Bruce Fleming
About Bruce Fleming
Bruce A. Fleming (age 68) is Executive Vice President — Montana Renewables & Corporate Development, serving in this role since February 2021, after previously leading Strategy & Growth since March 2016; prior roles include VP of M&A at Tesoro, Managing Director at Orient Refining Ltd., and senior operations/business development/planning roles at Amoco, culminating as VP of China business development. He holds a BS in Chemical Engineering (University of Delaware) and a PhD in Chemical Engineering (Princeton University), and is a member of the Board of M&A Standards . Company performance during his tenure includes FY2024 revenue of approximately $4.2 billion, a ~23% stock price increase in 2024, and ~67% total 3‑year cumulative TSR; FY2024 Adjusted EBITDA was $194.8 million and net loss was $222.0 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calumet | EVP — Strategy & Growth | Mar 2016–Feb 2021 | Corporate strategy and growth initiatives |
| Tesoro Corporation/Tesoro Companies Inc. | VP of M&A, Officer | 2004–2016 | Mergers & acquisitions leadership |
| Orient Refining Ltd. (Hong Kong) | Managing Director | 1997–2004 | Regional refining management |
| Amoco Oil/Amoco Corporation | Senior ops, BD, planning; VP China BD | 1981–1996 | Operations and business development; led China business development |
External Roles
| Organization | Role | Years |
|---|---|---|
| Board of M&A Standards | Member | Not disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 447,022 | 464,255 | 478,812 |
| Target Bonus % of Salary (min/target/stretch) | Not disclosed | 75% / 150% / 225% (unchanged from 2024) | 75% / 150% / 225% |
| Actual Bonus Paid ($) | — | — | 359,109 |
| All Other Compensation ($) | 25,652 | 19,715 | 140,242 |
Notes: 2024 “All Other Compensation” includes, among other items, Deferred Compensation Plan matching contributions of $119,703 .
Performance Compensation
2024 Short‑Term Cash Incentive Plan
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | Primary funding metric (no fixed % disclosed) | Min $230.0mm; Target $345.0mm; Stretch $460.0mm | $194.8mm | Below minimum; Committee exercised discretion to pay bonus ($359,109 to Fleming) | n/a |
| Business Unit & Individual Objectives | No specific weights; qualitative + objective criteria | Role‑specific goals | Not quantified | Considered in discretionary payout | n/a |
2024 Long‑Term Incentive (LTI) Opportunity
| Element | Minimum ($) | Target ($) | Stretch ($) | Outcome |
|---|---|---|---|---|
| 2024 Equity Incentive (performance‑based RSUs) | 144,525 | 289,050 | 433,575 | No awards earned for FY2024 performance |
2025 Long‑Term Equity Mix and Metrics
| Equity Vehicle | Weighting | Metric | Weight | Performance Period | Payout Opportunity | Vesting |
|---|---|---|---|---|---|---|
| PSUs | 50% | Relative TSR vs S&P SmallCap 600 | 33% | 1/1/25–12/31/27 | 0%–150% of target; capped at 100% if TSR negative | Earned PSUs vest through 12/31/2027 for 1‑yr metrics |
| PSUs | 50% | Net Deleveraging | 33% | 1/1/25–12/31/25 | 0%–150% of target | Service‑based vesting through 12/31/2027 |
| PSUs | 50% | Strategic Initiatives | 33% | 1/1/25–12/31/25 | 0%–150%; qualitative assessment with quarterly updates | Service‑based vesting through 12/31/2027 |
| RSUs | 50% | Time‑based | — | Grant date | n/a | Cliff vest at 3‑year anniversary |
Equity Ownership & Alignment
Ownership Breakdown (as of April 14, 2025)
| Component | Amount |
|---|---|
| Common shares beneficially owned | 587,498 |
| Vested RSUs (not yet settled) | 377,334 |
| Unvested RSUs | 184,287 |
| Total (common + vested + unvested RSUs) | 1,149,119 |
| Shares outstanding reference | 86,621,470 |
| Ownership as % of shares outstanding (common only) | ≈0.68% (587,498 / 86,621,470) |
Outstanding and Vested Awards Detail
| Item | Amount | Valuation/Detail |
|---|---|---|
| Unvested RSUs at FY‑end (12/31/2024) | 301,115 | Market value $6,630,552 using $22.02 closing price |
| RSUs vested during 2024 | 15,173 shares; value realized $244,740 | Value uses closing price on vesting date |
| Deferred Compensation RSUs balance (12/31/2024) | 242,764 RSUs | Aggregate balance $5,345,663; 2024 earnings $1,763,069; 2024 withdrawals $(4,009,225) |
Upcoming Vesting Schedule (from 12/31/2024 table)
| Vesting Date | RSUs Vesting |
|---|---|
| Feb 22, 2025 | 173,066 |
| Feb 21, 2026 | 20,621 |
| Aug 1, 2026 | 107,428 |
Alignment Policies
- No shorting, hedging, or pledging permitted under the Insider Trading Policy; trading only in approved windows with pre‑approval by General Counsel .
- No formal security ownership requirements for executives; equity ownership is fostered via LTIP .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None in effect as of 12/31/2024 |
| Change‑in‑Control (CIC) Plan — trigger | Qualifying termination without cause or for good reason within 3 months before or 12 months after change‑in‑control; severance contingent on release; no severance if comparable role with successor is declined |
| CIC severance multiple | 1.0x of base salary + target annual bonus for non‑CEO NEOs (applies to Fleming) |
| Benefits with CIC severance | 12 months medical/dental/vision; up to $10,000 outplacement; accelerated vesting of all unvested time/performance awards (performance vests at greater of target or actual through termination date) |
| RSU acceleration (non‑CIC) | Full acceleration upon death, disability, or normal retirement (after age 62); Deferred Compensation RSUs also fully vest under death/disability/retirement/change‑in‑control |
| Retirement eligibility | As of 12/31/2024, Fleming was the only NEO retirement eligible |
| Long‑term disability coverage | Enhanced LTD provides 60% of monthly earnings up to $15,000 per month until normal retirement age |
Performance & Track Record
| Indicator | Value/Detail |
|---|---|
| Revenue (FY2024) | ~$4.2 billion |
| Adjusted EBITDA (FY2024) | $194.8 million |
| Net Income (FY2024) | $(222.0) million |
| Stock performance | ~23% stock price increase in 2024; ~67% total 3‑year cumulative TSR |
| Strategic achievements aligned to Fleming’s remit | DOE loan facility of $1.44 billion, first tranche ~$782 million funded on Feb 18, 2025 for Montana Renewables MaxSAF™ expansion; expected SAF capacity increase to ~300 million gallons annually and ~330 million gallons combined SAF/renewable diesel; full recapitalization eliminated ~$80 million annual third‑party debt service during construction; sale of Royal Purple® industrial assets for ~$105 million cash proceeds in March 2025 |
Compensation Structure Analysis
- Year‑over‑year declines in total pay for NEOs in 2024 as the Company missed Adjusted EBITDA threshold but paid discretionary cash bonuses based on strategic achievements; Fleming’s 2024 total was $978,163 vs $2,233,970 in 2023 .
- Shift to 2025 PSU/RSU mix introduces three performance axes (Relative TSR, Net Deleveraging, Strategic Initiatives) with capped payouts if TSR is negative, tightening pay‑for‑performance alignment .
- No 2024 LTI earned (performance‑based RSUs) due to underperformance vs EBITDA goals, reinforcing performance sensitivity .
Related Party Transactions & Governance Policies
- Related Person Transaction Policy in place; Audit Committee review required for transactions >$120,000; no exceptions noted since Jan 1, 2024 .
- Insider Trading Policy filed as Exhibit 19.1 to the 2024 Form 10‑K; prohibits shorting, hedging, pledging, and margin accounts for Company securities .
Investment Implications
- Alignment: Fleming’s substantial ownership (587,498 common shares plus significant vested/unvested RSUs) and prohibition on pledging/hedging support alignment with shareholders and reduce forced‑selling risk tied to collateral calls .
- Near‑term supply: RSU vesting schedule implies potential share settlements of 173,066 on Feb 22, 2025, then 20,621 and 107,428 in 2026, which can create periodic insider selling pressure subject to trading windows and tax obligations .
- Retention and transition risk: Retirement eligibility and CIC terms (1.0x salary+target bonus plus accelerated vesting) present manageable financial severance exposure but create a pathway for accelerated equity realization in certain scenarios; watch for Item 5.02 updates and proxy changes .
- Pay‑for‑performance: 2025 PSU metrics (Relative TSR, deleveraging, initiatives) and cap if TSR is negative sharpen incentive quality; 2024 LTI non‑payment underscores sensitivity to EBITDA and execution—monitor Montana Renewables MaxSAF™ milestones and deleveraging progress to gauge prospective payouts .
- Company context: Despite FY2024 EBITDA shortfall, strategic wins (DOE funding, capacity expansion, recap) align with Fleming’s domain, suggesting medium‑term value creation potential contingent on execution and commodity spreads .