Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
|
|
|
|
|
| Pay vs Performance Disclosure, Table |
The table below sets forth the compensation values reported in the Summary Compensation Table for our principal executive officers (“PEOs”), and, on an average basis, our other non-PEO named executive officers (“non-PEO NEOs”), as compared to the “compensation actually paid” (“CAP”), calculated pursuant to applicable SEC rules and the Company’s financial performance for the years ended December 31, 2024, 2023, 2022, 2021 and 2020. The table also sets forth our total shareholder return (“TSR”), the TSR of our Incentive Peer Group over the same period, our net income and our financial performance measure for annual incentive cash compensation plan (“AICP”) awards, AICP Adjusted EBITDA.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Summary Compensation Table Total for First PEO (1) |
|
Summary Compensation Table Total for Second PEO (1) |
|
Compensation Actually Paid to First PEO (5) |
|
Compensation Actually Paid to Second PEO (5) |
|
Average Summary Compensation Table Total for Non-PEO NEOs (1) |
|
Average Compensation Actually Paid to Non-PEO NEOs (5) |
|
Value of Initial Fixed $100 Investment Based On (2) : |
|
|
|
AICP Adjusted EBITDA (4) ($MM) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
|
|
N/A |
|
|
|
$ |
12,754,057 |
|
|
|
|
N/A |
|
|
|
$ |
4,951,769 |
|
|
|
$ |
3,067,913 |
|
|
|
$ |
2,065,369 |
|
|
|
$ |
81 |
|
|
|
$ |
173 |
|
|
|
$ |
177 |
|
|
|
$ |
1,201 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
|
$ |
24,222,167 |
|
|
|
$ |
15,527,818 |
|
|
|
$ |
1,679,819 |
|
|
|
$ |
18,637,692 |
|
|
|
$ |
2,983,412 |
|
|
|
$ |
3,263,012 |
|
|
|
$ |
123 |
|
|
|
$ |
188 |
|
|
|
$ |
1,590 |
|
|
|
$ |
3,328 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
|
$ |
13,801,052 |
|
|
|
|
N/A |
|
|
|
$ |
21,827,612 |
|
|
|
|
N/A |
|
|
|
$ |
4,070,992 |
|
|
|
$ |
3,306,530 |
|
|
|
$ |
111 |
|
|
|
$ |
154 |
|
|
|
$ |
2,923 |
|
|
|
$ |
4,750 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
|
$ |
11,473,664 |
|
|
|
|
N/A |
|
|
|
$ |
13,119,540 |
|
|
|
|
N/A |
|
|
|
$ |
3,330,663 |
|
|
|
$ |
4,043,753 |
|
|
|
$ |
69 |
|
|
|
$ |
88 |
|
|
|
$ |
558 |
|
|
|
$ |
1,023 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
|
$ |
7,646,095 |
|
|
|
|
N/A |
|
|
|
$ |
5,917,987 |
|
|
|
|
N/A |
|
|
|
$ |
3,452,842 |
|
|
|
$ |
2,917,913 |
|
|
|
$ |
54 |
|
|
|
$ |
65 |
|
|
|
$ |
(601 |
) |
|
|
$ |
495 |
|
| (1) |
The sole PEO for reporting year 2024 is Timothy Go. The PEOs for 2023 were Michael C. Jennings, who served as our Chief Executive Officer for a portion of 2023 and is referred to as the “First PEO” above, and Timothy Go who was promoted to the position of Chief Executive Officer and President, effective May 9, 2023, and is referred to as the “Second PEO” above. The sole PEO for reporting years 2022, 2021 and 2020 was Michael C. Jennings. The non-PEO NEOs are as follows: |
| |
(a) |
2024: Atanas H. Atanasov, Eric L. Nitcher, Valerie Pompa and Steven C. Ledbetter. |
| |
(b) |
2023: Atanas H. Atanasov, Vaishali S. Bhatia (former Executive Vice President, General Counsel and Secretary), Valerie Pompa and Steven C. Ledbetter. |
| |
(c) |
2022: Atanas H. Atanasov, Timothy Go, Vaishali S. Bhatia, Richard L. Voliva III (former Executive Vice President and Chief Financial Officer) and Thomas G. Creery (former President, Renewables). |
| |
(d) |
2021: Richard L. Voliva III, Timothy Go, Thomas G. Creery, and Vaishali S. Bhatia. |
| |
(e) |
2020: Richard L. Voliva III, Timothy Go, Thomas G. Creery, and Bruce A. Lerner (former President, HollyFrontier Lubricants and Specialties). |
| (2) |
Cumulative TSR is measured as of a base period of December 31, 2019 and determined based on the value of an initial fixed investment of $100. |
| (3) |
The peer group used for relative TSR is the Incentive Peer Group, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K each year reflected within this table. |
| (4) |
The Company-selected measure is AICP Adjusted EBITDA, which is a performance measure used in the calculation of our annual cash incentive awards. Calculation of AICP Adjusted EBITDA differs from the calculation of EBITDA as reported in our financial statements. See Appendix A for the specific adjustments and the reconciliation of AICP Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, for the periods presented. |
| |
The time period for the AICP Adjusted EBITDA disclosed in the table above differs from the actual AICP Adjusted EBITDA used in the calculation of the 2024, 2023 , 2022, 2021 and 2020 annual incentive awards because the AICP Adjusted EBITDA disclosed in the table is calculated based on the fiscal year ended December 31, 2024, 2023, 2022, 2021 and 2020 to align with the period of the other compensation and financial measures reported in the table. The AICP Adjusted EBITDA actually used in the calculation of the annual incentive awards our named executive officers received is based on the actual annual incentive award performance period, which commences on October 1 of the previous year and runs through September 30 of the current year. Therefore, the AICP Adjusted EBITDA disclosed in the table is not the actual AICP Adjusted EBITDA that was used in the calculation of the annual incentive awards the named executive officers received for the periods presented. See “— 2024 Executive Compensation Decisions ” for further discussion of the Company’s annual incentive cash compensation program and the 2024 performance period AICP Adjusted EBITDA used in the calculation of the 2024 annual incentive cash awards and see the similar discussions of previous year annual incentive cash compensation programs within the Company’s 2024, 2023, 2022 and 2021 proxy statements with respect to the AICP Adjusted EBITDA values used in the calculation of the 2023, 2022, 2021 and 2020 annual incentive cash awards, respectively. |
| (5) |
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP. We note that the Company identified mathematical errors in the CAP calculations for its PEOs and NEOs in the prior years related to the fair value of the performance share units, which have been corrected. We do not sponsor or maintain any defined benefit pension plans and therefore, no deduction was made related to pension value for any year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Add Year- End Fair Value of Unvested Awards Granted in Year |
|
|
Add/(Less)
Change in
Fair Value of
Unvested
Awards
Granted in
Prior Years |
|
|
Add Fair
Value of
Awards
Granted and
Vested in
Year |
|
|
Add/(Less)
Change in
Fair Value of
Vested
Awards
Granted in
Prior Years |
|
|
Less Fair
Value of Prior
Year Awards
that Failed To
Vest in Year |
|
|
Add
Dividends
Not
Included in
SCT |
|
|
Compensation
Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
First
PEO(1) |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Second
PEO(2) |
|
$ |
12,754,057 |
|
|
$ |
(9,050,519 |
) |
|
$ |
7,018,977 |
|
|
$ |
(5,914,894 |
) |
|
$ |
— |
|
|
$ |
(593,549 |
) |
|
$ |
— |
|
|
$ |
737,698 |
|
|
$ |
4,951,769 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
First
PEO(1) |
|
$ |
24,222,167 |
|
|
$ |
(20,838,893 |
) |
|
$ |
8,038,145 |
|
|
$ |
— |
|
|
$ |
12,204,943 |
|
|
$ |
— |
|
|
$ |
(22,776,056 |
) |
|
$ |
829,513 |
|
|
$ |
1,679,819 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Second
PEO(2) |
|
$ |
15,527,818 |
|
|
$ |
(12,336,306 |
) |
|
$ |
13,100,837 |
|
|
$ |
(333,343 |
) |
|
$ |
862,702 |
|
|
$ |
1,302,092 |
|
|
$ |
— |
|
|
$ |
513,891 |
|
|
$ |
18,637,692 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
PEO (1) |
|
$ |
13,801,052 |
|
|
$ |
(9,180,707 |
) |
|
$ |
6,949,710 |
|
|
$ |
4,004,966 |
|
|
$ |
— |
|
|
$ |
5,648,888 |
|
|
$ |
— |
|
|
$ |
603,703 |
|
|
$ |
21,827,612 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
PEO (1) |
|
$ |
11,473,664 |
|
|
$ |
(7,357,061 |
) |
|
$ |
7,002,781 |
|
|
$ |
1,542,308 |
|
|
$ |
— |
|
|
$ |
351,859 |
|
|
$ |
— |
|
|
$ |
105,990 |
|
|
$ |
13,119,540 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
PEO (1) |
|
$ |
7,646,095 |
|
|
$ |
(4,646,371 |
) |
|
$ |
5,453,674 |
|
|
$ |
(2,263,800 |
) |
|
$ |
— |
|
|
$ |
(503,911 |
) |
|
$ |
— |
|
|
$ |
232,300 |
|
|
$ |
5,917,987 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
NEO |
|
$ |
3,067,913 |
|
|
$ |
(1,914,285 |
) |
|
$ |
1,505,563 |
|
|
$ |
(646,551 |
) |
|
$ |
56,494 |
|
|
$ |
(97,800 |
) |
|
$ |
— |
|
|
$ |
94,035 |
|
|
$ |
2,065,369 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
NEO |
|
$ |
2,983,412 |
|
|
$ |
(1,718,155 |
) |
|
$ |
1,733,218 |
|
|
$ |
(64,966 |
) |
|
$ |
37,440 |
|
|
$ |
206,301 |
|
|
$ |
— |
|
|
$ |
85,762 |
|
|
$ |
3,263,012 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
NEO |
|
$ |
4,070,992 |
|
|
$ |
(2,293,733 |
) |
|
$ |
1,192,202 |
|
|
$ |
540,485 |
|
|
$ |
767,495 |
|
|
$ |
347,867 |
|
|
$ |
(1,427,256 |
) |
|
$ |
108,477 |
|
|
$ |
3,306,530 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
NEO |
|
$ |
3,330,663 |
|
|
$ |
(1,692,456 |
) |
|
$ |
1,616,040 |
|
|
$ |
460,200 |
|
|
$ |
— |
|
|
$ |
275,735 |
|
|
$ |
— |
|
|
$ |
53,572 |
|
|
$ |
4,043,753 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
NEO |
|
$ |
3,452,842 |
|
|
$ |
(2,167,648 |
) |
|
$ |
2,323,021 |
|
|
$ |
(474,318 |
) |
|
$ |
— |
|
|
$ |
(299,090 |
) |
|
$ |
— |
|
|
$ |
83,107 |
|
|
$ |
2,917,913 |
|
| (1) |
Represents PEO compensation for Mr. Jennings, who served as PEO in 2020, 2021, 2022 and a portion of 2023, until his retirement, effective May 8, 2023, as our Chief Executive Officer. |
| (2) |
Represents PEO compensation for Mr. Go. |
|
|
|
|
|
| Company Selected Measure Name |
AICP Adjusted EBITDA
|
|
|
|
|
| Named Executive Officers, Footnote |
| (1) |
The sole PEO for reporting year 2024 is Timothy Go. The PEOs for 2023 were Michael C. Jennings, who served as our Chief Executive Officer for a portion of 2023 and is referred to as the “First PEO” above, and Timothy Go who was promoted to the position of Chief Executive Officer and President, effective May 9, 2023, and is referred to as the “Second PEO” above. The sole PEO for reporting years 2022, 2021 and 2020 was Michael C. Jennings. The non-PEO NEOs are as follows: |
| |
(a) |
2024: Atanas H. Atanasov, Eric L. Nitcher, Valerie Pompa and Steven C. Ledbetter. |
| |
(b) |
2023: Atanas H. Atanasov, Vaishali S. Bhatia (former Executive Vice President, General Counsel and Secretary), Valerie Pompa and Steven C. Ledbetter. |
| |
(c) |
2022: Atanas H. Atanasov, Timothy Go, Vaishali S. Bhatia, Richard L. Voliva III (former Executive Vice President and Chief Financial Officer) and Thomas G. Creery (former President, Renewables). |
| |
(d) |
2021: Richard L. Voliva III, Timothy Go, Thomas G. Creery, and Vaishali S. Bhatia. |
| |
(e) |
2020: Richard L. Voliva III, Timothy Go, Thomas G. Creery, and Bruce A. Lerner (former President, HollyFrontier Lubricants and Specialties). |
|
|
|
|
|
| Peer Group Issuers, Footnote |
The peer group used for relative TSR is the Incentive Peer Group, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K each year reflected within this table.
|
|
|
|
|
| PEO Total Compensation Amount |
$ 12,754,057
|
$ 15,527,818
|
|
|
|
| PEO Actually Paid Compensation Amount |
$ 4,951,769
|
18,637,692
|
|
|
|
| Adjustment To PEO Compensation, Footnote |
| (5) |
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP. We note that the Company identified mathematical errors in the CAP calculations for its PEOs and NEOs in the prior years related to the fair value of the performance share units, which have been corrected. We do not sponsor or maintain any defined benefit pension plans and therefore, no deduction was made related to pension value for any year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Add Year- End Fair Value of Unvested Awards Granted in Year |
|
|
Add/(Less)
Change in
Fair Value of
Unvested
Awards
Granted in
Prior Years |
|
|
Add Fair
Value of
Awards
Granted and
Vested in
Year |
|
|
Add/(Less)
Change in
Fair Value of
Vested
Awards
Granted in
Prior Years |
|
|
Less Fair
Value of Prior
Year Awards
that Failed To
Vest in Year |
|
|
Add
Dividends
Not
Included in
SCT |
|
|
Compensation
Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
First
PEO(1) |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Second
PEO(2) |
|
$ |
12,754,057 |
|
|
$ |
(9,050,519 |
) |
|
$ |
7,018,977 |
|
|
$ |
(5,914,894 |
) |
|
$ |
— |
|
|
$ |
(593,549 |
) |
|
$ |
— |
|
|
$ |
737,698 |
|
|
$ |
4,951,769 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
First
PEO(1) |
|
$ |
24,222,167 |
|
|
$ |
(20,838,893 |
) |
|
$ |
8,038,145 |
|
|
$ |
— |
|
|
$ |
12,204,943 |
|
|
$ |
— |
|
|
$ |
(22,776,056 |
) |
|
$ |
829,513 |
|
|
$ |
1,679,819 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Second
PEO(2) |
|
$ |
15,527,818 |
|
|
$ |
(12,336,306 |
) |
|
$ |
13,100,837 |
|
|
$ |
(333,343 |
) |
|
$ |
862,702 |
|
|
$ |
1,302,092 |
|
|
$ |
— |
|
|
$ |
513,891 |
|
|
$ |
18,637,692 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
PEO (1) |
|
$ |
13,801,052 |
|
|
$ |
(9,180,707 |
) |
|
$ |
6,949,710 |
|
|
$ |
4,004,966 |
|
|
$ |
— |
|
|
$ |
5,648,888 |
|
|
$ |
— |
|
|
$ |
603,703 |
|
|
$ |
21,827,612 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
PEO (1) |
|
$ |
11,473,664 |
|
|
$ |
(7,357,061 |
) |
|
$ |
7,002,781 |
|
|
$ |
1,542,308 |
|
|
$ |
— |
|
|
$ |
351,859 |
|
|
$ |
— |
|
|
$ |
105,990 |
|
|
$ |
13,119,540 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
PEO (1) |
|
$ |
7,646,095 |
|
|
$ |
(4,646,371 |
) |
|
$ |
5,453,674 |
|
|
$ |
(2,263,800 |
) |
|
$ |
— |
|
|
$ |
(503,911 |
) |
|
$ |
— |
|
|
$ |
232,300 |
|
|
$ |
5,917,987 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
NEO |
|
$ |
3,067,913 |
|
|
$ |
(1,914,285 |
) |
|
$ |
1,505,563 |
|
|
$ |
(646,551 |
) |
|
$ |
56,494 |
|
|
$ |
(97,800 |
) |
|
$ |
— |
|
|
$ |
94,035 |
|
|
$ |
2,065,369 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
NEO |
|
$ |
2,983,412 |
|
|
$ |
(1,718,155 |
) |
|
$ |
1,733,218 |
|
|
$ |
(64,966 |
) |
|
$ |
37,440 |
|
|
$ |
206,301 |
|
|
$ |
— |
|
|
$ |
85,762 |
|
|
$ |
3,263,012 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
NEO |
|
$ |
4,070,992 |
|
|
$ |
(2,293,733 |
) |
|
$ |
1,192,202 |
|
|
$ |
540,485 |
|
|
$ |
767,495 |
|
|
$ |
347,867 |
|
|
$ |
(1,427,256 |
) |
|
$ |
108,477 |
|
|
$ |
3,306,530 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
NEO |
|
$ |
3,330,663 |
|
|
$ |
(1,692,456 |
) |
|
$ |
1,616,040 |
|
|
$ |
460,200 |
|
|
$ |
— |
|
|
$ |
275,735 |
|
|
$ |
— |
|
|
$ |
53,572 |
|
|
$ |
4,043,753 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
NEO |
|
$ |
3,452,842 |
|
|
$ |
(2,167,648 |
) |
|
$ |
2,323,021 |
|
|
$ |
(474,318 |
) |
|
$ |
— |
|
|
$ |
(299,090 |
) |
|
$ |
— |
|
|
$ |
83,107 |
|
|
$ |
2,917,913 |
|
| (1) |
Represents PEO compensation for Mr. Jennings, who served as PEO in 2020, 2021, 2022 and a portion of 2023, until his retirement, effective May 8, 2023, as our Chief Executive Officer. |
| (2) |
Represents PEO compensation for Mr. Go. |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 3,067,913
|
2,983,412
|
$ 4,070,992
|
$ 3,330,663
|
$ 3,452,842
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,065,369
|
3,263,012
|
3,306,530
|
4,043,753
|
2,917,913
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (5) |
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP. We note that the Company identified mathematical errors in the CAP calculations for its PEOs and NEOs in the prior years related to the fair value of the performance share units, which have been corrected. We do not sponsor or maintain any defined benefit pension plans and therefore, no deduction was made related to pension value for any year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Add Year- End Fair Value of Unvested Awards Granted in Year |
|
|
Add/(Less)
Change in
Fair Value of
Unvested
Awards
Granted in
Prior Years |
|
|
Add Fair
Value of
Awards
Granted and
Vested in
Year |
|
|
Add/(Less)
Change in
Fair Value of
Vested
Awards
Granted in
Prior Years |
|
|
Less Fair
Value of Prior
Year Awards
that Failed To
Vest in Year |
|
|
Add
Dividends
Not
Included in
SCT |
|
|
Compensation
Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
First
PEO(1) |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Second
PEO(2) |
|
$ |
12,754,057 |
|
|
$ |
(9,050,519 |
) |
|
$ |
7,018,977 |
|
|
$ |
(5,914,894 |
) |
|
$ |
— |
|
|
$ |
(593,549 |
) |
|
$ |
— |
|
|
$ |
737,698 |
|
|
$ |
4,951,769 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
First
PEO(1) |
|
$ |
24,222,167 |
|
|
$ |
(20,838,893 |
) |
|
$ |
8,038,145 |
|
|
$ |
— |
|
|
$ |
12,204,943 |
|
|
$ |
— |
|
|
$ |
(22,776,056 |
) |
|
$ |
829,513 |
|
|
$ |
1,679,819 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Second
PEO(2) |
|
$ |
15,527,818 |
|
|
$ |
(12,336,306 |
) |
|
$ |
13,100,837 |
|
|
$ |
(333,343 |
) |
|
$ |
862,702 |
|
|
$ |
1,302,092 |
|
|
$ |
— |
|
|
$ |
513,891 |
|
|
$ |
18,637,692 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
PEO (1) |
|
$ |
13,801,052 |
|
|
$ |
(9,180,707 |
) |
|
$ |
6,949,710 |
|
|
$ |
4,004,966 |
|
|
$ |
— |
|
|
$ |
5,648,888 |
|
|
$ |
— |
|
|
$ |
603,703 |
|
|
$ |
21,827,612 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
PEO (1) |
|
$ |
11,473,664 |
|
|
$ |
(7,357,061 |
) |
|
$ |
7,002,781 |
|
|
$ |
1,542,308 |
|
|
$ |
— |
|
|
$ |
351,859 |
|
|
$ |
— |
|
|
$ |
105,990 |
|
|
$ |
13,119,540 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
PEO (1) |
|
$ |
7,646,095 |
|
|
$ |
(4,646,371 |
) |
|
$ |
5,453,674 |
|
|
$ |
(2,263,800 |
) |
|
$ |
— |
|
|
$ |
(503,911 |
) |
|
$ |
— |
|
|
$ |
232,300 |
|
|
$ |
5,917,987 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
NEO |
|
$ |
3,067,913 |
|
|
$ |
(1,914,285 |
) |
|
$ |
1,505,563 |
|
|
$ |
(646,551 |
) |
|
$ |
56,494 |
|
|
$ |
(97,800 |
) |
|
$ |
— |
|
|
$ |
94,035 |
|
|
$ |
2,065,369 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
NEO |
|
$ |
2,983,412 |
|
|
$ |
(1,718,155 |
) |
|
$ |
1,733,218 |
|
|
$ |
(64,966 |
) |
|
$ |
37,440 |
|
|
$ |
206,301 |
|
|
$ |
— |
|
|
$ |
85,762 |
|
|
$ |
3,263,012 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
NEO |
|
$ |
4,070,992 |
|
|
$ |
(2,293,733 |
) |
|
$ |
1,192,202 |
|
|
$ |
540,485 |
|
|
$ |
767,495 |
|
|
$ |
347,867 |
|
|
$ |
(1,427,256 |
) |
|
$ |
108,477 |
|
|
$ |
3,306,530 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
NEO |
|
$ |
3,330,663 |
|
|
$ |
(1,692,456 |
) |
|
$ |
1,616,040 |
|
|
$ |
460,200 |
|
|
$ |
— |
|
|
$ |
275,735 |
|
|
$ |
— |
|
|
$ |
53,572 |
|
|
$ |
4,043,753 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
NEO |
|
$ |
3,452,842 |
|
|
$ |
(2,167,648 |
) |
|
$ |
2,323,021 |
|
|
$ |
(474,318 |
) |
|
$ |
— |
|
|
$ |
(299,090 |
) |
|
$ |
— |
|
|
$ |
83,107 |
|
|
$ |
2,917,913 |
|
| (1) |
Represents PEO compensation for Mr. Jennings, who served as PEO in 2020, 2021, 2022 and a portion of 2023, until his retirement, effective May 8, 2023, as our Chief Executive Officer. |
| (2) |
Represents PEO compensation for Mr. Go. |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
CAP vs. Company TSR and Peer Group TSR The following graph compares the CAP paid to our PEO(s), the average of the CAP paid to our non-PEO NEOs, and the absolute TSR performance of our common stock with the TSR performance of the Incentive Peer Group.
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
The following graph compares the CAP paid to our PEO(s) and the average of the CAP paid to our non-PEO NEOs with net income.
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
CAP vs. AICP Adjusted EBITDA The following graph compares the CAP paid to our PEO(s) and the average of the CAP paid to our non-NEOs with AICP Adjusted EBITDA.
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
CAP vs. Company TSR and Peer Group TSR The following graph compares the CAP paid to our PEO(s), the average of the CAP paid to our non-PEO NEOs, and the absolute TSR performance of our common stock with the TSR performance of the Incentive Peer Group.
|
|
|
|
|
| Tabular List, Table |
Disclosure of Most Important Performance Measures for Fiscal Year 2024 The table below sets forth the most important financial and non-financial performance measures used to link CAP to our NEOs to Company performance. For more detail regarding the financial and non-financial performance measures, please see the discussion above in “ Compensation and Discussion Analysis .”
|
Most Important Performance Measures |
| TSR |
| AICP Adjusted EBITDA |
| Available Free Cash Flow |
| Return on Capital Employed (ROCE) |
| Environmental, Social and Governance |
| Reliability |
|
|
|
|
|
| Total Shareholder Return Amount |
$ 81
|
123
|
111
|
69
|
54
|
| Peer Group Total Shareholder Return Amount |
173
|
188
|
154
|
88
|
65
|
| Net Income (Loss) |
$ 177,000,000
|
$ 1,590,000,000
|
$ 2,923,000,000
|
$ 558,000,000
|
$ (601,000,000)
|
| Company Selected Measure Amount |
1,201,000,000
|
3,328,000,000
|
4,750,000,000
|
1,023,000,000
|
495,000,000
|
| PEO Name |
Timothy Go
|
Michael C. Jennings
|
|
|
|
| Measure:: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
TSR
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
AICP Adjusted EBITDA
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Available Free Cash Flow
|
|
|
|
|
| Measure:: 4 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Return on Capital Employed (ROCE)
|
|
|
|
|
| Measure:: 5 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Environmental, Social and Governance
|
|
|
|
|
| Measure:: 6 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Reliability
|
|
|
|
|
| Michael C. Jennings [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| PEO Total Compensation Amount |
|
$ 24,222,167
|
$ 13,801,052
|
$ 11,473,664
|
$ 7,646,095
|
| PEO Actually Paid Compensation Amount |
|
1,679,819
|
21,827,612
|
13,119,540
|
5,917,987
|
| Timothy Go [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| PEO Total Compensation Amount |
$ 12,754,057
|
15,527,818
|
|
|
|
| PEO Actually Paid Compensation Amount |
4,951,769
|
18,637,692
|
|
|
|
| PEO | Michael C. Jennings [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(20,838,893)
|
(9,180,707)
|
(7,357,061)
|
(4,646,371)
|
| PEO | Michael C. Jennings [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
8,038,145
|
6,949,710
|
7,002,781
|
5,453,674
|
| PEO | Michael C. Jennings [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
4,004,966
|
1,542,308
|
(2,263,800)
|
| PEO | Michael C. Jennings [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
12,204,943
|
|
|
|
| PEO | Michael C. Jennings [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
5,648,888
|
351,859
|
(503,911)
|
| PEO | Michael C. Jennings [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(22,776,056)
|
|
|
|
| PEO | Michael C. Jennings [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
829,513
|
603,703
|
105,990
|
232,300
|
| PEO | Timothy Go [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(9,050,519)
|
(12,336,306)
|
|
|
|
| PEO | Timothy Go [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
7,018,977
|
13,100,837
|
|
|
|
| PEO | Timothy Go [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(5,914,894)
|
(333,343)
|
|
|
|
| PEO | Timothy Go [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
862,702
|
|
|
|
| PEO | Timothy Go [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(593,549)
|
1,302,092
|
|
|
|
| PEO | Timothy Go [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
737,698
|
513,891
|
|
|
|
| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(1,914,285)
|
(1,718,155)
|
(2,293,733)
|
(1,692,456)
|
(2,167,648)
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,505,563
|
1,733,218
|
1,192,202
|
1,616,040
|
2,323,021
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(646,551)
|
(64,966)
|
540,485
|
460,200
|
(474,318)
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
56,494
|
37,440
|
767,495
|
|
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(97,800)
|
206,301
|
347,867
|
275,735
|
(299,090)
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
(1,427,256)
|
|
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ 94,035
|
$ 85,762
|
$ 108,477
|
$ 53,572
|
$ 83,107
|
