Anna Catalano
About Anna C. Catalano
Independent director of HF Sinclair (DINO) since 2017; age 65. Former Group Vice President, Marketing at BP plc, with extensive downstream retail marketing and international experience. Currently serves on HF Sinclair’s Compensation Committee and the Nominating, Governance and Social Responsibility Committee. The Board has determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP plc | Group Vice President, Marketing | 2000–2003 | Led global downstream retail marketing initiatives |
| Amoco/BP | SVP, Sales Operations | 1996–1999 | Responsible for U.S. retail portfolio across direct/distributor channels and product terminals |
| Amoco/BP | Various roles | 1979–1996 | Progressive downstream roles (not further specified) |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Ecovyst Inc. | Director | Current | Public company directorship |
| Frontdoor, Inc. | Director | Current | Public company directorship |
| Kraton Corporation | Director | 2011–Mar 2022 | Prior public board |
| Willis Towers Watson plc / Willis Group | Director | 2006–Jun 2022 | Prior public board (service continued through merger) |
Board Governance
- Committee assignments: Compensation Committee (member); Nominating, Governance and Social Responsibility Committee (member). No chair roles disclosed.
- Independence: Determined independent under NYSE standards.
- Attendance and engagement: The Board held 6 meetings in 2024; each then-current director attended at least 75% of Board and applicable committee meetings. Committee meetings in 2024: Audit (6), Compensation (4), Nominating/Governance/Social Responsibility (4), Environmental/Health/Safety/Public Policy (4), Finance (4), Executive (3).
- Governance practices relevant to directors: Independent Chair; executive sessions; ownership requirement = 5× annual Board cash retainer; prohibition on hedging/pledging; none of the directors serve on >3 other public company boards in addition to DINO’s Board.
Fixed Compensation
Policy structure for non‑management directors (unchanged for 2025):
- Annual cash retainer: $120,000; Committee chair retainer: $20,000; Committee member retainer: $14,000; Board Chair retainer: $200,000.
- Annual equity: RSUs valued at $160,000 (granted in Q4 prior year; one‑year vest). Dividend equivalents in cash; acceleration on change in control, death, disability, or retirement.
- Optional deferrals: Directors may defer cash retainers (NQDC) and RSUs (Directors Stock Deferral Plan). Participants disclosed did not include Catalano in 2024–2025 lists.
Catalano – actual reported compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $148,000 | $148,000 |
| Stock Awards (grant-date fair value) | $160,016 | $160,008 (2025 award granted Nov 13, 2024) |
| Total | $308,016 | $308,008 |
Equity grant details
| Award Year (Service) | Grant Date | RSUs (shares) | Fair Value | Vest Date |
|---|---|---|---|---|
| 2024 Director Award | Nov 8, 2023 | 3,005 | Included in 2023 total | Dec 1, 2024 |
| 2025 Director Award | Nov 13, 2024 | 3,772 | $160,008 | Dec 1, 2025 |
Notes
- Her 2024 cash fees match the policy math: $120,000 base + two committee memberships ($14,000 + $14,000) = $148,000.
Performance Compensation
- Not applicable to non‑management directors; equity grants are time‑based RSUs with no performance metrics.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Ecovyst Inc.; Frontdoor, Inc. |
| Prior public boards | Kraton Corporation (2011–Mar 2022); Willis Towers Watson plc / Willis Group (2006–Jun 2022) |
| Board overboarding check | Company states none of its directors serve on >3 other public company boards in addition to DINO’s Board |
| Potential interlocks/conflicts | No specific related‑party transactions disclosed for Catalano; REH designee on Board is Ross B. Matthews (not Catalano) |
Expertise & Qualifications
- Corporate and international business and marketing expertise from senior roles at BP/Amoco, including oversight of U.S. retail networks and terminals.
- Public company board governance experience across multiple industries.
Equity Ownership
| As‑of Date (Record Date) | Beneficially Owned Shares | Notes |
|---|---|---|
| Mar 25, 2024 (2024 proxy) | 24,236 | Includes 3,005 RSUs that may vest within 60 days under certain circumstances (non‑management directors), per footnote context in table |
| Mar 17, 2025 (2025 proxy) | 28,008 | Directors/officers individually and as a group each <1% of outstanding; no shares pledged |
- Ownership policy: 5× annual Board cash retainer; as of Dec 31, 2024, all non‑management directors were compliant or within the five‑year grace period.
- Hedging/pledging: Prohibited under Insider Trading Policy.
Say‑on‑Pay & Shareholder Feedback (context for governance quality)
| Year | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2024 | Executive compensation (advisory) | 158,260,683 | 6,545,515 | 325,052 | 15,625,869 |
| 2025 | Executive compensation (advisory) | 149,537,804 | 5,626,795 | 451,273 | 17,389,281 |
Director election results for Catalano
| Year | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 | 160,398,344 | 4,470,314 | 262,592 | 15,625,869 |
| 2025 | 150,930,183 | 4,438,390 | 247,299 | 17,389,281 |
Compensation Committee Analysis (relevance to her committee role)
- The Compensation Committee retains Meridian Compensation Partners as its independent consultant; the committee annually assesses Meridian’s independence and reports no conflicts.
- Executive compensation program includes double‑trigger CIC provisions, robust stock ownership/retention, and Dodd‑Frank/NYSE‑compliant clawbacks; high say‑on‑pay support in recent years.
Governance Assessment
- Strengths: Independent director with deep downstream marketing and international experience; serves on Comp and Nominating/Governance committees; strong shareholder support in director elections; Company policies require meaningful director stock ownership and prohibit hedging/pledging; attendance threshold achieved Board‑wide; no overboarding.
- Alignment: Catalano’s compensation is predominantly equity (annual $160k RSUs) plus cash retainer/committee fees consistent with peers and committee workload; ownership policy at 5× retainer promotes skin‑in‑the‑game.
- Potential red flags: None disclosed specific to Catalano (no related‑party ties noted; independence affirmed). Ongoing REH shareholder designee on the Board is not Catalano and is disclosed separately.