Valerie Pompa
About Valerie Pompa
Executive Vice President, Operations at HF Sinclair (DINO) since March 2023; age 56 as of April 1, 2025. Career operator with 17 years at Flint Hills Resources in process engineering, reliability, production management, and innovation, including Corpus Christi Refinery manufacturing leadership and VP roles, plus leadership consulting and COO experience prior to joining HF Sinclair; promoted from SVP, Refining Operations (subsidiary) to EVP, Operations . Compensation is heavily performance-based: annual bonus tied to financial (EBITDA, free cash flow) and operational ESG/reliability metrics, with 2024 payout at 135.7% of target; long-term equity (RSUs/PSUs) vests based on three-year ROCE and TSR vs a defined peer group, with double-trigger change-in-control protection and clawbacks in place .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HF Sinclair Refining & Marketing LLC (subsidiary) | Senior Vice President, Refining Operations | Oct 2020 – Apr 2023 | Led multi-site refining operations; advanced reliability and operational performance |
| Flint Hills Resources, LP | VP & Manufacturing Manager, Corpus Christi Refinery | Oct 2012 – Mar 2017 | Operated a major refinery with responsibility for safety, reliability, and throughput |
| Flint Hills Resources, LP | Vice President, Innovation & Technology | Feb 2017 – Mar 2018 | Drove innovation and technology initiatives across operations |
| Flint Hills Resources, LP | Various leadership roles in process engineering, planning/optimization, reliability, production management | ~2001 – 2012 | Progressive operational leadership across engineering and production |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VAP Business Solutions Limited | Owner & CEO | Apr 2018 – Oct 2020 | Provided customized leadership and business consulting services (including energy) |
| ATS Industrial | Chief Operating Officer | Apr 2018 – Oct 2020 | Industrial operations leadership and execution |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $500,000 | $579,423 |
| Target Bonus (%) | 80% of salary (Company program for NEOs) | 80% of salary |
| Actual Bonus Paid ($) | $550,689 | $602,322 |
Performance Compensation
Annual Incentive Program Structure and 2024 Outcomes
| Component | Weighting (EVP) | Targets | 2024 Actuals | Payout Impact |
|---|---|---|---|---|
| Financial Measures | 40% | EBITDA: $2,580mm target; FCF: $1,442mm target | EBITDA: $1,648.8mm (52.82% of target); FCF: $1,992.8mm (200%) | Financial component at 126% of target |
| Operational Measures (ESG, Reliability, OpEx) | 45% | Segment/site ESG, reliability, OpEx goals | Refining: Safety 96.4%, Reliability 200%; Renewables: Safety 250%; Lubricants: Safety 158.3%, Reliability 200% | Multiplier-based boosts on quarterly achievements |
| Strategic & Individual | 15% | Objectives across strategy, operational excellence, optimization, org. development, stewardship | Achieved 125% of target for Pompa | 125% |
| Total Annual Bonus Payout (Pompa) | — | — | — | 135.7% of target; $602,322 paid |
Long-Term Equity Incentives (Structure and Grants)
| Element | Metric/Condition | Grant Timing | Allocation | Award Size (Pompa) | Vesting |
|---|---|---|---|---|---|
| RSUs | Time-based | Nov 2023 (FY2024 cycle) | 60% RSU / 40% PSU (EVPs) | 13,842 RSUs | 1/3 each Dec 1, 2024/2025/2026 |
| PSUs | ROCE vs peers; TSR vs peers | Nov 2023 (FY2024 cycle) | 40% PSU / 60% RSU (EVPs) | 9,227 PSUs target | 3-year period ending Sep 30, 2026; payout 0–200% |
| RSUs | Time-based | Nov 2024 (FY2025 cycle) | 60% RSU / 40% PSU (Pompa) | 21,393 RSUs | 1/3 each Dec 1, 2025/2026/2027 |
| PSUs | ROCE vs peers; TSR vs peers | Nov 2024 (FY2025 cycle) | 40% PSU / 60% RSU (Pompa) | 14,262 PSUs target | 3-year performance period; payout 0–200%; valuation assumed 102.6% probability for grant GAAP |
PSU payout curve: 25th percentile = 25% of target; 50th percentile = 100%; 90th percentile or better = 200%; linear interpolation in between for ROCE and TSR vs Incentive Peer Group (CVR, Delek, Marathon, PBF, Phillips 66, Valero) .
Equity Vesting Flow (Indicative for Insider Supply)
- 2024 RSU grant: 4,614 shares vesting each on Dec 1, 2025 and Dec 1, 2026 (two remaining tranches) .
- 2025 RSU grant: 7,131 shares vesting each on Dec 1, 2025, 2026, and 2027 .
Options
- Company does not grant options; no option awards or repricing risk .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (common shares) | 16,777 shares (unvested RSUs/PSUs excluded) |
| Shares Outstanding (Record Date, 2025 proxy) | 188,407,394 |
| Ownership % of Outstanding | ~0.009% (16,777 / 188,407,394, calculated) |
| Unvested RSUs (Dec 31, 2024) | 33,814 units; $1,185,181 market value at $35.05/share |
| Unearned PSUs (Dec 31, 2024) | 59,750 units (max basis); $2,094,238 payout value |
| Stock Ownership Guidelines | EVP requirement: 1x base salary; 5-year compliance period; 50% post-vest holding until compliant |
| Compliance Status | As of Dec 31, 2023, all then-serving NEOs in compliance |
| Hedging/Pledging | Prohibited for employees and officers; no shares pledged by NEOs |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; executives not party to employment agreements |
| Change-in-Control (CiC) Protection | Double-trigger; 2.0x severance multiplier for EVP roles (salary + 3-year average bonus); one year of medical/dental; equity vests at target unless award says otherwise |
| Severance Pay Plan (non-CiC) | Company Severance Pay Plan provides benefits upon termination without cause (amounts vary by role) |
| Potential Payments (Pompa, 2025 proxy) | CiC Qualifying Termination: Cash severance $2,347,241; RSUs $1,185,181; PSUs $1,047,119; Total $4,579,541. Termination Without Cause (Severance Pay Plan): Cash $1,035,000; Total $1,035,000. Death/Disability: RSUs $83,735; PSUs $300,089; Total $383,824 |
| Clawbacks | Dodd-Frank/NYSE-compliant clawback for restatements; discretionary misconduct clawback |
| Tax Gross-Ups | None in CiC agreements |
Multi-Year Compensation Summary
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $500,000 | $579,423 |
| Stock Awards ($) | $1,306,629 | $1,515,614 |
| Non-Equity Incentive Plan Compensation ($) | $550,689 | $602,322 |
| All Other Compensation ($) | $107,480 | $105,038 |
| Total Compensation ($) | $2,464,798 | $2,802,397 |
Deferred Compensation and Benefits
| Plan | Executive Contributions (2024) | Company Contributions (2024) | Aggregate Earnings (2024) | Aggregate Balance (Dec 31, 2024) |
|---|---|---|---|---|
| NQDC Plan | $150,581 | $58,061 | $94,006 | $918,853 |
Compensation Structure Analysis
- Equity-heavy mix with RSUs/PSUs and no options; risk shifts toward share delivery schedules and relative performance vs peers (ROCE/TSR). PSU max payout at 200% with explicit peer-relative curves; 2025 grants valued assuming 102.6% probable settlement for GAAP, but actual outcomes depend on three-year performance .
- Annual bonus construction emphasizes EBITDA and free cash flow plus ESG/reliability metrics; 2024 overachievement in free cash flow drove elevated payout despite EBITDA below target, indicating focus on cash generation and operations alongside safety/environmental achievements .
- Governance safeguards include double-trigger CiC, clawbacks, anti-hedging/pledging, and stock ownership/retention requirements; no tax gross-ups and no employment agreements reduce shareholder-unfriendly risks .
Investment Implications
- Alignment: Strong pay-for-performance design with measurable financial and operational KPIs and peer-relative PSU metrics; ownership/retention policies plus anti-hedging/pledging support long-term alignment .
- Near-term supply risk: RSU tranches for 2024 and 2025 grants vest on Dec 1 annually; combined scheduled vesting suggests potential incremental insider supply each December, though 50% post-vest holding required until guideline compliance partially mitigates selling pressure .
- Retention/CiC economics: Double-trigger CiC with 2.0x multiple and full equity vesting at target provide meaningful downside protection; Severance Pay Plan cash of ~$1.0mm for non-CiC termination underscores moderate retention incentives without employment contracts .
- Execution track record: 2024 results show strong free cash flow and operational ESG/reliability performance, supporting above-target annual bonus payouts; long-term value creation will hinge on delivering ROCE and TSR vs refining peers into the PSU settlements through 2026–2027 .