DEF 14A of Par Pacific Holdings, Inc.
Filed Mar 21, 2025 · FY20240001437749-25-008737
BOARD AND COMMITTEE ACTIVITY, STRUCTURE AND COMPENSATION
BOARD AND COMMITTEE ACTIVITY, STRUCTURE AND COMPENSATION During 2024, our Board of Directors held six meetings. All directors attended at least 75% of the total meetings of the Board and the committees on which they served. The Board has adopted committee charters and Corporate Governance Guidelines that, among other matters, describe the responsibilities and certain qualifications of our directors. Our committee charters, Corporate Governance Guidelines, and Code of Business Conduct are available on our website at www.parpacific.com. Copies may also be obtained by writing to our Corporate Secretary at our principal executive offices. There were five standing committees of the Board during 2024: the Audit Committee, the Compensation Committee, the Executive Committee, the Nominating and Corporate Governance Committee, and the Operations and Technology Committee. Committee membership and the functions of those committees are described below. In accordance with applicable SEC rules and regulations and NYSE listing standards, all of the directors who serve on the Audit, Compensation or Nominating and Corporate Governance Committees have been determined by the Board, in its business judgment, to be “independent” from the Company and its management. The chart below identifies directors who were members of each committee at the end of 2024, the number of meetings held by each committee during the year, the chairs of each committee and the Audit Committee financial experts.
BOARD AND COMMITTEE ACTIVITY, STRUCTURE AND COMPENSATION
| Name | Audit | Compensation | Nominating and Corporate Governance | Operations and Technology | Executive | | Robert Silberman | | | | | C | | Melvyn Klein* | | | C | | | | Curtis Anastasio | C, FE | | | | | | Timothy Clossey | | | | C | | | Philip Davidson | | | X | X | | | Katherine Hatcher | | C | | | | | Patricia Martinez | | X | | X | | | William Monteleone | | | | | X | | William Pate | | | | | X | | Eric Yeaman | X, FE | X | | | | | Aaron Zell | X, FE | | X | | | | 2024 Meetings | Five | Four | Four | Four | Four |
BOARD AND COMMITTEE ACTIVITY, STRUCTURE AND COMPENSATION
C = Committee Chair FE = Financial Expert X = Committee Member
BOARD AND COMMITTEE ACTIVITY, STRUCTURE AND COMPENSATION
| * Mr. Klein served on the Board until February 12, 2025. Mr. Silberman became Chairman of the Nominating and Corporate Governance Committee on February 21, 2025. |
BOARD AND COMMITTEE ACTIVITY, STRUCTURE AND COMPENSATION
Audit Committee. The current members of the Audit Committee are Curtis Anastasio (Chairman), Eric Yeaman, and Aaron Zell, and the committee met five times during 2024. Our Board of Directors has determined that all of the members of the committee are independent under the listing standards of the NYSE and the rules of the SEC, and that Messrs. Anastasio, Yeaman, and Zell are audit committee financial experts under the rules of the SEC. The committee operates under a written charter adopted by our Board of Directors. The committee assists the Board in overseeing (i) the integrity of Par Pacific’s financial statements, (ii) Par Pacific’s compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, (iv) the performance of Par Pacific’s internal auditors (or other personnel responsible for the internal audit function) and Par Pacific’s independent auditor, and (v) cybersecurity at Par Pacific. In so doing, it is the responsibility of the committee to maintain free and open communication between the directors, the independent registered public accounting firm and the financial management of Par Pacific. The committee has the sole authority to select, evaluate, appoint or replace the independent registered public accounting firm and has the sole authority to approve all audit engagement fees and terms. The committee pre-approves all permitted non-auditing services to be provided by the independent auditors; discusses with management and the independent auditors our financial statements and any disclosures and SEC filings relating thereto; reviews the integrity of our financial reporting process; establishes policies for the hiring of employees or former employees of the independent registered public accounting firm; and investigates any matters pertaining to the integrity of management. Compensation Committee. The current members of the Compensation Committee are Katherine Hatcher (Chairman), Patricia Martinez, and Eric Yeaman and the committee met four times during 2024. Our Board of Directors has determined that all of the members of the committee are independent under the listing standards of the NYSE and the rules of the SEC. Each of the members of the committee is considered to be a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The committee operates under a written charter under which the committee, among other things, has the following authority: (i) to review and approve Par Pacific’s goals relating to the chief executive officer’s compensation, evaluate the chief executive officer’s performance under those goals and set the chief executive officer’s compensation; (ii) to evaluate, review and approve the compensation structure and process for our other officers and the officers of our subsidiaries; (iii) to evaluate, review and recommend to our Board any changes to, or additional, stock-based and other incentive compensation plans; (iv) to engage independent advisors to assist the members of the committee in carrying out their duties; and (v) to recommend inclusion of the Compensation Discussion and Analysis in this proxy statement or our Annual Report on Form 10-K, as applicable.
THE BOARD’S INVOLVEMENT IN CEO AND SENIOR EXECUTIVE SUCCESSION PLANNING
| Name | Fees Earned or Paid in Cash ($) | Restricted Stock or Restricted Stock Unit Awards ($) (1) | Total ($) (2) | | Robert Silberman (3) | $205,000 | $160,000 | $365,000 | | Melvyn Klein (4) | $155,000 | $160,000 | $315,000 | | Curtis Anastasio | $110,000 | $100,000 | $210,000 | | Anthony Chase (3) (5) | $127,500 | $100,000 | $227,500 | | Timothy Clossey | $105,000 | $100,000 | $205,000 | | Philip Davidson | $90,000 | $100,000 | $190,000 | | Walter Dods (6) | $52,500 | $143,848 | $196,348 | | Katherine Hatcher | $101,250 | $100,000 | $201,250 | | Patricia Martinez | $93,750 | $100,000 | $193,750 | | William Pate (3) (7) | $57,500 | $50,000 | $107,500 | | Eric Yeaman (8) | $48,750 | $50,000 | $98,750 | | Aaron Zell | $97,500 | $100,000 | $197,500 |
Our Philosophy on Executive Compensation
Our Philosophy on Executive Compensation Our compensation philosophy is to provide competitive compensation packages that attract, retain, and motivate talented executives and managers while aligning the interests of management and our stockholders. To this end, our compensation for 2024 reflected the Company’s financial, operational performance and safety results. Our compensation programs are generally structured to provide a balanced portfolio of both cash and equity compensation elements. Going forward, we expect that our overall compensation will involve multiple elements to deliver a total package, including cash and equity compensation components and incentives, to increase stockholder value. In addition, the Committee has and will retain discretion to adjust as necessary to balance the overall performance of the Company and the individual performance of our executive officers such that we maintain a “pay-for-performance” philosophy. The Committee generally applies its compensation philosophy and policies consistently in determining the compensation of each of our senior executive officers, while being mindful of individual differences such as experience, level of responsibility, potential contributions to future growth opportunities and individual performance, as well as the practical implications of arms-length negotiations at the time each executive officer is hired or promoted. Greater relative percentages of potential compensation are at risk for the most senior executive officers to reflect their respective areas and levels of responsibility for the Company’s performance. The Committee may review salaries or grant long-term incentive awards at other times during the year because of new appointments or promotions, or for retention or other strategic reasons. The Committee does not time the grants of long-term incentive awards around Par Pacific’s release of undisclosed material information. We engage in stockholder, stakeholder, and proxy advisor outreach to solicit input on our compensation programs, including participation of our Board and/or members of our senior management team. Our compensation philosophy is informed by these discussions.
Consideration of Say-on-Pay Results
| • | Reviews market data to assess the competitiveness of the Company’s compensation policies; |
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 |
Benchmarking Executive Compensation
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
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 all of the companies included in the prior year peer group and added one additional company to the peer group. NuStar Energy, L.P. is included in our peer group for the period of time prior to May 2024 when it was acquired by Sunoco LP. Sunoco LP continues to remain in our peer group. Arko Corp., a specialty retailer that operates convenience stores and sells fuel, was added to our peer group. Since Vertex Energy, Inc. emerged from Chapter 11 bankruptcy as a privately held company on January 21, 2025, we no longer expect them to be included in our peer group. Our peer group had median annual revenues of approximately $5.0 billion and median market capitalization of approximately $1.6 billion as of December 31, 2024. The following table identifies the peer group companies along with their respective GICS sub-industry classifications:
Customized Peer Group
| Company Name | GICS Sub-Industry | | Arko Corp. | Specialty Stores | | Calumet, Inc. | Oil and Gas Refining and Marketing | | Casey’s General Stores, Inc. | Food Retail | | CrossAmerica Partners LP | Oil and Gas Storage and Transportation | | CVR Energy, Inc. | Oil and Gas Refining and Marketing | | Darling Ingredients Inc. | Agricultural Products | | Delek U.S. Holdings, Inc. | Oil and Gas Refining and Marketing | | Green Plains Inc. | Oil and Gas Refining and Marketing | | NuStar Energy, L.P.* | Oil and Gas Refining and Marketing | | Parkland Corporation | Oil and Gas Refining and Marketing | | Stepan Company | Specialty Chemicals | | Sunoco LP | Oil and Gas Refining and Marketing | | Tronox Holdings PLC | Commodity Chemicals | | Vertex Energy, Inc.** | Oil and Gas Refining and Marketing | | Par Pacific Holdings, Inc. | Oil and Gas Refining and Marketing |
Customized Peer Group
| * NuStar Energy, L.P. was acquired by Sunoco LP in May 2024. The revenue and assets for NuStar Energy, L.P. reflect the most recently reported results prior to the acquisition. |
Customized Peer Group
| ** Vertex Energy, Inc. filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code on September 24, 2024 and emerged a privately-held company on January 21, 2025. |
Customized Peer Group
The peer group above was used to benchmark 2024 total compensation levels of our senior executive officers and provide a framework for 2025 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.
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 |
OVERVIEW OF COMPENSATION ELEMENTS
| • | Long-term incentive awards: Variable compensation payable in time-vested and/or performance-based shares of restricted stock, restricted stock units and/or stock options. |
Determination of 2024 Compensation
| • | Develop and implement retail growth strategies to enhance long term retail brand value; |
2024 Annual Incentive Plan
2024 Annual Incentive Plan The 2024 annual incentive plan had the following objectives:
2024 Annual Incentive Plan
| • | To incentivize our executive officers to achieve key financial, operational, and individual performance goals; |
2024 Annual Incentive Plan
| • | To create and sustain employee ownership in and financial rewards tied to the Company’s success; |
2024 Annual Incentive Plan
| • | To create alignment with critical success factors and core values of safety and environmental accountability; and |
2024 Annual Incentive Plan
| • | To recognize the importance of operational reliability in the Company’s financial success. |
2024 Annual Incentive Target Opportunity
2024 Annual Incentive Target Opportunity
2024 Annual Incentive Target Opportunity
| Named Executive Officer | Annual Incentive Target Opportunity (% of Base Salary) | | William Pate* | 100.0% | | William Monteleone** | 100.0% | | Richard Creamer | 80.0% | | Shawn Flores | 85.0% | | Jeffrey R. Hollis | 70.0% | | Terrill Pitkin | 60.0% |
2024 Annual Incentive Target Opportunity
* Mr. Pate retired as Chief Executive Officer effective April 30, 2024. ** Mr. Monteleone was appointed Chief Executive Officer effective April 30, 2024. Based on achieved individual performance, a Named Executive Officer may earn between 0% and 140% of their annual incentive target.
2024 Annual Performance Measures and Achieved Performance
2024 Annual Performance Measures and Achieved Performance The Compensation Committee approved the following individual and group performance components for the 2024 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.
2024 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, 2024. 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 2024, the Adjusted EBITDA component was 16.4% as a result of the Company’s 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 re- sults 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 2024, the Modified Free Cash Flow component was 7.5% as a result of the Company’s financial results. |
2024 Annual Performance Measures and Achieved Performance
| Performance Measure | Description | | Group Performance Component | The Group performance component for the Named Executive Officers, except the Executive Vice President, Refining and Logistics and Senior Vice President, Planning & Commercial, was measured based on (i) refining and logistics group performance (weighted 40%), (ii) retail group performance (weighted 25%), (iii) cost measurement information systems (weighted 10%), (iv) commercial group performance (weighted 15%), and (v) renewable group performance (weighted 10%). The Group performance component for the Executive Vice President, Refining and Logistics was measured based on 30% of the weighted average of the Group performance component for the other Named Executive Officers and 70% of the Group performance component for Refining and Logistics. The Group performance component for Refining and Logistics was measured based on an average of (i) Hawaii refining group performance, (ii) Hawaii logistics group performance, (iii) Washington refining and logistics group performance, (iv) Wyoming refining group performance, (v) Montana refining group performance, and (vi) Wyoming and Montana logistics group performance. The Group performance component for the Senior Vice President, Planning & Commercial was measured based on 30% of the weighted average of the Group performance component for the other Named Executive Officers and 70% of the Group performance component for Commercial. The Group performance component for Commercial was measured based on the Commercial’s group performance. | | 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. |
2024 Annual Performance Measures and Achieved Performance
| • | Group Metric = Adjusted EBITDA Component (16.4%) + Modified Free Cash Flow Component (7.5%) + Group Performance Component (41.6% to 45.4%). |
2024 Annual Performance Measures and Achieved Performance
| • | Individual Metric = Individual Performance Component (0% to 140%) |
2024 Annual Performance Measures and Achieved Performance
The amount of each named executive officer’s bonus was then determined by the following formula:
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 2024 performance for Named Executive Officers were as follows:
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) | 2024 Non-Equity Incentive Award ($) | | William Pate (1) | $795,000 | 65.7% | 0% | 100.0% | $0 | | William Monteleone (2) | $750,000 | 65.7% | 100% | 100.0% | $492,750 | | Richard Creamer (3) (4) | $500,000 | 67.3% | 110% | 80.0% | $295,951 | | Shawn Flores | $425,000 | 65.7% | 100% | 85.0% | $237,341 | | Jeffrey R. Hollis | $420,000 | 65.7% | 100% | 70.0% | $193,158 | | Terrill Pitkin (3) (5) | $350,000 | 69.3% | 100% | 60.0% | $145,488 |
Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric
| (1) Mr. Pate retired as Chief Executive Officer effective April 30, 2024. Mr. Pate’s individual metric is 0% dues to his retirement. |
Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric
| (2) Mr. Monteleone was appointed Chief Executive Officer effective April 30, 2024. |
Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric
| (3) Messrs. Creamer and Pitkin each received a 2024 Non-Equity Incentive Award rounded up or down at the discretion of the Compensation Committee. |
Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric
| (4) Mr. Creamer’s Group Metric is based on 30% of the weighted average of the Group performance component for the other Named Executive Officers and 70% of the Group performance component for Refining and Logistics. |
Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric
| (5) Mr. Pitkin’s Group Metric is based on 30% of the weighted average of the Group performance component for the other Named Executive Officers and 70% of the Group performance component for Commercial. |
Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric
In February 2025, the Committee confirmed the cash incentive awards for 2024 performance in accordance with the bonus formula above as part of the annual compensation process. These awards were paid in the first quarter of 2025. 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.
Long-Term Incentive Plan
Long-Term Incentive Plan During 2024, the Committee granted three types of long-term incentive awards to our Named Executive Officers: restricted stock, performance restricted stock units, and options. 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. Additionally, the Committee determined the size of the equity grant for the newly appointed CEO based on its evaluation of competitive market data, the Company’s operating and financial performance, and the strategic importance of retaining and incentivizing leadership during the transition.
Restricted Stock
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 2024:
Restricted Stock
| Named Executive Officer | Restricted Stock Award ($) | Shares of Common Stock (#) | | William Pate (1) | $— | — | | William Monteleone | $1,406,771 | 35,988 | | Richard Creamer | $330,037 | 8,443 | | Shawn Flores | $250,020 | 6,396 | | Jeffrey R. Hollis | $195,020 | 4,989 | | Terrill Pitkin | $219,490 | 5,615 |
Restricted Stock
| (1) Mr. Pate retired as Chief Executive Officer effective April 30, 2024. Mr. Pate did not receive a restricted stock award in 2024 due to his retirement. |
Stock Options
Stock Options The Committee believes that the grant of stock options awards effectively aligns the interests of our Named Executive Officers with the interests of our stockholders as such awards incentivize our Named Executive Officers to enhance share price over the long-term. In 2024, the Committee approved a supplemental one-time grant of 350,000 nonqualified stock options to Mr. Monteleone in connection with his promotion to CEO. The exercise price of the 10-year options is $30.80, our closing stock price on the date of grant, and the options cliff vest on April 30, 2029 based on continued employment.
Performance-Based Restricted Stock Units
Performance-Based Restricted Stock Units In 2024, the Committee approved the grant of performance restricted stock units to our Named Executive Officers. These grants are earned based on a payout matrix determined by the Committee that is based on three-year aggregate Adjusted EBITDA as a percentage of budged Adjusted EBITDA and total shareholder return as a percentage of the average total shareholder return of a designated peer group. The Committee believes that the grant of performance restricted stock units effectively aligns the interests of our Named Executive Officers with the interests of our stockholders because the grants encourage achievement of financial and total stock performance goals that help to create stockholder value. If threshold performance goals are not achieved, none of the target amount of restricted stock units may be issued. If threshold performance goals are exceeded, up to 200% of the targeted amount of restricted stock units may be issued.
Performance-Based Restricted Stock Units
| Named Executive Officer | PSU Award Value ($) (1) | PSUs Awarded (#) (1) | | William Pate (2) | $— | — | | William Monteleone | $625,010 | 15,989 | | Richard Creamer | $330,037 | 8,443 | | Shawn Flores | $250,020 | 6,396 | | Jeffrey R. Hollis | $195,020 | 4,989 | | Terrill Pitkin | $219,490 | 5,615 |
Performance-Based Restricted Stock Units
| (1) The value of the restricted stock units was determined by the Board of Directors, upon recommendation of the Compensation Committee, on February 23, 2024, based on the NYSE closing price of our stock on such date. |
Performance-Based Restricted Stock Units
| (2) Mr. Pate retired as Chief Executive Officer effective April 30, 2024. Mr. Pate’s did not receive a performance-based restricted stock unit award in 2024 due to his retirement. |
CEO Compensation
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 restricted stock, stock options, and performance-based restricted stock unit compensation is structured to be materially higher than the other named executive officers.
Determining Benefit Levels
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.
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 2024. 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.
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:
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 |
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 Termination. |
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:
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; |
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 |
Severance Plan for Senior Officers
| • | Accelerated vesting of the executive’s outstanding unvested equity awards. |
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.”
Return and/or Forfeiture of Performance-Based Payments or Awards
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.
Timing of Equity Awards
Timing of Equity Awards The Compensation Committee is responsible for granting equity awards to align executive compensation with long-term shareholder interests. The committee follows a structured approach to the timing and pricing of equity grants to ensure consistency and transparency. Equity awards, including stock options, restricted stock, and performance stock units, are typically granted at the first Compensation Committee meeting of the year, subject to approval of the Board of Directors. The grant date is the date of this meeting, and the fair market value is based on the closing stock price on that date. In addition to the annual grants, stock awards may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. Equity awards to newly hired executives are approved by the Compensation Committee at the first regularly scheduled meeting following the executive’s start date. The grant date is the date of this meeting, and the fair market value is based on the closing stock price on the executive’s start date. When an executive is promoted, the Compensation Committee may grant additional equity awards, effective as of the committee’s approval date and the fair market value is based on the closing stock price on such date. The company does not time or structure equity grants in coordination with the release of material non-public information (MNPI) or for the purpose of affecting the value of executive compensation. To maintain consistency and prevent potential manipulation, the Company prohibits “spring-loading” and “bullet-dodging” in equity grant practices. 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, 2024.
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED
DECEMBER 31, 2024, 2023, AND 2022
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Nonequity incentive plan compensation ($) (2) | All Other Compensation ($) (3) (4) (5) | Total ($) | | | 2024 | $357,154 | $— | $49,991 | $— | $— | $13,161,030 | $13,568,175 | | William Pate – Former Chief Executive Officer (6) | 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 | | | 2024 | $662,746 | $— | $2,031,781 | $6,556,270 | $492,750 | $71,964 | $9,815,511 | | William Monteleone – President and Chief Executive Officer | 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 | | | 2024 | $488,462 | $— | $660,074 | $— | $295,951 | $20,700 | $1,467,774 | | 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 | | Shawn Flores – Senior Vice President, Chief Financial Officer (7) | 2024 | $420,192 | $— | $500,039 | $— | $237,341 | $20,700 | $1,178,272 | | | 2023 | $387,423 | $— | $461,990 | $— | $400,000 | $21,556 | $1,270,969 | | Jeffrey R. Hollis – Senior Vice President, General Counsel, and Secretary (7) | 2024 | $414,231 | $— | $390,040 | $— | $193,158 | $14,185 | $1,011,614 | | | 2023 | $374,490 | $— | $455,014 | $— | $400,000 | $13,520 | $1,243,024 | | Terrill Pitkin – Senior Vice President, Commercial & Planning (8) | 2024 | $346,154 | $— | $438,981 | $— | $145,488 | $20,700 | $953,852 |
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, 2024, 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.
Pay Versus Performance
| | Summary Compensa- tion Table | | Compensa- | | Average | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Total for PEO for President and CEO William Monteleone | Summary Compensation Table Total for PEO for former CEO William Pate | tion Actually Paid to PEO for President and CEO William Monteleone | Compensation Actually Paid to PEO for former CEO William Pate | Summary Compensa- tion Table Total for Non-PEO NEOs | Average Compensa- tion Actually Paid to Non- PEO NEOs | Total Share- holder Return | Peer Group Total Shareholder Return | Net Income (000’s) | Modified Free Cash Flow per Share (Non- GAAP) | | | (1)(2) | | (1)(2) | | (1)(3) | (1)(3) | (4) | (4) | (5) | (6) | | 2024 | $9,815,511 | $13,568,175 | $3,140,696 | $15,595,901 | $1,152,878 | $487,368 | $70.52 | $119.78 | $(33,322) | $0.63 | | 2023 | (1) | $4,333,805 | (1) | $10,918,980 | $1,646,261 | $2,393,628 | $156.50 | $141.06 | $728,642 | $9.21 | | 2022 | (1) | $5,058,869 | (1) | $9,484,571 | $1,171,608 | $1,165,709 | $100.04 | $129.46 | $364,189 | $8.70 | | 2021 | (1) | $3,542,686 | (1) | $4,403,028 | $1,151,037 | $1,358,857 | $70.96 | $111.33 | $(81,297) | $0.38 | | 2020 | (1) | $2,057,996 | (1) | $(804,782) | $943,465 | $251,535 | $60.15 | $89.94 | $(409,086) | $(4.69) |
Pay Versus Performance
| (1) NEOs included in these columns reflect the following: |
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2024 | Mr. Pate and Mr. Monteleone* | Messrs. Creamer, Flores, Hollis, and Pitkin | | 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 |
Pay Versus Performance
| * Two individuals served as PEO during 2024. Mr. Pate served as PEO until his retirement as Chief Executive Officer effective April 30, 2024. Mr. Monteleone served as PEO upon his appointment as President and Chief Executive Officer effective April 30, 2024. |
Pay Versus Performance
| (2) Amounts reflect the total compensation for our PEOs, as reported in the Summary Compensation Table for each applicable year. |
Pay Versus Performance
| (3) Amounts reflect the total compensation for our NEO, as reported in the Summary Compensation Table for each applicable year. The Average of other non-CEO NEOs for all years reflects average Target Total Pay for NEOs not serving as CEO at any time during the year. |
Summary Compensation Table Total for PEO
Summary Compensation Table Total for PEO
Summary Compensation Table Total for PEO
| | | Less: | Add: | Add: | Add: | Less: | | | | | | | Year over | | | | | | | | Fair Value | Year Change | Year over | | | | | | | of Equity | in Fair Value | Year Change | Fair Value of | | | | Summary | Grant Date | Awards | of Equity | in Fair Value | Equity Awards | | | | Compensa- | Fair Value | granted in | Awards | of Unvested | Failing to | Compensa- | | | tion Table | of Equity | the Fiscal | Vested in the | Equity Awards | Meet Vesting | tion Actually | | Year | total for PEO | Awards* | Year** | Fiscal Year*** | Vested** | Conditions**** | Paid for PEO | | William Monteleone (President and Chief Executive Officer) | | | | | | | | | 2024 | $9,815,511 | $8,588,051 | $3,459,403 | $235,350 | $(1,781,517) | $— | $3,140,696 | | William Pate (Former CEO) | | | | | | | | | 2024 | $13,568,175 | $49,991 | $38,238 | $2,039,479 | $— | $— | $15,595,901 | | 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) |
Summary Compensation Table Total for NEOs (other than PEO)
Summary Compensation Table Total for NEOs (other than PEO)
Summary Compensation Table Total for NEOs (other than PEO)
| | | Less: | Add: | Add: | Add: | Less: | | | | | | | Year over | | | | | | Summary | | Fair Value | Year Change | Year over | | | | | Compensa- | | of Equity | in Fair Value | Year Change | Fair Value of | Compensa- | | | tion Table | Grant Date | Awards | of Equity | in Fair Value | Equity Awards | tion Actually | | | total for | Fair Value | granted in | Awards | of Unvested | Failing to | Paid for NEOs | | | NEOs (other | of Equity | the Fiscal | Vested in the | Equity Awards | Meet Vesting | (other than | | Year | than PEO) | Awards* | Year** | Fiscal Year*** | Vested** | Conditions**** | PEO) | | 2024 | $1,152,878 | $497,284 | $208,505 | $4,128 | $(380,859) | $— | $487,368 | | 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 |
Summary Compensation Table Total for NEOs (other than PEO)
| * Sum of Stock Awards and Option Awards from Summary Compensation Table. |
Summary Compensation Table Total for NEOs (other than PEO)
| ** Fair value calculated as of the year end. |
Summary Compensation Table Total for NEOs (other than PEO)
| *** Fair value calculated as of the vesting date. |
Summary Compensation Table Total for NEOs (other than PEO)
| **** Fair value at the end of the prior year. |
Summary Compensation Table Total for NEOs (other than PEO)
| (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, 2024, 2023, 2022, 2021, and 2020. |
Summary Compensation Table Total for NEOs (other than PEO)
| | Prior Peer Group Total Shareholder Return | Current Peer Group Total Shareholder Return | | 2024 | $119.71 | $119.78 | | 2023 | $140.49 | $141.08 | | 2022 | $127.97 | $129.47 | | 2021 | $109.85 | $111.33 | | 2020 | $88.27 | $89.94 |
Summary Compensation Table Total for NEOs (other than PEO)
| (5) Amounts reflect the Company’s net income as reported in our audited financial statements for the applicable year. |
Summary Compensation Table Total for NEOs (other than PEO)
| (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. |
Discussion and Analysis
| (1) Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Cumulative TSR of Company and the Peer Group |
Compensation Actually Paid vs. TSR Performance
Compensation Actually Paid vs. TSR Performance
Compensation Actually Paid vs. TSR Performance
| (2) Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Net Income (Loss) |
Compensation Actually Paid vs. TSR Performance
The graph below illustrates the trend in “compensation actually paid” over the five years to our GAAP Net Income (Loss). This illustrates that from 2021 to 2024 compensation moved in alignment with net income, increasing as net income increased and decreasing as net income decreased with the exception of compensation for Mr. Pate in 2024 as more fully described in Board’s Leadership Structure and Strong Independent Oversight section.
Compensation Actually Paid vs. Net Income (Loss)
Compensation Actually Paid vs. Net Income (Loss)
Compensation Actually Paid vs. Net Income (Loss)
| (3) Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Non-GAAP Modified Free Cash Flow per Share |
Compensation Actually Paid vs. Net Income (Loss)
The graph below illustrates the trend in “compensation actually paid” over the five 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 outstanding 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 and in 2024 compensation decreased and moved in alignment with Modified Free Cash Flow per share as it decreased with the exception of compensation for Mr. Pate in 2024 as more fully described in Board’s Leadership Structure and Strong Independent Oversight section.
Compensation Actually Paid vs. Modified FCF Per Share (non-GAAP)
Compensation Actually Paid vs. Modified FCF Per Share (non-GAAP)
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| | | | Option Awards | | | | | | Stock Awards | | | Name | Grant date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive play 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 (9) | 10/5/2024(2) | — | — | — | $— | — | 1,318 | $21,602 | — | $— | | | 7/5/2024(2) | — | — | — | $— | — | 1,015 | $16,636 | — | $— | | | 2/18/2022(3) | 326,056 | — | — | $14.91 | 2/18/30 | — | $— | — | $— | | | 2/19/2021(3) | 158,898 | — | — | $16.52 | 2/19/29 | — | $— | — | $— | | | 2/21/2020(3) | 100,355 | — | — | $19.73 | 2/20/28 | — | $— | — | $— | | | 2/26/2019(3) | 104,400 | — | — | $17.00 | 2/25/27 | — | $— | — | $— | | | 2/27/2018(3) | 100,346 | — | — | $17.34 | 2/26/26 | — | $— | — | $— | | | 10/12/2015(4) | 150,000 | — | — | $21.44 | 10/11/25 | — | $— | — | $— | | William Monteleone | 4/30/2024(5) | — | 350,000 | — | $30.80 | 4/30/34 | — | $— | — | $— | | | 2/23/2024(6) | — | — | — | $— | — | — | $— | 15,989 | $262,060 | | | 2/23/2024(7) | — | — | — | $— | — | 35,989 | $589,860 | — | $— | | | 2/16/2023(6) | — | — | — | $— | — | — | $— | 18,202 | $298,331 | | | 2/16/2023(7) | — | — | — | $— | — | 12,134 | $198,876 | — | $— | | | 2/18/2022(8) | 33,400 | 33,401 | — | $14.91 | 2/18/30 | — | $— | — | $— | | | 2/18/2022(7) | — | — | — | $— | — | 5,567 | $91,243 | — | $— | | | 2/19/2021(8) | 45,218 | 15,073 | — | $16.52 | 2/19/29 | — | $— | — | $— | | | 2/19/2021(8) | — | — | — | $— | — | 4,552 | $74,607 | — | $— | | | 2/21/2020(8) | 48,657 | — | — | $19.73 | 2/20/28 | — | $— | — | $— | | | 2/26/2019(8) | 50,625 | — | — | $17.00 | 2/25/27 | — | $— | — | $— | | | 2/27/2018(8) | 48,659 | — | — | $17.34 | 2/26/26 | — | $— | — | $— | | Richard Creamer | 2/23/2024(6) | — | — | — | $— | — | — | $— | 8,443 | $138,381 | | | 2/23/2024(7) | — | — | — | $— | — | 8,443 | $138,831 | — | $— | | | 2/16/2023(6) | — | — | — | $— | — | — | $— | 10,703 | $175,422 | | | 2/16/2023(7) | — | — | — | $— | — | 7,134 | $116,926 | — | $— | | | 4/25/2022(8) | — | — | — | $— | — | 8,591 | $140,806 | — | $— |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| | | | Option Awards | | | | | | Stock Awards | | | Name | Grant date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive play awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | 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) | | Shawn Flores | 2/23/2024(6) | — | — | — | $— | — | — | $— | 6,396 | $104,830 | | | 2/23/2024(7) | — | — | — | $— | — | 6,396 | $104,830 | — | $— | | | 2/16/2023(6) | — | — | — | $— | — | — | $— | 8,409 | $137,824 | | | 2/16/2023(7) | — | — | — | $— | — | 5,606 | $91,882 | — | $— | | | 2/18/2022(8) | — | — | — | $— | — | 3,354 | $54,972 | — | $— | | | 7/29/2021(8) | — | — | — | $— | — | 3,842 | $62,970 | — | $— | | | 2/19/2021(8) | — | — | | $— | — | 1,565 | $25,650 | — | $— | | Jeffrey R. Hollis | 2/23/2024(6) | — | — | — | $— | — | — | $— | 4,989 | $81,770 | | | 2/23/2024(7) | — | — | — | $— | — | 4,989 | $81,770 | — | $— | | | 2/16/2023(6) | — | — | — | $— | — | — | $— | 8,282 | $135,742 | | | 2/16/2023(7) | — | — | — | $— | — | 5,520 | $90,473 | — | $— | | | 2/18/2022(8) | — | — | — | $— | — | 3,689 | $60,463 | — | $— | | | 2/19/2021(8) | — | — | — | $— | — | 1,117 | $18,308 | — | $— | | Terrill Pitkin | 2/23/2024(6) | — | — | — | $— | — | — | $— | 5,615 | $92,030 | | | 2/23/2024(7) | — | — | — | $— | — | 5,615 | $92,030 | — | $— | | | 2/16/2023(7) | — | — | — | $— | — | 2,854 | $46,777 | — | $— | | | 2/18/2022(8) | — | — | — | $— | — | 3,689 | $60,463 | — | $— | | | 2/19/2021(8) | — | — | — | $— | — | 1,893 | $31,026 | — | $— |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (1) Market value based on closing price of $16.39 on December 31, 2024, the last trading day of 2024. The value is stated before payment of applicable taxes. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (2) Award has a one-year vesting period. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (3) Award vested on May 1, 2024 in connection with Mr. Pate’s retirement as Chief Executive Officer. The option terminates immediately prior to the eighth anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (4) Award vested on October 12, 2020. The option terminates immediately prior to the fifth anniversary of the vesting date. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (5) Award cliff vests on April 30, 2029. The option terminates immediately prior to the fifth anniversary of the vesting date. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (6) Award cliff vests at the end of three years at levels between 0% to 200% based certain financial and total stock performance goals. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (7) Award has a three-year ratable vesting schedule with one-third of each award vesting each year on the anniversary of the grant. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (8) Award has a four-year ratable vesting schedule with one-fourth of each award vesting each year on the anniversary of the grant. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (9) Mr. Pate retired as Chief Executive Officer effective April 30, 2024. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
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 2024:
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| | 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 (4) | 71,918 | $110,754 | 179,780 | $7,066,643 | | William Monteleone | 27,740 | $21,915 | 36,611 | $1,447,391 | | Richard Creamer | — | $— | 7,864 | $281,526 | | Shawn Flores | — | $— | 10,836 | $373,319 | | Jeffrey R. Hollis | — | $— | 6,420 | $254,843 | | Terrill Pitkin | — | $— | 6,305 | $249,753 |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (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. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (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. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (3) The reported value is determined by multiplying number of vested shares by the closing market price of the shares on the vesting date. If the vesting date falls on a non-business day, the reported value is determined using the closing market price of the shares on the last business day before the vesting date. The value is stated before payment of applicable taxes. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
| (4) Mr. Pate retired as Chief Executive Officer effective April 30, 2024. In connection with Mr. Pate’s retirement and his agreement to continue to serve as a member of the Board and the Executive committee, the Company vested (a) 47,890 shares of unvested restricted common stock, net of applicable taxes, and (b) 42,476 performance restricted stock units, net of applicable taxes. The value of the accelerated restricted common stock and performance restricted stock units was calculated based on the closing stock price of $39.09 per share on February 23, 2024. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
Employment Agreements. We have “at will” employment arrangements with the Named Executive Officers employed by the Company as of December 31, 2024. The material terms and conditions of each of the employment arrangements are summarized below. William Monteleone, President & Chief Executive Officer 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 prorated annual base salary in 2024 was $670,833. His salary was increased to $750,000 upon his appointment to Chief Executive Officer effective April 30, 2024. 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 2024 was $500,000. 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 2024 was $425,000. 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 will” employment arrangement with Jeffrey R. Hollis. Mr. Hollis’ annual base salary in 2024 was $420,000. 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. Terrill Pitkin, Senior Vice President, Planning & Commercial On October 28, 2014, we entered into an “at will” employment arrangement with Terrill Pitkin. Mr. Pitkin’s annual base salary in 2024 was $350,000. Mr. Pitkin is eligible to participate in any benefit plans that may be offered from time to time by us to our employees generally and in our 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following tables further describe the benefits and potential payments upon termination or a change in control for our Named Executive Officers as of December 31, 2024. Certain shares of restricted stock, options and performance restricted stock units granted to our Named Executive Officers under the 2012 Long-Term Incentive Plan will automatically vest in their entirety upon certain events such as a change of control or a termination of their employment due to death, disability or without cause. Our Named Executive Officers would be entitled to certain payments under our Severance Plan to the extent such payments are not set forth in their employment arrangement with us in the event of a termination of their employment due to death, disability, a change in control or termination without cause.
Potential Payments upon Termination or Change in Control
| Name (1)(2) | Termination For Good Reason ($) | For Cause Termination ($) | Involuntary Not for Cause Termination ($) | Death or Disability ($) | Retirement ($) | After a Change in Control ($) | | William Monteleone President | | | | | | | | Salary continuation | $750,000 | $— | $750,000 | $500,000 | $— | $1,500,000 | | Average 3-year bonus | $575,050 | $— | $575,050 | $575,050 | $— | $575,050 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $954,586 | $954,586 | $— | $954,586 | | Stock Options (Unvested and Accelerated) | $— | $— | $49,433 | $49,433 | $— | $49,433 | | Performance Restricted Stock Units (Unvested and Accelerated) (3) | $— | $— | $560,390 | $560,390 | $— | $560,390 | | Richard Creamer Executive Vice President, Refining and Logistics | | | | | | | | Salary continuation | $500,000 | $— | $500,000 | $333,333 | $— | $750,000 | | Average 3-year bonus | $541,822 | $— | $541,822 | $541,822 | $— | $541,822 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $396,114 | $396,114 | $— | $396,114 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | Performance Restricted Stock Units (Unvested and Accelerated) (3) | $— | $— | $313,803 | $313,803 | $— | $313,803 | | Shawn Flores Senior Vice President, Chief Financial Officer | | | | | | | | Salary continuation | $425,000 | $— | $425,000 | $283,334 | $— | $637,500 | | Average 3-year bonus | $318,671 | $— | $318,671 | $318,671 | $— | $318,671 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $340,306 | $340,306 | $— | $340,306 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | Performance Restricted Stock Units (Unvested and Accelerated) (3) | $— | $— | $242,654 | $242,654 | $— | $242,654 |
Potential Payments upon Termination or Change in Control
| Name (1)(2) | Termination For Good Reason ($) | For Cause Termination ($) | Involuntary Not for Cause Termination ($) | Death or Disability ($) | Retirement ($) | After a Change in Control ($) | | Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary | | | | | | | | Salary continuation | $420,000 | $— | $420,000 | $280,000 | $— | $630,000 | | Average 3-year bonus | $296,579 | $— | $296,579 | $296,579 | $— | $296,579 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $251,013 | $251,013 | $— | $251,013 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | Performance Restricted Stock Units (Unvested and Accelerated) (3) | $— | $— | $217,512 | $217,512 | $— | $217,512 | | Terrill Pitkin Senior Vice President, Planning & Commercial | | | | | | | | Salary continuation | $350,000 | $— | $350,000 | $233,334 | $— | $525,000 | | Average 3-year bonus | $145,488 | $— | $145,488 | $145,488 | $— | $145,488 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $230,296 | $230,296 | $— | $230,296 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | Performance Restricted Stock Units (Unvested and Accelerated) (3) | $— | $— | $92,030 | $92,030 | $— | $92,030 |
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 2024 and that the price per share of our common stock on the date of termination is $16.39, the closing price on December 31, 2024, the last trading day of 2024. Values provided are stated before payment of applicable taxes. |
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 31, 2024. |
Potential Payments upon Termination or Change in Control
| (3) Amounts reflect performance restricted stock units issued at 100% of the targeted amount. |
Potential Payments upon Termination or Change in Control
Retirement Benefits William Pate retired as Chief Executive Officer effective April 30, 2024. In connection with his retirement and agreement to continue to serve as a member of the Board and the Executive committee, the Company accelerated the vesting of his unvested equity awards. The value of the accelerated restricted common stock, performance restricted stock units, and stock options was calculated based on the closing stock price of $39.09 per share on February 23, 2024, resulting in a total reported value of $9,120,181. Additionally, Mr. Pate’s option awards were modified to allow for the exercise period to extend through the original contractual term of each award resulting in a value of $3,191,740 computed in accordance with FASB ASC Topic 718.