Robert Kostelnik - Director | HF Sinclair (DINO) Executive Profile & Compensation

About Robert J. Kostelnik

Robert J. Kostelnik (age 73) has served on HF Sinclair’s Board since 2011 and is an independent director. He is Principal at Glenrock Recovery Partners (since January 2012); previously President & CEO of Cinatra Clean Technologies (2008–2011) and Vice President of Refining at CITGO Petroleum (16 years through 2007), bringing deep refining operations and HSE systems expertise. He also serves on Methanex Corporation’s board. Mandatory retirement age for directors is 75.

Past Roles

Organization	Role	Tenure	Committees/Impact
Glenrock Recovery Partners, LLC	Principal	Jan 2012–present	Advises energy pipeline/terminal firms; HSE compliance and project management consulting.
Cinatra Clean Technologies, Inc.	President & CEO	2008–2011	Tank cleaning systems; operations leadership.
CITGO Petroleum Corporation	Vice President, Refining	Through 2007 (16 years at CITGO)	Created/implemented HSE Management System; environmental compliance improvement.

External Roles

Organization	Role	Tenure	Committees/Impact
Methanex Corporation	Director	Not disclosed	Not disclosed in DINO proxy.
Frontier Oil Corporation (prior)	Director	2010–July 2011 (merger)	Not disclosed in DINO proxy.

Board Governance

Committee assignments: Chair, Nominating, Governance & Social Responsibility (NGSR); Member, Environmental, Health, Safety & Public Policy (EHS&PP).
Independence: The Board determined Kostelnik is independent under NYSE standards.
Attendance: All directors attended at least 75% of Board and applicable committee meetings during 2024; committees held the following meetings in 2024—Audit (6), Compensation (4), NGSR (4), EHS&PP (4), Finance (4), Executive (3).
Board leadership: Independent Chair (Franklin Myers); regular executive sessions of independent directors at Board and committee meetings.
Shareholder support: 2024 annual meeting vote—Kostelnik received 141,924,889 For, 22,734,369 Against, 471,992 Abstain (lowest support among nominees), which is a governance signal to monitor.

Fixed Compensation

HF Sinclair non-management director compensation (unchanged for 2025): annual cash retainer $120,000; committee chair fees $20,000 (Audit chair $27,500); committee member fees $14,000; Board Chair retainer $200,000; no meeting fees.
2024 compensation earned by Kostelnik: Fees earned/paid in cash $168,000; Stock awards $160,008; Total $328,008.

Performance Compensation

Directors do not have performance-based incentives; equity is delivered via time-based RSUs with dividend equivalents.

Item	Grant	Amount	Vesting	Notes
Annual Director RSU	Nov 13, 2024 (2025 award)	3,772 RSUs; grant date fair value $160,008	Vests Dec 1, 2025	Time-based vesting; dividend equivalents paid in cash; settlement in shares within 30 days of vest; accelerated vesting upon change in control, death, disability, or retirement.
Deferral Election	2025 Director Award	Deferred (stock deferral plan)	N/A	Kostelnik elected to defer his 2025 Director RSU award.

Performance metrics applicable to directors: None (no performance-conditioned equity or cash for non-management directors).

Other Directorships & Interlocks

Company	Sector	Potential Interlock/Exposure
Methanex Corporation	Chemicals (methanol)	No DINO-related transaction disclosures; monitor for supplier/customer relationships if any are disclosed in future filings.
Frontier Oil Corporation (prior)	Energy	Historical board role; no current interlock.

Expertise & Qualifications

Extensive refining operations and HSE management experience (CITGO VP Refining; HSE system creation/implementation).
Governance leadership as NGSR Chair overseeing corporate governance guidelines, ethics/compliance, human rights, sustainability/climate-risk strategy, and board evaluations.
EHS oversight via EHS&PP Committee.

Equity Ownership

Holder	Shares Beneficially Owned	Notes
Robert J. Kostelnik	56,655	Includes 3,772 shares issuable if RSUs vest within 60 days of the record date; no voting/dispositive power until settlement.
Directors & Officers (group, 15 persons)	636,031	Represents 0.34% of outstanding shares.

Director stock ownership guidelines: required holdings equal to 5× annual Board cash retainer; five-year grace period to comply; as of Dec 31, 2024, all non-management directors were in compliance or within grace period.
Anti-hedging/anti-pledging: company policy prohibits hedging and pledging by directors.
Deferred compensation elections: directors may defer up to 100% of cash retainers (NQDC Plan) and 100% of RSU awards (Director Stock Compensation Deferral Plan); Kostelnik deferred his 2025 RSU.

Governance Assessment

Strengths: Independent status; governance/HSE committee leadership aligns with investor priorities around board oversight of ESG/climate risk and ethics/compliance; adherence to ownership and anti-hedging/pledging policies supports alignment.
Signals to monitor: Shareholder support materially lower than peers in 2024, indicating some investor concern; upcoming mandatory retirement age (75) narrows runway for long-term continuity.
Conflicts/related-party exposure: No related-party transactions disclosed for Kostelnik; Board includes one REH designee (Ross Matthews) due to legacy Sinclair transactions—mitigated by related-party policy and Audit Committee review framework.
Attendance/engagement: All directors ≥75% attendance; committees met actively (NGSR and EHS&PP each met 4× in 2024), consistent with expected engagement.
Director pay structure: Mix is balanced between fixed cash and time-based equity; program unchanged YoY; dividend equivalents on RSUs and deferral options facilitate long-term alignment without adding performance risk for directors.

Overall: Kostelnik’s governance roles (NGSR Chair, EHS&PP) and independence support board effectiveness in oversight areas investors prioritize; the 2024 vote outcome warrants proactive investor engagement and responsiveness to shareholder feedback.