DEF 14A of Par Pacific Holdings, Inc., Mar 18, 2024

DEF 14A of Par Pacific Holdings, Inc.

Filed Mar 18, 2024 · FY20230001437749-24-008222

Open on EDGAR

  1. Election of Directors

    Election of Directors At the meeting, twelve directors are to be elected. Each director is to hold office until the next annual meeting of stockholders or until his or her successor is elected and qualified. The Nominating and Corporate Governance Committee, which consists solely of directors that are independent as defined in the listing standards of the New York Stock Exchange (“NYSE”), recommended the twelve directors to our Board of Directors. Based on that recommendation, the Board nominated such directors for election at the meeting. The nominees have consented to be nominated and have expressed their intention to serve if elected. We believe that the nominees possess the professional and personal qualifications necessary for board service and have highlighted particularly noteworthy attributes for each nominee in the individual biographies below. We have no reason to believe that any of the nominees will be unable to serve if elected to office and, to our knowledge, the nominees intend to serve the entire term for which election is sought. Only the nominees or substitute nominees designated by the Board will be eligible to stand for election as directors at the meeting. Current director Walter Dods has elected not to stand for re-election as a director and his term will expire at the meeting.

  2. Nominees

    Nominees Certain information regarding the nominees is set forth below:

  3. Nominees

    | Name | Age | Position | Director Since |

  4. Nominees

    | Robert Silberman (1) | 66 | Chairman of the Board | 2014 | | Melvyn Klein (1)(4) | 81 | Chairman Emeritus of the Board | 2014 | | Curtis Anastasio (2) | 67 | Director | 2014 | | Anthony Chase (3)(4) | 69 | Director | 2021 | | Timothy Clossey (5) | 65 | Director | 2014 | | Philip Davidson (4)(5) | 64 | Director | 2021 | | Katherine Hatcher (2)(3) | 55 | Director | 2019 | | Patricia Martinez (2)(5) | 49 | Director | 2023 | | William Monteleone (5) | 40 | Director and President | 2012 | | William Pate (1) | 60 | Director and Chief Executive Officer | 2014 | | Eric Yeaman | 56 | Director | N/A | | Aaron Zell (2) | 28 | Director | 2023 |

  5. Nominees

    | (1) Member, Executive Committee of our Board of Directors. |

  6. Nominees

    | (2) Member, Audit Committee of our Board of Directors. |

  7. Nominees

    | (3) Member, Compensation Committee of our Board of Directors. |

  8. Nominees

    | (4) Member, Nominating and Corporate Governance Committee of our Board of Directors. |

  9. Nominees

    | (5) Member, Operations and Technology Committee of our Board of Directors. |

  10. Nominees

    | | Robert Silberman | | | has served as the Chairman of our Board of Directors since January 2019 and has served as a member of our Board of Directors since August 2014. |

  11. Nominees

    Mr. Silberman previously served as Vice Chairman of our Board of Directors. Mr. Silberman has been Executive Chairman of the Board of Directors of Strategic Education, Inc. since May 2013, Chairman of its Board from February 2003 to May 2013 and its Chief Executive Officer from March 2001 until May 2013. Strategic Education, Inc. is an education services company, and is a leading provider of graduate and undergraduate degree programs focusing on working adults. Mr. Silberman has been a managing director of Equity Group Investments (“EGI”) since March 2014 and has held certain other relationships with affiliates of EGI. Mr. Silberman previously served as the lead director of Covanta Holding Corporation, a publicly held international owner/operator of energy-from-waste and power generation facilities, from 2015 to 2020. Previously Mr. Silberman served as President and Chief Operating Officer of CalEnergy Company, Inc., an independent energy producer and wholly-owned subsidiary of Berkshire Hathaway Inc. Mr. Silberman was appointed by President George H. W. Bush as the U.S. Assistant Secretary of the Army and is a member of the Council on Foreign Relations. Mr. Silberman holds a Bachelor of Arts degree from Dartmouth College and a master's degree from The Johns Hopkins University School of Advanced International Studies. Mr. Silberman's positions as a current executive chairman and formerly as a long-tenured chief executive officer and board member of public companies, coupled with his financial background and experience investing in and growing energy and project development businesses, as well as his experience in the public sector, combine to provide valuable insight and perspective to both the Board and management.

  12. Nominees

    | | Melvyn Klein | | | has served as the Chairman Emeritus of our Board of Directors since January 2019. He was previously the Chairman of the Board since June 2014. |

  13. Nominees

    Mr. Klein is a private investor and the founder of Melvyn N. Klein Interests and the President of JAKK Holding Corp. and was the managing general partner of the investment partnership GKH Partners, L.P. from 1987 until 2008. Mr. Klein was a member of the Board of Directors of Anixter International, Inc., a New York Stock Exchange listed company, which was acquired in 2020. Mr. Klein has been an attorney and counselor-at-law since 1968, and he is currently a member of the State Bar of Texas. Earlier in his career, he was a McKinsey & Company consultant and a senior officer of Donaldson, Lufkin and Jenrette, Inc. Mr. Klein has been the President and CEO of two American Stock Exchange listed companies: Altamil Corporation and Eskey, Inc. Additionally, Mr. Klein was the controlling shareholder, co-founder, or a significant partner in a number of companies in several fields, including, among others, American Medical International, Inc. (subsequently merged to create Tenet Healthcare), UGHC/Arcus (subsequently sold to Koch Industries, Inc.-Flint Hills Resources, LP. and the balance merged with Iron Mountain), Savoy Pictures Entertainment, Inc. (subsequently merged with IAC Interactive), Hanover Compressor Company (subsequently merged to create Exterran Holdings Corp., which, in turn, has become Archrock, Inc. and Enerflex Ltd.), Cockrell Oil & Gas, L.P. (assets subsequently sold to UNOCAL), and Santa Fe Energy Resources, Inc. (subsequently merged in part with Chevron and in part with Devon Energy). Mr. Klein was appointed by President Reagan to the Executive Committee of the President’s Private Sector Survey on Cost Control in the Federal Government (Grace Commission) and by President Clinton to the U.S. State Department’s Advisory Committee on International Economic Policy. Mr. Klein received a Doctor of Jurisprudence degree from Columbia University and a Bachelor of Arts degree with Highest Honors in Economics from Colgate University. He also studied at the London School of Economics and Political Science and completed the coursework for a master’s degree at The Johns Hopkins University School of Advanced International Studies. Mr. Klein is a member and a board member of the Horatio Alger Association of Distinguished Americans, Inc. and the Former Chairman of the Board of Visitors of the M.D. Anderson Cancer Center and a continuing officer and member of the Executive Committee; in 2020, Mr. Klein was named a Life Member of the board. Mr. Klein is also a member of the Philosophical Society of Texas. Mr. Klein brings to the Board leadership and extensive public company board experience (Anixter International, Inc., Altamil Corporation, American Medical International, Inc., Hanover Compressor Company, Santa Fe Energy Resources, Inc., Devon Energy Corporation, Playboy Enterprises, Inc., Levitz Furniture Corp, Bush Universal, Inc., and others), which contribute to his familiarity with current issues and assists in his identifying and addressing appropriate corporate governance practices for us. Mr. Klein’s experience and accomplishments in building businesses, including a number of industry-leading companies, is of benefit to Par Pacific. Mr. Klein's experience in senior positions within the public sector also adds to the Board's depth and perspective.

  14. Nominees

    | | Curtis Anastasio | | | has served as a member of our Board of Directors since June 2014. |

  15. Nominees

    Mr. Anastasio served as the Vice Chairman of our Board of Directors from September 2014 to April 2015. He served as the Chairman of GasLog Partners LP, an international owner, operator and manager of liquefied natural gas (LNG) carriers until the company was taken private in July of 2023. Appointed Executive Chairman in February 2014, Mr. Anastasio led the successful initial public offering of GasLog Partners LP in May 2014. Mr. Anastasio also serves as a founding director and current Audit Committee Chairman of The Chemours Company, a global leader in titanium technologies, fluoroproducts and chemical solutions which was spun off from DuPont effective July 1, 2015. In June of 2023, Mr. Anastasio was elected to the Board of Directors of Core Laboratories (NYSE: CLB), a leading, global provider of proprietary and patented reservoir description and production enhancement services and products. From January 2014 through December 2019, Mr. Anastasio was also a member of the Board of Directors of the Federal Reserve Bank - Dallas, and a member of its Audit Committee and Executive Committee. He previously served as President and Chief Executive Officer of NuStar Energy L. P., a publicly traded master limited partnership based in San Antonio, Texas. Mr. Anastasio was the President and Chief Executive Officer of NuStar Energy, L.P. from the time he led the initial public offering in April 2001, until he retired from the company on December 31, 2013. Since joining a predecessor of NuStar in 1988, he has held various positions in the upstream and downstream oil and gas industry, which have included responsibility for supply, trading, transportation, marketing, development and legal. Mr. Anastasio received a Juris Doctorate degree from Harvard Law School in 1981 and a Bachelor of Arts degree, magna cum laude, from Cornell University in 1978. After graduation, he practiced corporate law in New York City. Mr. Anastasio brings to the Board extensive experience in public companies generally, and with over 30 years of experience in the upstream and downstream oil and gas industry, invaluable industry knowledge and insight in investing and growing oil and gas businesses. Further, Mr. Anastasio brings a deep knowledge of finance and economic markets to the Board.

  16. Nominees

    | | Anthony Chase | | | has served as a member of our Board of Directors since July 2021. |

  17. Nominees

    Mr. Chase is the Chairman and CEO of ChaseSource, L.P., a staffing, facilities management, and construction firm that he founded in 2006. Mr. Chase’s prior experience as an entrepreneur includes starting and selling three ventures. Chase Radio Partners owned seven radio stations and was sold to Clear Channel Communications in 1998. Mr. Chase opened the first three Cricket Wireless markets in Tennessee selling to Leap Wireless in 1998. Mr. Chase also sold ChaseCom, an enterprise that built and operated call centers around the world, to AT&T Corporation in 2007. He currently serves on the boards of Cullen/Frost Bankers, Inc., Nabors Industries Ltd., and LyondellBasell Industries N.V. In addition, his nonprofit board membership includes the Houston Endowment, Greater Houston Partnership, Texas Medical Center, and the MD Anderson Board of Visitors. Mr. Chase is a past Deputy Chairman of the Federal Reserve Bank of Dallas and a past Chairman of the Greater Houston Partnership, as well as a member of the Council on Foreign Relations and an Eagle Scout. Mr. Chase was a tenured Professor of Law at the University of Houston Law Center and currently serves as Professor of Law, Emeritus. He is an honors graduate of Harvard College, Harvard Law School and Harvard Business School. Mr. Chase provides the Board with experience and insight in corporate governance, banking, regulatory matters, and management and provision of human resources, as well as experience as an executive and as a board member of both public and private companies.

  18. Nominees

    | | Timothy Clossey | | | has served as a member of our Board of Directors since June 2014. |

  19. Nominees

    Mr. Clossey is the President and owner of Spirit Technologies, a management coaching and engineering consulting services company. Mr. Clossey previously served as Production Manager and Major Projects Director for BP Cherry Point. He was a consultant to the Board of Directors at SaltChuk Resources on merger and acquisition opportunities and a board member at Timec, Inc., where Mr. Clossey chaired the Audit Committee, organized and chaired a Special Committee of Outside Directors and served on the Compensation Committee. Mr. Clossey served in multiple positions, including most recently as President and CEO of ARCO Marine, Inc. ("ARCO"). As VP Corporate Strategic Planning, Downstream for ARCO, Mr. Clossey was responsible for strategic planning for all of ARCO’s downstream companies. As Vice President of Engineering, Technology and R&D at ARCO, his role was responsible for leading ARCO’s Engineering and Research Center in Anaheim, California. As Manager, Clean Fuels Development Task Force at ARCO, Mr. Clossey lead the reformulated gasoline research and development efforts at the Technical Center as well as served in the government relations role working with industry associations such as Western States Petroleum Association and the American Petroleum Institute, as well as all Federal and State agencies working on reformulated gasoline regulations throughout the nation. Mr. Clossey graduated from Harvard Business School with an Executive Master of Business Administration. He received his Bachelor of Science degree in Chemical Engineering summa cum laude from Washington State University. Mr. Clossey's extensive and detailed experience in operational aspects of the petroleum refining industry provide the Board with insight into the operation, development, and growth of our businesses.

  20. Nominees

    | | Philip Davidson | | | has served as a member of our Board of Directors since October 2021. |

  21. Nominees

    Mr. Davidson was the Commander of the United States Indo-Pacific Command, headquartered in Honolulu, Hawaii, from 2018 to 2021. He retired from active service in the U.S. Navy in May 2021 as a four-star Admiral after nearly 39 years of service. He is currently on the boards of AeroVironment, Inc. and Norfolk Southern Corp, among other private sector organizations. He is also a Board Member at the Center for Strategic and Budgetary Assessments, an independent, non-partisan policy research institute, and serves on military advisory groups to the Sasakawa Peace Foundation USA, as well as the United States Institute of Peace. He is the founder/owner of Davidson Strategies LLC. Mr. Davidson is a 1982 graduate of the U.S. Naval Academy, and a 1992 distinguished graduate of the U.S. Naval War College. He holds a Bachelor of Science degree in Physics and a Master of Arts in National Security and Strategic Studies. Mr. Davidson brings to the board significant leadership experience at the highest levels of military and governmental affairs.

  22. Nominees

    | | Katherine Hatcher | | | has served as a member of our Board of Directors since January 2019. |

  23. Nominees

    She is currently a development partner and previously acted as President and Chief Operating Officer from 2008 to 2021 of NewQuest Properties, a privately owned, full-service company based in Houston, Texas engaged in commercial development, retail leasing, tenant representation, land brokerage, and property management. Before joining NewQuest Properties, Ms. Hatcher was the president of the Gulf Coast States region for Verizon Wireless for eight years. She currently serves on the board of Stellar Bank. In addition, Ms. Hatcher has been involved in and held board positions with various community organizations located in Houston, Texas, including the Greater Houston Partnership Board of Directors, MD Anderson’s Board of Visitors, Children’s Museum of Houston, the Houston Area Women’s Center, Youth About Business and Young Presidents Organization. She is also an alumna of The Center for Houston’s Future. Ms. Hatcher holds two master’s degrees from the University of North Carolina at Chapel Hill, one of which is in City and Regional Planning. Ms. Hatcher provides the Board with experience and insight into the operation, development, and growth of the Company’s businesses, particularly with regard to the Company’s real property assets.

  24. Nominees

    | | Patricia Martinez | | | has served as a member of our Board of Directors since May 2023. |

  25. Nominees

    She was the Chief Energy Transition Officer of Enerflex Ltd from 2021 to 2024 and the President of Enerflex’s Latin American business from 2014 to 2022. Ms. Martinez was responsible for creating and executing Enerflex’s transformational energy transition strategy including carbon capture and sequestration, hydrogen, bioenergy, and electrification. In addition, she previously served as an officer of several private equity backed domestic and international energy companies and on the boards of directors of Orocobre (Allkem Limited) (ASX:AKE) and the Argentinian Petroleum & Gas Institute of Houston. She currently serves on the board of NOV Inc. (NYSE: NOV). Ms. Martinez received her bachelor’s degree from Universidad Argentina de la Empresa, her MBA from Houston Baptist University, and completed executive education at Harvard Business School. Ms. Martinez brings to the Board energy transition experience coupled with executive leadership skills and international experience.

  26. Nominees

    | | Eric Yeaman | | | is a director nominee. |

  27. Nominees

    Mr. Yeaman is currently the founder and managing partner of Hoku Capital LLC, a strategic advisory services firm located in Honolulu, Hawaii. He was President and Chief Operating Officer of First Hawaiian Bank, a wholly owned subsidiary of First Hawaiian Inc., from June 2015 to August 2019. From 2008 to 2015, he was President and Chief Executive Officer of Hawaiian Telcom, a telecommunications and technology company serving the state of Hawaii. Prior to that, he was Senior Executive Vice President and Chief Operating Officer of Hawaiian Electric Company, Inc. (“HECO”). Mr. Yeaman joined Hawaiian Electric Industries, Inc. (“HEI”), HECO’s parent company, in 2003 as Financial Vice President, Treasurer and Chief Financial Officer. Prior to joining HEI, Mr. Yeaman held the positions of Chief Operating and Financial Officer for Kamehameha Schools from 2000 to 2003. Mr. Yeaman serves as Chairman of the Board of Alexander Baldwin, Inc., a premier Hawaii commercial real estate company. He currently serves on the board of Alaska Air Group, Inc. Additionally, Mr. Yeaman serves on several private company and civic and community boards throughout the State of Hawaii, including DR Fortress LLC, Lanihaua Properties LLC, Palani Ranch Company, Inc., WattIQ, Friends of Hawaii Charities, The Harold K.L. Castle Foundation, and Hawaii Asia Pacific Association. Mr. Yeaman graduated from the University of Hawaii at Moana with a bachelor’s degree before beginning his career at Arthur Andersen LLP. Mr. Yeaman brings to the board extensive executive experience, which includes business development and mergers and acquisitions, as well as expertise in finance and accounting. Further, Mr. Yeaman’s deep knowledge of the Hawaiian markets where we operate and his experience as a chairman or member of publicly held company boards of directors will provide the Board with knowledge of governance and other related matters.

  28. Nominees

    | | Aaron Zell | | | has served as a member of our Board of Directors since May 2023. |

  29. Nominees

    Mr. Zell is currently a Senior Associate – Investments at Chai Trust (EGI), where he has sourced and evaluated potential new investments and worked directly with existing assets since 2017. He serves on the boards of Veridiam, Inc., a specialty alloy manufacturer serving the nuclear power, medical, aerospace, and industrial markets, and Kharon, a tech-based solution for managing sanction risk. He also serves on the board of the Zell Entrepreneurship Foundation, which supports various philanthropic ventures, including the Zell Lurie Institute at the University of Michigan’s Ross School of Business, the Zell Fellows Program at Northwestern University’s Kellogg School of Management, and the Zell Entrepreneurship Program at Reichman University (IDC Herzliya) in Israel. In addition, Mr. Zell is a board member of the Matthew Zell Family Foundation, which is currently focused on combating climate change and supporting local community organizations. Before joining EGI in 2017, he served as a summer intern with the firm in 2014 and 2015. Mr. Zell graduated summa cum laude with a BS in economics from the Wharton School at the University of Pennsylvania. Mr. Zell brings to the Board entrepreneurial drive, investment and long-term stewardship skills, and new perspectives on energy transition matters.

  30. Nominees

    | | William Monteleone | | | has served as a member of our Board of Directors since August 2012. In addition, Mr. Monteleone has served as our President since January 2023 and has been appointed President and Chief Executive Officer effective as of our 2024 annual meeting of stockholders. |

  31. Nominees

    Previously he served as our Executive Vice President and Chief Financial Officer from January 2022 to January 2023, Senior Vice President and Chief Financial Officer from March 2017 to January 2022, Senior Vice President of Mergers & Acquisitions from January 2015 to March 2017, and Chief Executive Officer from June 2013 to January 2015. Prior to joining the Company, Mr. Monteleone was a Vice President at EGI, where he was employed from 2008 until August 2014, serving in a limited capacity from June 2013. At EGI, Mr. Monteleone was responsible for evaluating potential new investments and monitoring existing investments. Previously, Mr. Monteleone worked for Banc of America Securities LLC from 2006 to 2008 where he was involved in a variety of debt capital raising transactions, including leveraged buyouts, corporate-to-corporate acquisitions and other debt financing activities. In addition to our Board, Mr. Monteleone was previously on the Board of Directors of the following privately held companies: Wapiti Oil and Gas I, LLC, Wapiti Oil and Gas II, LLC, and Kuwait Energy Company. Mr. Monteleone graduated magna cum laude from Vanderbilt University with a bachelor's degree. Mr. Monteleone brings to the board capital markets knowledge, mergers and acquisition experience, valuable downstream energy market perspectives and, insights into critical aspects of operations, development and growth of our business.

  32. Nominees

    | | William Pate | | | has served as our Chief Executive Officer since January 2023 and as a member of our Board of Directors since December 2014. |

  33. Nominees

    Effective as of our 2024 annual meeting of stockholders he will retire as our Chief Executive Officer. Prior to that he served as our Chief Executive Officer and President since October 2015. Mr. Pate was previously Co-President of EGI. Mr. Pate had been employed by EGI or its predecessors in various capacities since 1994. Mr. Pate served as a director of Covanta Holdings Corporation from 1999 to 2016. He was the Chairman of the Board of Directors of Covanta from October 2004 through September 2005. Mr. Pate has previously served on the boards of directors of Exterran Holdings, Inc., Adams Respiratory Therapeutics, MiddleBrook Pharmaceuticals and CNA Surety Corp., as well as those of several private companies associated with EGI. Earlier in his career, Mr. Pate was an investment professional at The First Boston Corporation and The Blackstone Group where he worked on private equity investments and merger advisory assignments. Mr. Pate received a Juris Doctorate degree cum laude from the University of Chicago Law School and a Bachelor of Arts degree, magna cum laude, from Harvard College. Mr. Pate brings to the Board familiarity with all aspects of capital markets, financial transactions and investing in a range of businesses across domestic and international markets. His experience as a board member of other public and private companies provides additional perspective on governance issues.

  34. Board and Committee Activity, Structure and Compensation

    | Name | Fees Earned or Paid in Cash ($) (3) | Restricted Stock or Restricted Stock Unit Awards ($) (1) | Total ($) (2) |

  35. Consideration of Say-on-Pay Results

    | • | Reviews market data to assess the competitiveness of the Company’s compensation policies; |

  36. Consideration of Say-on-Pay Results

    | • | Reviews the Company’s performance against the Company’s plans and budgets and considers the degree of attainment of performance goals and objectives; and |

  37. Consideration of Say-on-Pay Results

    The Committee considers the recommendations of our Chief Executive Officer, together with the review by its independent compensation consultant, in making independent determinations regarding executive compensation. Our Chief Executive Officer frequently attends Committee meetings, other than those portions that are held in executive session, but he is not present during voting or deliberations on matters involving his compensation in accordance with the Committee’s charter. Role of Compensation Committee Consultants The Committee engaged Meridian as its independent compensation consultant. Meridian advised the Committee in connection with (i) the review of our peer group, (ii) the review and assessment of executive compensation levels and mix, (iii) the review and assessment of executive compensation program design features, and (iv) the review and assessment of the Company’s share usage and related effect on stockholder dilution. In compliance with SEC rules, the Committee has assessed the independence of Meridian and concluded that no conflict of interest exists that would prevent Meridian from independently representing the Committee. Meridian does not currently provide any services to the Company other than the services provided directly to the Committee. Billing by Meridian is provided directly to, and approved for payment by, the Committee. Benchmarking Executive Compensation Our philosophy emphasizes “pay for performance” with achievement of competitive objectives driving executive officer pay, while being mindful of individual differences such as tenure and performance, as well as the practical implications of pay being the product of an arms-length negotiation at the time an executive officer is hired or promoted. At the Committee’s request, Meridian conducted a competitive review of our executive compensation program and was tasked by the Committee with updating the Company’s peer group for compensation purposes. Customized Peer Group As our business profile has evolved over time, the Committee has continued to re-evaluate our peer group composition. The Committee, with the advice of Meridian, reviewed the appropriateness of our existing peer group given the continued expansion of our business operations through acquisitions. In addition, the Committee considered the following criteria in reviewing and selecting peer companies: (i) revenue, (ii) market capitalization, (iii) sub-industry classification, and (iv) business model. The Committee also considered the growth of the Company’s refining operations with the acquisition of the Billings refinery and associated assets. Based on this review, the Committee retained 13 of the 14 companies included in our prior year peer group. Crestwood Equity Partners LP was removed from our peer group because it was acquired by Energy Transfer LP in November 2023. Our peer group had median annual revenues of approximately $4.5 billion and median market capitalization of approximately $2.2 billion as of December 31, 2023. The following table identifies the peer group companies along with their respective GICS sub-industry classifications:

  38. Consideration of Say-on-Pay Results

    The peer group above was used to benchmark 2023 total compensation levels of our senior executive officers and provide a framework for 2024 total compensation decisions and structures. Our incentive plans provide the Committee with the flexibility to reward outstanding performance significantly above the targeted range described below. Conversely, when performance is below expectations, our plans provide the Committee the flexibility to reduce compensation below the targeted range, and to allow the Committee the discretion to reduce or eliminate certain compensation elements.

  39. Overview of Compensation Elements

    | • | Annual incentive awards: Variable compensation payable in cash (or at the discretion of the Committee, shares of restricted stock and/or stock options) following the fiscal year the pay is earned based upon the Committee’s determination in their discretion of performance; and |

  40. Overview of Compensation Elements

    | • | Long-term incentive awards: Variable compensation payable in time-vested and/or performance-based shares of restricted stock or restricted stock units. The Compensation Committee did not award any long-term incentive awards in the form of stock options for 2023 performance. |

  41. Determination of 2023 Compensation

    | ● | Develop and implement retail growth strategies to enhance long-term retail brand value. |

  42. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan The 2023 annual incentive plan had the following objectives:

  43. 2023 Annual Incentive Plan

    | • | To incentivize our executive officers to achieve key financial, operational, and individual performance goals; |

  44. 2023 Annual Incentive Plan

    | • | To create and sustain employee ownership in and financial rewards tied to the Company’s success; |

  45. 2023 Annual Incentive Plan

    | • | To create alignment with critical success factors and core values of safety and environmental accountability; and |

  46. 2023 Annual Incentive Plan

    | • | To recognize the importance of operational reliability in the Company’s financial success. |

  47. 2023 Annual Incentive Plan

    2023 Annual Incentive Target Opportunity

  48. 2023 Annual Incentive Plan

    | Named Executive Officer | Annual Incentive Target Opportunity (% of Base Salary) | | William Pate | 100.0% | | William Monteleone | 80.0% | | Jim Yates* | 75.0% | | Richard Creamer | 75.0% | | Shawn Flores | 60.0% | | Jeffrey R. Hollis | 60.0% |

  49. 2023 Annual Incentive Plan

    * Mr. Yates retired as Executive Vice President on June 30, 2023. Based on achieved individual performance, a Named Executive Officer may earn between 0% and 140% of their annual incentive target.

  50. 2023 Annual Performance Measures and Achieved Performance

    2023 Annual Performance Measures and Achieved Performance The Compensation Committee approved the following individual and group performance components for the 2023 annual incentive plan (“AIP”). The individual performance component is based on each employee’s individual performance based on the employee’s role and responsibility. The group performance component is based on health, safety, environmental and operational performance (50%); an Adjusted EBITDA component (25%); and a Modified Free Cash Flow component (25%). The Committee selected these performance measures to align pay with the Company’s financial results while also emphasizing safety, environmental, and operational performance.

  51. 2023 Annual Performance Measures and Achieved Performance

    | Performance Measure | Description | | Adjusted EBITDA Component and Modified Free Cash Flow Component | The Adjusted EBITDA component is targeted at 25% of the AIP. This component can range between 0.00% and 200% of the 25% target. For a definition of Adjusted EBITDA, please see “Results of Operations—Non-GAAP Performance Measures—Adjusted Net Income (Loss) and Adjusted EBITDA” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Achievement of budgeted Adjusted EBITDA results in an Adjusted EBITDA component of 25%. This number is adjusted up or down to a maximum of 200% of target based on actual Adjusted EBITDA relative to budget. In 2023, the Adjusted EBITDA component was 40.7% due to the Company’s excellent financial results. The Modified Free Cash Flow component is targeted at 25% of the AIP. This component can range between 0.00% and 200% of the 25% target. Modified Free Cash Flow is Adjusted EBITDA minus the Company’s cash interest expense, minus cash taxes, minus the amount of annual maintenance capital expenditures, and minus amortized turnaround expenses. Achievement of budgeted Modified Free Cash Flow results in a Modified Free Cash Flow component of 25%. This number is adjusted up or down based on actual Modified Free Cash Flow relative to budget. In 2023, the Modified Free Cash Flow component was 49.6% due to the Company’s excellent financial results. | | Group Performance Component | The Group performance component for the Named Executive Officers, except the Executive Vice President, Refining and Logistics, was measured based on (i) refining and logistics group performance (weighted 40%), (ii) retail group performance (weighted 25%), (iii) Montana integration (weighted 15%), (iv) commercial group performance (weighted 10%), and (v) renewable group performance (weighted 10%). The Group performance component for the Executive Vice President, Refining and Logistics was measured based on the weighted average of the Group performance component for the other Named Executive Officers and the Group performance component for Refining and Logistics. The Group performance component for Refining and Logistics was measured based on (i) Hawaii refining group performance (weighted 25%), (ii) Hawaii logistics group performance (weighted 25%), (iii) Washington refining and logistics group performance (weighted 25%), and (iv) Wyoming refining and logistics group performance (weighted 25%). | | Individual Performance Component | The Individual performance component measures each Named Executive Officer’s personal contributions towards satisfaction of our strategic objectives. These strategic objectives were set based upon each Named Executive Officer’s specific job and responsibilities. Individual performance is determined on a 1 to 5 level basis, with 100% target bonus at level 3 and bonus targets ranging from a floor of 0% at level 1 and up to a maximum of 140% at level 5. In 2023, the Compensation Committee approved an Individual performance component in excess of 140% for Mr. Pate to reflect his contribution to the Company’s record financial results. |

  52. 2023 Annual Performance Measures and Achieved Performance

    | • | Group Metric = Adjusted EBITDA Component (50%) + Modified Free Cash Flow Component (50%) + Group Performance Component (45.3%). |

  53. 2023 Annual Performance Measures and Achieved Performance

    | • | Individual Metric = Individual Performance Component (0% to 140%) |

  54. 2023 Annual Performance Measures and Achieved Performance

    The amount of each named executive officer’s bonus was then determined by the following formula:

  55. Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric

    Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric Individual targets, individual and group performance and non-equity incentive awards relating to 2023 performance for Named Executive Officers were as follows:

  56. Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric

    | Name | Base Salary ($) | Group Metric (%) | Individual Metric (%) | Annual Incentive Plan Target (% of base salary) | 2023 Non-Equity Incentive Award ($) | | William Pate (2) (3) | $795,000 | 135.6% | 166.3% | 100.0% | $1,793,020 | | William Monteleone | $500,000 | 135.6% | 100.0% | 80.0% | $542,400 | | Jim Yates (1) | $400,000 | 100.0% | 100.0% | 75.0% | $150,000 | | Richard Creamer (2) (4) | $440,000 | 136.0% | 134.0% | 75.0% | $600,000 | | Shawn Flores (2) | $400,000 | 135.6% | 123.0% | 60.0% | $400,000 | | Jeffrey R. Hollis (2) | $390,000 | 135.6% | 126.0% | 60.0% | $400,000 |

  57. Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric

    | (1) Mr. Yates retired as Executive Vice President on June 30, 2023. Upon Mr. Yate’s retirement, he also received a mid-year cash award based on his year-to-date 2023 eligible earnings and Company performance in the first half of 2023. | | (2) Messrs. Pate. Creamer, Flores, and Hollis each received a 2023 Non-Equity Incentive Award rounded up or down at the discretion of the Compensation Committee. | | (3) In 2023, the Compensation Committee approved an Individual performance component in excess of 140% for Mr. Pate to reflect his contribution to the Company’s record financial results. | | (4) Mr. Creamer’s Group Metric is based on the average of the Group performance component for the other Named Executive Officers and the Group performance component for Refining and Logistics. |

  58. Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric

    In February 2024, the Committee confirmed the cash incentive awards for 2023 performance in accordance with the bonus formula above as part of the annual compensation process. These awards were paid in the first quarter of 2024. The Committee retains the discretion to adjust the results for any given year and to increase or decrease the size of any performance-based award or payout. In addition, performance-based awards or payouts are subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with the Policy for the Recovery of Erroneously Awarded Compensation adopted by our Board of Directors effective October 24, 2023. See “Policy for the Recovery of Erroneously Award Compensation (‘‘Clawback Policy’’)” below.

  59. Long-Term Incentive Plan

    Long-Term Incentive Plan During 2023, the Committee granted two types of long-term incentive awards to our Named Executive Officers: restricted stock and performance restricted stock units. The Committee determined the size of each equity grant to our Named Executive Officers based on our operating and financial performance, individual performance, and market data. Restricted Stock The Committee believes that the grant of time-vested restricted stock encourages retention of our Named Executive Officers and aligns the interests of our Named Executive Officers with the interests of our stockholders in creating incentives for long-term value creation. Beginning in 2023, awards of restricted stock vest ratably over a three-year period. The Committee approved the following grants of restricted stock to our Named Executive Officers in 2023:

  60. Long-Term Incentive Plan

    | Named Executive Officer | Restricted Stock Award ($) | Shares of Common Stock (#) | | William Pate | $918,762 | 33,446 | | William Monteleone | $500,009 | 18,202 | | Jim Yates (1) | $720,006 | 26,493 | | Richard Creamer | $294,011 | 10,703 | | Shawn Flores | $230,995 | 8,409 | | Jeffrey R. Hollis | $227,507 | 8,282 |

  61. Long-Term Incentive Plan

    | (1) Mr. Yates retired as Executive Vice President on June 30, 2023. His shares of common stock total include an additional stock issuance of 9,020 shares of common stock issued upon Mr. Yates’s retirement on June 30, 2023. |

  62. Long-Term Incentive Plan

    Performance-Based Restricted Stock Units In 2023, the Committee approved the grant of performance restricted stock units to our Named Executive Officers. These grants are earned based on a payout matrix determined by the Committee that is based on three-year aggregate Adjusted EBITDA as a percentage of budged Adjusted EBITDA and total shareholder return as a percentage of the average total shareholder return of a designated peer group. The Committee believes that the grant of performance restricted stock units effectively aligns the interests of our Named Executive Officers with the interests of our stockholders because the grants encourage achievement of financial and total stock performance goals that help to create stockholder value. If threshold performance goals are not achieved, none of the target amount of restricted stock units may be issued. If threshold performance goals are exceeded, up to 200% of the targeted amount of restricted stock units may be issued.

  63. Long-Term Incentive Plan

    | Named Executive Officer | PSU Award Value ($) (1) | PSUs Awarded (#) (1) | | William Pate | $918,762 | 33,446 | | William Monteleone | $500,009 | 18,202 | | Jim Yates (2) | $— | — | | Richard Creamer | $294,011 | 10,703 | | Shawn Flores | $230,995 | 8,409 | | Jeffrey R. Hollis | $227,507 | 8,282 |

  64. Long-Term Incentive Plan

    | (1) The value of the restricted stock units was determined by the Board of Directors, upon recommendation of the Compensation Committee, on February 16, 2023, based on the NYSE closing price of our stock on such date. The amounts shown do not represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 please see the “Summary Compensation Table for Fiscal Years Ended December 31, 2023, 2022, and 2021” below. | | (2) Mr. Yates retired as Executive Vice President on June 30, 2023. |

  65. Long-Term Incentive Plan

    CEO Compensation The Committee believes that the Chief Executive Officer has the most control and responsibility for our overall performance of any officer and, accordingly, it is appropriate that he have the relatively greatest percentage of compensation be at risk and tied to our overall performance to best align his interests with those of our stockholders. Due to his responsibility for our performance as Chief Executive Officer, consistent with the intents and purposes of the compensation structure, the Chief Executive Officer’s compensation is structured to be materially higher than the other named executive officers. Retirement Benefits The Company maintains a 401(k) plan under which all full-time employees, including the named executive officers, are eligible to participate. Employee contributions are limited to the maximum amount allowed by the Internal Revenue Code of 1986, as amended (the “Tax Code”). Perquisites The Company does not currently offer perquisites to its Named Executive Officers that are not available to other employees. Determining Benefit Levels The Committee reviews benefit levels periodically to ensure that the plans and programs create the desired incentives for our employees, including Named Executive Officers, which are generally competitive with the applicable marketplace, are cost-effective, and support our human capital needs. Benefit levels are not tied to Company, business area or individual performance, or to gains realized upon the exercise of stock options or the sale of restricted stock.

  66. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan On February 28, 2017, the Board, upon the recommendation of the Committee, approved the adoption of the Par Pacific Holdings, Inc. Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”). The effective date of the Deferred Compensation Plan was March 7, 2017. The primary rationale for adopting the Deferred Compensation Plan was to provide an opportunity for individual retirement savings on a tax- and cost-effective basis. No amounts were deferred under the Deferred Compensation Plan in 2023. The Deferred Compensation Plan is intended to be a non-qualified deferred compensation plan that complies with the provisions of Section 409A of the Tax Code. The Deferred Compensation Plan provides a select group of senior management employees (including our Named Executive Officers) and directors who are not employees of the Company with the opportunity to defer the receipt of certain cash compensation. The obligations of Par Pacific under the Deferred Compensation Plan will be general unsecured obligations of Par Pacific to pay deferred compensation in the future to eligible participants in accordance with the terms of the Deferred Compensation Plan from the general assets of Par Pacific. Each participant may elect to defer under the Deferred Compensation Plan a portion of his or her cash compensation that may otherwise be payable in a calendar year. A participant’s compensation deferrals are credited to the participant’s bookkeeping account maintained under the Deferred Compensation Plan. With certain exceptions, deferred compensation obligations will be paid upon: (1) a fixed payment date, as elected by a participant; (2) a participant’s separation from service with Par Pacific; (3) the date of the participant’s death; or (4) the date on which a change in control occurs, as defined by the Deferred Compensation Plan. Payments under the Deferred Compensation Plan shall be made in the form of a cash lump sum.

  67. Severance Plan for Senior Officers

    Severance Plan for Senior Officers On February 28, 2017, the Board, upon the recommendation of the Committee, approved the adoption of the Par Pacific Holdings, Inc. Severance Plan for Senior Officers (as amended, the “Severance Plan”). The effective date of the Severance Plan was March 7, 2017, and the Severance Plan was subsequently amended on May 1, 2017, and May 23, 2022. The Severance Plan is designed to allow participating executives (including our Named Executive Officers) to continue to focus their attention on our business operations and strategic plans without undue concern over their own financial situation, particularly during periods when substantial disruptions and distractions might otherwise prevail. The Severance Plan generally provides certain severance benefits if a participating executive is discharged without cause or the executive submits a resignation for a good reason, as defined in the Severance Plan (each, a “Qualifying Termination”). In the event of a Qualifying Termination and subject to the executive’s execution of a general release of liability against Par Pacific, the Severance Plan provides the following payments and benefits to the executive officer:

  68. Severance Plan for Senior Officers

    | • | Payment of one (1) year’s base annual compensation at the time of the executive’s discharge for a Qualifying Termination; and | | • | Payment of the average annual bonus paid to the executive over the three years prior to the executive’s discharge for a Qualifying Termination. |

  69. Severance Plan for Senior Officers

    In addition, in the event of a Qualifying Termination during the 24-month period following a change in control, as defined in the Severance Plan, and subject to the applicable participant’s execution of a general release of liability against Par Pacific, the Severance Plan provides the following payments and benefits to such executive officers instead of the payments set forth above:

  70. Severance Plan for Senior Officers

    | • | Payment of twenty-four (24) months of base annual compensation in effect at the time of such executive’s discharge for a Qualifying Termination in the case of the Chief Executive Officer of Par Pacific, or eighteen (18) months of base annual compensation in effect at the time of such executive’s discharge for a Qualifying Termination in the case of any other executive; |

  71. Severance Plan for Senior Officers

    | • | Payment of the average annual bonus paid to the executive over the three years prior to the executive’s discharge for a Qualifying Event; and |

  72. Severance Plan for Senior Officers

    | • | Accelerated vesting of the executive’s outstanding unvested equity awards. |

  73. Severance Plan for Senior Officers

    Potential payments to our Named Executive Officers that relate to severance pay and termination benefits (including upon a change in control) are described in further detail below in the section entitled “Named Executive Officer Compensation - Potential Payments upon Termination or Change in Control.”

  74. Compensation Policies

    Compensation Policies Short-Sale, Derivative and Hedging Trading Restrictions To avoid any appearance of a conflict of interest and to prevent opportunities for trading in violation of applicable securities laws, the Company’s insider trading policy prohibits our officers, directors and certain other employees from engaging in transactions in which they may profit from short-term speculative swings in the value of the Company’s securities or hedge the economic risk inherent with their ownership of our common stock. This includes “short sales” (selling borrowed securities which the seller hopes can be purchased at a lower price in the future), “put” and “call” options or other derivative securities and hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. In addition, this policy is intended to ensure compliance with all insider trading rules relating to the Company’s securities. Return and/or Forfeiture of Performance-Based Payments or Awards As required by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any applicable laws, rules or regulations promulgated by the Securities and Exchange Commission from time to time, our Board of Directors will, to the extent permitted by applicable law, in all appropriate cases, require reimbursement of any bonus or incentive compensation paid to an employee, cause the cancellation of long-term incentive awards, and seek reimbursement of any gains realized on the exercise or vesting of long-term incentive awards attributable to such awards, if and to the extent that: (a) the amount of incentive compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement; (b) our Board of Directors or an appropriate committee determines that the employee engaged in any fraud or misconduct which caused or contributed to the need for the restatement; and (c) the amount of the bonus or incentive compensation that would have been awarded to the employee had the financial results been properly reported would have been lower than the amount actually awarded. ‘‘No Fault’’ Clawback Policy We have adopted a Clawback Policy to recapture incentive-based compensation awarded to executive officers in the event of restatements of the Company’s financial statements regardless of whether the executive officer contributed to the restatement in accordance with SEC and NYSE requirements. See “Policy for the Recovery of Erroneously Award Compensation (‘‘Clawback Policy’’)” below. Timing of Equity Awards Generally, the Committee makes incentive pay decisions at regularly scheduled Committee and Board of Director meetings during the first quarter of each year. The Committee may also make compensation determinations at other times during the year for newly hired executives or in connection with the promotion of existing employees. The Committee does not time any form of compensation award, including equity-based awards, to coincide with the release of material non-public information. COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth in this proxy statement with the Company's management and based on such review and discussions and such other matters deemed relevant and appropriate by the Committee, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2023. This report is provided by the following independent directors, who comprised the Compensation Committee throughout 2023 and through the date hereof:

  75. SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED

    SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED

  76. DECEMBER 31, 2023, 2022, and 2021

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards($)(1) | Nonequity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (5)(3) | Total ($) | | William Pate Chief Executive Officer | 2023 | $783,462 | $— | $1,837,523 | $— | $1,793,020 | $19,800 | $4,333,805 | | | 2022 | $728,269 | $— | $875,009 | $2,427,291 | $1,010,000 | $18,300 | $5,058,869 | | | 2021 | $700,000 | $— | $1,159,192 | $1,226,009 | $457,485 | $— | $3,542,686 | | William Monteleone President | 2023 | $497,692 | $— | $1,000,018 | $— | $542,400 | $19,800 | $2,059,910 | | | 2022 | $435,192 | $— | $331,986 | $497,293 | $690,000 | $14,471 | $1,968,942 | | | 2021 | $415,000 | $— | $466,789 | $465,187 | $238,676 | $— | $1,585,652 | | Jim Yates Former Executive Vice President (4) | 2023 | $215,385 | $42,500 | $479,983 | $— | $192,500 | $1,083,044 | $2,013,412 | | | 2022 | $253,789 | $— | $200,003 | $— | $412,200 | $18,300 | $884,292 | | | 2021 | $178,471 | $— | $312,046 | $290,041 | $100,000 | $— | $880,558 | | Richard Creamer Executive Vice President, Refining and Logistics | 2023 | $436,154 | $— | $588,023 | $— | $600,000 | $19,815 | $1,643,992 | | | 2022 | $274,615 | $— | $249,998 | $— | $729,516 | $13,523 | $1,267,652 | | | 2021 | $249,429 | $— | $162,623 | $— | $— | $— | $412,052 | | Shawn Flores Senior Vice President, Chief Financial Officer (5) | 2023 | $387,423 | $— | $461,990 | $— | $400,000 | $21,556 | $1,270,969 | | Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary (5) | 2023 | $374,490 | $— | $455,014 | $— | $400,000 | $13,520 | $1,243,024 |

  77. Pay Versus Performance

    Pay Versus Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of our Chief Executive Officer or principal executive officer (“PEO”) and Named Executive Officers (“NEOs”) and certain financial performance measures of the Company for the fiscal years ended on December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020. For further information on the Company’s pay-for-performance philosophy and how executive compensation aligns with the Company’s performance, refer to the “Executive Compensation - Compensation Discussion and Analysis” section of this proxy statement.

  78. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensa- tion Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income (000’s) | Modified Free Cash Flow per Share (Non-GAAP) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | | (1)(2) | (1)(2) | (1)(3) | (1)(3) | (4) | (4) | (5) | (6) | | 2023 | $4,333,805 | $10,918,980 | $1,646,261 | $2,393,628 | $156.50 | $140.49 | $728,642 | $9.18 | | 2022 | $5,058,869 | $9,484,571 | $1,171,608 | $1,165,709 | $100.04 | $127.97 | $364,189 | $8.70 | | 2021 | $3,542,686 | $4,403,028 | $1,151,037 | $1,358,857 | $70.96 | $109.85 | $(81,297) | $0.38 | | 2020 | $2,057,996 | $(804,782) | $943,465 | $251,535 | $60.15 | $88.27 | $(409,086) | $(4.69) |

  79. Pay Versus Performance

    | (1) NEOs included in these columns reflect the following: |

  80. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | Mr. Pate | Messrs. Monteleone, Creamer, Flores, Hollis, and Yates | | 2020 – 2022 | Mr. Pate | Messrs. Monteleone, Creamer, and Yates, and Joseph Israel, J. Matthew Vaughn, and Eric Wright |

  81. Pay Versus Performance

    | (2) Amounts reflect the total compensation for our PEOs, as reported in the Summary Compensation Table for each applicable year. |

  82. Pay Versus Performance

    | (3) Amounts reflect the total compensation for our NEO, as reported in the Summary Compensation Table for each applicable year. |

  83. Pay Versus Performance

    | Summary Compensation Table Total for PEO | | | | | | | | | | | Less: | Add: | Add: | Add: | Less: | | | Year | Summary Compensation Table total for PEO | Grant Date Fair Value of Equity Awards* | Fair Value of Equity Awards Granted in the Fiscal Year** | Year over Year Change in Fair Value of Equity Awards Vested in the Fiscal Year*** | Year over Year Change in Fair Value of Unvested Equity Awards Vested** | Fair Value of Equity Awards Failing to Meet Vesting Conditions**** | Compensation Actually Paid for PEO | | 2023 | $4,333,805 | $1,837,523 | $2,432,789 | $790,193 | $5,199,716 | $— | $10,918,980 | | 2022 | $5,058,869 | $3,302,299 | $6,263,376 | $(240,972) | $1,705,597 | $— | $9,484,571 | | 2021 | $3,542,686 | $2,385,201 | $2,429,860 | $346,696 | $468,987 | $— | $4,403,028 | | 2020 | $2,057,996 | $1,291,985 | $981,477 | $(1,281,483) | $(1,270,787) | $— | $(804,782) |

  84. Pay Versus Performance

    *Sum of Stock Awards and Option Awards from Summary Compensation Table. ** Fair value calculated as of the year end. *** Fair value calculated as of the vesting date. **** Fair value at the end of the prior year.

  85. Pay Versus Performance

    | Summary Compensation Table Total for NEOs (other than PEO) | | | | | | | | | | | Less: | Add: | Add: | Add: | Less: | | | Year | Summary Compensation Table total for NEOs (other than PEO) | Grant Date Fair Value of Equity Awards* | Fair Value of Equity Awards Granted in the Fiscal Year** | Year over Year Change in Fair Value of Equity Awards Vested in the Fiscal Year*** | Year over Year Change in Fair Value of Unvested Equity Awards Vested** | Fair Value of Equity Awards Failing to Meet Vesting Conditions**** | Compensation Actually Paid for NEOs (other than PEO) | | 2023 | $1,646,261 | $597,006 | $663,287 | $279,365 | $401,721 | $— | $2,393,628 | | 2022 | $1,171,608 | $357,281 | $413,789 | $(96,042) | $209,655 | $176,020 | $1,165,709 | | 2021 | $1,151,037 | $647,449 | $630,706 | $107,416 | $138,472 | $21,326 | $1,358,857 | | 2020 | $943,465 | $422,414 | $318,935 | $(194,725) | $(393,726) | $— | $251,535 |

  86. Pay Versus Performance

    * Sum of Stock Awards and Option Awards from Summary Compensation Table. ** Fair value calculated as of the year end. *** Fair value calculated as of the vesting date. **** Fair value at the end of the prior year.

  87. Pay Versus Performance

    | (4) The Company’s Total Shareholder Return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The Peer Group used to determine the Company’s Peer Group TSR for each applicable fiscal year is our peer group as disclosed in this proxy statement. See the “Customized Peer Group” section of this proxy statement for an explanation of the change to the Company’s Peer Group. The following table sets forth information regarding the Company’s current Peer Group TSR and the Company’s prior Peer Group TSR for the fiscal years ended December 31, 2023, 2022, 2021, and 2020. |

  88. Pay Versus Performance

    | | Prior Peer Group Total Shareholder Return | Current Peer Group Total Shareholder Return | | 2023 | $NA | $140.49 | | 2022 | $130.90 | $127.97 | | 2021 | $112.37 | $109.85 | | 2020 | $88.27 | $88.27 |

  89. Pay Versus Performance

    | (5) Amounts reflect the Company’s net income as reported in our audited financial statements for the applicable year. |

  90. Pay Versus Performance

    | (6) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Modified Free Cash Flow per share is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link the compensation actually paid to NEOs to company performance. |

  91. Pay Versus Performance

    Discussion and Analysis In accordance with Item 402(v) requirements, we are providing the following charts to describe the relationships between information presented in the Pay versus Performance Table.

  92. Pay Versus Performance

    | 1. | Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Cumulative TSR of Company and the Peer Group |

  93. Pay Versus Performance

    The following graph illustrates the trend in “compensation actually paid” over the four years compared to our TSR performance, as well TSR relative to our peer group. This illustrates that compensation moved in alignment with our TSR performance in 2021, 2022, and 2023. Our change in TSR performance was greater than our peer groups change in TSR performance from 2022 to 2023.

  94. Pay Versus Performance

    | 2. | Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Net Income (Loss) |

  95. Pay Versus Performance

    The graph below illustrates the trend in “compensation actually paid” over the four years to our GAAP Net Income (Loss). This illustrates that from 2021 to 2023 compensation moved in alignment with net income, increasing as net income increased.

  96. Pay Versus Performance

    | 3. | Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Non-GAAP Modified Free Cash Flow per Share |

  97. Pay Versus Performance

    The graph below illustrates the trend in “compensation actually paid” over the four years to our Modified Free Cash Flow per share (non-GAAP). The definition of Modified Free Cash Flow set forth above in this proxy statement is divided by the number of Company common shares during the applicable period to determine Modified Free Cash Flow per share. This illustrates that from 2021 to 2023 compensation increased and moved in alignment with Modified Free Cash Flow per share as it increased.

  98. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    Outstanding Equity Awards at Fiscal Year-End December 31, 2023

  99. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercis- able | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | William Pate | 2/16/2023(6) | — | — | — | $— | — | — | $— | 33,446 | $1,216,431 | | | 2/16/2023(3) | — | — | — | $— | — | 33.446 | $1,216,431 | — | $— | | | 2/18/2022(5) | — | — | — | $— | — | — | $— | 29,343 | $1,067,205 | | | 2/18/2022(2) | 81,514 | 244,542 | — | $14.91 | 2/18/30 | — | $— | — | $— | | | 2/18/2022(2) | — | — | — | $— | — | 22,007 | $800,404 | — | $— | | | 2/19/2021(5) | — | — | — | $— | — | — | $— | 26,483 | $963,187 | | | 2/19/2021(2) | 79,449 | 79,449 | — | $16.52 | 2/19/29 | — | $— | — | $— | | | 2/19/2021(2) | — | — | — | $— | — | 21,843 | $794,430 | — | $— | | | 2/21/2020(2) | — | — | — | $— | — | 4,182 | $152,081 | — | $— | | | 2/21/2020(2) | 75,266 | 25,089 | — | $19.73 | 2/20/28 | — | $— | — | $— | | | 2/26/2019(2) | 104,400 | — | — | $17.00 | 2/25/27 | — | $— | — | $— | | | 2/27/2018(2) | 100,346 | — | — | $17.34 | 2/26/26 | — | $— | — | $— | | | 2/28/2017(2) | 71,918 | — | — | $14.60 | 2/27/25 | — | $— | — | $— | | | 10/12/2015(3) | 150,000 | — | — | $21.44 | 10/11/25 | — | $— | — | $— | | William Monteleone | 2/16/2023(6) | — | — | — | $— | — | — | $— | 18,202 | $662,007 | | | 2/16/2023(3) | — | — | — | $— | — | 18,200 | $662,007 | — | $— | | | 2/18/2022(5) | — | — | — | $— | — | — | $— | 11,133 | $404,907 | | | 2/18/2022(2) | 16,770 | 50,101 | — | $14.91 | 2/18/30 | — | $— | — | $— | | | 2/18/2022(2) | — | — | — | $— | — | 8,350 | $303,690 | — | $— | | | 2/19/2021(5) | — | — | — | $— | — | — | $— | 10,048 | $365,446 | | | 2/19/2021(2) | 30,146 | 30,146 | — | $16.52 | 2/19/29 | — | $— | — | $— | | | 2/19/2021(2) | — | — | — | $— | — | 9,104 | $331,112 | — | $— | | | 2/21/2020(2) | — | — | — | $— | — | 2,027 | $73,722 | — | $— | | | 2/21/2020(2) | 36,493 | 12,164 | — | $19.73 | 2/20/28 | — | $— | — | $— | | | 2/26/2019(2) | 50,625 | — | — | $17.00 | 2/25/27 | — | $— | — | $— | | | 2/27/2018(2) | 48,659 | — | — | $17.34 | 2/26/26 | — | $— | — | $— | | | 2/28/2017(2) | 27,740 | — | — | $14.60 | 2/27/25 | — | $— | — | $— |

  100. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercis- able | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Jim Yates (7) | — | — | — | — | $— | — | — | $— | — | $— | | Richard Creamer (5) | 2/16/2023(6) | — | — | — | $— | — | — | $— | 10,703 | $389,268 | | | 2/16/2023(3) | — | — | — | $— | — | 10,703 | $389,268 | — | — | | | 4/25/2022(2) | — | — | — | $— | — | 12,886 | $468,664 | — | — | | Shawn Flores | 2/16/2023(6) | — | — | — | $— | — | — | $— | 8,409 | $305,835 | | | 2/16/2023(3) | — | — | — | $— | — | 8,409 | $305,835 | — | $— | | | 2/18/2022(2) | — | — | — | $— | — | 5,031 | $182,977 | — | $— | | | 7/29/2021(2) | — | — | — | $— | — | 7,683 | $279,431 | — | $— | | | 2/19/2021(2) | — | — | — | $— | — | 3,129 | $113,802 | — | $— | | | 2/21/2020(2) | — | — | — | $— | — | 951 | $34,588 | — | $— | | Jeffrey R. Hollis | 2/16/2023(6) | — | — | — | $— | — | — | $— | 8,282 | $301,216 | | | 2/16/2023(3) | — | — | — | $— | — | 8,282 | $301,216 | — | $— | | | 2/18/2022(2) | — | — | — | $— | — | 5,534 | $201,272 | — | $— | | | 2/19/2021(2) | — | — | — | $— | — | 2,234 | $81,251 | — | $— | | | 2/21/2020(2) | — | — | — | $— | — | 697 | $25,350 | — | $— |

  101. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (1) Market value based on closing price of $36.37 on December 29, 2023, the last trading day of 2023. The value is stated before payment of applicable taxes. |

  102. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (2) Award has a four-year ratable vesting schedule with one-fourth of each award vesting each year on the anniversary of the grant. |

  103. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (3) Award has a three-year ratable vesting schedule with one-third of each award vesting each year on the anniversary of the grant. |

  104. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (4) Award vests in five equal annual installments (each such installment, a “Tranche”) beginning on October 12, 2016. The option terminates with respect to each Tranche immediately prior to the fifth anniversary of the vesting of such Tranche. |

  105. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (5) Award cliff vests at the end of three years at levels between 80% to 120% based on whether the Company meets certain performance goals. |

  106. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (6) Award cliff vests at the end of three years at levels between 0% to 200% based certain financial and total stock performance goals. |

  107. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (7) Mr. Yates retired as Executive Vice President on June 30, 2023. |

  108. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    Option Exercises and Stock Vested Table. The following table sets forth certain information regarding the exercise of options and the vesting of stock awards by each Named Executive Officer during 2023:

  109. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) (1) | Value Realized on Exercise ($) (2) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (3) | | William Pate | 300,000 | $4,027,500 | 46,709 | $1,247,208 | | William Monteleone | 36,302 | $371,820 | 21,130 | $564,164 | | Jim Yates (4) | — | $— | 64,730 | $1,723,808 | | Richard Creamer | — | $— | 4,295 | $99,129 | | Shawn Flores | — | $— | 8,565 | $245,915 | | Jeffrey R. Hollis | — | $— | 4,429 | $118,756 |

  110. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (1) Represents the gross number of shares received by the named executive officer before deducting any shares withheld from (i) an option’s exercise to pay the exercise price and/or tax obligation, or (ii) the vesting of restricted stock or performance shares to pay the resulting tax obligation. |

  111. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (2) The reported value is determined by multiplying (i) the number of option shares, times (ii) the difference between the closing market price of the common stock on the date of exercise and the exercise price of the stock option. The value is stated before payment of applicable taxes. |

  112. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (3) The reported value is determined by multiplying number of vested shares by the closing market price of the shares on the vesting date. The value is stated before payment of applicable taxes. |

  113. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (4) Mr. Yates retired as Executive Vice President on June 30, 2023. |

  114. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    Employment Agreements. We have an employment agreement with William Pate. We have “at will” employment arrangements with the other Named Executive Officers employed by the Company as of December 31, 2023. The material terms and conditions of each of the employment agreements and the employment arrangements are summarized below. William Pate, Chief Executive Officer On October 12, 2015, the Company entered into an employment offer letter with Mr. Pate, pursuant to which he was hired as our President and Chief Executive Officer effective October 20, 2015. Under the terms of the letter, Mr. Pate was entitled to receive an annual base salary of $450,000 paid in accordance with Company payroll practices. Mr. Pate’s annual base salary in 2023 was $795,000. Mr. Pate is eligible to participate in any benefit plans that may be offered from time to time by the Company to its employees generally and in the Company’s 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions. William Monteleone, President On September 25, 2013, we entered into an “at will” employment arrangement with William Monteleone. Under the terms of the letter, Mr. Monteleone was entitled to receive an annual base salary of $350,000 paid in accordance with the Company's payroll practices. Mr. Monteleone’s annual base salary in 2023 was $500,000. Mr. Monteleone is also eligible to participate in any benefit plans that may be offered from time to time by us to our employees generally and in our 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions. Richard Creamer, Executive Vice President, Refining and Logistics On March 28, 2022, we entered into an “at will” employment arrangement with Richard Creamer. Under the terms of the letter, Mr. Creamer is entitled to receive an annual base salary of $420,000 paid in accordance with the Company's payroll practices. Mr. Creamer’s annual base salary in 2023 was $440,000. Mr. Creamer is eligible to participate in any benefit plans that may be offered from time to time by us to our employees generally and in our 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions. Shawn Flores, Senior Vice President, Chief Financial Officer On December 13, 2022, we entered into an “at will” employment arrangement with Shawn Flores. Under the terms of the letter, Mr. Flores is entitled to receive an annual base salary of $350,000 paid in accordance with the Company's payroll practices. Mr. Flores’s annual base salary in 2023 was $400,000. Mr. Flores is eligible to participate in any benefit plans that may be offered from time to time by us to our employees generally and in our 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions. Jeffrey R. Hollis, Senior Vice President, General Counsel, and Secretary On December 15, 2022, we entered into an “at all” employment arrangement with Jeffrey R. Hollis. Mr. Hollis’s annual base salary in 2023 was $390,000. Mr. Hollis is eligible to participate in any benefit plans that may be offered from time to time by us to our employees generally and in our 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions.

  115. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following tables further describe the benefits and potential payments upon termination or a change in control for our Named Executive Officers as of December 31, 2023. Certain shares of restricted stock, options and performance restricted stock units granted to our Named Executive Officers under the 2012 Long-Term Incentive Plan will automatically vest in their entirety upon certain events such as a change of control or a termination of their employment due to death, disability or without cause. Mr. Pate is entitled to severance pay and certain termination benefits pursuant to his employment agreements with us. Additionally, our Named Executive Officers would be entitled to certain payments under our Severance Plan to the extent such payments are not set forth in their employment arrangement with us in the event of a termination of their employment due to death, disability, a change in control or termination without cause.

  116. Potential Payments upon Termination or Change in Control

    | Name (1)(2)(3) | Termination For Good Reason ($) | For Cause Termination ($) | Involuntary Not for Cause Termination ($) | Death or Disability ($) | Retirement ($) | After a Change in Control ($) | | William Pate Chief Executive Officer | | | | | | | | Salary continuation | $795,000 | $— | $795,000 | $530,000 | $— | $1,590,000 | | Average 3-year bonus | $848,502 | $— | $848,502 | $848,502 | $— | $848,502 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $2,963,355 | $2,963,355 | $— | $2,963,355 | | Stock Options (Unvested and Accelerated) | $— | $— | $7,242,415 | $— | $— | $7,242,415 | | Performance Restricted Stock Units (Unvested and Accelerated) (4) | $— | $— | $3,246,786 | $3,246,786 | $— | $3,246,786 | | William Monteleone President | | | | | | | | Salary continuation | $500,000 | $— | $500,000 | $333,333 | $— | $750,000 | | Average 3-year bonus | $490,359 | $— | $490,359 | $490,359 | $— | $490,359 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $1,370,531 | $1,370,531 | $— | $1,370,531 | | Stock Options (Unvested and Accelerated) | $— | $— | $1,875,991 | $1,875,991 | $— | $1,875,991 | | Performance Restricted Stock Units (Unvested and Accelerated) (4) | $— | $— | $1,432,323 | $1,432,323 | $— | $1,432,323 | | Richard Creamer Executive Vice President, Refining and Logistics | | | | | | | | Salary continuation | $440,000 | $— | $440,000 | $293,333 | $— | $660,000 | | Average 3-year bonus | $516,500 | $— | $516,500 | $516,500 | $— | $516,500 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $857,932 | $857,932 | $— | $857,932 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | Performance Restricted Stock Units (Unvested and Accelerated) (4) | $— | $— | $389,232 | $389,232 | $— | $389,232 | | Shawn Flores Senior Vice President, Chief Financial Officer | | | | | | | | Salary continuation | $400,000 | $— | $400,000 | $266,667 | $— | $600,000 | | Average 3-year bonus | $234,951 | $— | $234,951 | $234,951 | $— | $234,951 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $916,633 | $916,633 | $— | $916,633 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | Performance Restricted Stock Units (Unvested and Accelerated) (4) | $— | $— | $305,835 | $305,835 | $— | $305,835 | | Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary | | | | | | | | Salary continuation | $390,000 | $— | $390,000 | $260,000 | $— | $585,000 | | Average 3-year bonus | $250,000 | $— | $250,000 | $250,000 | $— | $250,000 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $609,052 | $609,052 | $— | $609,052 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | Performance Restricted Stock Units (Unvested and Accelerated) (4) | $— | $— | $301,180 | $301,180 | $— | $301,180 |

  117. Potential Payments upon Termination or Change in Control

    | (1) For purposes of this analysis, Par Pacific assumed the effective date of termination is the last business day of 2023 and that the price per share of our common stock on the date of termination is $36.37, the closing price on December 29, 2023, the last trading day of 2023. Values provided are stated before payment of applicable taxes. |

  118. Potential Payments upon Termination or Change in Control

    | (2) For purposes of valuing the stock options, we assumed the stock options were exercised on December 29, 2023. |

  119. Potential Payments upon Termination or Change in Control

    | (3) Due to Mr. Yates’ departure from the Company, he is not eligible to receive any payments upon a change in control under the plan. |

  120. Potential Payments upon Termination or Change in Control

    | (4) Amounts reflect performance restricted stock units issued at 100% of the targeted amount. |

  121. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our median employee (based on annual total compensation of our employees other than Mr. Pate) and the annual total compensation of William Pate, our Chief Executive Officer. The pay ratio calculated for 2023 by the Company is a reasonable estimate calculated in accordance with SEC rules and methods for disclosure. Due to estimates, assumptions, adjustments, and statistical sampling permitted under the rules, pay ratio disclosures may involve a degree of imprecision and may not be consistent with the methodologies incorporated by other companies. In 2023, Mr. Pate’s annual total compensation was $4,333,805 and the annual total compensation of our median employee (other than Mr. Pate) was $77,623, resulting in a ratio of 56:1. 2023 CEO Pay Ratio Methodology To determine our median employee in 2023, we identified approximately 1,793 employees (other than Mr. Pate) who were employed by the Company on December 31, 2023, and received a 2023 Form W-2 from the Company. To identify median employee total compensation and for purposes of determining the compensation paid to the employees under consideration, we used earnings subject to Medicare tax as reported in Box 5, “Medicare wages and tips,” on each employee’s 2023 Form W-2. We did not annualize the compensation of anyone who was employed by us for only part of the year. The Company determined that this method was the most straightforward, consistent, and administratively efficient way to base this analysis. Par Pacific generally does not employ seasonal or temporary workers; therefore, they did not have a significant impact on our employee population, or the median total compensation calculation and no annualizing adjustments were made by the Company. Par Pacific does not have any employees located in a jurisdiction outside the United States. Using this methodology, we determined the Company’s “median employee.” Once we made this determination, we then determined the median employee’s annual total compensation in the same manner that we determined the annual total compensation of our named executive officers for purposes of the Summary Compensation Table.