Avigal Soreq
Delek US HoldingsAbout Avigal Soreq
Avigal Soreq is Chief Executive Officer and President of Delek US Holdings, Inc. (DK) and President of Delek Logistics, serving since June 2022; he also joined DK’s Board in June 2022 and is age 47 . He previously served as CEO of El Al Airlines (Jan 2021–May 2022) and held senior roles at DK from 2012–2020; he is a certified public accountant in Israel . Under his tenure, DK reported 2024 Adjusted EBITDA of $313 million vs. $950 million in 2023 and $1,170 million in 2022; 2024 GAAP net income was a loss of $536 million, while a $100 DK investment tracked to $64.86 vs. peer group $162.93, evidencing relative TSR underperformance for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Delek US Holdings, Inc. | Chief Executive Officer and President; Director | 2022–present | Led “Sum of the Parts” initiatives, retail divestiture ($390.2M), midstream acquisitions (H2O Midstream), debt term extensions and DKL equity raises; achievements drove 2024 AIP modifier payout despite EBITDA miss . |
| Delek Logistics Partners, LP | President | 2022–present | Oversaw dropdowns (Wink to Webster interest), natural gas processing expansion and 2029 notes issuance . |
| El Al Airlines | Chief Executive Officer | 2021–2022 | Airline leadership experience . |
| Delek US Holdings, Inc. | COO, Chief Commercial Officer, EVP, VP | 2012–2020 | Multi-functional operations and commercial leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alon USA Energy, Inc. | Director | 2015–2017 | Energy sector board experience prior to DK . |
Fixed Compensation
Multi-year summary for Avigal Soreq (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $421,538 | $880,000 | $900,000 |
| Bonus (AIP/Modifier) | $0 | $1,120,000 | $441,000 |
| Stock Awards (Grant-date FV) | $3,721,397 | $3,623,101 | $5,282,174 |
| Non-Equity Incentive Plan Comp | $1,898,400 | $1,948,100 | $0 |
| All Other Compensation | $294,429 | $152,096 | $54,722 |
| Total Compensation | $6,335,764 | $7,723,297 | $6,677,896 |
Additional fixed terms:
- Employment Agreement baseline: minimum $800,000 base salary; target bonus 140% of base; LTI target at least $3,000,000/year in 50% RSUs and 50% PSUs; LTI increased by $1,000,000 in Nov 2024 .
- Perquisites include professional tax preparation reimbursement up to $25,000/year and a company car; 2024 “All Other Compensation” included 401(k) match and tax prep fees .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 40% | 785.4 | Below threshold (no metric funding) | Company-wide 35% of target via “Sum of the Parts” modifier | Cash (2024 awards) |
| Fixed Opex & G&A | 15% | Program targets per chart | Below threshold (no metric funding) | Sum of the Parts 35% | Cash |
| Solomon Availability (OA) | 15% | 96.0% | Below threshold (no metric funding) | Sum of the Parts 35% | Cash |
| Safety (LTIR, TRIR) | 10% aggregate | LTIR 0.30; TRIR 0.52 | Below threshold (no metric funding) | Sum of the Parts 35% | Cash |
| Process Safety & Environmental (Tier 1P, PSE, Environmental) | 15.6% aggregate | T1P 16; PSE 12; Environmental 46 | Below threshold (no metric funding) | Sum of the Parts 35% | Cash |
| Sustainability (GHG, Human Capital) | 5% aggregate | GHG 15.35; HC 1% | Below threshold (no metric funding) | Sum of the Parts 35% | Cash |
AIP mechanics and result for Soreq:
- Target bonus 140% of base; actual paid 49% of base ($441,000) reflecting 35% modifier funding and individual payout framework .
Long-Term Incentives (2024 Grants)
| Award Type | Grant Date | Target Quantity | Threshold / Max | Grant-date FV |
|---|---|---|---|---|
| DK RSUs (time-vested, quarterly over 3 years) | 3/10/2024 | 33,018 | N/A | $874,977 |
| DKL RSUs (time-vested, quarterly over 3 years) | 3/10/2024 | 22,389 | N/A | $874,962 |
| PSUs – TSR (2024 one-year tranche) | 3/10/2024 | 13,207 | 6,604 / 26,414 | $445,076 |
| PSUs – TSR (2025 one-year tranche) | 3/10/2024 | 13,207 | 6,604 / 26,414 | $452,472 |
| PSUs – TSR (2026 one-year tranche) | 3/10/2024 | 13,208 | 6,604 / 26,416 | $452,902 |
| PSUs – TSR (2024–2026 three-year tranche) | 3/10/2024 | 26,415 | 13,208 / 52,830 | $1,006,412 |
| PSUs – EOP (FCF savings/stock price hurdle) | 10/7/2024 | 62,222 | 31,111 / 186,666 | $1,175,374 |
PSU performance framework:
- Relative TSR vs. defined peer set; payout from 0–200% with threshold at 25th percentile (50%), target at 50th percentile (100%), and maximum at 75th percentile (200%); vesting for one-year tranches and aggregate at end of three-year period .
- EOP plan requires ≥$100 million annualized FCF savings (Q3/Q4’25 average vs. Q2’24 baseline) for any payout; above-target payouts are capped by a 0–20% stock price hurdle linearly up to maximum; payout expected March 2026, with participation and target set at 1× target bonus for executives .
Say-on-pay and design:
- 2024 say-on-pay approval >95%, reflecting support for the mix of fixed, AIP, and RSU/PSU LTI with emphasis on at-risk pay and TSR alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (DK common) | 91,850 shares (<1%) as of Feb 21, 2025 . |
| Beneficial ownership (DKL common units) | 24,199 units (<1%) as of Feb 21, 2025 . |
| Stock ownership guidelines | CEO required to hold 5× base salary; executives have five years to comply; all executives and directors were in compliance at proxy date . |
| Vested vs. unvested awards (snapshot) | Multiple outstanding RSU and PSU tranches; examples include unearned PSU targets of 26,415 (2024–2026) and 62,222 (EOP), each with market-value disclosures at $18.50 DK and $42.26 DKL as of Dec 31, 2024 . |
| Hedging/pledging | Speculative transactions prohibited; pledging prohibited since 2019 (existing pledges grandfathered) . |
| Trade controls | Pre-approval required; blackout periods; 10b5‑1 plans require 90‑day cooling-off; anti-timing policies for grants . |
| Clawback policy | 3-year lookback for restatements; forfeiture/return of incentive compensation tied to financial reporting measures; misconduct provisions . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement term | Original fixed term to June 12, 2026; extended Nov 6, 2024 to June 12, 2028; evergreen thereafter; non-renewal treated as termination without Cause . |
| Compensation floors | Base ≥$800,000; target bonus 140% of base; LTI target ≥$3,000,000/year (50% RSUs, 50% PSUs); LTI increased by $1,000,000 in Nov 2024 . |
| Severance (non-CIC) | 2× (base + target bonus); 18 months COBRA; pro-rata bonus; partial vesting of equity (pro-rata PSUs; limited continued vesting of time-based awards up to 6 months) . |
| Change-in-control (CIC) | 3× base + target bonus; 18 months COBRA; pro-rata bonus; immediate vesting of all unvested equity (PSUs based on actual results post-period); CIC protection window is 6 months pre- to 24 months post-CIC . |
| Equity plan CIC mechanics | Double-trigger: if no replacement awards at CIC, full vest; otherwise, vest on qualifying termination within two years (performance deemed at target) . |
| Restrictive covenants | Non-compete for 1 year post-term; non-solicit of customers/employees for 1 year post-term . |
| Retirement vesting feature | Full vesting of equity if age + years of service ≥ 65 and upon voluntary termination per terms . |
| Perquisites | Tax prep reimbursement up to $25,000/year; company-provided car . |
Board Governance
- Board service: Director since 2022; as an employee director, no director fees in 2024 .
- Independence and leadership: Board majority independent; Chairman (Mr. Yemin) is non‑independent; a Lead Independent Director (Mr. Finnerty) coordinates independent oversight and executive sessions, mitigating dual-role concerns; CEO and Chair roles are separated as of Jan 1, 2025 .
- Committees: Independent directors populate Audit, Human Capital & Compensation, Nominating & Corporate Governance, Environmental Health & Safety, and Technology committees; employee directors do not serve on committees .
Compensation Peer Group and Benchmarking
- Comparator group used to target market median and guide pay design: 20 companies spanning refining, midstream, chemicals, and industrials; updated July 2024, with 2025 changes replacing Arconic and Crestwood Equity Partners with Global Partners LP and Olin Corporation .
- Philosophy emphasizes heavier weighting to long-term equity and at-risk pay for senior roles .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Adjusted EBITDA ($mm) | 1,169.8 | 949.7 | 313.0 |
| Net Income ($mm) | 290.5 | 46.7 | (536.0) |
| DK TSR (Value of $100 investment) | 144.40 | 176.94 | 64.86 |
| Peer Group TSR (Value of $100 investment) | 144.40 | 176.94 | 162.93 |
2024 operational/strategic achievements included DOE carbon capture award (Big Spring), retail divestiture, H2O Midstream acquisition, debt extensions, and midstream dropdowns; nevertheless, AIP financial thresholds were not met, with payout driven by strategic modifier .
Risk Indicators & Red Flags
- Clawback in place; hedging/pledging prohibited (pledges grandfathered); strict insider trading controls .
- Related party transactions reviewed under policy by Audit Committee; heightened scrutiny in 2024 (15 meetings, including related party reviews) .
- Equity grants adhere to fixed quarterly grant schedules; no timing around MNPI .
Performance Compensation – Detailed Design Tables
Relative TSR PSU design and EOP plan:
| PSU Metric | Weighting | Target | Payout Curve | Vesting |
|---|---|---|---|---|
| Relative TSR vs defined peer set | 50% of LTI value (PSUs) | 50th percentile (100%) | 25th=50% to 75th=200% | End of 3-year period; earned tranches vest at 3-year end . |
| EOP (FCF savings with stock price hurdle) | Separate PSU grant | ≥$100mm run-rate FCF savings (Q3/Q4’25 avg vs Q2’24) | Linear 0–20% stock price hurdle caps above-target payouts | Payout Mar 2026; service required through payout . |
Director Compensation (for completeness)
- Employee directors (including Soreq) received no 2024 director compensation; non-employee director program includes cash retainer, committee chair fees, and annual RSUs vesting over one year .
Equity Vesting Schedules and Potential Selling Pressure
- RSUs vest quarterly in equal amounts over three years; PSUs vest at end of performance period; trade policies require pre-approvals and impose blackouts/10b5‑1 cooling-off, moderating near-term sale flexibility for insiders .
Investment Implications
- Pay-for-performance alignment: Heavy PSU emphasis ties realizable pay to TSR; 2022 PSU tranches paid only at 57% for 2022–2024, reflecting 29th percentile TSR rank .
- 2024 AIP outcome: Despite not meeting EBITDA threshold, strategic achievements triggered a 35% modifier (SOTP) leading to 49% of base paid to Soreq; investors should monitor reliance on discretionary/modifier payouts vs. hard financial targets .
- Retention and severance economics: Robust CIC and severance terms (3× under CIC; 2× otherwise) with double-trigger equity vesting support continuity but add potential transaction costs; retirement vesting feature could accelerate equity under “rule of 65” .
- Ownership alignment: Compliance with 5× salary guideline and prohibition on hedging/pledging strengthen alignment; however, quarterly RSU vesting creates periodic liquidity events—trade controls mitigate opportunistic timing .
- Execution risk: 2024 underperformance in Adjusted EBITDA and TSR vs. peers underscores execution demands of optimization and energy transition projects; EOP’s $100–$200mm FCF target and stock price hurdle embed tangible value-creation requirements for payout .
Citations: All facts and figures are sourced from Delek US Holdings, Inc. 2025 DEF 14A (Proxy Statement) as indicated in brackets.