HF Sinclair Corp Files Definitive Proxy Statement (DEF 14A)

Ticker: DINO · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 1915657

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, HF Sinclair Corp, Executive Compensation, Shareholder Meeting

TL;DR

<b>HF Sinclair Corp has filed its Definitive Proxy Statement (DEF 14A) detailing corporate governance and executive compensation information.</b>

AI Summary

HF Sinclair Corp (DINO) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. HF Sinclair Corp filed a DEF 14A on April 4, 2024. The filing covers the period ending May 22, 2024. The company's principal executive offices are located at 2828 N. Harwood Street, Suite 1300, Dallas, TX 75201. The IRS number for HF Sinclair Corp is 872092143. The company was formerly known as Hippo Parent Corp until March 7, 2022.

Why It Matters

For investors and stakeholders tracking HF Sinclair Corp, this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions on corporate matters. The document provides transparency into the company's financial performance and strategic direction as presented to shareholders for the upcoming annual meeting.

Risk Assessment

Risk Level: low — HF Sinclair Corp shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant strategic shifts.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions in the DEF 14A to prepare for the upcoming shareholder meeting.

Key Numbers

Key Players & Entities

FAQ

When did HF Sinclair Corp file this DEF 14A?

HF Sinclair Corp filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by HF Sinclair Corp (DINO).

Where can I read the original DEF 14A filing from HF Sinclair Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by HF Sinclair Corp.

What are the key takeaways from HF Sinclair Corp's DEF 14A?

HF Sinclair Corp filed this DEF 14A on April 4, 2024. Key takeaways: HF Sinclair Corp filed a DEF 14A on April 4, 2024.. The filing covers the period ending May 22, 2024.. The company's principal executive offices are located at 2828 N. Harwood Street, Suite 1300, Dallas, TX 75201..

Is HF Sinclair Corp a risky investment based on this filing?

Based on this DEF 14A, HF Sinclair Corp presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant strategic shifts.

What should investors do after reading HF Sinclair Corp's DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions in the DEF 14A to prepare for the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does HF Sinclair Corp compare to its industry peers?

HF Sinclair Corp operates in the energy and transportation sector, specifically pipelines (excluding natural gas).

Are there regulatory concerns for HF Sinclair Corp?

The filing is a DEF 14A, which is a standard SEC filing required for companies soliciting proxies from shareholders.

Industry Context

HF Sinclair Corp operates in the energy and transportation sector, specifically pipelines (excluding natural gas).

Regulatory Implications

The filing is a DEF 14A, which is a standard SEC filing required for companies soliciting proxies from shareholders.

What Investors Should Do

  1. Review the executive compensation tables for detailed information on CEO and executive pay.
  2. Examine proposals to be voted on at the shareholder meeting, such as director elections and advisory votes on executive compensation.
  3. Note the company's fiscal year end (December 31) and the period covered by this proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for soliciting shareholder votes and does not represent a change from previous filings in terms of reporting format or frequency.

Filing Stats: 4,381 words · 18 min read · ~15 pages · Grade level 15.5 · Accepted 2024-04-04 16:16:16

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation Since 2012, we have included environmental, health and safety performance measures as part of our annual incentive cash compensation program. For the 2023 annual incentive plan, the Compensation Committee of the Board expanded the environmental, health and safety performance measures to include a metric tied to our achievement of the greenhouse gas ("GHG") emissions reduction target that we announced in 2022, which we believe appropriately ties incentives to execute on our strategic business priorities related to environmental sustainability. 2024 Proxy Statement (i) Table of Contents Environmental, Social and Governance In addition to making progress towards achieving our GHG goal, we took great strides towards making our business more sustainable for the future in 2023, which marked the first full year of operations at all three of our renewable diesel facilities. Being an engaged member of our communities also continued to be important to HF Sinclair. Throughout the year, we fostered transparent and collaborative discussions and through our philanthropic endeavors, contributed to many charitable organizations through volunteer efforts and financial donations. These efforts are supported by our commitment to good governance practices which align our ethics and behaviors. Inclusion and Diversity Our leadership is committed to attracting, retaining and developing a highly engaged, high-performing, diverse workforce and cultivating an inclusive workplace where all employees feel valued and have a sense of belonging. Throughout 2023, we held Inclusion and Diversity workshops for frontline, senior and executive leadership roles. To help foster a culture of inclusion, we have five voluntary employee resource groups ("ERGs") open to all employees: Women in Energy, Veterans in Energy, Family Caregivers in Energy, Toastmasters in Energy and Cultural Awareness in Energy. Safety We are grounded by our "Goal Zero" vision, which reflect

Executive Compensation Program

Executive Compensation Program 8 Election of Directors (Proposal 1) 9 Director Nominee Skills, Experience and Diversity Matrix 10 Corporate Governance 18 Board Leadership Structure 18 Board and Committee Evaluations 19 Board Oversight of Risk Management 19 Director Independence 20 Director Nominations 21 Communications with the Board 22 Code of Conduct 23 The Board, Its Committees and Its Compensation 24 The Board 24 Board Committees 24 Director Compensation 28 Director Compensation Table 31 Advisory Vote on the Compensation of Our Named Executive Officers (Proposal 2) 32 Executive Officers 33 Compensation Discussion and Analysis 34 Executive Summary 34 Philosophy and Objectives of Executive Compensation Program 36 Components of our Executive Compensation Program During 2023 37 Role of Compensation Committee in Establishing Compensation 38 Role of Executive Officers in Establishing Compensation 38 Role of the Compensation Committee Consultant in Establishing Compensation 39 Market Review 39 2023 Executive Compensation Decisions 40 2024 Executive Compensation Decisions 57 Compensation Committee Report 60

Executive Compensation

Executive Compensation 61 Summary Compensation Table 61 All Other Compensation 63 2023 Grants of Plan-Based Awards 64 Outstanding Equity Awards at Fiscal Year End 66 Option Exercises and Stock Vested 67 Pension Benefits 68 Nonqualified Deferred Compensation 68 Potential Payments Upon Termination or Change in Control 70 Compensation Practices and Risk Management 77 CEO Pay Ratio 78 Pay Versus Performance 79 Table of Contents Stock Ownership 82 Directors and Named Executive Officers 82 Five Percent Holders 83 Equity Compensation Plan Information 84 Certain Relationships and Related Person Transactions 85 Ratification of Appointment of Ernst & Young LLP (Proposal 3) 88 Independent Public Accountants 89 Audit Committee Report 90 Approval of Amendment of the HollyFrontier Corporation Certificate of Incorporation to Remove the Pass-Through Voting Provision (Proposal 4) 91 Stockholder Proposal Regarding Special Shareholder Meeting Improvement (Proposal 5) 93 Compensation Committee Interlocks and Insider Participation 96 Delinquent Section 16(a) Reports 96 General Information 97 Purpose, Place, Date and Time 97 Additional Information About the Virtual Annual Meeting 97 Internet Availability of Proxy Materials 98 Voting Rights and Proxy Information 98 Additional Information 102 Appendix A A-1 Appendix B B-1 Table of Contents PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not include all of the information you should consider, and we encourage you to read the entire proxy statement and our 2023 Annual Report carefully before voting. The proxy statement and the form of proxy are being first made available to stockholders on or about April 4, 2024. Annual Meeting of Stockholders Date: Wednesday May 22, 2024 Who Can Vote: Stockholders of record at the close of

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