Rhoman Hardy
About Rhoman J. Hardy
Rhoman J. Hardy (age 56) is an independent director of HF Sinclair (DINO), serving since 2022. He is a former Senior Vice President, Shell Chemicals and Products, U.S. Gulf Coast, and founder of HardLine Consulting LLC (est. July 2022), bringing extensive operational and infrastructure experience; he also serves on the board of Comfort Systems USA, Inc. . Hardy is independent under NYSE standards and is not an employee of the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell USA, Inc. | SVP, Shell Chemicals and Products, U.S. Gulf Coast | Dec 2018–May 2022 | Oversight of Gulf Coast chemicals and products operations |
| Shell USA, Inc. | General Manager, Shell Geismar Chemical Site | Jun 2015–Dec 2018 | Site leadership and process safety focus |
| Shell (various) | Leadership roles since joining | 1988 onward | Progressive operational management across refining/chemicals |
| HardLine Consulting LLC | Founder | Jul 2022–present | Strategic and leadership advisory in energy/technical services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Comfort Systems USA, Inc. | Director | Current | Shared interlock with DINO Chair Franklin Myers, who also serves as director there |
Board Governance
- Committee assignments: Audit Committee member (not designated “financial expert”); Environmental, Health, Safety, and Public Policy Committee member; Finance Committee member; Executive Committee member .
- Independence: Board determined Hardy is independent under NYSE standards; Audit, Compensation, Nominating, and EHS committees are fully independent .
- Attendance & engagement: All directors attended at least 75% of Board/committee meetings in 2024; Board met 6 times; committee meeting counts—Audit (6), Compensation (4), Nominating (4), EHS (4), Finance (4), Executive (3) .
- Board leadership and process: Independent Chair (Franklin Myers); separate CEO/Chair roles; regular executive sessions; annual Board/committee self-evaluations .
- Say-on-Pay support as investor sentiment signal: ~96% approval in 2024 .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly; no meeting fees |
| Committee membership fees (member) | Audit: $17,500; EHS: $14,000; Finance: $14,000 | Chair fees higher; Hardy not a chair |
| 2024 cash actually earned | $150,100 | Reported “Fees Earned or Paid in Cash” for 2024 |
Performance Compensation
Directors do not receive performance-based pay; equity is time-based RSUs. Annual director RSU grant target is $160,000, with dividend equivalents; RSUs generally vest ~1 year post-grant, and accelerate on change-in-control/death/disability . Hardy deferred his 2025 Director Award under the Directors Stock Compensation Deferral Plan .
| Equity Award | Grant Date | RSUs (#) | Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSUs (FY 2025) | Nov 13, 2024 | 3,772 | $160,008 | Vests Dec 1, 2025 |
| Deferral election | 2025 Director Award | — | — | Elected to defer 2025 Director Award |
No stock options; Company policy prohibits hedging and pledging of Company stock for directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Comfort Systems USA, Inc. | Director | Interlock with DINO Chair Franklin Myers (also a director at Comfort Systems), which can enhance information flow but requires vigilance for conflict management; no related-party transactions disclosed for Hardy –. |
Expertise & Qualifications
- Technical/operations expertise in refining and chemicals; executive and general management experience; infrastructure development insight .
- Governance exposure: Audit Committee participation; EHS oversight experience aligned with HF Sinclair’s ESG targets –.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficially owned shares of DINO common stock | 10,586 shares |
| Shares outstanding (Record Date) | 188,407,394 |
| Ownership as % of shares outstanding (calc) | ~0.0056% (10,586 / 188,407,394) |
| Director stock ownership guideline | ≥5× annual Board cash retainer; 5-year compliance window; all non-management directors compliant or within grace as of Dec 31, 2024 |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited for directors |
| Deferred RSUs | Elected deferral of 2025 Director Award; account tracks Company stock value |
Insider Trades
| Date | Transaction | Details |
|---|---|---|
| Nov 12, 2025 | RSU grant | 2,943 RSUs as part of director compensation (Form 4) |
| Nov 13, 2024 | Stock award grant | Reported director stock award grant (Form 4 summary) |
Governance Assessment
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Strengths:
- Independent director with heavy operations/EHS background; sits on Audit and EHS committees—supports board oversight on safety, ESG, and financial controls .
- Alignment: Significant portion of director pay in RSUs; dividend equivalents; deferred RSU elections increase long-term ownership orientation; anti-hedging/pledging and 5× ownership guideline reinforce skin-in-the-game .
- Engagement: Board/committee attendance ≥75%; robust governance framework (independent chair, executive sessions, annual evaluations) .
-
Watch items:
- External interlock: Shared board service at Comfort Systems USA with DINO Chair could create perceived influence channels; ensure Related Party Transaction Policy and Audit Committee oversight remain rigorous (no Hardy-specific related transactions disclosed) –.
- Audit Committee financial expert designation rests with other members (Fernandez, Echols, Myers), not Hardy; ensure committee balance maintains strong financial oversight .
-
Overall signal:
- Governance posture and compensation design for directors are shareholder-friendly (no options, time-based RSUs, ownership requirements), and investor support (96% Say-on-Pay) indicates confidence in oversight; Hardy’s profile complements HF Sinclair’s operational and ESG priorities .