Manuel Fernandez
About Manuel J. Fernandez
Independent director of HF Sinclair (NYSE: DINO). Age 63; director since 2020. Former Managing Partner of KPMG’s Dallas office and Southwest market leader, with deep audit, financial reporting and talent leadership experience. Designated audit committee financial expert; currently serves on the board of Jacobs Solutions Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner, Dallas office; Market Leader, Southwest Region (audit, tax, advisory) | 2009–2020 | Led regional market; oversaw audit/tax/consulting; member National Inclusion & Diversity Board; National Managing Partner for Talent Acquisition; Co-Chair National Hispanic/Latino ERG |
| KPMG LLP | Various leadership positions (joined 1984) | 1984–2020 | Senior financial reporting expertise; talent acquisition leadership; diversity governance roles |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Jacobs Solutions Inc. | Director | Current public company directorship |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member. Audit financial expert designation. Independent under NYSE/Board guidelines.
- Attendance and engagement: Board met 6 times in 2024; Audit Committee 6; Compensation Committee 4. All directors attended at least 75% of Board/committee meetings. Executive sessions of independent directors held regularly.
- Chair/leadership framework: Independent Chairperson (separate from CEO); regular executive sessions; annual board and committee evaluations; strong refreshment and diversity practices.
- Risk oversight: Audit Committee oversees financial reporting, internal control, cybersecurity; Compensation Committee oversees human capital and pay risk.
Fixed Compensation
| Component (Directors) | 2024 Amount/Term | 2025 Term |
|---|---|---|
| Annual cash retainer | $120,000 | $120,000 |
| Audit Committee chair retainer | $27,500 | $27,500 |
| Compensation Committee member retainer | $14,000 | $14,000 |
| RSU annual grant (grant-date fair value) | $160,008 | $160,008 |
| Fees earned or paid in cash (Fernandez actual 2024) | $179,000 | — |
| Total (Fernandez actual 2024) | $339,008 | — |
| Meeting fees | None (not paid) | None |
Director compensation policy unchanged from 2024 to 2025. Meridian Compensation Partners serves as independent consultant; Compensation Committee affirmed Meridian’s independence and no conflicts; director pay benchmarked against a 17-company peer group (refining and process industries).
Deferral elections (alignment):
- Participated in the Executive Nonqualified Deferred Compensation Plan (NQDC); elected to defer all 2024 cash retainers.
- Participated in Directors Stock Compensation Deferral Plan; elected to defer 2024 RSU and 2025 Director Award.
Performance Compensation
| Equity Instrument | Grant Date | Number of Units | Grant-date FV | Vesting | Notable Terms |
|---|---|---|---|---|---|
| Director RSU (2025 Director Award) | Nov 13, 2024 | 3,772 | $160,008 | Vests Dec 1, 2025 (or next business day) | Dividend equivalents in cash; accelerated vesting upon change in control or death/disability; settlement within 30 days of vest event; directors must continue service to vest. |
| Deferral of RSUs | 2024/2025 | Up to 100% of RSU | Tracks HF Sinclair common stock | Distribution upon separation/disability/death | Elected to defer 2024 and 2025 Director Awards into Director Stock Deferral Plan. |
Note: Director equity is time-based RSUs; no director performance metrics tied to RSU vesting (metrics apply to executive LTIP only).
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts Disclosed |
|---|---|---|
| Jacobs Solutions Inc. | Director | No related-party transactions disclosed involving Fernandez; Compensation Committee members (including Fernandez) reported no relationships requiring related-party disclosure; no interlocking compensation committee issues. |
Expertise & Qualifications
- Audit/financial reporting leadership from KPMG (audit, accounting, internal controls); designated audit committee financial expert.
- Human capital and inclusion experience (National Managing Partner Talent Acquisition; Inclusion & Diversity Board).
- Governance: Extensive public company board service; recognized for financial sophistication and management experience.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 14,235 |
| Shares outstanding (record date) | 188,407,394 |
| Ownership as % of shares outstanding | ~0.0076% (14,235 / 188,407,394) |
| RSUs that may settle within 60 days (counted in beneficial ownership per SEC rules) | 3,772 |
| Stock ownership guideline (directors) | 5x annual Board cash retainer; 5-year compliance window; all non-management directors compliant or within grace period at 12/31/24. |
| Hedging/pledging | Prohibited by Insider Trading Policy. |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (NYSE standards). |
| Committee roles | Audit Chair; Compensation member; Audit financial expert. |
| 2024 meeting cadence | Board 6; Audit 6; Compensation 4; all directors ≥75% attendance. |
| Executive sessions | Regular independent director sessions at Board/committees. |
| Stockholder rights | Annual director elections; majority voting with resignation policy; proxy access; special meeting rights (25%); no poison pill; no supermajority provisions. |
Governance Assessment
- Strengths: Audit Committee chaired by an audit financial expert, enhancing oversight of financial reporting and internal control risks; independence affirmed; robust director ownership policy with dividend-equivalent RSUs and deferral options that align interests; anti-hedging/pledging reduces misalignment risk; active committee work with clear risk oversight charters.
- Engagement: Board/committee meeting cadence indicates substantial oversight; all directors met attendance thresholds; regular executive sessions support independent challenge.
- Compensation alignment: Director pay mix (cash + time-based equity) is moderate and benchmarked; policy unchanged year-over-year; independent pay consultant retained with no conflicts.
- Conflicts: No related-party transactions disclosed involving Fernandez; Compensation Committee interlocks absent; company-wide related party transactions are subject to Audit Committee review under formal policy.
RED FLAGS: None identified specific to Fernandez. Company policies prohibit pledging/hedging; no Section 16(a) filing delinquencies reported for Fernandez (one director, Echols, had late filings unrelated to Fernandez).
Signals to investors: Audit chairmanship and financial expert status support board effectiveness in a cyclical, capital-intensive business. Deferral of both cash retainers and RSUs indicates long-term orientation. Say-on-pay support (96% in 2024) suggests strong shareholder confidence in governance and pay practices.