R. Craig Knocke
About R. Craig Knocke
Independent director since 2019 (age 55), Finance Committee Chair and member of the Nominating, Governance and Social Responsibility Committee. He is Director of Turtle Creek Trust Company, Chief Investment Manager and Portfolio Manager of Turtle Creek Management, LLC, and a Principal and non-controlling manager/member of TCTC Holdings, LLC. The Board determined his independence despite TCTC’s 6.67% beneficial ownership, concluding the relationship does not impair independence. Knocke brings significant financial expertise and investment management experience to HF Sinclair’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turtle Creek Trust Company | Co-founder; Director | Since 2009 | Oversight of fiduciary and investment operations |
| Turtle Creek Management, LLC | Chief Investment Officer; Portfolio Manager | Since 2007 | Investment strategy and portfolio management |
| TCTC Holdings, LLC | Principal; non-controlling manager/member | Since 2009 | Bank holding company governance and capital allocation |
| Brown Brothers Harriman & Co. | Vice President; Portfolio Manager | Prior to 2007 | Institutional asset management |
| Salomon Brothers | Various positions | Prior | Capital markets exposure |
| Texas Instruments | Various positions | Prior | Corporate finance/operations exposure |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Turtle Creek Trust Company | Director | No (private trust company) | Part of TCTC, a banking, securities, and investment management firm |
| Turtle Creek Management, LLC | CIO/Portfolio Manager | No | Registered investment adviser |
| TCTC Holdings, LLC | Principal; Manager/Member | No | Beneficial owner of 6.67% of HF Sinclair shares; Knocke not deemed beneficial owner of those shares due to lack of voting/dispositive power |
Board Governance
| Item | Details |
|---|---|
| Board Independence | Independent under NYSE standards; Board affirmed independence after reviewing his TCTC affiliations |
| Committees | Finance Committee Chair; Nominating, Governance & Social Responsibility Committee member |
| Committee Meeting Cadence (2024) | Finance: 4; Nominating, Governance & Social Responsibility: 4; Board met 6 times |
| Attendance | All directors attended at least 75% of meetings of the Board and committees on which they served in 2024 |
| Governance Practices | Independent chair; annual elections; majority voting with resignation policy; proxy access; 5x cash retainer director stock ownership requirement; anti-hedging/pledging policy |
| Lead Independent Director | Not applicable; Board has separate independent Chair |
| Executive Sessions | Regular executive sessions of independent directors at Board and committee meetings |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Standard for non-management directors |
| Committee Chair Fee (Finance) | $20,000 | Chair retainer |
| Committee Member Fee (Nominating, Governance & Social Responsibility) | $14,000 | Member retainer |
| 2024 Fees Earned or Paid in Cash (Actual) | $160,174 | As disclosed in Director Compensation Table |
| Nonqualified Deferred Compensation Participation | Yes | Elected to defer all 2024 cash retainers into NQDC plan |
Performance Compensation
| Grant | Grant Date | Units | Fair Value | Vesting | Dividends | Deferral Election |
|---|---|---|---|---|---|---|
| 2025 Director RSU Award | Nov 13, 2024 | 3,772 | $160,008 | Vests Dec 1, 2025 | Dividend equivalents in cash; not forfeitable | Elected to defer 2025 Director Award |
Notes:
- Director RSUs are time-based; no performance metrics apply to director equity awards .
- Accelerated vesting upon change in control or death/disability; settlement within 30 days of vest .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict | Board Determination |
|---|---|---|---|
| TCTC Holdings, LLC | 6.67% beneficial owner of DINO | Knocke is Principal/non-controlling manager/member; could present perceived influence via large holder | Board determined relationship does not impair independence |
| REH Advisors/Company | 8.52% beneficial owner; ongoing transactions with Company | Different director (Ross B. Matthews) designated by REH Parties; transactions reviewed by Audit Committee | Not linked to Knocke; included for broader governance context |
Expertise & Qualifications
- Financial expertise and executive/general management experience; investment management background highlighted in nominee skills matrix and biography .
- Risk management and capital markets experience supports Finance Committee leadership .
- Age 55; director since 2019; contributes to average independent director tenure and skills diversity targets .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 30,410 [includes 3,772 RSUs that may settle within 60 days under certain circumstances] |
| Shares Outstanding (Record Date) | 188,407,394 |
| Ownership as % of Outstanding | ~0.016% (calculated from 30,410 / 188,407,394; sources cited above) |
| Outstanding Director RSUs | 3,772 (2025 Director Award) |
| Anti-Hedging/Pledging | Prohibited by Insider Trading Policy |
| Ownership Guideline | 5x annual Board cash retainer; compliance within 5 years of election (directors compliant or within grace period as of Dec 31, 2024) |
Governance Assessment
- Board effectiveness: Finance Committee chair role places Knocke at the center of capital allocation oversight (cash flow forecasts, capital budgets, project performance), a critical area for investor returns. His investment and capital markets background aligns well with this mandate .
- Independence and conflicts: Despite TCTC’s 6.67% stake, the Board formally determined Knocke remains independent; he lacks voting/dispositive power over TCTC’s shares. This mitigates concerns of undue influence, though continued monitoring is prudent given large-holder proximity. RED FLAG potential mitigated by formal independence determination and disclosure .
- Engagement and attendance: Committee cadence (Finance and Nominating committees met 4 times each in 2024) and Board attendance standards were met (>75%), supporting engagement expectations .
- Compensation alignment: Mix of cash (retainers/fees) and time-based RSUs (annual $160,000 award) with dividend equivalents promotes alignment without short-term risk incentives; participation in director stock deferral plans (cash and RSUs) signals long-term orientation. No options; no meeting fees; clear, shareholder-friendly practices (ownership requirements; anti-hedging/pledging) .
- Shareholder signals: Company-level say-on-pay support ~96% in 2024 indicates broad investor confidence in compensation governance; while focused on executives, it reflects overall compensation oversight quality by the Board and committees .
Overall, Knocke’s finance/investment profile and Finance Chair position are positives for capital discipline; the TCTC link is a disclosed, managed exposure with independence reaffirmed, warranting continued monitoring but not currently a governance impairment .