Daniel J. Sajkowski
About Daniel J. Sajkowski
Independent director (age 65) since July 2024; previously served on the board of the General Partner from September 2014 to July 2024. He is Executive Vice President, Growth and New Ventures, at The Heritage Group (since 2013), and holds B.S. and M.S. in Chemical Engineering (University of Michigan), a Ph.D. in Chemical Engineering (Stanford), and completed Harvard’s General Manager Program. Core credentials: multi-decade refining/operator roles at BP/Amoco (refining technology, integrated supply/trading, Whiting refinery business unit lead), and downstream technology leadership at Sapphire Energy—skills aligned to CLMT’s refining and risk oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Heritage Group | EVP, Growth & New Ventures | 2013–present | Strategic growth, portfolio/new ventures oversight |
| Sapphire Energy | Senior Director — Downstream Technology | 2010–2013 | Downstream tech leadership |
| BP/Amoco | VP, Refining Technology | 2000–2002 | Refining technology leadership |
| BP/Amoco | Manager, Integrated Supply & Trading | 2002–2004 | Supply/trading management |
| BP (Whiting, IN) | Business Unit Leader, Whiting Refinery | 2004–2010 | Large-scale refinery operations leadership |
| Calumet (General Partner) | Director | Sep 2014–Jul 2024 | Long-tenured GP board oversight prior to conversion |
External Roles
| Organization | Position | Public/Private | Notes |
|---|---|---|---|
| The Heritage Group | EVP, Growth & New Ventures | Private | Also designated Sajkowski as a CLMT board nominee under Stockholders’ Agreement |
| Other public company boards | — | — | None disclosed in proxy |
Board Governance
- Independence and designation: Board classifies Sajkowski as an independent director; he was designated by The Heritage Group under a Stockholders’ Agreement that affords THG board nominee rights and requires that, while its rights persist, each committee include one THG designee. The Board reviewed ordinary-course commercial relationships (including THG) and deemed them immaterial (<1% of counterparties’ revenues) and not independence-impairing .
- Committee assignments: Risk Committee Chair; member, Nominating & Governance Committee. 2024 meetings: Risk (4); Governance (4) .
- Attendance: In 2024, no director attended fewer than 75% of the aggregate Board and applicable committee meetings; Board held 7 meetings, committees 28 collectively .
- Board leadership/independent oversight: Chair is not independent; lead independent director (Karen Twitchell) presides over executive sessions and can call sessions of independent directors .
Fixed Compensation
| Component | Amount / Policy | Notes |
|---|---|---|
| 2024 Cash fees (Sajkowski) | $92,500 | Fees earned or paid in cash for 2024 |
| Annual board cash retainer (non‑employee) | $80,000 | Program terms |
| Committee chair fees (Risk) | $10,000 | “All other committee” chair annual fee |
| Governance Committee member fee | $7,500 | Non‑chair Governance annual fee |
Note: Sajkowski joined the Board in July 2024; program fees above are annual policies, while reported cash fees reflect actual service/deferral elections for 2024 .
Performance Compensation
| Equity Element | 2024 Value / Detail | Vesting/Other |
|---|---|---|
| Annual RSU grant (non‑employee directors) | $100,000 (grant-date fair value) | Standard annual equity for non-employee directors; values computed per ASC 718 |
| Outstanding RSUs as of 12/31/2024 (Sajkowski) | 69,618 units | Includes RSUs held under the Deferred Compensation Plan, if any |
| Deferred Compensation Plan (director elections) | Directors may defer fees into RSUs; matching RSUs awarded at committee discretion | 2024 matching RSUs granted to directors who deferred: Carter 2,195; Schumacher 1,825; Raymond 1,953; Boss 1,610 (Sajkowski not listed) |
- Clawback/recoupment: LTIP includes recovery provisions; company also maintains a Nasdaq 10D‑1‑compliant clawback policy for incentive-based compensation following restatements (primarily covering executives) .
Other Directorships & Interlocks
| Entity | Relationship | Governance Note |
|---|---|---|
| The Heritage Group | Significant stockholder with board nomination rights | Sajkowski (and Raymond) designated by THG; while THG holds ≥5%, committee composition and certain board actions are subject to THG rights/consents per Stockholders’ Agreement |
Expertise & Qualifications
- Education: B.S. and M.S., Chemical Engineering (University of Michigan); Ph.D., Chemical Engineering (Stanford); Harvard General Manager Program .
- Domain expertise: Refining operations, supply/trading, downstream technology; brings planning/operational oversight capability relevant to CLMT’s risk governance remit .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Reference Basis |
|---|---|---|---|
| Daniel J. Sajkowski | 161,959 | <1% | 86,621,470 shares outstanding as of 4/14/2025; “<1%” per table |
- Hedging/pledging: Company policy prohibits shorting, hedging, and pledging of company securities by directors and employees .
- Section 16(a) compliance: All directors and executive officers filed timely in 2024, except one administrative error related to another officer (not Sajkowski) .
Governance Assessment
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Strengths
- Relevant operating depth for Risk Committee leadership; chaired a committee that met 4 times in 2024 with a clear remit over strategic/operational/market/legal/reputational risk and coordination across committees .
- Independent director with strong attendance norms evidenced at the board level; board has lead independent director to counterbalance a non‑independent chair .
- Balanced director pay mix with meaningful equity ($100k RSUs) supporting alignment; outstanding RSU balance suggests durable equity linkage .
-
Potential Risks / Watch items
- The Heritage Group designation and rights (including committee inclusion and certain consents) create potential perceived influence; the Board concluded such relationships were immaterial and did not impair independence, but investors may monitor for conflicts given Sajkowski’s THG executive role and Risk Chair position .
- Cash fee variance vs. annual policy likely due to mid‑year appointment; investors should track 2025 full‑year compensation and any changes in committee workload/fees .
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Net view: Governance profile is constructive for risk oversight given industry expertise and committee leadership; THG interlock is disclosed and monitored under independence policy thresholds. Continued transparency on committee activities and director equity retention will support investor confidence .