Laurie Z. Tolson - Director | Delek US Holdings (DK) Executive Profile & Compensation

About Laurie Z. Tolson

Independent director at Delek US Holdings (DK) since 2021; age 64. Tolson is a technology-focused executive with deep experience in digital transformation, industrial software, and energy/transportation, including Chief Digital Officer of GE Transportation (Wabtec) and senior roles at ABB, Dell, and Sun Microsystems. She holds a BA in business administration and economics with a minor in computer science (Point Loma Nazarene University) and an MBA (National University), and completed NACD’s Cyber-Risk Oversight Program .

Past Roles

Organization	Role	Tenure	Committees/Impact
Tolson Consulting Company	Chief Executive Officer	Since Mar 2020	Advises on digital transformation strategies
GE Transportation (Wabtec)	Chief Digital Officer	2017–2020	Led digital initiatives for rail, marine, mining, energy equipment
ABB Ltd.	EVP, R&D, Product Mgmt & Marketing; later Global Head, Enterprise Software Group	2012–2017	Industrial software leadership; electrification/automation/robotics exposure
Dell Inc.	Vice President, Software	~5 years	Software product leadership
Sun Microsystems	Vice President, Java Software Group	~13 years	Enterprise software/platform leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Landis+Gyr (SIX: LAND)	Director	Since Jul 2021	Remuneration committee member
Fenix Marine Services	Director	2020–2022	Served until sale in 2022

Board Governance

Committee assignments and roles: Technology Committee Chair; member, Nominating & Corporate Governance (NCG); member, Human Capital & Compensation (HCC) .
Independence: Board affirmatively determined Tolson is independent under NYSE, SEC, and company guidelines; non-employee director under Exchange Act .
Attendance and engagement: Board held 22 meetings in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the May 2, 2024 annual meeting; independent directors held executive sessions quarterly .
Board leadership context: Chairman is non-independent; Lead Independent Director (Finnerty) coordinates independent director activities and presides over executive sessions .

Committee	Role	2024 Meetings	Key Oversight Scope
Technology	Chair	4	Digitalization, AI, cybersecurity, information security; incident reviews; risk evaluation
Human Capital & Compensation (HCC)	Member	5	CEO evaluation, executive comp, equity awards, human capital/ESG; committee may delegate grant authority
Nominating & Corporate Governance (NCG)	Member	5	Director nominations, governance guidelines, annual self-assessments, ESG oversight
Board of Directors	Director	22	Quarterly independent executive sessions; broad risk oversight

Fixed Compensation

Component	2024 Amount	Notes
Fees Earned or Paid in Cash	$123,000	Includes annual base retainer and committee chair fees
Annual Base Retainer (structure)	$115,000	Paid ratably each quarter
Committee Chair Fee – Technology	$8,000	Chair fees for Technology/NCG/EHS are $8,000
Lead Independent Director Fee (structure)	$25,000	Role held by Finnerty; shown for structure context

Performance Compensation

Equity Award Type	Grant Date	Shares/Units	Grant-Date FMV	Vesting
RSUs (annual director grant)	Jun 10, 2024	5,827	$24.88/sh; total $144,976	Vests quarterly over one year

Annual equity award policy: Non-employee directors receive time-based RSUs vesting over one year; shares determined by closing price on grant date .
No options or PSUs disclosed for directors in 2024; option awards column is “—” for all non-employee directors .

Other Directorships & Interlocks

Item	Detail
Other public company board	Landis+Gyr (SIX: LAND), remuneration committee
Prior board	Fenix Marine Services (2020–2022)
Compensation committee interlocks	None disclosed; no executive officer of DK served on another entity’s board/comp committee with cross-membership

Expertise & Qualifications

Technology leadership across industrial software, energy and transportation; significant digital transformation and cybersecurity oversight experience .
NACD Cyber-Risk Oversight Program completion, supporting Technology Committee chair role on cyber/information security oversight .
Finance/strategy governance exposure via remuneration committee at Landis+Gyr .
Academic credentials in business, economics, computer science, and MBA .

Equity Ownership

Holder	DK Common Stock	% of Common Stock	DKL Common Units	Pledging/Hedging
Laurie Z. Tolson	13,443	<1%	—	Company prohibits speculative transactions and new pledging; existing pledges grandfathered (policy-level)

Stock ownership guidelines: Non-employee directors must hold 3x annual retainer; compliance confirmed for all executive officers and non-employee directors as of proxy date .
Insider trading policies: Pre-approval for trades/plans; blackout periods; no trading within 90 days of 10b5-1 plan adoption .

Governance Assessment

Strengths: Independent director; chairs Technology Committee overseeing AI/cybersecurity/information security; serves on HCC and NCG, indicating broad governance engagement; attended ≥75% of meetings with full Board participation in annual meeting; complies with stock ownership guidelines; compensation structure mixes cash and time-vested equity aligning director interests with shareholders .
Potential risk considerations: DK operates with extensive related party transactions requiring elevated Audit Committee workload (15 meetings); while Tolson is not on Audit, board-level oversight of related-party risk is material to investor confidence . Company policy prohibits hedging/pledging new positions, mitigating alignment risks .
Interlocks/conflicts: No comp committee interlocks disclosed; independence affirmed with no material relationships identified by Board .

RED FLAGS: None disclosed specific to Tolson. No attendance issues, interlocks, or pledging/hedging by Tolson reported; director compensation is standard (cash retainer + time-based RSUs) without option repricing or unusual perquisites .