Eric Nitcher
About Eric Nitcher
Eric L. Nitcher (age 62) has served as Executive Vice President, General Counsel of HF Sinclair since July 10, 2024, following a 33-year career at BP/Amoco including Group General Counsel & EVP, Legal (2017–2023) supporting the BP plc executive team and board across litigation, regulatory, M&A and JV matters . In 2024, HF Sinclair generated ~$177 million net income, ~$1.1 billion operating cash flow, and returned ~$1.1 billion to shareholders; cumulative TSR (from a 12/31/2019 base) stood at $81 vs. peer group $173 as of 2024, with AICP Adjusted EBITDA of ~$1.201 billion, framing the pay-for-performance environment underpinning his incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BP p.l.c. | Group General Counsel & EVP, Legal | 2017–2023 | Supported executive team/board; led global legal team across complex disputes, investigations, large-scale M&A and JV formation |
| BP/Amoco | Various senior legal roles (litigation, regulatory, M&A/JVs) | 1990–2016 | Advanced dispute resolution, compliance, and transaction execution across global businesses |
| Private practice (Wichita, KS) | Litigation and regulatory lawyer | Pre-1990 | Early legal foundation in litigation/regulatory matters |
External Roles
- No public company directorships or committee roles disclosed for Mr. Nitcher .
Fixed Compensation
| Item | 2024 Detail |
|---|---|
| Base salary | $620,000 (effective on appointment 7/10/2024) |
| Target annual bonus | 80% of base salary; max 160% (prorated for service from 7/10/2024 to performance period end 9/30/2024) |
| Actual 2024 bonus paid | $137,208 (135.7% of target; prorated) |
| Perquisites and other comp | $7,500 perquisite allowance (half-year), $275 reserved parking, $50,000 relocation lump sum, $21,073 relocation tax gross-up |
| Retirement/deferral | 401(k) match $20,700; retirement contribution $10,350; NQDC company match $1,850; no executive deferrals made |
| 2024 salary actually paid | $274,231 (partial year) |
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Element | Weighting | Target | Actual/Result | Payout impact |
|---|---|---|---|---|
| Financial (AICP Adjusted EBITDA + Available Free Cash Flow) | 40% | EBITDA target $2,580mm; FCF target $1,442mm | EBITDA actual $1,648.8mm (52.82% payout); FCF actual $1,992.8mm (200% payout); Weighted Financial payout 126% | Contributes to overall payout |
| Operational (ESG, Reliability, OpEx vs budget across segments) | 45% | Site-/segment-based targets | Examples: Refining Safety 96.4%, Environmental 98.2%, Reliability 200.0%; Renewables Safety 250.0%, Reliability 25.0%; Lubes Safety 158.3%, Reliability 200.0% | Contributes to overall payout |
| Strategic & Individual | 15% | Role-specific objectives | NEOs (incl. Nitcher) achieved 125% on this component | Contributes to overall payout |
| AIP payout summary | — | Target 80% of salary (prorated) | Overall payout 135.7% of target; paid $137,208 | 135.7% of target |
Notes: CEO’s weighting differs; Nitcher’s AIP was prorated from his 7/10/2024 start to the 9/30/2024 performance period end; annual bonus can be capped at 50% of target absent positive adjusted operating income .
Long-Term Equity Incentives
| Award | Grant date | Structure | Size/target | Vesting/Performance |
|---|---|---|---|---|
| New-hire RSU | 7/10/2024 | Time-vesting RSUs | 16,308 RSUs ($775,000 grant-date value) | 1/3 on 12/1/2024; 1/3 on 12/1/2025; 1/3 on 12/1/2026, subject to continued employment |
| 2025 annual RSU | 11/12/2024 | Time-vesting RSUs | 19,611 RSUs (50% of 2025 LTI target) | 1/3 on 12/1/2025; 1/3 on 12/1/2026; 1/3 on 12/1/2027, subject to continued employment |
| 2025 annual PSU | 11/12/2024 | Performance Share Units | Target 19,611 PSUs (50% of 2025 LTI target; 0–200% payout) | ROCE and TSR vs. peer set (CVR, Delek, Marathon, PBF, Phillips 66, Valero); performance period 10/1/2024–9/30/2027; vests 12/1/2027, service condition applies |
PSU performance framework (both 2024 and 2025 cycles): 50% ROCE vs Incentive Peer Group; 50% TSR vs Incentive Peer Group; payout from 0% to 200% based on percentile ranking; requires continued service through scheduled vest dates (with specified exceptions) .
Equity Ownership & Alignment
| Ownership/awards (as of relevant dates) | Amount |
|---|---|
| Beneficial ownership (Record Date 3/17/2025) | 3,088 shares |
| Unvested RSUs (12/31/2024) | 30,483 RSUs unvested |
| Outstanding PSUs (targets, schedule) | Target 19,611 PSUs for 2025 LTI; performance period 10/1/2024–9/30/2027; vests 12/1/2027 subject to service/performance |
| PSU count shown in “Outstanding” table | 39,222 (reflects maximum methodology in that table) |
Alignment policies and status:
- Officer stock ownership guidelines: General Counsel 3x base salary; five-year compliance window; retain 50% of net shares until compliant; all NEOs compliant or within the transition period as of 12/31/2024 .
- Anti-hedging/anti-pledging: Prohibits short sales, hedging, pledging, and margin accounts; employee policy applies to executives .
- Company policy prohibits hedging and pledging; directors and officers subject to retention and ownership policies .
Vesting calendar (monitor for potential Form 4 activity):
- RSUs: 12/1/2025; 12/1/2026; and 12/1/2027 (for the 2025 annual grant) .
- PSUs: 12/1/2027 settlement after the 10/1/2024–9/30/2027 performance period .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | None; executives are not party to employment agreements |
| Change-in-control (CIC) severance | Double-trigger; multiple = 2.0x (salary + 3-year avg bonus) for Nitcher; 1-year medical/dental continuation; equity vests at target on qualifying CIC termination |
| Severance Pay Plan (non-CIC) | Without Cause: 1x base salary + 1x target bonus paid over 12 months; 12 months COBRA at active rates; CEO higher multiple (not applicable to Nitcher) |
| Restrictive covenants | Confidentiality, non-disparagement, non-solicit (1 year), and non-compete (1 year) embedded in LTI award agreements; breach forfeits unvested awards |
| Clawbacks | Dodd-Frank mandatory clawback for financial restatements; discretionary clawback for misconduct; applies to annual and long-term incentives |
| Hedging/pledging | Prohibited for employees and directors |
| Tax gross-ups | No CIC excise tax gross-up; relocation-related tax gross-up paid in 2024 ($21,073) |
CIC/severance value snapshot (as of 12/31/2024):
- CIC + qualifying termination: $3,329,827 (cash $1,574,032; PSUs $687,366; RSUs $1,068,429; benefits —) .
- Termination without cause under Severance Plan: $1,116,000 (cash) .
- Death/disability acceleration: $60,468 (pro-rata vesting) .
Investment Implications
- Pay-for-performance linkage: 2024 AIP paid at 135.7% driven by strong Available Free Cash Flow performance (200% metric payout) despite EBITDA below target, aligning cash incentives with shareholder FCF outcomes . Multi-year PSUs are 100% relative (ROCE/TSR), creating direct sensitivity to peer-relative execution through 2027 .
- Retention and overhang: New-hire RSUs plus 2025 RSU/PSU mix (50/50 for General Counsel) with scheduled vesting on 12/1/2025–2027, and double-trigger CIC protection (2x multiple) provide retention while capping windfalls (no CIC tax gross-up) . Upcoming December vest dates merit monitoring for routine Form 4 activity but hedging/pledging is prohibited, supporting alignment .
- Ownership alignment: Required ownership at 3x salary, retention requirements until compliant, and prohibition on pledging/hedging mitigate misalignment and selling pressure risks; beneficial ownership and sizable unvested equity create skin-in-the-game .
- Governance and risk: Robust clawbacks (restatement and misconduct), no employment agreement, and double-trigger CIC terms reduce governance risk; say-on-pay support remains strong (96% in 2024), indicating investor acceptance of the program that also governs NEOs like the General Counsel .