Steven Ledbetter
About Steven Ledbetter
Steven C. Ledbetter (age 49) is Executive Vice President, Commercial at HF Sinclair (DINO), serving since March 2023, following senior roles at Shell Midstream and Jiffy Lube International focused on commercial strategy, business development, and branded retail growth . Company performance tied to 2024 executive incentives included AICP Adjusted EBITDA actual of $1,648.8 million vs $2,580 million target and Available Free Cash Flow actual of $1,992.8 million vs $1,442 million target , alongside reported 2024 net income of ~$177 million and operating cash flow of ~$1.1 billion . HF Sinclair’s pay program emphasizes pay-for-performance with double-trigger CIC protections, clawbacks, and anti-hedging/pledging policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shell Midstream Partners GP LLC | Director, President & CEO | Mar 2021 – Mar 2023 | Led vision, strategy, and execution across midstream business; accountable for JV management, oil movements, and portfolio activity . |
| Shell Midstream | Vice President, Commercial | Apr 2018 – Mar 2021 | Drove business development, JV structures, and portfolio optimization . |
| Jiffy Lube International (Shell subsidiary) | President & CEO | Oct 2013 – Feb 2018 | Led brand strategy, growth and profitability for a large automotive services network . |
| Shell (various roles) | Finance, deal structuring, operations, strategy | 1999 – 2013 | Progressive leadership across finance, operations management, and transformation . |
External Roles
- No public company directorships disclosed for Ledbetter in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (set for year) | $500,000 | $525,000 |
| Actual Salary Paid | $376,923 | $529,039 |
Performance Compensation
| Component | Metric Design | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|
| Annual Bonus (AICP) | Financial (segment EBITDA vs cumulative target; Available Free Cash Flow), Operational (ESG: safety, environmental, GHG; reliability; OpEx vs budget), Strategic & Individual | 40% Financial; 45% Operational; 15% Strategic & Individual | Target bonus 75% of salary | 135.7% of target; Paid $527,489 | Bonus capped at 50% of target if consolidated operating income not positive; committee retains discretion . |
| Financial Sub-metrics | AICP Adjusted EBITDA; Available Free Cash Flow | Part of Financial 40% | EBITDA target $2,580mm; FCF target $1,442mm | EBITDA actual $1,648.8mm (52.82% of component); FCF actual $1,992.8mm (200% of component) | Interpolated payouts between thresholds and target/max . |
| Operational Sub-metrics | ESG (safety, environmental, GHG), Reliability, OpEx vs Budget | Part of Operational 45% | Site targets quarterly | Segment aggregate achievements: Refining safety 96.4%, environmental 98.2%, reliability 200.0%; Renewables safety 250.0%, env 250.0%, reliability 25.0%; L&S safety 158.3%, env 204.2%, reliability 200.0% | Quarterly accrual with multipliers for 3–4 quarter achievements; GHG intensity reduction measured vs 2030 path . |
| Strategic & Individual | Objectives (development, operational excellence, integration, organizational development, financial stewardship) | 15% (not for CEO) | Qualitative targets | Achieved 125% of component for Ledbetter | Eliminated for 2025 to harmonize weights (60% Financial/40% Operational) . |
| Long-term Incentives (2024 grants) | RSUs (time-based); PSUs (3-year ROCE and relative TSR vs Incentive Peer Group) | 60% RSU / 40% PSU for EVPs | 2024 grant: RSU 11,073; PSU target 7,382 | PSU payout curve: 25% at 25th percentile; 100% at 50th; 200% at 90th percentile | PSU performance period ends 9/30/2026; service date 12/1/2026 . |
| Long-term Incentives (2025 grants) | RSUs; PSUs (same metrics) | 60% RSU / 40% PSU for EVP | 2025 grant: RSU 15,690; PSU target 10,459 | Vests RSU in thirds on 12/1/2025, 12/1/2026, 12/1/2027 | Incentive Peer Group: CVR, Delek, Marathon, PBF, Phillips 66, Valero . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Shares Owned | 6,960 shares as of Record Date (188,407,394 shares outstanding) . |
| Ownership % of Outstanding | ~0.0037% (derived from 6,960 / 188,407,394; sources: shares owned and outstanding) . |
| Unvested RSUs (12/31/2024) | 25,828 units; market value $905,271 at $35.05/share . |
| Unearned PSUs (12/31/2024, max case reporting) | 35,682 units; market/payout value $1,250,654 at $35.05/share . |
| Upcoming RSU Vesting Schedule | 2,756 (Mar 2023 grant) vest 12/1/2025; 7,382 (Nov 2023 remaining) vest 50% 12/1/2025, 50% 12/1/2026; 15,690 (Nov 2024 grant) vest one-third annually 12/1/2025–2027 . |
| Upcoming PSU Milestones | 7,382 target (2024 grant) performance period ends 9/30/2026; 10,459 target (2025 grant) ends 9/30/2027; service date 12/1 following period . |
| Options | Company does not grant stock options; none outstanding for executives . |
| Stock Ownership Guidelines | EVP Commercial must hold 1x base salary; compliance required within 5 years; hold 50% of shares from equity until compliant; all NEOs compliant or within transition period as of 12/31/2024 . |
| Hedging/Pledging | Prohibited for officers (no margin accounts or pledging; no hedging instruments) . |
| Clawbacks | Dodd-Frank mandatory clawback for financial restatements; discretionary misconduct clawback covering incentive comp including time-based equity . |
| Dividend Equivalents | Paid on RSUs and PSUs at approximately the same time as shareholder dividends (RSUs at grant; PSUs at target level) . |
Employment Terms
| Provision | Ledbetter Terms |
|---|---|
| Employment Agreement | None; executives are not party to employment agreements . |
| Severance Pay Plan (No CIC) | 100% base salary + 100% target bonus paid over 12 months; COBRA continuation at active rates for 12 months . |
| CIC Severance Multiple | 2.0x of (higher of base at termination or pre-CIC) + average bonus of prior 3 years; plus unpaid salary/expenses and 1 year medical/dental; double-trigger required . |
| Equity Treatment on CIC Qualifying Termination | All outstanding equity awards vest immediately at target; special involuntary termination definitions apply; PSU/RSU acceleration subject to award agreements . |
| Non-solicit / Confidentiality / Non-disparagement | Contractual covenants in CIC agreements; violation may trigger for-cause termination and injunctive relief . |
| Tax Gross-ups | None in CIC agreements (no 280G gross-up) . |
| Quantified Payouts (as of 12/31/2024) | CIC + qualifying termination: Total $3,439,966 (Cash $1,881,140; PSUs $625,327; RSUs $905,271; Medical/Dental $28,228) . |
| Termination Without Cause (Plan) | Total $946,978 (includes cash severance and benefits) . |
| Death/Disability | Total $153,512 . |
Compensation Structure Details
| Element | 2024 Parameters |
|---|---|
| Base Salary | $525,000 (effective 1/1/2024) . |
| Target Annual Bonus | 75% of base salary . |
| Actual 2024 Bonus | $527,489 (135.7% of target) . |
| Long-term Equity Mix (EVP) | 60% RSU; 40% PSU (2024 and 2025 awards) . |
| 2024 LTIP Grants (awarded Nov 2023 for FY2024) | RSU 11,073; PSU target 7,382 . |
| 2025 LTIP Grants (awarded Nov 2024 for FY2025) | RSU 15,690; PSU target 10,459 . |
| Performance Metrics for PSUs | 50% ROCE vs Incentive Peer Group; 50% Relative TSR vs Incentive Peer Group; 3-year performance periods ending 9/30/2026 and 9/30/2027 . |
| Incentive Peer Group (for PSU) | CVR, Delek, Marathon, PBF, Phillips 66, Valero . |
| Compensation Peer Group (market benchmarking) | 17 companies across refining/chemicals/metals (Alcoa, Celanese, Delek, DuPont, Eastman, Ecolab, IP, LyondellBasell, Nucor, PBF, PPG, Goodyear, Mosaic, Sherwin-Williams, U.S. Steel, Westlake, World Kinect) . |
| Perquisites | $15,000 annual allowance; reserved parking ($485 included in All Other Compensation) . |
| Deferred Compensation (NQDC) | Executive contributions $63,092; company match $63,588; year-end balance $127,827 . |
Say-on-Pay & Governance
- Say-on-pay support: ~96% approval at 2024 meeting; strong shareholder endorsement of program .
- Compensation Committee: uses Meridian Compensation Partners; assessed independent; administers stock ownership policy and clawbacks .
Investment Implications
- Alignment: Ledbetter’s pay is heavily performance-linked via AICP metrics (FCF and segment EBITDA) and PSUs tied to ROCE and relative TSR vs direct refining peers—favorable for shareholder value orientation . The anti-hedging/pledging and clawback regime strengthens alignment and risk controls .
- Vesting-driven flow: Material RSU tranches vest on 12/1/2025–2027 and PSU service dates on 12/1/2026–2027; expect routine sell-to-cover activity around these dates, but no options or pledging suggests limited forced selling pressure beyond tax withhold .
- Retention/cost: CIC double-trigger at 2.0x and non-CIC severance provide retention yet reasonable protections; quantified CIC exposure of ~$3.44 million is modest for role scale, reducing takeover friction from executive payouts .
- Execution risk: Bonus reliance on multi-segment operational ESG and reliability metrics indicates sensitivity to site performance; PSU reliance on ROCE and TSR vs large-cap peers could reduce payout if macro refining margins compress or relative TSR underperforms .
Overall, Ledbetter exhibits strong performance pay alignment with tangible future vesting schedules and prudent governance features; watch annual FCF/segment EBITDA trajectories and ROCE vs peer set to gauge PSU realization rates and compensation-driven incentives .