Jeanne Johns
About Jeanne M. Johns
Jeanne M. Johns (age 62) is an independent director of HF Sinclair (DINO), serving since 2024, with deep operating, safety, and international experience from a 30-year career at BP and as CEO/Managing Director of Incitec Pivot Ltd. She currently serves on HF Sinclair’s Environmental, Health, Safety, and Public Policy Committee and the Nominating, Governance and Social Responsibility Committee; she was appointed to the Board effective February 13, 2024 and to her committees on May 22, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incitec Pivot Ltd. | Chief Executive Officer & Managing Director | Nov 2017 – Jun 2023 | Led multinational fertilizers and civil explosives manufacturer; board service concurrent with CEO role |
| BP plc | Head of Safety & Operational Risk, Downstream | 2011 – 2015 | Oversight of safety/risk programs across downstream operations |
| BP plc | Head, BP Group Operating Management System Excellence | 2013 – 2015 | Operating management system leadership and excellence initiatives |
| BP plc | President, Asian Olefins & Derivatives | 2008 – 2010 | Regional leadership for petrochemicals businesses in Asia |
| BP North America | President, Natural Gas Liquids | 2004 – 2007 | Commercial and operational leadership of NGL businesses |
| BP Global Petrochemicals | Technical VP HSE, Manufacturing Excellence, Engineering & Projects | 2002 – 2003 | Technical leadership in HSE and manufacturing excellence |
| BP (Toledo Refinery) | Refinery Manager & Business Unit Leader | 1999 – 2001 | Site leadership and operations management |
External Roles
| Company | Role | Dates | Notes |
|---|---|---|---|
| Incitec Pivot Ltd. | Director (with CEO role) | Nov 2017 – Jun 2023 | Prior board service; no current U.S. public company boards disclosed |
Board Governance
- Independence: The Board determined Ms. Johns is independent under NYSE standards .
- Committees: Environmental, Health, Safety, and Public Policy (member); Nominating, Governance and Social Responsibility (member) .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024; the Board held six meetings .
- Executive sessions and governance: Independent Chair; regular executive sessions; annual Board/committee evaluations .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Environmental, Health, Safety, and Public Policy | Member | 4 | Independent |
| Nominating, Governance & Social Responsibility | Member | 4 | Independent |
Fixed Compensation
- Structure: Non-management director annual cash retainer $120,000; committee member fees $14,000 per committee (chair $20,000); annual director RSU grant ~$160,000; no per-meeting fees; expense reimbursement for Board duties .
- 2024 actuals for Ms. Johns: Fees earned $122,868 (pro-rated for partial year and committee start date); Stock awards $280,238 (2,020 RSUs granted Feb 14, 2024 upon appointment; 3,772 RSUs granted Nov 13, 2024 for 2025 Director Award) .
- Vesting: 2025 Director RSUs vest on December 1, 2025; director RSUs generally vest in ~1 year; dividend equivalents paid in cash during vesting period; accelerated vesting on change-in-control, death, disability, or retirement .
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $122,868 | Pro-rated; committee assignments effective May 22, 2024 |
| Annual Cash Retainer (standard) | $120,000 | Policy level (not pro-rated figure) |
| Committee Membership Fee (per committee) | $14,000 | Applies to each committee where member (not chair) |
| Equity – 2025 Director Award (RSUs) | $160,008 grant-date fair value | 3,772 RSUs granted Nov 13, 2024; vest Dec 1, 2025 |
| Equity – Appointment Grant (RSUs) | 2,020 RSUs | Granted Feb 14, 2024 in connection with Board appointment |
| Meeting Fees | $0 | No per-meeting fees paid |
Performance Compensation
- Directors do not receive performance-based pay; equity grants are RSUs vesting based on continued service, not on performance metrics .
| Performance-Based Components | Details |
|---|---|
| None | Director RSUs vest on time-based service; no PSU awards for directors |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ms. Johns .
- Prior public company boards: Incitec Pivot Ltd (with CEO role) .
- Interlocks/Conflicts: Compensation Committee disclosed no interlocks; Ms. Johns is not a member of the Compensation Committee . Proxy related-party section does not list transactions involving Ms. Johns .
| Company | Role | Dates | Interlocks/Notes |
|---|---|---|---|
| Incitec Pivot Ltd. | Director (with CEO role) | Nov 2017 – Jun 2023 | No disclosed interlocks at HF Sinclair; not on HF Sinclair Compensation Committee |
Expertise & Qualifications
- Executive leadership and board governance from CEO role at Incitec Pivot; extensive downstream operations and refinery management experience at BP .
- Health/Safety/Environment and risk management expertise (Head of Safety & Operational Risk; technical HSE leadership) .
- International experience across U.S., UK/Europe, and Asia/China; marketing/operations background aligned with energy and chemicals sectors .
Equity Ownership
- Beneficial ownership: 5,792 shares as of the record date; counts include 3,772 RSUs that may settle within 60 days under certain circumstances, per proxy methodology .
- Outstanding director equity: As of Dec 31, 2024, 2025 Director Awards were the only outstanding equity awards held by non-management directors; Ms. Johns elected to defer her 2025 Director Award .
- Ownership guidelines: Directors must hold shares equal to 5x the annual Board cash retainer; five-year compliance window; all non-management directors either in compliance or within grace period as of Dec 31, 2024 .
- Deferrals: Participated in the Executive Nonqualified Deferred Compensation Plan (NQDC) and the Directors Stock Compensation Deferral Plan; elected to defer all 2024 cash retainers and deferred 2024 RSU and 2025 Director Award .
- Hedging/pledging: Prohibited for directors under insider trading policy .
| Ownership Item | Detail |
|---|---|
| Beneficial Shares | 5,792 |
| RSUs Outstanding (Director 2025 Award) | 3,772 RSUs; vest Dec 1, 2025; Ms. Johns elected deferral |
| Director Ownership Guideline | 5x annual Board cash retainer; compliance or grace period as of Dec 31, 2024 |
| Hedging/Pledging Policy | Hedging and pledging prohibited |
| Deferred Compensation Elections | Deferred all 2024 cash retainers; deferred 2024 RSU and 2025 Director Award |
Governance Assessment
- Board effectiveness: Johns’ safety, operational risk, and refinery leadership background strengthens oversight for EHS and operational reliability; committee placement reflects domain expertise .
- Independence and engagement: Independent status; Board and committees with robust governance features (independent Chair, executive sessions, annual evaluations); Board met six times in 2024; directors met attendance thresholds .
- Alignment and incentives: Strong ownership alignment via 5x retainer guideline and her deferral of cash and equity grants; anti-hedging/pledging policies reduce misalignment risk; director equity is time-based (lower risk of short-term gaming) .
- Conflicts/RED FLAGS: No related-party transactions disclosed involving Ms. Johns; largest related-party exposure at HF Sinclair relates to REH and a different director (Ross B. Matthews); Johns is not implicated in those arrangements .
- Shareholder signals: Company’s say‑on‑pay support ~96% in 2024 suggests investor confidence in compensation governance broadly, though this focuses on executives; the Board maintains stockholder-friendly policies (proxy access, special meeting rights, majority voting, no hedging/pledging) that underpin governance quality .