Anne-Marie Ainsworth
About Anne‑Marie N. Ainsworth
Independent director of HF Sinclair (DINO), age 68, serving since 2017. She chairs the Environmental, Health, Safety, and Public Policy Committee and also sits on the Finance Committee, bringing deep downstream operations and safety leadership experience; she holds the ICD.D designation from the Institute of Corporate Directors (Rotman/Haskayne) . The Board classifies her as independent under NYSE standards; all directors met ≥75% attendance in 2024 across 6 Board meetings and committee sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oiltanking Partners GP, L.P. & Oiltanking Holding Americas, Inc. | President & CEO | 2012–2014 | Led terminaling/storage/pipeline operations; executive operations accountability |
| Sunoco Inc. | Senior Vice President, Manufacturing | 2009–2012 | Oversaw refining manufacturing; process safety and reliability oversight |
| Motiva Enterprises, LLC (Norco Refinery) | General Manager | 2006–2009 | Site leadership; EHS and operational performance responsibility |
| Royal Dutch Shell | Various roles | Prior to 2006 (noted as prior service) | Downstream operations experience; industry expertise |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Pembina Pipeline Corporation | Director | Current | Midstream pipelines; no DINO-related transactions disclosed |
| Archrock, Inc. | Director | Current | Compression services; no DINO-related transactions disclosed |
| Kirby Corporation | Director | Current | Marine transportation; no DINO-related transactions disclosed |
Board Governance
- Committee assignments: Chair, Environmental, Health, Safety, and Public Policy; Member, Finance; overall Board independence confirmed by NYSE criteria .
- Attendance and engagement: Board met 6 times in 2024; EHS and Finance each met 4 times; all directors attended ≥75% of Board and committee meetings where they served .
- Independence safeguards: Independent Chair separate from CEO, regular executive sessions of independent directors, annual Board/committee self‑evaluations, mandatory retirement age 75, proxy access in place .
- Risk oversight: EHS Committee oversees environmental, health, safety, and public policy risks; Finance Committee oversees capital investment and cash flow strategies .
Fixed Compensation
| Year | Cash Components (Board/Committee) | Equity Components | Total |
|---|---|---|---|
| 2024 | Fees earned: $168,000 | Stock awards: $160,008 (3,772 RSUs granted Nov 13, 2024 for 2025 cycle) | $328,008 |
| 2025 structure (unchanged) | Annual Board cash retainer: $120,000; EHS Committee Chair: $20,000; Finance Committee Member: $14,000; no meeting fees | Annual RSU grant target: $160,000 FV; RSUs vest ~1 year from grant; dividend equivalents paid in cash | Components unchanged vs 2024 |
Notes:
- RSU grants are made in Q4 for the following fiscal year; 2025 Director Awards will vest on Dec 1, 2025; settlement in shares within 30 days of vesting .
- Directors may receive stipend for management‑requested on‑site/overnight operations‑related consultation ($2,400/$3,600 per day) .
Performance Compensation
Directors do not receive performance‑conditioned equity or cash; awards are time‑vested RSUs with dividend equivalents and standard acceleration upon change in control, death, disability or retirement .
| RSU Grant (Directors) | Grant Date | Number of RSUs | Grant Date Fair Value | Vesting | Dividend Equivalents | Acceleration Triggers |
|---|---|---|---|---|---|---|
| 2025 Director Award | Nov 13, 2024 | 3,772 | $160,008 | Vests Dec 1, 2025 | Cash equivalents equal to Company dividends; not forfeitable prior to vesting | Change in control; death, disability, retirement |
Context on EHS‑linked executive metrics overseen by her committee (illustrates governance impact on pay):
| 2024 Operational ESG Metrics (Segment) | Refining | Renewables | Lubricants & Specialties |
|---|---|---|---|
| Safety – zero employee/contractor recordables (% of target payout) | 96.4% | 250.0% | 158.3% |
| Process safety – zero Tier 1/≤1 Tier 2 events (% of target payout) | 114.3% | 250.0% | 183.3% |
| Environmental – perfect environmental days (% of target payout) | 98.2% | 250.0% | 204.2% |
| Reliability – non‑turnaround operational unavailability (% of target payout) | 200.0% | 25.0% | 200.0% |
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict at DINO | Disclosure |
|---|---|---|
| Pembina Pipeline Corporation | None disclosed by DINO | Independent status affirmed |
| Archrock, Inc. | None disclosed by DINO | Independent status affirmed |
| Kirby Corporation | None disclosed by DINO | Independent status affirmed |
Expertise & Qualifications
- Executive leadership across refining, terminals, and manufacturing; deep operations, safety, and environmental oversight experience from Sunoco, Motiva, Shell, and Oiltanking .
- ICD.D governance credential (Rotman/Haskayne), public company board experience across energy infrastructure and industrials .
- Skills matrix flags for industry background, operations management, risk management, health/safety/environment expertise and governance experience reflected by committee chair role .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Anne‑Marie N. Ainsworth | 28,008 | Includes 3,772 shares to be issued upon RSU settlement; directors subject to 5× annual Board cash retainer stock ownership guideline; as of Dec 31, 2024, all non‑management directors were compliant or within the five‑year grace period; anti‑hedging/anti‑pledging policy applies . |
Governance Assessment
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Strengths
- Independent director with robust downstream and EHS credentials; chairs the EHS Committee—aligned with HF Sinclair’s inclusion of ESG safety/environment/GHG metrics in executive incentives since 2012/2023 .
- Solid engagement: all directors ≥75% attendance; Board/committee cadence appropriate (6 Board, 4 EHS, 4 Finance) .
- Ownership alignment: 5× retainer stock guideline; compliance status and strict anti‑hedging/pledging policy .
- Director pay structure balanced: cash retainer plus time‑vested RSUs; no options; annual reviews benchmarked to a defined peer group; consultant independence affirmed (Meridian) .
-
Watch items / potential red flags
- Multiple external boards (three) increase time commitments; however, company’s governance review concluded no director’s commitments impair duties, and policy caps at “no more than three other public boards”—she is within policy .
- Dividend equivalents on unvested RSUs are paid in cash (not forfeitable), which modestly weakens pay‑for‑performance tension for directors, though this is common market practice .
- Related‑party exposure: none disclosed for Ainsworth; independence affirmed; company’s related‑party transactions primarily involve REH/Director Matthews and are overseen by Audit Committee under policy .
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Investor confidence signals
- Strong say‑on‑pay support (96% in 2024), reflecting broader governance/practices acceptance; independent Chair; annual elections; proxy access; executive sessions .
- EHS oversight with quantifiable operational metrics demonstrating performance rigor; Board refreshment and diversity initiatives .