In accordance with the SEC’s PvP rules, below is the required tabular disclosure for the Principal Executive Officer (“PEO”) and the average for the NEOs excluding the PEO (“Non-PEO NEOs”) for 2024, 2023, 2022, 2021 and 2020.
| PAY VERSUS PERFORMANCE |
|---|
| Year (a) · Summary Compensation Table (“SCT”) Total for First PEO (b) (1) · SCT Total for Second PEO (b) (1) · Compensation Actually Paid to First PEO (c) (1)(2) · Compensation Actually Paid to Second PEO (c) (1)(2) · Average Summary Compensation Table Total for Non-PEO NEOs (d) · Average Compensation Actually Paid to Non-PEO NEOs (e) (1)(2) · Value of Initial Fixed $100 Investment Based On: · Net Income ($ millions) (h) · EBITDA ($ millions) (i) (4) |
|---|
| Total Stockholder Return (f) (3) · Peer Group Total Stockholder Return (g) (3) |
|---|
| 2024 | $N/A | $8,837,500 | $N/A | $2,580,689 | $3,997,176 | $331,946 | $90.10 | $168.71 | $(540.2) | $(68.8) |
| 2023 | $12,183,709 | $12,240,872 | $16,159,466 | $13,855,201 | $6,180,700 | $7,427,945 | $145.30 | $184.97 | $2,162.0 | $3,521.1 |
| 2022 | $13,104,780 | N/A | $37,968,188 | N/A | $4,996,543 | $14,556,716 | $132.13 | $152.67 | $2,972.8 | $4,314.7 |
| 2021 | $7,294,215 | N/A | $12,415,156 | N/A | $2,958,400 | $5,103,877 | $41.84 | $88.66 | $315.5 | $1,111.9 |
| 2020 | $4,938,526 | N/A | $(9,032,816) | N/A | $2,031,502 | $(3,844,634) | $22.91 | $65.89 | $(1,333.3) | $(510.0) |
| (1) | Mr. Nimbley (“First PEO”) served as our PEO for the full year for each of 2022, 2021 and 2020 and for 2023, until July 1, 2023. Mr. Lucey (“Second PEO” and, together with the First PEO, the “PEOs”) was appointed as our PEO effective July 1, 2023, and served as our PEO for the full year of 2024. For 2024, our Non-PEO NEOs included Messrs. Bukowski and Davis and Mses. Davis and Canty. For 2023, our Non-PEO NEOs included Messrs. Davis and O’Connor and Mses. Davis and Canty. For 2022, our Non-PEO NEOs included Messrs. Young, Lucey, Davis and O’Connor and Ms. Canty. For 2021 and 2020, our Non-PEO NEOs included Messrs. Young, Lucey, Davis and O’Connor. |
| (2) | For 2024, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively: |
| Matthew Lucey | 2024 |
|---|
| Summary Compensation Table Total for Second PEO (column (b)) | $8,837,500 |
| - aggregate change in actuarial present value of pension benefits | $(762,513) |
| + service cost of pension benefits | $339,088 |
| + prior service cost of pension benefits | $— |
| - SCT “Stock Awards” column value | $— |
| - SCT “Option Awards” column value | $(5,836,243) |
| + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $5,474,909 |
| + year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $(4,254,721) |
| + vesting date fair value of equity awards granted and vested in the covered year | $— |
| + year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | $(1,217,331) |
| - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $— |
| + dollar value of dividends/earnings paid on equity awards in the covered year | $— |
| + excess fair value for equity award modifications | $— |
| Compensation Actually Paid to Second PEO (column (c)) | $2,580,689 |
Pay Versus Performance
| AVERAGE FOR NON-PEO NEOS | 2024 |
|---|
| Average SCT Total for Non-PEO NEOs (column (d)) | $3,997,176 |
| - aggregate change in actuarial present value of pension benefits | $(331,477) |
| + service cost of pension benefits | $197,359 |
| + prior service cost of pension benefits | $— |
| - SCT “Stock Awards” column value | $(2,525,198) |
| - SCT “Option Awards” column value | $— |
| + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $2,161,738 |
| + year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $(2,234,089) |
| + vesting date fair value of equity awards granted and vested in the covered year | $— |
| + year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | $(933,564) |
| - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $— |
| + dollar value of dividends/earnings paid on equity awards in the covered year | $— |
| + excess fair value for equity award modifications | $— |
| Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $331,946 |
| (3) | For each of 2024, 2023, 2022, 2021 and 2020, total shareholder return for the Company and the peer group represents the dollar value as of December 31, 2024, 2023, 2022, 2021 and 2020, of a deemed fixed investment of $100 at market close on December 31, 2019, assuming reinvestment of dividends. For purposes of this pay versus performance disclosure, our peer group consists of the following entities: CVR Energy, Inc, Delek US Holdings, Inc., HF Sinclair Corporation, Marathon Petroleum Corporation, Phillips 66 and Valero Energy Corporation (the “Peer Group”). For purposes of calculating the Peer Group total shareholder return, the returns of each component issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of each measurement period. Because fiscal years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
| (4) | EBITDA is a non-GAAP financial measure. For an explanation of how we use EBITDA and a reconciliation of EBITDA to Net Income, please see “Non-GAAP financial measures” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K. |
Pay Versus Performance
