Gary M. Sullivan, Jr.
Delek US HoldingsAbout Gary M. Sullivan, Jr.
Independent director of Delek US Holdings, Inc. since 2015, age 78. A career auditor and finance leader, he is a CPA and CGMA, with NACD Cyber-Risk Oversight certification, the IFRS Foundation’s Fundamentals of Sustainability Accounting credential, and AICPA certificates in ESG and Cybersecurity for finance professionals. Prior roles include senior client partner at Deloitte & Touche LLP, faculty member in Accounting/Auditing at Virginia Commonwealth University, and service as a U.S. Navy Captain; on DK’s board he chairs the Audit Committee and serves on Nominating & Corporate Governance and Technology committees; he transitioned off the Human Capital & Compensation Committee in July 2024. The Board affirms his independence under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior client partner (public company auditor); various roles | 1975–2009; senior client partner 2004–2009 | Led audit engagements; MLP sponsor experience |
| Virginia Commonwealth University School of Business | Faculty (Accounting/Auditing) | 2012–mid-2022 | Academic expertise in accounting/auditing |
| Delek Logistics GP, LLC (general partner of DKL) | Director; Audit Committee Chair | 2012–2015 | Oversight of public LP’s audit process via GP board |
| U.S. Navy | Captain; aviation/intelligence assignments | Retired 1990 | Leadership and risk/operations background |
External Roles
| Category | Detail |
|---|---|
| Public company directorships (current/past 5 years) | None disclosed beyond DK; except as listed in biographies, no director served as director of a publicly traded company in the past five years |
Board Governance
- Committee assignments: Audit Committee Chair; member of Nominating & Corporate Governance (NCG) and Technology; previously Human Capital & Compensation (HCC) through July 2024.
- Independence: Board determined Sullivan is independent under NYSE/SEC and Company guidelines.
- Attendance: Board held 22 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served.
- Executive sessions: Independent directors met in executive session during each quarterly Board meeting; presided over by the Lead Independent Director.
- Committee activity levels (context for engagement): Audit met 15 times in 2024 (including related-party reviews); NCG met 5; HCC met 5; Technology met 4; EHS met 4.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (2024) | $115,000 | Paid ratably quarterly |
| Audit Committee chair fee (2024) | $15,000 | Committee chair fee schedule |
| One-time cash payment (2024) | $15,000 | For work on DK–DKL intercompany transaction negotiations (July 2024) |
| Total cash fees (2024) | $145,000 | Includes base retainer, chair fee, and one-time payment |
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Fair Value per Share | Total Fair Value | Vesting |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Jun 10, 2024 | 5,827 | $24.88 | $144,976 | Quarterly over one year |
- Mix: Approximately 50/50 cash vs equity in 2024 ($145,000 cash vs $144,976 equity).
- Options: None granted to directors in 2024.
Other Directorships & Interlocks
| Entity | Relationship | Period | Relevance |
|---|---|---|---|
| Delek Logistics GP, LLC (GP of DKL) | Director; Audit Chair | 2012–2015 | Historical governance role over affiliate’s audit process |
| DK–DKL intercompany transactions | Negotiation work; one-time payment | Jul 2024 | Indicates direct involvement in related-party transactions and midstream dropdowns/agreements (Sum-of-the-Parts) |
Expertise & Qualifications
- CPA; CGMA; NACD Cyber-Risk Oversight certification; IFRS Foundation Fundamentals of Sustainability Accounting (FSA) credential; AICPA ESG and Cybersecurity for Finance Professionals certificates.
- Deep audit/financial controls experience; designated Audit Committee Financial Expert by the Board alongside other members.
- Technology/cyber oversight experience via Technology Committee membership and NACD program completion.
Equity Ownership
| Holder | DK Common Shares Beneficially Owned | % of Shares Outstanding | DKL Common Units |
|---|---|---|---|
| Gary M. Sullivan, Jr. | 45,448 | <1% | — |
- Director stock ownership guidelines: Non-employee directors must own 3x annual retainer; compliance for all directors was affirmed as of the proxy date.
- Hedging/pledging: Company prohibits speculative transactions (short sales, options) and pledging of Company stock (existing pledges grandfathered).
Governance Assessment
- Strengths:
- Audit Committee Chair with Board-designated audit financial expert status; Audit met 15 times in 2024, including intensive related-party transaction oversight. This indicates high engagement on financial reporting, internal controls, and RPT policy execution.
- Confirmed independence; consistent committee service (Audit/NCG/Technology) spanning financial, governance, and cyber oversight domains.
- Ownership alignment: Beneficial ownership and compliance with 3x retainer guideline; equity-based director pay vesting over one year aligns interests (no options, RSUs only).
- Board holds quarterly executive sessions; robust governance infrastructure and majority-independent board.
- Potential conflicts/RED FLAGS to monitor:
- Related-party exposure between DK and Delek Logistics: 2024 featured multiple intercompany actions (e.g., Wink to Webster dropdown, extensions of intercompany agreements), and Sullivan received a one-time $15,000 cash payment for negotiation work—appropriate disclosure and Audit/Board disinterested review mitigate but increase sensitivity to independence optics.
- Concentration of RPT review within Audit (15 meetings) underscores volume/complexity; continued transparency and adherence to the written RPT policy (disinterested approvals; no voting by interested directors) are essential to investor confidence.
- Shareholder sentiment (context): Say-on-pay in 2024 passed with >95% support, indicating broad acceptance of DK’s pay governance framework; while focused on executives, it reflects overall compensation governance credibility.
Board Governance (Detail Table)
| Item | 2024 Data/Status |
|---|---|
| Independence status | Independent under NYSE/SEC rules and Company guidelines |
| Board meetings | 22 total; each director ≥75% attendance |
| Executive sessions | Quarterly, led by Lead Independent Director |
| Audit Committee | Chair (Sullivan); met 15 times; RPT oversight and ESG-related financial disclosures |
| Nominating & Corporate Governance | Member; met 5 times; ESG oversight, board composition/process |
| Technology Committee | Member; met 4 times; cyber/AI/information security oversight |
| Human Capital & Compensation | Member until July 2024; met 5 times |
Director Compensation (Detail Table)
| Metric | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash (total) | $145,000 |
| Components | $115,000 base retainer; $15,000 Audit Chair; $15,000 one-time for DK–DKL negotiations |
| Stock Awards (RSUs) | $144,976 (5,827 RSUs at $24.88; vests quarterly over one year) |
Related Party Transactions & Policy
- Written RPT policy: Audit Committee typically reviews/approves RPTs; interested directors do not vote and are not present during votes; disinterested Board members may review where appropriate.
- 2024 context: Extensive DK–DKL transactions tied to Sum-of-the-Parts strategy (dropdowns, agreements) with Audit Committee oversight.
Expertise & Qualifications (Expanded)
- Financial/accounting: CPA; CGMA; long-tenured Deloitte partner overseeing public company audits and MLP sponsors.
- ESG/sustainability: IFRS FSA credential and AICPA ESG certificate.
- Cyber/technology: NACD Cyber-Risk Oversight; AICPA Cybersecurity for Finance, plus active Technology Committee oversight.
- Academia/teaching: VCU accounting/auditing faculty (2012–mid-2022), supporting board-level oversight quality.
Overall implication: Sullivan’s profile, roles, and credentials support strong board effectiveness in financial reporting, governance, and cyber oversight. The principal governance sensitivity is DK’s ongoing intercompany transactions with DKL; transparent application of the RPT policy, disinterested approvals, and continued audit rigor are key to mitigating perceived conflicts and sustaining investor confidence.