Awards,” and “—Outstanding Equity Awards at Fiscal Year End.” |

  137. Summary Compensation Table

    | (4) For 2025, represents payments made pursuant to the annual incentive cash compensation program with respect to the financial and operational measures, as applicable. The 2025 awards are described in more detail in “Compensation Discussion and Analysis—2025 Executive Compensation Decisions—Annual Incentive Cash Compensation.” |

  138. 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 61. None of the named executive officers received earnings that were above-market with respect to the 2025 calendar year. |

  139. Summary Compensation Table

    | (6) For 2025, includes compensation as described under “All Other Compensation” below. |

  140. 2025 Grants of Plan-Based Awards

    2025 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 2025. Certain equity awards reported below were granted in November 2025 for the 2026 fiscal year and are reported in this table as 2025 compensation in accordance with SEC rules. These awards are described in greater detail above under “Compensation Discussion and Analysis—2026 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 2024 for the 2025 fiscal year were previously reported as 2024 compensation in the Grants of Plan-Based Awards table contained in our proxy statement filed with the SEC on April 1, 2025. 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”).

  141. 2025 Grants of Plan-Based Awards

    | | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards(4) | | Name | Type | | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | Timothy Go | AICP | | $879,231 | $1,758,462 | $3,516,924 | | | | | | | | RSU | 11/11/25 | | | | | | | 63,615 | $3,500,097 | | | PUA | 11/11/25 | | | | 59,070 | 118,139 | 236,278 | | $6,477,285 | | Atanas H. Atanasov | AICP | | $324,900 | $649,800 | $1,299,600 | | | | | | | | RSU | 11/11/25 | | | | | | | 24,084 | $1,325,102 | | | PUA | 11/11/25 | | | | 12,042 | 24,084 | 48,168 | | $1,320,480 | | Eric L. Nitcher | AICP | | $253,785 | $507,569 | $1,015,138 | | | | | | | | RSU | 11/11/25 | | | | | | | 15,906 | $875,148 | | | PUA | 11/11/25 | | | | 7,953 | 15,906 | 31,812 | | $872,067 | | Valerie Pompa | AICP | | $245,908 | $491,815 | $983,630 | | | | | | | | RSU | 11/11/25 | | | | | | | 17,451 | $960,154 | | | PUA | 11/11/25 | | | | 5,817 | 11,633 | 23,266 | | $637,792 | | Steven C. Ledbetter | AICP | | $200,943 | $401,885 | $803,770 | | | | | | | | RSU | 11/11/25 | | | | | | | 14,178 | $780,074 | | | PUA | 11/11/25 | | | | 4,726 | 9,452 | 18,904 | | $518,233 |

  142. 2025 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 and operational 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 attained with respect to the financial and operational measures, as applicable, under the annual incentive cash compensation program, then 0% of the named executive officer’s target award opportunity will be earned. |

  143. 2025 Grants of Plan-Based Awards

    | The performance targets and target awards are described under “Compensation Discussion and Analysis—2025 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 2025. |

  144. 2025 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. |

  145. 2025 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—2026 Executive Compensation Decisions—Long-Term Equity Incentive Compensation for Named Executive Officers.” |

  146. 2025 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—2026 Executive Compensation Decisions—Long-Term Equity Incentive Compensation for Named Executive Officers.” |

  147. 2025 Grants of Plan-Based Awards

    | (4) Represents the grant date fair value of the restricted stock unit and performance share unit awards to our named executive officers. 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 November 11, 2025 was $55.02. With respect to the performance share units, amounts reflect an aggregate probable settlement percentage of 99.65% for the November 2025 grants. |

  148. 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, 2025, including awards that were granted prior to 2025. All awards were granted pursuant to our LTIP. The value of our awards was calculated based on a price of $46.08 per share, the closing price of our common stock on December 31, 2025 (the last trading day of 2025). 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.”

  149. 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 | 129,880 | $5,984,870 | | | | | PUA | | | 699,616 | $32,238,305 | | Atanas H. Atanasov | RSU | 51,518 | $2,373,949 | | | | | PUA | | | 152,154 | $7,011,256 | | Eric L. Nitcher | RSU | 34,416 | $1,585,889 | | | | | PUA | | | 71,034 | $3,273,247 | | Valerie Pompa | RSU | 36,327 | $1,673,948 | | | | | PUA | | | 70,244 | $3,236,844 | | Steven C. Ledbetter | RSU | 28,329 | $1,305,400 | | | | | PUA | | | 54,586 | $2,515,323 |

  150. 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): |

  151. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2023 to Mr. Go (16,901), Mr. Atanasov (7,228), Ms. Pompa (4,614) and Mr. Ledbetter (3,691), which vest on December 1, 2026, subject to the executive’s continued employment with the Company on such vesting date; |

  152. Outstanding Equity Awards at Fiscal Year End

    | • | in July 2024 to Mr. Nitcher (5,436), which vests on December 1, 2026, subject to Mr. Nitcher’s continued employment with the Company on such vesting date; and |

  153. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2024 to Mr. Go (49,364), Mr. Atanasov (20,206), Mr. Nitcher (13,074), Ms. Pompa (14,262) and Mr. Ledbetter (10,460), of which one-half vests on December 1, 2026 and the remaining one-half vests on December 1, 2027 (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; and |

  154. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2025 to Mr. Go (63,615), Mr. Atanasov (24,084), Mr. Nitcher (15,906), Ms. Pompa (17,451) and Mr. Ledbetter (14,178), of which one-third vests on December 1, 2026, one-third vests on December 1, 2027 and the remaining one-third vests on December 1, 2028 (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. |

  155. 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 2025 year): |

  156. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2023 to Mr. Go (94,160), Mr. Atanasov (21,684), 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); |

  157. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2024 to Mr. Go (137,509), Mr. Atanasov (30,309), Mr. Nitcher (19,611), Ms. Pompa (14,262) and Mr. Ledbetter (10,459), with a performance period that ends on September 30, 2027 and a service period that ends on December 1, 2027 (or the first business day thereafter if such date is a Saturday or a Sunday); and |

  158. Outstanding Equity Awards at Fiscal Year End

    | • | in November 2025 to Mr. Go (118,139), Mr. Atanasov (24,084), Mr. Nitcher (15,906), Ms. Pompa (11,633) and Mr. Ledbetter (9,452), with a performance period that ends on September 30, 2028 and a service period that ends on December 1, 2028 (or the first business day thereafter if such date is a Saturday or a Sunday). |

  159. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information about the vesting in 2025 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.

  160. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized Upon Vesting | | Timothy Go(1) | 104,555 | $5,543,506 | | Atanas H. Atanasov(1) | 30,636 | $1,624,321 | | Eric L. Nitcher | 11,973 | $634,808 | | Valerie Pompa(1) | 18,131 | $961,306 | | Steven C. Ledbetter | 11,677 | $619,115 |

  161. 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 2022 had been met (based on a performance percentage of 50%): |

  162. Option Exercises and Stock Vested

    | Name | Target Performance Share Units Granted (a) | Actual Number of Shares of Common Stock Earned (b) | | Timothy Go | 75,566 | 37,783 | | Atanas H. Atanasov | 15,966 | 7,983 | | Valerie Pompa | 6,386 | 3,193 |

  163. 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 supplemental executive retirement plan.

  164. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation In 2025, all of the named executive officers 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 2025, 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 2025, the annual deferral contribution limit under the 401(k) Plan was $23,500, and the annual compensation limit was $350,000. 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 2025, 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:

  165. Nonqualified Deferred Compensation

    | Years of Service | Retirement Contribution (as percentage of eligible compensation) | | Less than 5 years | 3.00% | | 5 to 10 years | 4.00% | | 10 to 15 years | 5.25% | | 15 to 20 years | 6.50% | | 20 years and over | 8.00% |

  166. 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 2025, 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:

  167. Nonqualified Deferred Compensation

    | • | the 401(k) Plan offers the T Rowe Price Retirement Date 2065 Fund, Principal Stable Value Z Fund, Principal Self-Directed Brokerage Account and stock of HF Sinclair; and |

  168. Nonqualified Deferred Compensation

    | • | the NQDC Plan instead offers the Vanguard Federal Money Market Investor Fund. |

  169. Nonqualified Deferred Compensation

    The following table lists the investment options for the NQDC Plan in 2025 with the annual rate of return for each fund:

  170. Nonqualified Deferred Compensation

    | Investment Funds | Rate of Return | | Harbor Capital Appreciation Inst Fund | 13.95% | | Harbor SmallCap Growth Retirement Fund | 11.47% | | JOHCM Emerging Markets Opportunities Institutional Fund | 36.37% | | JP Morgan Mid Cap Growth R6 Fund | 8.78% | | MFS International Equity R6 Fund | 23.23% | | MFS Mid Cap Value R4 Fund | 6.35% | | PIMCO RAE US Small Institutional Fund | 6.29% | | PIMCO Total Return Instl Fund | 9.33% | | Principal LargeCap S&P 500 Index Inst Fund | 17.74% | | Principal MidCap S&P 400 Index Inst Fund | 7.22% | | Principal SmallCap R6 Fund | 15.19% | | Principal SmallCap S&P 600 Index Inst Fund | 5.91% | | T. Rowe Price Retirement 2005 Fund | 11.34% | | T. Rowe Price Retirement 2010 Fund | 11.75% | | T. Rowe Price Retirement 2015 Fund | 12.13% | | T. Rowe Price Retirement 2020 Fund | 12.53% | | T. Rowe Price Retirement 2025 Fund | 12.98% | | T. Rowe Price Retirement 2030 Fund | 14.38% | | T. Rowe Price Retirement 2035 Fund | 16.10% | | T. Rowe Price Retirement 2040 Fund | 17.46% | | T. Rowe Price Retirement 2045 Fund | 18.51% |

  171. Nonqualified Deferred Compensation

    | Investment Funds | Rate of Return | | T. Rowe Price Retirement 2050 Fund | 18.81% | | T. Rowe Price Retirement 2055 Fund | 18.94% | | T. Rowe Price Retirement 2060 Fund | 18.97% | | Vanguard Equity-Income Adm. Fund | 17.22% | | Vanguard Federal Money Market Investor Fund | 4.22% | | Vanguard Total Bond Market Index Institutional Fund | 7.17% | | Vanguard Total International Stock Index Institutional Fund | 32.23% |

  172. 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.

  173. 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 2025.

  174. Nonqualified Deferred Compensation Table

    | Name | Plan Name | Executive Contributions in 2025(1) | Company Contributions in 2025(2) | Aggregate Earnings in 2025 | Aggregate Withdrawals/ Distributions in 2025 | Aggregate Balance at December 31, 2025(3) | | Timothy Go | NQDC Plan | $1,005,862 | $351,435 | $502,537 | — | $4,886,684 | | Atanas H. Atanasov | NQDC Plan | $103,395 | $123,593 | $18,510 | — | $648,817 | | Eric L. Nitcher | NQDC Plan | — | $31,784 | $544 | — | $34,173 | | Valerie Pompa | NQDC Plan | $37,324 | $81,915 | $139,283 | — | $1,177,374 | | Steven C. Ledbetter | NQDC Plan | $68,957 | $71,935 | $31,190 | — | $299,908 |

  175. 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 2025. |

  176. Nonqualified Deferred Compensation Table

    | (2) These amounts are included in the Summary Compensation Table for 2025 in the “All Other Compensation” column for the named executive officers. |

  177. Nonqualified Deferred Compensation Table

    | (3) The aggregate balance for each named executive officer reflects the cumulative value, as of December 31, 2025, 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 and above-market or preferential earnings, if any, for each named executive officer in the Summary Compensation Table in the following aggregate amounts: |

  178. Nonqualified Deferred Compensation Table

    | Name | 2025 | Years Prior to 2025 | | Timothy Go | $1,357,297 | $2,688,173 | | Atanas H. Atanasov | $226,988 | $388,456 | | Eric L. Nitcher | $31,784 | $1,850 | | Valerie Pompa | $119,239 | $493,098 | | Steven C. Ledbetter | $140,892 | $126,680 |

  179. 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.

  180. 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 for fiscal year 2025. We used the same median employee identified in 2024 for the pay ratio calculation for 2025. There has been no change in our employee population or employee compensation that we reasonably believe would result in a significant change in the pay ratio disclosure. To determine the annual total compensation of our median employee, we examined the taxable wages for all U.S. and Canadian employees, whether employed on a full-time, part-time, temporary or seasonal basis, who were employed by us on December 20, 2024. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for 5% or less of the company’s total number of employees. Given the geographical distribution of our employee population, we applied this de minimis exemption when identifying the median employee by excluding certain employees located in Germany (5), the Netherlands (196) and the U.K. (7). 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 2025. 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 2025 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:

  181. CEO Pay Ratio

    | Name | Year | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Median Employee | 2025 | $131,964 | — | $22,039 | $19,913 | $173,916 |

  182. CEO Pay Ratio

    For 2025, Mr. Go had a total annual compensation of $14,278,553, as reflected in the Summary Compensation Table. Our 2025 ratio of Chief Executive Officer total compensation to the median employee’s total compensation is 82:1. 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.

  183. 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, 2025, 2024, 2023, 2022 and 2021. 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.

  184. Pay Versus Performance

    | | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(6) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2)(6) | Value of Initial Fixed $100 Investment Based On (3) : | | Net Income (Loss) ($MM) | AICP Adjusted EBITDA (5) ($MM) | | Year | | | | | TSR | Peer Group TSR (4) | | | | 2025 | $14,278,553 | $19,225,273 | $3,370,961 | $4,664,767 | $209 | $330 | $579 | $2,317 | | 2024 | $12,754,057 | 4,951,769 | $3,067,913 | $2,065,369 | $81 | $173 | $177 | $1,201 | | 2023 | $15,527,818 | $18,637,692 | $2,983,412 | $3,263,012 | $123 | $188 | $1,590 | $3,328 | | | $24,222,167 | $1,679,819 | — | — | — | — | — | — | | 2022 | $13,801,052 | $21,827,612 | $4,070,992 | $3,306,530 | $111 | $154 | $2,923 | $4,750 | | 2021 | $11,473,664 | $13,119,540 | $3,330,663 | $4,043,753 | $69 | $88 | $558 | $1,023 |

  185. Pay Versus Performance

    | (1) The Summary Compensation Table Total for Principal Executive Officer (“PEO”) and Compensation Actually Paid to PEO include the following PEOs for each year shown: |

  186. Pay Versus Performance

    | • | 2025 and 2024: Timothy Go . |

  187. Pay Versus Performance

    | • | 2023: Mr. Go (top row), who was promoted to the position of Chief Executive Officer and President, effective May 9, 2023, and Michael C. Jennings , who transitioned to the position of Executive Vice President, Corporate, from May 9, 2023 until his retirement from the Company on November 9, 2023. |

  188. Pay Versus Performance

    | • | 2022 and 2021: Mr. Jennings . |

  189. Pay Versus Performance

    | (2) The non-PEO NEOs are as follows: |

  190. Pay Versus Performance

    | • | 2025: Atanas H. Atanasov, Eric L. Nitcher, Valerie Pompa and Steven C. Ledbetter. |

  191. Pay Versus Performance

    | • | 2024: Mr. Atanasov, Mr. Nitcher, Ms. Pompa and Mr. Ledbetter. |

  192. Pay Versus Performance

    | • | 2023: Mr. Atanasov, Vaishali S. Bhatia (former Executive Vice President, General Counsel and Secretary), Ms. Pompa and Mr. Ledbetter. |

  193. Pay Versus Performance

    | • | 2022: Mr. Atanasov, Mr. Go, Ms. Bhatia, Richard L. Voliva III (former Executive Vice President and Chief Financial Officer) and Thomas G. Creery (former President, Renewables). |

  194. Pay Versus Performance

    | • | 2021: Mr. Voliva III, Mr. Go, Mr. Creery and Ms. Bhatia. |

  195. Pay Versus Performance

    | (3) Cumulative TSR is measured as of a base period of December 31, 2020 and determined based on the value of an initial fixed investment of $100. |

  196. Pay Versus Performance

    | (4) 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 each year reflected within this table. |

  197. Pay Versus Performance

    | (5) 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. |

  198. 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 2025, 2024, 2023, 2022 and 2021 annual incentive awards because the AICP Adjusted EBITDA disclosed in the table is calculated based on the fiscal year ended December 31, 2025, 2024, 2023, 2022 and 2021 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 named executive officers 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 named executive officers received for the periods presented. See “— 2025 Executive Compensation Decisions ” for further discussion of the Company’s annual incentive cash compensation program and the 2025 performance period AICP Adjusted EBITDA used in the calculation of the 2025 annual incentive cash awards and see the similar discussions of previous year annual incentive cash compensation programs within the Company’s 2025, 2024, 2023 and 2022 proxy statements with respect to the AICP Adjusted EBITDA values used in the calculation of the 2024, 2023, 2022 and 2021 annual incentive cash awards, respectively. |

  199. Pay Versus Performance

    | (6) 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 do not sponsor or maintain any defined benefit pension plans and therefore, no deduction was made related to pension value for any year. |

  200. 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 | | 2025 | PEO(1) | $14,278,553 | $(9,977,382) | $8,793,436 | $3,591,602 | $— | $1,820,415 | $(252,775) | $971,423 | $19,225,273 | | 2024 | PEO(1) | $12,754,057 | $(9,050,519) | $7,018,977 | $(5,914,894) | $— | $(593,549) | $— | $737,698 | $4,951,769 | | 2023 | PEO(1) | $15,527,818 | $(12,336,306) | $13,100,837 | $(333,343) | $862,702 | $1,302,092 | $— | $513,891 | $18,637,692 | | | PEO(2) | $24,222,167 | $(20,838,893) | $8,038,145 | $— | $12,204,943 | $— | $(22,776,056) | $829,513 | $1,679,819 | | 2022 | PEO(2) | $13,801,052 | $(9,180,707) | $6,949,710 | $4,004,966 | $— | $5,648,888 | $— | $603,703 | $21,827,612 | | 2021 | PEO(2) | $11,473,664 | $(7,357,061) | $7,002,781 | $1,542,308 | $— | $351,859 | $— | $105,990 | $13,119,540 | | 2025 | NEO | $3,370,961 | $(1,822,263) | $1,582,686 | $611,933 | $— | $322,798 | $(18,692) | $617,343 | $4,664,767 | | 2024 | NEO | $3,067,913 | $(1,914,285) | $1,505,563 | $(646,551) | $56,494 | $(97,800) | $— | $94,035 | $2,065,369 | | 2023 | NEO | $2,983,412 | $(1,718,155) | $1,733,218 | $(64,966) | $37,440 | $206,301 | $— | $85,762 | $3,263,012 | | 2022 | NEO | $4,070,992 | $(2,293,733) | $1,192,202 | $540,485 | $767,495 | $347,867 | $(1,427,256) | $108,477 | $3,306,530 | | 2021 | NEO | $3,330,663 | $(1,692,456) | $1,616,040 | $460,200 | $— | $275,735 | $— | $53,572 | $4,043,753 |

  201. Pay Versus Performance

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

  202. Pay Versus Performance

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

  203. 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 named executive officers and the Company’s performance, consistent with our compensation philosophy as described above in “ Compensation Discussion and Analysis .” Specifically, a large portion of the named executive officers’ compensation is tied to TSR, and as such, the PEO and non-PEO NEO CAP each year 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 five 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.