DEF 14A of Par Pacific Holdings, Inc.
Filed Mar 20, 2026 · FY20250001437749-26-009219
Compensation Committee Interlocks and Insider Participation
| | Fees Earned or | Restricted Stock or Restricted Stock Unit | | | Name | Paid in Cash ($) | Awards ($) (1) | Total ($) (2) | | Robert Silberman (3) | $208,750 | $160,000 | $368,750 | | Melvyn Klein (4) | $38,750 | $91,074 | $129,824 | | Curtis Anastasio | $110,000 | $100,000 | $210,000 | | Timothy Clossey | $105,000 | $100,000 | $205,000 | | Philip Davidson | $97,500 | $100,000 | $197,500 | | Katherine Hatcher | $105,000 | $100,000 | $205,000 | | Patricia Martinez | $97,500 | $100,000 | $197,500 | | William Pate (3) (5) | $2,228,737 | $100,000 | $2,328,737 | | Eric Yeaman | $97,500 | $100,000 | $197,500 | | Aaron Zell | $97,500 | $100,000 | $197,500 |
STOCKHOLDER-FRIENDLY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM
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 2025 reflected the Company’s strong financial and operational performance. Our compensation programs are generally structured to provide a balanced mix 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 encourage the creation of 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 arm’s-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. Additionally, the Company maintains stock ownership guidelines applicable to its executive officers to further align the interests of management with those of stockholders. Under these guidelines, the Chief Executive Officer is expected to hold shares of common stock with a value equal to at least five times base salary, and the other Named Executive Officers are expected to hold shares of common stock equal to at least three times base salary. Named Executive Officers are expected to satisfy the applicable ownership requirement within five years and, until the guideline is met, are required to retain at least 50% of net shares received upon vesting of equity awards or exercise of stock options. In addition, directors and officers are prohibited from hedging common stock and from pledging common stock as collateral.
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 arm’s-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 Company’s recent growth, strategy, and competitors for talent. 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. Based on this review, the Committee retained all of the companies included in the prior year peer group except for Casey’s General Stores, Inc., Darling Ingredients Inc., Stepan Company, Tronox Holdings PLC, NuStar Energy, L.P., and Vertex Energy, Inc. NuStar Energy, L.P. was acquired by Sunoco LP in 2024. Sunoco LP continues to remain in our peer group. Vertex Energy, Inc. filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in 2024. Our peer group had median annual revenues of approximately $9.2 billion and median market capitalization of approximately $2.7 billion as of December 31, 2025. 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. | Materials | | Cabot Corporation | Materials | | Calumet, Inc. | Oil and Gas Refining and Marketing | | CrossAmerica Partners LP | Oil and Gas Storage and Transportation | | CVR Energy, Inc. | Construction and Engineering | | Delek U.S. Holdings, Inc. | Oil and Gas Refining and Marketing | | Global Partners LP | Machinery | | Green Plains Inc. | Machinery | | H.B. Fuller Company | Specialty Chemicals | | HF Sinclair Corporation | Oil and Gas Refining and Marketing | | Koppers Holdings Inc. | Machinery | | Murphy USA Inc. | Automotive Retail | | Parkland Corporation | Oil and Gas Refining and Marketing* | | PBF Energy Inc. | Oil and Gas Refining and Marketing | | Sunoco LP | Oil and Gas Refining and Marketing | | World Kinect Corporation | Oil and Gas Refining and Marketing | | Par Pacific Holdings, Inc. | Oil and Gas Refining and Marketing |
Customized Peer Group
| * Parkland Corporation was acquired by Sunoco LP in November 2025. The revenue and assets for Parkland Corporation reflect the most recently reported results prior to the acquisition. |
Customized Peer Group
The peer group above was used to benchmark 2025 total compensation levels of our senior executive officers and provide a framework for 2026 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 other equity awards) 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 2025 Compensation
| • | Develop and implement retail growth strategies to enhance long-term value. |
2025 Annual Incentive Plan
2025 Annual Incentive Plan The 2025 annual incentive plan had the following objectives:
2025 Annual Incentive Plan
| • | To incentivize our executive officers to achieve key financial, operational, and individual performance goals; |
2025 Annual Incentive Plan
| • | To create and sustain employee ownership in and financial rewards tied to the Company’s success; |
2025 Annual Incentive Plan
| • | To create focus on critical success factors and core values; and |
2025 Annual Incentive Plan
| • | To innovate and execute successful practices and projects. |
2025 Annual Incentive Target Opportunity
2025 Annual Incentive Target Opportunity
2025 Annual Incentive Target Opportunity
| Named Executive Officer | Annual Incentive Target Opportunity (% of Base Salary) | | William Monteleone | 100.0% | | Richard Creamer | 85.0% | | Shawn Flores | 85.0% | | Jeffrey R. Hollis | 70.0% | | Terrill Pitkin | 65.0% |
2025 Annual Incentive Target Opportunity
Based on achieved individual performance, a Named Executive Officer may earn less than or greater than their annual incentive target.
2025 Annual Performance Measures and Achieved Performance
2025 Annual Performance Measures and Achieved Performance The Compensation Committee approved the following individual and group performance components for the 2025 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.
ANNUAL INCENTIVE PLAN
ANNUAL INCENTIVE PLAN
ANNUAL INCENTIVE PLAN
| Annual Incentive Plan Cash Bonus = Annual Base Salary x Target Percentage x Group Metric x Individual Metric |
INDIVIDUAL METRIC
| Name | Base Salary ($) | Group Metric (%) | Individual Metric (%) | Annual Incentive Plan Target (% of base salary) | 2025 Non-Equity Incentive Award ($) | | William Monteleone | $820,000 | 141.7% | 115% | 100.0% | $1,336,325 | | Richard Creamer (1) | $520,000 | 139.9% | 90% | 85.0% | $556,468 | | Shawn Flores | $465,000 | 141.7% | 107.5% | 85.0% | $602,117 | | Jeffrey R. Hollis | $435,000 | 141.7% | 107.5% | 70.0% | $463,870 | | Terrill Pitkin (2) | $375,000 | 146.7% | 110% | 65.0% | $393,455 |
INDIVIDUAL METRIC
| (2) For a definition of Adjusted EBITDA, please see “Results of Operations—Non-GAAP Performance Measures—Adjusted Net Income (Loss) and Adjusted EBITDA” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In determining Adjusted EBITDA performance for compensation, the impact of SRE benefits on Adjusted EBITDA is subject to a cap equal to the lesser of (i) the actual SRE benefit received or (ii) 25% of reported Adjusted EBITDA, calculated excluding the SRE benefit. Adjusted EBITDA can range between 0.00% and 200%. Achievement of budgeted Adjusted EBITDA results in an Adjusted EBITDA component of 25% of the Group Metric. This number is adjusted up or down to a maximum of 200% of target based on actual Adjusted EBITDA relative to budget. |
Long-Term Incentive Plan
Long-Term Incentive Plan During 2025, the Committee granted two types of long-term incentive awards to our Named Executive Officers: restricted stock and performance restricted stock units (“PSU”). The Committee determined the size of each equity grant to our Named Executive Officers based on our operating and financial performance, individual performance, and market data. The Committee believes that the grant of time-vested restricted stock encourages retention of our Named Executive Officers and aligns the interests of our Named Executive Officers with the interests of our stockholders in creating incentives for long-term value creation. Beginning in 2023, awards of restricted stock vest ratably over a three-year period. The Committee approved the following grants of restricted stock to our Named Executive Officers in 2025:
Long-Term Incentive Plan
| Named Executive Officer | Restricted Stock Award ($) | Shares of Common Stock (#) | | William Monteleone | $1,124,999 | 72,023 | | Richard Creamer | $399,997 | 25,608 | | Shawn Flores | $361,244 | 23,127 | | Jeffrey R. Hollis | $294,000 | 18,822 | | Terrill Pitkin | $279,301 | 17,881 |
Long-Term Incentive Plan
Performance Restricted Stock Units In 2025, the Committee approved the grant of PSUs to our Named Executive Officers to align our NEO’s long-term compensation interests with our stockholders’ long-term investment interests by conditioning payout of the awards. These grants are earned based on a payout matrix determined by the Committee that is based on three-year aggregate Adjusted EBITDA as a percentage of budgeted Adjusted EBITDA and TSR as a percentage of the average TSR of a designated peer group. The Committee believes that the grant of PSUs effectively aligns the interests of our Named Executive Officers with the interests of our stockholders because the grants encourage achievement of financial and total stock performance goals that help to create stockholder value. If threshold performance goals are not achieved, none of the target amount of restricted stock units may be issued. If threshold performance goals are exceeded, up to 200% of the targeted amount of restricted stock units may be issued.
Long-Term Incentive Plan
| Named Executive Officer | PSU Award Value ($) (1) | PSUs Awarded (#) (1) | | William Monteleone | $1,124,999 | 72,023 | | Richard Creamer | $399,997 | 25,608 | | Shawn Flores | $361,244 | 23,127 | | Jeffrey R. Hollis | $294,000 | 18,822 | | Terrill Pitkin | $279,301 | 17,881 |
Long-Term Incentive Plan
| (1) The value of the restricted stock units was determined by the Board, upon recommendation of the Compensation Committee, on February 21, 2025, based on the NYSE closing price of our stock on such date. |
Long-Term Incentive Plan
| Performance Period For Outstanding PSUs As of December 31, 2025 | | | | 2023 PSUs | 2024 PSUs | 2025 PSUs | | January 1, 2023 to December 31, 2025 | January 1, 2024 to December 31, 2026 | January 1, 2025 to December 31, 2027 |
Long-Term Incentive Plan
PSUs granted in 2024 and 2025 to our NEOs remain outstanding. See the “Grants of Plan-Based Awards in 2025 Table” and “Outstanding Equity Awards at Fiscal Year-End December 31, 2025” tables for additional information about these awards. The performance criteria applicable to the vesting of the 2023 PSUs are described below.
Long-Term Incentive Plan
| 2023 PSU Peer Group | | | | Calumet Specialty Products Partners, L.P. | Global Partners LP | Parkland Corporation(1) | | CVR Energy, Inc. | HF Sinclair Corp | PBF Energy | | Delek U.S. Holdings, Inc. | Marathon Petroleum | Vertex Energy, Inc.(2) |
Long-Term Incentive Plan
| (1) Parkland Corporation was acquired by Sunoco LP in November 2025. Parkland Corporation’s final closing price before being acquired was used in the calculation of the 2025 PSU TSR. |
Long-Term Incentive Plan
| (2) Vertex Energy, Inc. filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code on September 24, 2024, and emerged as a privately held company on January 21, 2025. Vertex Energy, Inc. remained in the peer group for the calculation of 2023 and 2024 PSU TSR and was replaced by Phillips 66 for calculation of 2025 PSU TSR. |
Long-Term Incentive Plan
| PSU TSR Calculation | Relative TSR | | (Ending Stock Price - Beginning Stock Price)(1)+ Cumulative Cash Dividends Beginning Stock Price(1) | Par Pacific TSR Average TSR of 2023 PSU Peer Group |
Long-Term Incentive Plan
| (1) Stock Price calculated as the average of each company’s closing share price for the twenty (20) trading days prior to the beginning and end of each year. |
Long-Term Incentive Plan
| Adjusted EBITDA (% of Budget) | | Reported Adjusted EBITDA (2023–2025)(1) Budgeted Adjusted EBITDA (2023–2025) |
Long-Term Incentive Plan
| (1) 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, 2025. In determining Adjusted EBITDA performance for the 2025 PSU calculation, the impact of SRE benefits on Adjusted EBITDA is subject to a cap equal to the lesser of (i) the dollar value of the SRE benefit, or (ii) 25% of the Company’s annual Adjusted EBITDA, calculated excluding the SRE benefit (such limitation, the “SRE Limitation”). |
Long-Term Incentive Plan
| | | Relative TSR | | | | | | | | 50% | 75% | 100% | 125% | 150% | | | 200% | 180% | 190% | 200% | 200% | 200% | | | 175% | 155% | 165% | 175% | 185% | 195% | | | 150% | 130% | 140% | 150% | 160% | 170%(1) | | Adjusted | 125% | 105% | 115% | 125% | 135% | 145% | | EBITDA | 100% | 80% | 90% | 100% | 110% | 120% | | (% of Budget)(2) | 75% | 55% | 65% | 75% | 85% | 95% | | | 50% | 30% | 40% | 50% | 60% | 70% | | | 25% | 5% | 15% | 25% | 35% | 45% | | | 0% | 0% | 0% | 0% | 0% | 0% |
Long-Term Incentive Plan
| (1) Payout for performance between percentiles is determined using linear interpolation. |
Long-Term Incentive Plan
| (2) Adjusted EBITDA reflects the SRE Limitation described above. |
Long-Term Incentive Plan
On February 19, 2026, the Committee approved the following with respect to the 2023 PSUs:
Long-Term Incentive Plan
| 2023 PSUs | Adjusted EBITDA (% of Budget)(1) | Relative TSR | Payout Percentage (% of Target) | | January 1, 2023 – December 31, 2025 | 137% | 158% | 157% |
Long-Term Incentive Plan
| (1) Adjusted EBITDA reflects the SRE Limitation described above. |
Long-Term Incentive Plan
Each NEO’s 2023 PSU target award was multiplied by the Payout Percentage shown in the table above, resulting in the following:
Long-Term Incentive Plan
| Name | PSU Award Value ($) (1) | PSUs Awarded (#) | Payout Percentage (%) | Performance- Adjusted PSUs (#) | PARR Closing Share Price on Vesting Date (2) | Payout ($) (2) | | William Monteleone | $500,009 | 18,202 | 157% | 28,577 | $42.86 | $1,224,810 | | Richard Creamer | $294,011 | 10,703 | 157% | 16,804 | $42.86 | $720,219 | | Shawn Flores | $230,995 | 8,409 | 157% | 13,202 | $42.86 | $565,838 | | Jeffrey R. Hollis | $227,507 | 8,282 | 157% | 13,003 | $42.86 | $557,309 | | Terrill Pitkin | $— | — | — | — | $42.86 | $— |
Long-Term Incentive Plan
| (1) PSU Award value based on closing price of $27.47 on the grant date of February 16, 2023. |
Long-Term Incentive Plan
| (2) Performance-Adjusted PSU Award vesting date was February 16, 2026. |
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 restricted stock and PSU 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”). Employee Stock Purchase Plan The primary purpose of the ESPP is to assist eligible employees in acquiring a stock ownership interest in the Company. Under the ESPP, eligible employees, including Named Executive Officers, may purchase Company stock at a discount of up to 15% off the fair market value on the purchase date. Perquisites The Company does not currently offer perquisites to its Named Executive Officers that are not available to other employees. Certain members of management and other employees periodically make use of a private jet card program for business travel.
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 2025. 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 cash 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 cash 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.”
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 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 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 Awarded Compensation (‘‘Clawback Policy’’)” below. Timing of Equity Awards The Compensation Committee is responsible for granting equity awards to align executive compensation with long-term stockholder 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 restricted stock units, are typically granted at the first Compensation Committee meeting of the year, subject to approval of the Board. 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. Compensation Committee 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 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, 2025.
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Nonequity incentive plan compensation ($) (2) | All Other Compensation ($) (3) (4) | Total ($) | | | 2025 | $806,731 | $— | $2,249,998 | $— | $1,336,325 | $21,000 | $4,414,054 | | William Monteleone | 2024 | $662,746 | $— | $2,031,781 | $6,556,270 | $492,750 | $71,964 | $9,815,511 | | –President and Chief Executive Officer | 2023 | $497,692 | $— | $1,000,018 | $— | $542,400 | $19,800 | $2,059,910 | | Richard Creamer | 2025 | $516,154 | $— | $799,994 | $— | $556,468 | $21,000 | $1,893,616 | | – Executive Vice President, | 2024 | $488,462 | $— | $660,074 | $— | $295,951 | $20,700 | $1,467,774 | | Refining and Logistics | 2023 | $436,154 | $— | $588,023 | $— | $600,000 | $19,815 | $1,643,992 | | Shawn Flores | 2025 | $457,308 | $— | $722,488 | $— | $602,117 | $21,000 | $1,802,913 | | – Senior Vice President, | 2024 | $420,192 | $— | $500,039 | $— | $237,341 | $20,700 | $1,178,272 | | Chief Financial Officer | 2023 | $387,423 | $— | $461,990 | $— | $400,000 | $21,556 | $1,270,969 | | Jeffrey R. Hollis | 2025 | $432,115 | $— | $588,000 | $— | $463,870 | $21,000 | $1,504,985 | | – Senior Vice President, | 2024 | $414,231 | $— | $390,040 | $— | $193,158 | $14,185 | $1,011,614 | | General Counsel, and Secretary | 2023 | $374,490 | $— | $455,014 | $— | $400,000 | $13,520 | $1,243,024 | | Terrill Pitkin | 2025 | $370,192 | $— | $558,602 | $— | $393,455 | $21,000 | $1,343,249 | | – Senior Vice President, Commercial & Planning(5) | 2024 | $346,154 | $— | $438,981 | $— | $145,488 | $20,700 | $953,852 |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
| (1) The amounts shown represent the aggregate grant date fair value for stock, option, and PSU awards granted to the Named Executive Officers pursuant to the 2012 Long-Term Incentive Plan computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 20 - Stockholders’ Equity” to our audited financial statements for the fiscal year ended December 31, 2025, included in our 2025 Annual Report on Form 10-K filed with the SEC on February 25, 2026. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
| (2) The Non-Equity Incentive compensation reported in this column was earned in fiscal years 2025, 2024, and 2023 and paid in fiscal years 2026, 2025, and 2024, respectively. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
| (3) All Other Compensation for Messrs. Monteleone, Creamer, Flores, Hollis, and Pitkin includes the Company’s matching contribution to such individual’s 401(k) plan in the amount of $21,000. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
| (4) In connection with a new PSU philosophy, which was updated to reflect and revise performance metrics following the acquisition of the Billings refinery and associated assets, 11,133 of Mr. Monteleone’s 2022 performance stock units were fully vested on February 23, 2024 at a value of $52,964. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
| (5) Mr. Pitkin became a named executive officer for the first time during 2024. |
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, 2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021. 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
| | | | | | Value of Initial Fixed | | | | | Year | Summary Com-pensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Stockholder Return | Peer Group Total Stockholder 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) | | William Monteleone | | | | | | | | | | 2025 | $4,414,054 | $13,810,289 | $1,636,191 | $2,901,231 | $251.36 | $178.58 | $367,088 | $7.98 | | 2024 | $9,815,511 | $3,140,696 | $1,152,878 | $487,368 | $117.24 | $183.32 | $(33,322) | $0.63 | | William Pate (Former CEO) | | | | | | | | | | 2024 | $13,568,175 | $15,595,901 | | | | | | | | 2023 | $4,333,805 | $10,918,980 | $1,646,261 | $2,393,628 | $260.16 | $205.89 | $728,642 | $9.21 | | 2022 | $5,058,869 | $9,484,571 | $1,171,608 | $1,165,709 | $166.31 | $173.41 | $364,189 | $8.70 | | 2021 | $3,542,686 | $4,403,028 | $1,151,037 | $1,358,857 | $117.95 | $130.58 | $(81,297) | $0.38 |
Pay Versus Performance
| (1) NEOs included in these columns reflect the following: |
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | Mr. Monteleone | Messrs. Creamer, Flores, Hollis, and Pitkin | | 2024 | Mr. Pate and Mr. Monteleone* | Messrs. Creamer, Flores, Hollis, and Pitkin | | 2023 | Mr. Pate | Messrs. Monteleone, Creamer, Flores, Hollis, and Yates | | 2021 – 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. |
Pay Versus Performance
| 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 Summary Compensation Table 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 | | | | | | | | | 2025 | $4,414,054 | $2,249,998 | $5,061,776 | $(34,463) | $6,618,920 | $— | $13,810,289 | | 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 |
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) | | 2025 | $1,636,191 | $667,271 | $1,501,146 | $9,201 | $421,964 | $— | $2,901,231 | | 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 |
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 Stockholder 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, 2025, 2024, 2023, 2022, and 2021. |
Summary Compensation Table Total for NEOs (other than PEO)
| | Prior Peer Group TSR | Current Peer Group TSR | | 2025 | $157.56 | $178.58 | | 2024 | $133.15 | $183.32 | | 2023 | $156.83 | $205.89 | | 2022 | $143.93 | $173.41 | | 2021 | $123.77 | $130.58 |
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. |
Summary Compensation Table Total for NEOs (other than PEO)
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.
Summary Compensation Table Total for NEOs (other than PEO)
| (1) Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Cumulative TSR of Company and the Peer Group |
Summary Compensation Table Total for NEOs (other than PEO)
The following graph illustrates the trend in “compensation actually paid” over the five 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 from 2022 to 2023 and in 2025 for the PEO and average NEOs. Our change in TSR performance was greater than our peer group’s change in TSR performance from 2024 to 2025.
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 2025 compensation moved in alignment with net income, increasing as net income increased and decreasing as net income decreased.
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 and in 2025 compensation increased and moved in alignment with Modified Free Cash Flow per share as it increased and average NEO 2024 compensation decreased and moved in alignment with Modified Free Cash Flow per share as it decreased in 2024.
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, 2025
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
| | | | Option Awards | | | | | | Stock Awards | | | Name | Grant date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | 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 | 2/21/2025(3) | — | — | — | $— | — | — | $— | 72,023 | $2,530,888 | | Monteleone | 2/21/2025(4) | — | — | — | — | — | 72,023 | $2,530,888 | — | $— | | | 4/30/2024(2) | — | 350,000 | — | $30.80 | 4/30/34 | — | $— | — | $— | | | 2/23/2024(3) | — | — | — | — | — | — | $— | 15,989 | $561,853 | | | 2/23/2024(4) | — | — | — | — | — | 23,992 | $843,079 | — | $— | | | 2/16/2023(3) | — | — | — | — | — | — | $— | 18,202 | $639,618 | | | 2/16/2023(4) | — | — | — | — | — | 6,067 | $213,194 | — | $— | | | 2/18/2022(5) | 50,100 | 16,701 | — | $14.91 | 2/18/30 | — | $— | — | $— | | | 2/18/2022(4) | — | — | — | — | — | 2,784 | $97,830 | — | $— | | | 2/19/2021(5) | 60,291 | — | — | $16.52 | 2/19/29 | — | $— | — | $— | | | 2/21/2020(5) | 48,657 | — | — | $19.73 | 2/20/28 | — | $— | — | $— | | Richard | 2/21/2025(3) | — | — | — | $— | — | — | $— | 25,608 | $899,865 | | Creamer | 2/21/2025(4) | — | — | — | $— | — | 25,608 | $899,865 | — | $— | | | 2/23/2024(3) | — | — | — | $— | — | — | $— | 8,443 | $296,687 | | | 2/23/2024(4) | — | — | — | $— | — | 5,629 | $197,803 | — | $— | | | 2/16/2023(3) | — | — | — | $— | — | — | $— | 10,703 | $376,103 | | | 2/16/2023(4) | — | — | — | $— | — | 3,567 | $125,344 | — | $— | | | 4/25/2022(5) | — | — | — | $— | — | 4,296 | $150,961 | — | $— | | Shawn | 2/21/2025(3) | — | — | — | $— | — | — | $— | 23,127 | $812,683 | | Flores | 2/21/2025(4) | — | — | — | $— | — | 23,127 | $812,683 | — | $— | | | 2/23/2024(3) | — | — | — | $— | — | — | $— | 6,396 | $224,755 | | | 2/23/2024(4) | — | — | — | $— | — | 4,264 | $149,837 | — | $— | | | 2/16/2023(3) | — | — | — | $— | — | — | $— | 8,409 | $295,492 | | | 2/16/2023(4) | — | — | — | $— | — | 2,803 | $98,497 | — | $— | | | 2/18/2022(5) | — | — | — | $— | — | 1,677 | $58,930 | — | $— |
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
| | | | Option Awards | | | | | | Stock Awards | | | Name | Grant date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | 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) | | Jeffrey R. | 2/21/2025(3) | — | — | — | $— | — | — | $— | 18,822 | $661,405 | | Hollis | 2/21/2025(4) | — | — | — | $— | — | 18,822 | $661,405 | — | $— | | | 2/23/2024(3) | — | — | — | $— | — | — | $— | 4,989 | $175,313 | | | 2/23/2024(4) | — | — | — | $— | — | 3,326 | $116,876 | — | $— | | | 2/16/2023(3) | — | — | — | $— | — | — | $— | 8,282 | $291,029 | | | 2/16/2023(4) | — | — | — | $— | — | 2,760 | $96,986 | — | $— | | | 2/18/2022(5) | — | — | — | $— | — | 1,845 | $64,833 | — | $— | | Terrill Pitkin | 2/21/2025(3) | — | — | — | $— | — | — | $— | 17,881 | $628,338 | | | 2/21/2025(4) | — | — | — | $— | — | 17,881 | $628,338 | — | $— | | | 2/23/2024(3) | — | — | — | $— | — | — | $— | 5,615 | $197,311 | | | 2/23/2024(4) | — | — | — | $— | — | 3,743 | $131,529 | — | $— | | | 2/16/2023(4) | — | — | — | $— | — | 1,427 | $50,145 | — | $— | | | 2/18/2022(5) | — | — | — | $— | — | 1,845 | $64,833 | — | $— |
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
| (1) Market value based on closing price of $35.14 on December 31, 2025, the last trading day of 2025. The value is stated before payment of applicable taxes. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
| (2) Award cliff vests on April 30, 2029. The option terminates immediately prior to the fifth anniversary of the vesting date. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
| (3) Award cliff vests at the end of three years at levels between 0% to 200% based on certain financial and total stock performance goals. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
| (4) Award has a three-year ratable vesting schedule with one-third of each award vesting each year on the anniversary of the grant. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
| (5) Award has a four-year ratable vesting schedule with one-fourth of each award vesting each year on the anniversary of the grant. |
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
Option Exercises and Stock Vested Table. The following table sets forth certain information regarding the exercise of options and the vesting of stock awards by each Named Executive Officer during 2025:
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) (1) | Value Realized on Exercise ($) (2) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (3) | | William Monteleone | 99,284 | $2,689,938 | 25,398 | $399,387 | | Richard Creamer | — | $— | 10,677 | $162,234 | | Shawn Flores | — | $— | 12,019 | $255,303 | | Jeffrey R. Hollis | — | $— | 7,384 | $116,621 | | Terrill Pitkin | — | $— | 7,036 | $110,978 |
Outstanding Equity Awards at Fiscal Year-End December 31, 2025
| (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, 2025
| (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, 2025
| (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, 2025
Employment Agreements. We have “at will” employment arrangements with the Named Executive Officers employed by the Company as of December 31, 2025. 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 annual base salary in 2025 was $820,000. 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 2025 was $520,000. 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 2025 was $465,000. 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’s annual base salary in 2025 was $435,000. 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 2025 was $375,000. Mr. Pitkin is eligible to participate in any benefit plans that may be offered from time to time by us to our employees generally and in our 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following tables further describe the benefits and potential payments upon termination or a change in control for our Named Executive Officers as of December 31, 2025. Certain shares of restricted stock, options and PSUs granted to our Named Executive Officers under the 2012 Long-Term Incentive Plan will automatically vest in their entirety upon certain events such as a change of control or a termination of their employment due to death, disability or without cause. Our Named Executive Officers would be entitled to certain payments under our Severance Plan to the extent such payments are not set forth in their employment arrangement with us in the event of a termination of their employment due to death, disability, a change in control or termination without cause.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name (1)(2) | Termination For Good Reason ($) | For Cause Termination ($) | Involuntary Not for Cause Termination ($) | Death or Disability ($) | Retirement ($) | After a Change in Control ($) | | William Monteleone President & Chief Executive Officer | | | | | | | | Salary continuation | $820,000 | $— | $820,000 | $546,667 | $— | $1,640,000 | | Average 3-year bonus | $790,492 | $— | $790,492 | $790,492 | $— | $790,492 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $3,684,991 | $3,684,991 | $— | $3,684,991 | | Stock Options (Unvested and Accelerated) | $— | $— | $1,856,861 | $1,856,861 | $— | $1,856,861 | | PSUs (Unvested and Accelerated) (3) | $— | $— | $3,732,360 | $3,732,360 | $— | $3,732,360 | | Richard Creamer Executive Vice President, Refining and Logistics | | | | | | | | Salary continuation | $520,000 | $— | $520,000 | $346,667 | $— | $780,000 | | Average 3-year bonus | $484,140 | $— | $484,140 | $484,140 | $— | $484,140 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $1,373,974 | $1,373,974 | $— | $1,373,974 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | PSUs (Unvested and Accelerated) (3) | $— | $— | $1,572,656 | $1,572,656 | $— | $1,572,656 | | Shawn Flores Senior Vice President, Chief Financial Officer | | | | | | | | Salary continuation | $465,000 | $— | $465,000 | $310,000 | $— | $697,500 | | Average 3-year bonus | $413,153 | $— | $413,153 | $413,153 | $— | $413,153 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $1,119,947 | $1,119,947 | $— | $1,119,947 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | PSUs (Unvested and Accelerated) (3) | $— | $— | $1,332,930 | $1,332,930 | $— | $1,332,930 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name (1)(2) | Termination For Good Reason ($) | 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 | $435,000 | $— | $435,000 | $290,000 | $— | $652,500 | | Average 3-year bonus | $352,343 | $— | $352,343 | $352,343 | $— | $352,343 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $940,100 | $940,100 | $— | $940,100 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | PSUs (Unvested and Accelerated) (3) | $— | $— | $1,127,748 | $1,127,748 | $— | $1,127,748 | | Terrill Pitkin Senior Vice President, Planning & Commercial | | | | | | | | Salary continuation | $375,000 | $— | $375,000 | $250,000 | $— | $562,500 | | Average 3-year bonus | $269,472 | $— | $269,472 | $269,472 | $— | $269,472 | | Restricted Stock (Unvested and Accelerated) | $— | $— | $874,845 | $874,845 | $— | $874,845 | | Stock Options (Unvested and Accelerated) | $— | $— | $— | $— | $— | $— | | PSUs (Unvested and Accelerated) (3) | $— | $— | $825,649 | $825,649 | $— | $825,649 |
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 2025 and that the price per share of our common stock on the date of termination is $35.14, the closing price on December 31, 2025, the last trading day of 2025. 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, 2025. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (3) Amounts reflect PSUs issued at 100% of the targeted amount. |