Joseph Israel - Executive Vice President, President, Refining and Renewables | Delek US Holdings (DK) Executive Profile & Compensation

About Joseph Israel

Joseph Israel is Executive Vice President, President, Refining and Renewables at Delek US Holdings, appointed in January 2025 after serving as EVP, Operations from March 2023 through December 2024; he is 54 and an industry veteran with over 25 years of energy experience including leadership roles at Par Pacific (President & CEO, Par Petroleum LLC; SVP Par Pacific Holdings; director 2015–2022) and prior roles at Hunt Refining and Alon USA; he led operations for an integrated refining and logistics system of 154 kbpd at Par Pacific before joining DK . Company performance context during 2024: Adjusted EBITDA was $313.0 million, net income was a loss of $536.0 million, and DK’s cumulative TSR value of an initial $100 investment stood at $64.86 versus a peer group TSR of $162.93; compensation design tied to Adjusted EBITDA and relative TSR reflects alignment to these drivers . Key 2024 strategic achievements included retail divestiture (~$390.2m proceeds), midstream acquisitions, balance sheet actions, and DOE-supported carbon capture pilot authorization up to $95m, which frame operational and value creation priorities under Israel’s operating remit going into 2025 .

Past Roles

Organization	Role	Years	Strategic Impact
Par Pacific Holdings, Inc.	Director; member Operations & Technical Committee	2015–2022	Oversight of operations/technical strategy across integrated refining/logistics footprint .
Par Petroleum LLC (subsidiary of Par Pacific)	President & CEO	—	Led operations for integrated refining and logistics system of 154 kbpd; operational excellence focus .
Par Pacific Holdings, Inc.	Senior Vice President	—	Senior leadership across operations and logistics; integration and throughput optimization .
Hunt Refining Company	Leadership roles	—	Refining operations leadership; execution capabilities .
Alon USA	Leadership roles	—	Subsequent DK acquirer (2017); relevant downstream experience .

External Roles

Organization	Role	Committee/Focus	Years
Par Pacific Holdings, Inc.	Director	Operations & Technical Committee	2015–2022

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	438,462	438,462	600,000
Bonus ($)	—	—	189,000 (AIP modifier payout)
Stock Awards ($)	1,100,897	1,100,897	2,621,077
Total Compensation ($)	2,535,190	2,535,190	3,522,547

2024 employment terms (amended November 2024): base salary $600,000; target bonus 90% of base (max 200% of target); annual LTI target $1,200,000 split evenly between time-vested RSUs and performance-vested PSUs; plus a one-time $1,000,000 time-vested RSU grant upon promotion to President, Refining & Renewables .

Performance Compensation

2024 Annual Incentive Plan (AIP) metrics and outcomes

Metric	Weight	Target	0.5x	1.0x	1.5x	2.0x	Actual	Payout
Adjusted EBITDA ($mm)	40%	785.4	550.0	785.4	863.9	942.5	Below threshold (<$550.0)	0x under metric; global modifier applied
Fixed Opex and G&A Budgets ($mm)	15%	1,101.6	See plan	See plan	See plan	See plan	Not achieved (funding gate not met)	0x under metric; global modifier applied
Solomon Availability (OA) (%)	15%	96.0	94.0	96.0	96.6	97.2	Not achieved (funding gate not met)	0x under metric; global modifier applied
Safety LTIR	7.5%	0.30	0.36	0.30	0.27	0.24	Not achieved (funding gate not met)	0x under metric; global modifier applied
Safety TRIR	2.5%	0.52	0.62	0.52	0.47	0.42	Not achieved (funding gate not met)	0x under metric; global modifier applied
Process Safety Tier 1P (count)	2.5%	16	19	16	14	13	Not achieved (funding gate not met)	0x under metric; global modifier applied
GHG (score)	2.5%	15.35	18.42	15.35	13.82	12.28	Not achieved (funding gate not met)	0x under metric; global modifier applied

Funding and payout: Company Adjusted EBITDA did not meet the $550 million threshold; no achievement under performance metrics. The Human Capital & Compensation Committee applied the “Sum of the Parts” modifier to recognize 2024 strategic execution, resulting in 35% of target AIP payout; for Israel this equated to 32% of base salary ($189,000) .

2022–2024 PSU (relative TSR) payout

PSUs granted in 2022 for the 2022–2024 periods reached the threshold level payout at the 29th percentile TSR rank, resulting in 57% achievement .
PSU payout grid: 0% below 25th percentile, 50% at 25th (threshold), 100% at 50th (target), 200% at ≥75th percentile (maximum) .

2025 AIP design (for context)

2025 AIP funded by Company Adjusted EBITDA with a gate at $404 million; bonuses capped at target under non-financial measures unless the EBITDA threshold is met; payouts then based on EBITDA achievement and operating metrics .

Equity Awards (2024 Grants – Detail for Joseph Israel)

Grant Date	Award Type	Units (#)	Grant Date Fair Value ($)	Vesting	Performance Metric
3/10/2024	DK RSUs	9,433	249,975	Quarterly over 3 years	Time-based
3/10/2024	DKL RSUs	6,397	249,995	Quarterly over 3 years	Time-based
11/11/2024	DK RSUs (one-time)	53,908	999,993	Quarterly over 1 year	Time-based
3/10/2024	DK PSUs (2024 1-yr tranche)	3,773 target	127,150	Earn vest at end of period	Relative TSR vs peer set
3/10/2024	DK PSUs (2025 1-yr tranche)	3,773 target	129,263	Earn vest at end of period	Relative TSR vs peer set
3/10/2024	DK PSUs (2026 1-yr tranche)	3,774 target	129,410	Earn vest at end of period	Relative TSR vs peer set
3/10/2024	DK PSUs (2024–2026 3-yr tranche)	7,547 target	287,541	Earn vest at end of period	Relative TSR vs peer set
10/7/2024	DK PSUs (EOP)	23,703 target	447,750	Based on FCF run-rate exiting Q3–Q4’25, payout Mar’26; subject to stock price hurdle for >target	Enterprise Optimization Plan (FCF savings; stock price hurdle)

PSU performance peer group (relative TSR): Includes companies such as CVR Energy, Par Pacific, Green Plains, Patterson-UTI, among others listed in the proxy; payouts range 0–200% based on percentile ranks .
RSU cadence: DK RSUs and DKL RSUs vest quarterly, promoting continuous ownership accumulation; first quarterly installment on 6 months after grant in the standard schedule .

Equity Ownership & Alignment

Ownership Item	Detail
Beneficial ownership – DK common	7,373 shares; <1% of outstanding .
Beneficial ownership – DKL common units	7,152 units; <1% of outstanding .
Unvested DK RSUs at 12/31/2024	5,377 ($99,475), 7,075 ($130,888), and 53,908 ($997,298) market value; quarterly vesting .
Unvested DKL RSUs at 12/31/2024	2,557 ($108,059) and 4,798 ($202,763) market value; quarterly vesting .
Unearned DK PSUs at 12/31/2024 (target values)	4,301 ($79,569); 8,602 ($159,137); 3,773 ($69,801); 3,773 ($69,801); 3,774 ($69,819); 7,547 ($139,620); and 23,703 EOP ($438,506) .
Stock ownership guidelines	Executives must hold 2x base salary; 5 years to comply; all executive officers were in compliance as of the proxy date .
Clawback	Company clawback policy applies to compensation tied to financial reporting measures in case of restatements or misconduct within 3 years; includes RSUs/PSUs/SARs .
Hedging/pledging	Hedging prohibited; pledging prohibited since 2019 (grandfathered existing pledges only); pre-approval required for insider trades and Rule 10b5-1 plans with 90-day cooling-off .

Employment Terms

Term	Provision
Agreement term	Israel Employment Agreement effective March 27, 2023; amended Nov 2024 for promotion; expires March 27, 2027 .
Base/bonus/LTI	Base $600,000; target bonus 90% of base (max 200% target); annual LTI $1,200,000 split evenly RSUs/PSUs; additional $1,000,000 DK RSUs granted on promotion (1-year vest) .
Non-solicitation	Applies to customers and employees during term and for one year post-termination .
Severance (no cause/good reason)	1x base + target bonus; 12 months COBRA; prorated AIP based on actuals; pro-rata vesting of performance awards based on actual results and limited continued vesting for time-based awards up to lesser of 6 months or contract term balance .
Voluntary resignation w/notice	If not good reason and ≥3 months notice: 50% of annual base at notice, plus 12 months COBRA .
Change-in-control (double trigger)	If terminated without cause or for good reason within 2 years of CIC: 2x base + target bonus; 12 months COBRA; prorated bonus based on actuals; immediate vesting of all unvested equity .

Estimated economics (event assumed at 12/31/2024)

Scenario	Severance/Change-in-Control ($)	COBRA ($)	Accrued Vacation ($)	Accelerated RSUs ($)	Accelerated PSUs ($)	Total ($)
Termination (no cause/good reason)	1,680,001	26,355	87,692	392,613	389,701	2,576,362
Change-in-control + termination	2,820,001	26,355	87,692	1,538,482	1,105,819	5,578,349

Investment Implications

Pay-for-performance alignment and metrics: Israel’s incentive mix skews toward equity and performance units tied to relative TSR and the 2025 AIP EBITDA gate ($404mm), reinforcing focus on profitability, reliability, and shareholder returns; 2024 AIP payouts were constrained by EBITDA underperformance, with recognition via a 35% Sum-of-the-Parts modifier, demonstrating committee discretion for strategic execution even in weak macro cycles .
Vesting and potential selling pressure: Quarterly RSU vesting across DK and DKL, a one-time 1-year RSU grant (53,908 shares), and EOP PSUs maturing in March 2026 could create periodic liquidity events; however, Company blackouts, pre-approval policies, and 10b5-1 cooling-off provisions mitigate opportunistic selling signals .
Retention and change-in-control protections: One-year post-termination non-solicit, severance at 1x base+target (2x at CIC), and pro-rata/effective vesting provisions support retention and orderly transition; CIC double-trigger vesting balances executive protection with shareholder interests .
Ownership alignment and guardrails: Israel’s beneficial ownership of DK shares and DKL units, compliance with 2x salary ownership guideline, clawback policy, and prohibition on pledging/hedging strengthen alignment and reduce governance red flags; no pledges disclosed for Israel .
Benchmarking and say-on-pay support: Compensation is benchmarked to a 20-company peer group with commodity/cyclical exposure; 2024 say-on-pay exceeded 95% approval, indicating shareholder support for design and outcomes despite mixed financial results .