Franklin Myers
About Franklin Myers
Franklin Myers, age 72, has served as an independent director of HF Sinclair (DINO) since 2011 and as independent Chairperson of the Board since February 2019. He is an Operating Partner at Quantum Energy Partners (since 2024), and previously held senior finance and legal roles at Cameron International (including SVP & CFO 2003–2008, President of the compression business 1998–2001, and SVP & General Counsel 1995–1999), and Baker Hughes (SVP & General Counsel 1988–1995); he was also a partner at Fulbright & Jaworski. Myers is designated an Audit Committee financial expert and is deemed independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Notes/Scope |
|---|---|---|---|
| Cameron International Corporation | Senior Vice President & Chief Financial Officer | 2003–2008 | Senior finance leadership at a publicly traded energy equipment provider |
| Cameron International Corporation | President, Compression business | 1998–2001 | P&L leadership of a core segment |
| Cameron International Corporation | Senior Vice President & General Counsel | 1995–1999 | Led legal function during industry and corporate change |
| Baker Hughes Incorporated | Senior Vice President & General Counsel | 1988–1995 | Senior legal leadership at a global oilfield services firm |
| Paine & Partners, LLC | Operating Advisor | 2009–2012 | Private equity advisory in industrials/energy |
| Cameron International Corporation | Senior Advisor | 2008–2009 | Strategic advisory following executive tenure |
| Fulbright & Jaworski (now Norton Rose Fulbright) | Associate/Partner | 1978–1988 | Corporate/energy legal practice |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Quantum Energy Partners | Operating Partner | Since 2024 | Energy-focused private equity; strategic/operational expertise |
| Comfort Systems USA, Inc. | Director | Current | Public company oversight in industrial services |
| NCS Multistage Holdings, Inc. | Director | Feb 2017–Jun 2020 | Oilfield services governance |
| Frontier Oil Corporation | Director | 2009–2011 | Pre-merger board (Frontier merged with Holly in 2011) |
Board Governance
- Board leadership: HF Sinclair separates Chairperson and CEO roles; Myers serves as independent Chairperson, facilitating agenda-setting, information flow, and executive sessions of independent directors.
- Independence: The Board determined Myers is independent under NYSE standards; he chairs the Executive Committee and serves on Audit and Compensation Committees.
- Engagement/attendance: In 2024 the Board met 6 times; committees met as shown below; all directors attended at least 75% of Board and committee meetings.
| Committee | Myers’ Role | 2024 Meetings |
|---|---|---|
| Executive | Chairperson | 3 |
| Audit | Member; Audit Committee financial expert | 6 |
| Compensation | Member | 4 |
- Ownership/holding policies: Directors must hold Company stock equal to 5× the annual Board cash retainer; as of Dec 31, 2024, all non-management directors were in compliance or within the 5-year grace period; hedging and pledging are prohibited.
Fixed Compensation
- Program structure (unchanged for 2025): Annual cash retainer $120,000; Chair of the Board retainer $200,000; RSU grant ~$160,000; committee retainers—Audit Chair $27,500 / member $17,500; Compensation Chair $20,000 / member $14,000; Nominating Chair $20,000 / member $14,000; EHS&P Chair $20,000 / member $14,000; Finance Chair $20,000 / member $14,000.
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly; eligible for NQDC deferral |
| Chair of the Board retainer | $200,000 | Paid quarterly |
| Annual RSU grant | ~$160,000 | Granted prior year Q4; 2025 award granted Nov 2024 |
| Committee retainers (Audit member) | $17,500 | Applies per membership |
| Committee retainers (Comp member) | $14,000 | Applies per membership |
- Actual 2024 compensation (reported in 2025 proxy): Fees earned/paid in cash $350,130; Stock awards (2025 Director Award granted Nov 13, 2024) $160,008; Total $510,138.
| 2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $350,130 |
| Stock awards (RSUs) | $160,008 |
| Total | $510,138 |
- Deferred compensation: Myers participated in the Executive Nonqualified Deferred Compensation Plan in 2024 and deferred all cash retainers; he also elected to defer his 2025 Director RSU award under the Directors Stock Compensation Deferral Plan.
Performance Compensation
Directors do not receive options or PSUs; equity is time-based RSUs with standard vesting and change-in-control acceleration; directors receive cash dividend equivalents on outstanding RSUs; awards may be deferred.
| Equity Award Term | Detail |
|---|---|
| Award type | RSUs (director equity) |
| 2025 Director Award grant (reported in 2024) | 3,772 RSUs granted Nov 13, 2024 |
| Vesting date | December 1, 2025 (or next business day) |
| Dividend equivalents | Cash dividend equivalents paid; not forfeitable |
| Change-in-control | Outstanding RSUs accelerate on change in control (if serving immediately prior) |
| Deferral election | Myers elected to defer his 2025 Director Award |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Comfort Systems USA, Inc. | Director | Interlock: DINO director Rhoman J. Hardy also serves as a Comfort Systems USA director |
- Network considerations: Shared board service at Comfort Systems USA with another DINO director (Hardy) may create information flow; both are independent at DINO.
Expertise & Qualifications
- Audit/finance: Former public-company CFO; designated Audit Committee financial expert.
- Legal/governance: Former GC at Cameron and Baker Hughes; partner at Fulbright & Jaworski; deep familiarity with regulated energy businesses.
- Industry/operations: Decades in energy equipment and services; led business unit operations at Cameron.
- Capital markets/M&A: Senior advisory roles at Cameron and private equity advisory roles; board experience across energy/industrial firms.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date basis) | 154,065 shares of DINO common stock |
| RSUs report treatment | Non-management directors’ totals include 3,772 RSUs that may vest and be settled within 60 days under certain circumstances |
| Ownership guideline | Directors must hold Company stock equal to 5× annual Board cash retainer; compliance or grace-period status affirmed for all non-management directors as of Dec 31, 2024 |
| Hedging/pledging | Company policy prohibits hedging and pledging of Company stock by directors |
| Options/pledged shares | Company does not grant stock options to directors; no pledging permitted; no pledges disclosed for directors |
Governance Assessment
-
Strengths
- Independent Chairperson separate from CEO; robust responsibilities promoting effective oversight and executive sessions of independent directors.
- Deep finance and legal background; Audit Committee financial expert; service on Audit and Compensation enhances board effectiveness.
- Strong engagement: Board met 6 times; committees active; all directors met ≥75% attendance expectation.
- Alignment policies: 5× retainer stock ownership requirement; anti-hedging/pledging; director RSUs with standard vesting; ability to defer equity/cash.
- No disclosed related-party transactions or compensation committee interlocks involving Myers; committee independence affirmed.
-
Monitoring items / potential conflicts
- Interlock: Shared external directorship at Comfort Systems USA with another DINO director (Hardy) warrants monitoring for potential information dynamics; independence at DINO is affirmed.
- Broader company context includes ongoing related-party framework with REH Advisors (Sinclair legacy), approved by the Audit Committee; not linked to Myers but relevant for overall governance vigilance.
-
Shareholder sentiment
- High say‑on‑pay support (≈96% in 2024), indicating investor confidence in compensation governance.