2020 Meeting Information
This Proxy Statement is first being furnished to stockholders on March 26, 2020 in connection with the solicitation by the Board of Directors (the “Board”) of Delek US Holdings, Inc. (“we,” “us,” “our” or the “Company”) of proxies to be voted at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”), and at any adjournment or postponement of such meeting.
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RECORD DATE
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March 11, 2020
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MEETING DATE
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May 5, 2020
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MEETING TIME
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1:00 p.m. central daylight savings time
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MEETING LOCATION
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Online at www.virtualshareholdermeeting.com/DK2020
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Matters to Be Voted Upon
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PROPOSALS
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BOARD RECOMMENDATIONS
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PAGE REFERENCES
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PROPOSAL 1. ELECTION OF DIRECTORS
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FOR each nominee
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PROPOSAL 2. ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
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FOR
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PROPOSAL 3. RATIFY THE APPOINTMENT OF AUDITORS
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FOR
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PROPOSAL 4. AMENDMENT TO OUR 2016 LONG-TERM INCENTIVE PLAN
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FOR
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Stockholders will also transact any other business that may properly come before the meeting or any adjournment or postponement thereof.
How to Vote
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YOU CAN VOTE BY ANY OF THE FOLLOWING METHODS:
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INTERNET
Online at www.proxyvote.com
through May 4, 2020
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PHONE
By telephone at
1 (800) 690-6903 through May 4, 2020
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MAIL
By signing and returning your proxy or voting instruction card before May 5, 2020
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VIRTUALLY
By virtually attending the Annual Meeting at www.virtualshareholdermeeting.com/DK2020 using your 16-digit control number and voting your shares online on May 5, 2020
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DELEK US HOLDINGS, INC.
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This Proxy Statement and our 2019 Annual Report are also available at www.proxyvote.com
QUESTIONS AND ANSWERS
Why have I received the Notice? How do I request a paper copy of the proxy materials and 2019 Annual Report?
Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide its proxy materials over the Internet. Accordingly, we sent a Notice of Internet Availability (the “Notice”) to our stockholders (first mailed to stockholders on or about March 26, 2020). All stockholders may access the proxy materials on the website referred to in the Notice: https://materials.proxyvote.com/24665A. Stockholders may also request a paper copy of the proxy materials and our 2019 Annual Report free of charge by sending an email containing the 16 digit control number included on the Notice to sendmaterial@proxyvote.com, calling 1 (800) 579‑1639, requesting a copy online at www.proxyvote.com or by writing to our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37027. Instructions on how to access the proxy materials online or request a paper copy of the proxy materials may also be found in the Notice. In addition, stockholders may request paper copies of proxy materials or to receive proxy materials by email on an ongoing basis. We encourage stockholders to access the proxy materials online to help reduce the costs we incur in printing and mailing paper copies of the proxy materials and our 2019 Annual Report and any environmental impact of such printing.
How does the Board recommend that I vote?
The Board recommends that you vote: (1) “FOR” each of the nominees to the Board; (2) “FOR” the advisory resolution approving the executive compensation program for our named executive officers; (3) “FOR” the ratification of the appointment of Ernst & Young LLP ("Ernst & Young") as our independent registered public accounting firm for the 2020 fiscal year; and (4) "FOR" the amendment to our 2016 Long-Term Incentive Plan.
Who is entitled to vote?
Holders of record of our common stock, $0.01 par value (“Common Stock”), at the close of business on the Record Date are entitled to vote at the Annual Meeting. On the Record Date, 75,514,393 shares of Common Stock were issued and outstanding, which does not include 17,575,527 non-voting treasury shares held by us. The Common Stock is our only outstanding class of voting securities. Each outstanding share of Common Stock is entitled to one vote for all matters before the Annual Meeting. If you virtually attend the Annual Meeting using your 16-digit control number, you may vote your shares online. Votes submitted and received as provided below on or before 11:59 p.m. (Eastern Time) on May 4, 2020 will be counted. Only votes submitted online at the virtual Annual Meeting will be counted after that time.
How do I vote?
If you were a stockholder of record at the close of business on March 11, 2020, you can vote your shares by any one of the following methods:
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YOU CAN VOTE BY ANY OF THE FOLLOWING METHODS:
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INTERNET
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PHONE
By telephone at
1 (800) 690-6903 through May 4, 2020
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MAIL
By signing and returning your proxy or voting instruction card before May 5, 2020
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VIRTUALLY
By virtually attending the Annual Meeting at www.virtualshareholdermeeting.com/DK2020 using your 16-digit control number and voting your shares online on May 5, 2020
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Even if you currently plan to virtually attend the Annual Meeting, we recommend that you submit your proxy by one of the methods described above so that your shares will be represented and your vote will be counted if you later decide not to virtually attend and vote online at the Annual Meeting. If you hold your shares in street name, you may virtually attend and vote your shares online at the Annual Meeting only if you obtained a 16-digit control number from your brokerage firm, bank, trustee or other nominee giving you the right to vote the shares at the Annual Meeting.
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DELEK US HOLDINGS, INC.
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How do I vote my shares if they are held in street name?
If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company (“AmStock”), you are a “stockholder of record” (or “registered stockholder”) of those shares, and these proxy materials have been provided directly to you by the Company. If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “beneficial owner” of shares held in “street name.” If your shares are held in street name, these proxy materials are being forwarded to you by your brokerage, bank, trust or other nominee as custodian (the “record holder”), along with voting instructions. As the beneficial owner, you have the right to direct your record holder how to vote your shares by using the voting instructions card, and the record holder is required to vote your shares in accordance with your instructions.
How will voting on any other business be conducted?
Although we do not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement, if any other business is presented at the Annual Meeting, your signed proxy card gives authority to each of Ezra Uzi Yemin, our Board Chair, President and Chief Executive Officer, and Frederec C. Green, our Executive Vice President and Chief Operating Officer, to vote your shares on such matters at their discretion.
Can I revoke or change my vote?
Yes. You may revoke or change your proxy, including a proxy submitted via internet or telephone as described in this Proxy Statement by: (a) notifying our Corporate Secretary in writing on or before 11:59 p.m. (Eastern Time) on May 4, 2020; (b) submitting a later-dated but still timely proxy card by mail on or before 11:59 p.m. (Eastern Time) on May 4, 2020; or (c) virtually attending and voting online at the Annual Meeting. If you are a beneficial owner with your shares held in street name, you must follow the instructions of your broker, bank, trust or other nominee who is the registered stockholder of your shares to revoke a proxy. The latest-dated, timely, properly completed voting instructions that you submit will count as your vote. If a vote has been recorded for your shares and you submit a proxy card that is not properly signed and dated, the previously recorded vote will stand.
What if I submit my proxy but I do not specify how I want my shares voted?
If you submit a proxy but do not specify how you want your shares to be voted, the proxy holder will vote your shares FOR each of the four proposals described in this Proxy Statement. If other matters requiring the vote of stockholders properly come before the Annual Meeting, it is the intention of the persons named on the proxy card to vote proxies held by them in accordance with their best judgment.
What does it mean if I get more than one proxy card?
If your shares are registered in more than one name or in more than one account, you will receive more than one card. Please complete and return all of the proxy cards you receive to ensure that all of your shares are voted.
Who is soliciting my vote?
Your vote is being solicited by our Board. Certain of our officers, directors and employees, none of whom will receive additional compensation therefor, may solicit proxies by telephone or other personal communication. We have retained D.F. King to assist us solicit proxies in connection with the Annual Meeting. Under our agreement with D.F. King, D.F. King will receive approximately $15,000 plus reimbursement of reasonable out-of-pocket expenses. We will bear the cost of the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares of Common Stock.
Who will count the vote?
Representatives of our tabulator, Broadridge Financial Solutions, Inc., will count the votes and act as the inspector of the elections.
What is a “quorum”?
A “quorum” is the presence of the holders of a majority of the outstanding shares entitled to vote either virtually attending or represented by proxy at the meeting. There must be a quorum for the Annual Meeting to be lawfully conducted. Proxies received but marked as abstentions, withheld votes and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.
What are the voting requirements to approve each proposal?
Directors are elected by a plurality of votes cast by holders of shares entitled to vote. This means that the director nominees with the most votes for the positions available are elected. To approve the advisory resolution approving the executive compensation program for our named executive officers, the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2020 and the proposal to approve the amendment of our 2016 Long-Term Incentive Plan, a majority of the votes cast at the Annual Meeting must vote in favor of each proposal.
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DELEK US HOLDINGS, INC.
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What is the effect of abstentions, withheld votes and broker non-votes?
Abstentions and instructions to withhold authority to vote will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum exists. They will not be counted as votes cast and will have no effect on the outcome of the vote. A “withhold” vote will have no effect on the outcome of the election of directors.
“Broker non-votes” are shares held by brokers or nominees which are present by virtually attending the Annual Meeting or represented by proxy, but which are not voted on a particular matter because instructions have not been received from the beneficial owner. Under New York Stock Exchange ("NYSE") rules, NYSE-member brokers who hold shares of Common Stock in street name for their customers and have transmitted our proxy solicitation materials to their customers, but do not receive voting instructions from such customers, who are the beneficial owners of the shares, are not permitted to vote on non-discretionary items. Broker non-votes will be counted for the purpose of determining whether a quorum is present but will have no effect on the voting results of non-discretionary items.
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Non-Discretionary Items. The election of directors and the approval of the advisory resolution approving the executive compensation program for our named executive officers are considered non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.
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Discretionary Items. The ratification of the appointment of Ernst & Young LLP as independent auditors is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.
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Can I change the number of copies of the Annual Meeting materials that I receive?
Yes. If you share an address with another stockholder, each stockholder may not receive a separate copy of our Annual Report, Form 10-K, Notice of Annual Meeting to Stockholders, Notice of Internet Availability of Proxy Materials or Proxy Statement unless we have received contrary instructions from one or more of the stockholders at your address. We will promptly deliver a separate copy to any stockholder upon written or oral request to our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37027, (615) 771-6701 or by sending an e‑mail to Investor.Relations@delekus.com. If you share an address with another stockholder and (i) would like to receive multiple copies of these documents in the future, or (ii) if you are receiving multiple copies and would like to receive only one copy per household, in the future, please contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone number.
Who should I call if I have questions or need assistance voting my shares?
If you have any questions or need assistance in voting your shares, please call our proxy solicitor, D.F. King, toll free at (877) 283-0325.
Why is the Annual Meeting being held in virtual-only format this year?
The Annual Meeting is planned to be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast at www.virtualshareholdermeeting.com/DK2020. We are excited to embrace virtual annual meeting technology, which we believe provides expanded access, improved communications and cost and time savings for our stockholders and the Company. In addition, in light of public health concerns regarding the coronavirus (COVID-19) pandemic and related travel restrictions, a virtual-only format protects the health and safety of our employees and stockholders during this time.
How can I participate in the Annual Meeting?
You may virtually attend, submit questions and vote your shares during the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/DK2020. To virtually attend the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. Even if you plan to virtually attend the Annual Meeting, which is the only way to attend the Annual Meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to virtually attend the Annual Meeting. The Annual Meeting will begin promptly at 1:00 p.m., central daylight savings time. Online check-in will begin at 12:45 p.m., central daylight savings time, and you should allow ample time for the online check-in procedures.
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DELEK US HOLDINGS, INC.
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May stockholders ask questions at the Annual Meeting?
Yes. Stockholders will have the ability to submit questions during the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/DK2020. To submit questions, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. We intend to answer all questions submitted during the meeting which are pertinent to the Company and the meeting matters, as time permits. Detailed guidelines for submitting questions during the meeting are available on the Investor Relations page of our website at www.delekus.com.
What if I have technical difficulties or trouble accessing the Annual Meeting?
Beginning 15 minutes prior to the start of and during the meeting, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.
Is it possible that the meeting format will be changed so that it is no longer virtual only?
We believe a virtual-only format provides expanded access, improved communications and cost and time savings for our stockholders and the Company. In addition, in light of public health concerns regarding the novel coronavirus (COVID-19) pandemic and related travel restrictions, a virtual-only format protects the health and safety of our employees and stockholders during this time. However, if it becomes necessary or advisable to change the format of the meeting as circumstances evolve, we will notify stockholders as soon as practicable.
Do shareholders have any appraisal or dissenters’ rights on the matters to be voted on at the Annual Meeting?
No, shareholders of the Company will not have rights of appraisal or similar dissenters’ rights with respect to any of the matters identified in this Proxy Statement to be acted upon at the Annual Meeting.
How can I obtain additional information about the Company?
Copies of our Annual Report to Stockholders and Annual Report on Form 10-K for the year ended December 31, 2019, and our other annual, quarterly and current reports, and any amendments to those reports, are filed with the SEC, and are available free of charge on our website, which is located at www.delekus.com. These reports and other information are filed electronically with the SEC and are available at the SEC’s website, www.sec.gov. Copies of these reports will be sent without charge to any stockholder requesting it in writing to our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37027. The investor relations page of our website contains our press releases, earnings releases, financial information and stock quotes, as well as links to our SEC filings. The information posted on our website is not incorporated into this Proxy Statement.
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DELEK US HOLDINGS, INC.
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CORPORATE GOVERNANCE
Composition of the Board
At the date of this Proxy Statement, the Board consists of six non-employee directors (William J. Finnerty; Richard J. Marcogliese; Gary M. Sullivan, Jr.; Vicky Sutil; David Wiessman; and Shlomo Zohar) and one employee director (Ezra Uzi Yemin, our President, Chief Executive Officer and Chair of the Board). Each of these individuals currently serves as a director of the Company and has been nominated for election at the Annual Meeting to serve for a one-year term expiring at our 2021 Annual Meeting of Stockholders or when his or her successor is duly appointed, elected and qualified.
The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee (the “Governance Committee”) and the Environmental Health & Safety Committee (the “EHS Committee”). The role of each of these standing committees is further described under “Committees of the Board of Directors” beginning on page six. The following table shows the composition of our standing committees:
Board Leadership
The Board is led by the Board’s Chair and Chief Executive Officer, Mr. Yemin. In accordance with our Bylaws and Corporate Governance Guidelines (“Governance Guidelines”), the Governance Committee and the Board periodically evaluate our leadership structure, including whether the roles of Chief Executive Officer and Chair of the Board should be held by the same or different individuals. Our Bylaws allow the Board flexibility to determine from time to time whether the two roles should be combined or separated based upon circumstances existing at such time. The Board considers Mr. Yemin’s ability to effectively identify strategic priorities and lead the discussion and execution of strategy, combined with his ability to facilitate the information flow between management and the Board and its committees, to be effective tools in ensuring effective governance of the Company's affairs. In light of these factors, combined with Mr. Yemin’s leadership skills, extensive history with the Company and industry expertise, the Board believes his holding the roles of both Chief Executive Officer and Chair of the Board is in the best interest of the Company and its stockholders at this time. The Governance Committee and the Board will continue to periodically evaluate our leadership structure, including these roles, in the future.
Because the Chair of the Board is not an independent director, the Board considers it to be useful and appropriate to designate an independent director to serve in a lead capacity (the “Lead Independent Director”) to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine from time to time. Mr. Zohar has served as the Board's Lead Independent Director since February 2020. The Lead Independent Director is appointed annually by a majority of the independent directors on the Board and may be removed from or replaced in that position by a majority of the independent directors at any time. The Lead Independent Director will chair all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors, call additional meetings of the independent directors as deemed appropriate, and perform such other functions as the Board may direct, including: (i) serving as principal liaison between the independent directors, on one hand, and the Board Chair and senior management, on the other hand; (ii) providing input from the Board and make recommendations to the Chair regarding Board meetings including with respect to meeting frequency, dates, locations, agendas, management participation and other matters; and (iii) consulting with the Board Chair regarding information submitted by our management that is necessary or appropriate for the Board’s deliberations. In addition, the Lead Independent Director has the authority to engage in direct communication, as appropriate, with our major stockholders, and engage outside counsel and consultants.
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DELEK US HOLDINGS, INC.
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Director Independence
At the date of this Proxy Statement and at all times during 2019, the Board was composed of a majority of independent directors. The Board has affirmatively determined that Messrs. Finnerty, Marcogliese, Sullivan and Zohar and Ms. Sutil are each independent under the rules and regulations of the NYSE, the SEC and Company guidelines, and meet the requirements for outside directors under the rules and regulations of Section 162(m) of the Internal Revenue Code of 1986, as amended, and for non-employee directors under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). In reaching its determinations, the Board affirmatively determined that these individuals have no material relationship with us or our management, either directly or as a partner, stockholder or officer of an organization that has a relationship or has engaged in transactions with us or with our management. The Board based this determination and its independence determinations on a review of all of the relevant facts and circumstances, including the responses of the directors to questions regarding their employment history, compensation, affiliations and other relationships including but not limited to familial, commercial, industrial, banking, consulting, legal, accounting, charitable and other relationships.
Board Meetings
Board Meetings. The Board held 19 meetings during 2019 and each director attended at least 75% of the aggregate of all meetings of the Board and committees on which he or she served during the year. We have not adopted a policy with regard to Board member attendance at annual meetings of our stockholders; however, all directors serving at the time of our annual meeting of stockholders on April 30, 2019, in Dallas, Texas, attended the annual meeting.
Executive Sessions. Our directors met in executive sessions without management present during each regular quarterly meeting of the Board in 2019. Our independent directors also met in executive sessions without management or Mr. Yemin present during each quarterly meeting of the Board in 2019. Our Lead Independent Director, who was Mr. Finnerty in 2019 but is now Mr. Zohar, presided over these executive sessions of independent directors. The Board intends to continue to conduct such executive sessions of both the Board and independent directors as necessary or desirable in 2020, including in connection with each regular quarterly meeting. The Lead Independent Director will continue to preside at executive sessions of independent directors in the future.
Committees of the Board of Directors
The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee and the EHS Committee. Although primary responsibilities may be assigned to one of these committees, the Board receives regular, detailed reports from each committee, engages in additional discussion and oversight regarding matters of particular concern or importance, and non-committee members regularly participate in meetings of each committee. Each of the Board’s standing committees has a written charter that may be found in the Corporate Governance section of our website at www.delekus.com. In addition, paper copies of the charters are available free of charge to all stockholders by calling (615) 771-6701 or by writing to our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37207. Each committee reviews the adequacy of its charter on an annual basis and recommends changes to the Board, as appropriate. At all times during 2019, all of the members of each of the Company's standing committees were independent as defined by the rules and regulations of the NYSE, the SEC and Company guidelines. All of the members of the Compensation Committee were outside directors as defined by the rules and regulations of the IRS. The Governance Committee reviews regularly the membership on each of the Board's four standing committees, and periodically considers whether rotation of committee members or chairs is in the best interests of the Company and its stockholders.
Audit Committee
On January 1, 2019, the Audit Committee was comprised of Messrs. Sullivan (chair), Jordá and Zohar. Following Mr. Jordá’s departure from the Board in August 2019, the Board appointed Ms. Sutil to the Audit Committee and, in February 2020, appointed Mr. Marcogliese to the Audit Committee. The Board has determined that (i) Messrs. Sullivan, Marcogliese and Zohar and Ms. Sutil each qualify as independent and financially literate under applicable SEC rules and regulations and the rules of the NYSE; and (ii) Mr. Sullivan is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. The Audit Committee met eleven times during 2019, either in person or by telephone. In performing its functions and to promote the independence of the audit, the Audit Committee consults separately and jointly with the independent auditors, our internal auditors, our Chief Executive Officer, our Chief Financial Officer and other members of our management. Among other responsibilities, the Audit Committee is responsible for assisting Board oversight of:
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The quality and integrity of our financial statements,
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The disclosure and financial reporting process carried out by management and the systems of internal accounting and financial controls developed and carried out by management;
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The independent audit of our financial statements;
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DELEK US HOLDINGS, INC.
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The independent registered public accounting firm’s qualifications, independence, performance and compensation;
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The internal audit function;
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Our compliance with legal and regulatory requirements including procedures for the internal and external reporting of financial accounting, internal control and other concerns as required by the Sarbanes Oxley Act (the “whistleblower hotline”); and
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The general administration of our related party transactions policy.
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Compensation Committee
On January 1, 2019, the Compensation Committee was comprised of Messrs. Jordá (chair), Finnerty and Zohar. Following Mr. Jordá’s departure from the Board in August 2019, the Board appointed Mr. Sullivan to the Compensation Committee and appointed Mr. Zohar as Chair of the Compensation Committee. Subsequently, effective February 2020, the Board appointed Mr. Finnerty as the Chair of the Compensation Committee and appointed Mr. Marcogliese to the Compensation Committee. The Board has determined that Messrs. Finnerty, Marcogliese, Sullivan and Zohar each qualify as independent under applicable SEC rules and regulations and the rules of the NYSE and as a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee met eight times in 2019, either in person or by telephone. Under its charter, the Compensation Committee may delegate its authority to subcommittees, the chair of the committee, or to one or more officers of the Company to make grants of equity awards to non-named executive officers and non-Section 16 officers under our incentive or equity-based plans and only in accordance with the terms of such plans. The Compensation Committee is only permitted to delegate its authority when it deems such delegation to be appropriate and in the best interests of the Company. Among other responsibilities, the Compensation Committee is responsible for:
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Our compensation practices, including ensuring they reflect the Board’s and our philosophy, competitive practices and regulatory requirements;
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Evaluating the performance of our Chief Executive Officer and approving the compensation awarded to our executive officers;
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Overseeing equity awards issued under our long-term incentive plans; and
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Periodically evaluating our compensation and benefits programs generally, including risks relating thereto.
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Governance Committee
During 2019, the Governance Committee was comprised of Messrs. Zohar (chair), Finnerty and Sullivan and Ms. Sutil, each of whom qualified as independent under applicable SEC rules and regulations and the rules of the NYSE. In February 2020, Ms. Sutil was appointed the Chair of the Governance Committee, and Mr. Zohar rotated off the committee. The Governance Committee met five times in 2019, either in person or by phone. Among other responsibilities, the Governance Committee is responsible for:
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Assisting the Board in identifying and evaluating individuals qualified to become Board members and recommending to the Board the director nominees for each annual meeting of stockholders in accordance with the parameters set forth in our Governance Guidelines;
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Overseeing our corporate governance policies and procedures applicable to the Governance Guidelines when required;
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Reviewing the Governance Guidelines on an annual basis and recommending to the Board any changes deemed necessary or desirable;
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Monitoring, overseeing and reviewing compliance with the Governance Guidelines and all other applicable policies of the Company as the Governance Committee or the Board deems necessary or desirable; and
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Leading the Board and each of its committees in an annual assessment of their performance.
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EHS Committee
During 2019, the EHS Committee was comprised of Mr. Finnerty (chair) and Ms. Sutil. In February 2020, Mr. Marcogliese was appointed to the EHS Committee by the Board and designated its Chair. The EHS Committee met four times in 2019, either in person or by phone. Among other responsibilities, the EHS Committee is responsible for:
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Overseeing management’s establishment and administration of our environmental, health and safety policies, programs, procedures and initiatives;
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Receiving periodic reports from management regarding environmental, health and safety laws, rules and regulations applicable to the Company; and
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Evaluating risks relating to such policies, programs, procedures and initiatives.
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Shareholder Engagement
The Company is committed to active shareholder engagement through a combination of investor conferences, non-deal roadshows, quarterly conference calls and ongoing dialogue with the analyst and investment community. Our ambition is to provide transparency and clearly
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DELEK US HOLDINGS, INC.
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articulate the strategic direction of the Company, along with key drivers that underpin financial performance. We strive to deliver sustainable, long-term value to our stakeholders by maintaining active dialogue and ensuring that our objectives are aligned.
Both the Board and our management team are committed to being prudent stewards of capital with a strong commitment to good corporate citizenship. We engage in ongoing efforts to address environmental, social and governance (“ESG”) matters that are important to our shareholders.
Risk Oversight
The Board considers oversight of risk management to be a responsibility of the entire Board as well as its committees. The Board's role in risk oversight includes receiving regular reports from its committees and members of senior management on areas of material risk to the Company, including operational, compliance, financial, liquidity, credit, legal and regulatory, strategic, commercial, cyber security, enterprise and reputational risks. The Board further understands, evaluates and oversees risk identification, risk management and risk mitigation strategies, including cyber security risks. The Board delegates to certain of its standing committees oversight of certain categories of risk. Those committees regularly report to the Board on matters relating to the specific areas of risk such committees oversee, and directors are encouraged to attend and participate, ex officio, in committee meetings, to ensure all directors engage in oversight of risks overseen by each committee. The roles of the standing committees in assisting the Board in its oversight of risk management are as follows:
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DELEK US HOLDINGS, INC.
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Board Oversight of Cyber Risk
Cyber risks are monitored through our ERM program, which is overseen by the Board with our Chief Operating Officer having overall responsibility for operational and information cyber security. In overseeing cyber risk, the Board follows the principles identified by the National Association of Corporate Directors in the oversight of cybersecurity risks.
At each regular meeting of the Board and the Audit Committee, cybersecurity risks and Company programs are discussed with the Chief Information Officer and others. Third parties are periodically engaged in the assessment of cybersecurity, including evaluating maturity under the National Institute for Security and Technology’s cybersecurity framework, testing informational and operational cyber defenses, and reviews of policies and procedures.
Board Oversight of Sustainability
The Company is committed to “doing the right thing” by operating in a sustainable and environmentally responsible manner. We are committed to our employees and the communities in which we operate. We have demonstrated this through strong markets and industry downturns. In our history, we have never conducted layoffs due to a market shift. Our employees are our greatest asset, and we are committed to supporting them and the local economies of their communities. In 2019, we produced our first Corporate Social Responsibility Report, which is available on the investor relations page of our website at www.delekus.com.
The Board, and the EHS Committee in particular, provide oversight and guidance on sustainability and ESG matters in connection with our projects and operations. For example, our corporate governance and ERM programs are designed to help sustain our organization through a wide range of market and operating scenarios, and our community development efforts benefit the health and growth of the communities we serve. In addition, we are committed to supporting our employees through our health and safety policies and retention efforts. With the Board’s oversight, we have:
We believe these activities support our business and are integral to achieving the goals we have for the Company.
Nomination of Directors
In accordance with our Governance Guidelines and the charter of the Governance Committee, the Governance Committee seeks to identify individuals qualified to become directors and considers such factors as it deems appropriate, including the individual's independence, education, experience, reputation, judgment, skill, integrity and industry knowledge. The Governance Committee considers the individual's contribution to the Board's overall diversity in the foregoing factors, the degree to which the individual's qualities and attributes complement those of other directors, and the extent to which the candidate would be a desirable addition to the Board and committees thereof. Directors should have experience in positions with a high degree of responsibility; be leaders in the organizations with which they are affiliated; and have the time, energy, interest and willingness to serve as a member of the Board.
While we do not have a specific policy regarding diversity of our Board members and nominees, we recognize the importance of diversity of viewpoints, industry and professional experiences, ethnicity, age, race, backgrounds, education, skill sets and gender. Among other criteria, the Governance Committee seeks candidates who have business and/or professional knowledge and experience applicable to our industry and businesses and the goals and interests of our stockholders; are well regarded in their communities with a long-term, good reputation for the highest ethical standards; possess common sense and good judgment; have a positive record of accomplishment in present and prior positions; offer diverse viewpoints; have an excellent reputation for preparation, attendance, participation, interest and initiative on other boards on which they may serve; and have the time, energy, interest and willingness to become involved in our business and future.
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The Governance Committee annually and periodically assesses whether the Board and its Committees possess the right diversity of skills and backgrounds for the current issues we face. Annually, the Governance Committee will assess this in connection with the nomination of directors for re-election to the Board as well as during the annual Board and committee self-assessments. From time to time, the Governance Committee utilizes the services of third parties to assist in identifying or evaluating director nominees. The Governance Committee will also consider nominees for directors recommended by our stockholders and will evaluate each such nominee using the same criteria used to evaluate director candidates identified by the Governance Committee. Stockholders wishing to make such recommendations may write to the Board in care of our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37027. Persons making submissions should include the full name and address of the recommended nominee, a description of the proposed nominee's qualifications and other relevant biographical information.