Ezra Uzi Yemin
Delek US HoldingsAbout Ezra Uzi Yemin
Ezra Uzi Yemin (age 56) has served on DK’s Board since 2001 and as Chairman since December 2012; he was Executive Chairman from June 2022 through December 2024 and transitioned to a non-executive Chairman role effective January 1, 2025 . He previously served as DK’s CEO (June 2004–June 2022) and President (April 2001–June 2022), and he chairs the board of Delek Logistics GP, LLC (general partner of DKL) since June 2022 after earlier serving as its CEO and Chairman (April 2012–June 2022) . He is not an independent director; DK designates a Lead Independent Director to mitigate this structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delek US Holdings, Inc. (DK) | Chairman of the Board | Dec 2012–present | Leads Board oversight; non-executive from Jan 1, 2025 |
| Delek US Holdings, Inc. (DK) | Executive Chairman | Jun 2022–Dec 2024 | Executive leadership and board liaison |
| Delek US Holdings, Inc. (DK) | Chief Executive Officer | Jun 2004–Jun 2022 | Led corporate strategy and operations |
| Delek US Holdings, Inc. (DK) | President | Apr 2001–Jun 2022 | Senior management leadership |
| Delek Logistics GP, LLC (general partner of DKL) | Chairman of Board | Jun 2022–present | Governs DKL GP board |
| Delek Logistics GP, LLC | Chairman & CEO | Apr 2012–Jun 2022 | Oversaw DKL general partner |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delek Logistics GP, LLC (general partner of Delek Logistics Partners, LP - DKL) | Chairman of the Board | Jun 2022–present | Interlock with controlled affiliate; governance over DKL GP |
Board Governance
- Structure: Non-independent Chairman (Yemin), with a Lead Independent Director (William J. Finnerty since May 2023) to coordinate independent director activities and investor engagement .
- Independence: DK’s board is majority independent; Yemin is not listed among independent directors .
- Committees: All standing committee members were independent throughout 2024; committee rosters list only independent directors, indicating Yemin does not serve on standing committees .
- Attendance: The Board met 22 times in 2024; each director attended at least 75% of Board/committee meetings; independent directors held executive sessions each quarterly meeting .
Fixed Compensation
| Year | Role | Base Salary (USD) | Board Retainer (USD) | Chair Fee (USD) | Notes |
|---|---|---|---|---|---|
| 2024 | Executive Chairman (employee) | $500,000 | $0 (employee directors receive no board fees) | $0 | Ceased employment on Dec 31, 2024 |
| 2025 | Non-executive Chairman (director) | — | — | $150,000 annual Board Chair fee (effective Jan 1, 2025) | Additional to base retainer per director plan |
- 2024 perquisites/other compensation included $46,000 401(k) match and $4,907 life insurance premiums, plus $25,000 tax preparation fees, $1,037 health center fees, and $264,526 payout of accrued vacation upon ceasing employment on Dec 31, 2024 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value (USD) | Vesting / Performance Period | Metric / Conditions |
|---|---|---|---|---|---|
| PSUs (EOP) | Oct 7, 2024 | Threshold 17,284; Target 34,567; Max 103,701 | $652,971 | Performance period Q4 2024–Dec 31, 2025; payout March 2026 | Annualized FCF savings target $100m; max $200m; additional 0–20% stock price hurdle to scale payouts above target |
| PSUs (LTI) | Mar 10, 2022 | 169,104 PSUs | — | Performance period Jan 1, 2022–Dec 31, 2024 | DK’s LTI PSUs generally tied to TSR vs 24 companies in S&P 400 Energy index across one-year tranches (2024–2026) and a three-year tranche (2024–2026) with earned PSUs vesting at end of three years |
| Performance Metric | Target | Maximum | Hurdle / Additional Conditions | Period |
|---|---|---|---|---|
| EOP Annualized FCF Savings | $100 million | $200 million | 0–20% stock price improvement gates payouts above target; straight-line scaling | Average of Q3 & Q4 2025 vs Q2 2024 baseline; payout March 2026 |
| LTI PSU TSR (relative) | Relative TSR vs S&P 400 Energy peers (24 names) | Above-peer TSR percentiles per plan | Earned PSUs vest at the end of the 3-year period | Tranches in 2024–2026 and 2024–2026 three-year |
- 2024 AIP “Sum of the Parts” modifier resulted in an actual bonus payout to Yemin equal to 49% of base salary ($245,000) in recognition of financing and intercompany transaction execution .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Relationship / Potential Interlock |
|---|---|---|---|
| Delek Logistics GP, LLC (DKL’s general partner) | Chairman of the Board | — | Controlled affiliate; DK completed intercompany transactions in 2024 including a Wink to Webster pipeline JV dropdown and extension of intercompany agreements; Audit Committee held 15 meetings in 2024 with additional sessions to review related party transactions |
Expertise & Qualifications
- The Board cites Yemin’s significant leadership tenure at DK and extensive industry experience as core qualifications for his board role .
- As non-independent Chairman, he supports the CEO and leads strategic oversight, with the Lead Independent Director providing checks and investor liaison functions .
Equity Ownership
| Security | Beneficial Ownership | Percent Outstanding | Notes |
|---|---|---|---|
| DK Common Stock | 1,103,757 shares | 1.8% | Includes 817,945 shares held by Yemin Investments, L.P., where Yemin is sole general partner |
| DKL Common Units | 201,389 units | <1% | Includes 162,217 units held by Yemin Investments, L.P. |
- Beneficial ownership percentages based on 62,513,232 DK shares and 53,667,523 DKL units outstanding as of Feb 21, 2025 .
Governance Assessment
- Independence and role clarity: Yemin is not independent and chairs DK while also chairing DKL’s GP board, creating potential perceived conflicts; DK mitigates via a Lead Independent Director with authority over executive sessions, agendas, and shareholder engagement .
- Related-party oversight: Heavy intercompany activity (e.g., asset dropdowns, agreement extensions) and a 15-meeting Audit Committee cadence (with added sessions for related party reviews) underscore active governance around conflicts; policy requires disinterested Board review and prohibits interested director voting on related-party transactions .
- Incentive alignment: Equity-heavy pay structure with PSU metrics tied to FCF savings (EOP) and relative TSR fosters alignment with shareholder value; payouts are gated by stock price improvement above target—investor-friendly risk sharing .
- Pay outcomes and shareholder support: 2024 say-on-pay received over 95% approval, indicating broad investor support for compensation design and outcomes .
- Risk controls: Robust clawback policy covering restatements and misconduct; prohibitions on hedging and pledging of company stock (legacy pledges grandfathered); insider trading pre-approval and blackout procedures reduce governance risk .
- Attendance and engagement: Board met 22 times in 2024; all directors met at least 75% attendance thresholds; independent director executive sessions occurred quarterly—signals of active, engaged oversight .
- 2024 transition: Yemin ceased employment Dec 31, 2024, receiving accrued vacation payout and ceased to receive employee compensation thereafter; as non-executive Chairman from Jan 1, 2025, he will receive a $150,000 chair fee—clarifying separation of management and board roles .
RED FLAGS to monitor:
- Dual-chair roles across DK and DKL GP (structural interlock) alongside frequent intercompany transactions—requires continued stringent disinterested oversight and transparent disclosure .
- Non-independence of Board Chair necessitates strong Lead Independent Director practices; current framework is disclosed but effectiveness should be assessed through investor engagement and committee reports .