Leonardo Moreno

About Leonardo Moreno

Leonardo Moreno, age 46, has served as an independent, non‑employee director of Delek US Holdings since 2022, currently sitting on the Audit and Technology Committees . He is Chief Executive Officer of Zelestra (since July 2023) and previously served as President of AES Clean Energy (2020–2023), with earlier leadership roles at AES in strategy, finance, commercial, M&A and sustainability; he began his career as a Senior Auditor at Ernst & Young in Brazil (2003–2005) . Moreno holds a BA in Business Administration from Universidade Federal de Minas Gerais and completed executive programs at London Business School, Harvard Business School, Georgetown University and the University of Virginia .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Moreno is independent under NYSE/SEC and Company guidelines; eight of ten directors are independent as of the proxy date .
• Committee assignments: Member, Audit Committee (Sullivan, Chair) and Technology Committee (Tolson, Chair); Moreno is designated independent and financially literate, but not among Audit Committee financial experts (Sullivan, Marcogliese, Zohar) .
• Meeting cadence and engagement: Board met 22 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the May 2, 2024 annual meeting; independent directors held executive sessions each quarter (presided by Lead Independent Director William J. Finnerty) .
• Audit and risk oversight: Audit Committee met 15 times in 2024, including additional meetings to review related party transactions; it oversees financial reporting integrity, internal controls, auditor independence/performance, whistleblower processes, and administration of the related party transactions policy .
• Technology oversight: Technology Committee met 4 times in 2024 and oversees digitalization, AI, cybersecurity and information security, including reviewing adequacy of information security program and major security incidents .

Fixed Compensation

• Program design: Non‑employee director compensation includes cash retainers and annual RSU grants; 2024 schedule—Base Retainer $115,000; Chair fees: Audit $15,000, HCC $12,000, NCG/EHS/Technology $8,000; Annual Equity Award $145,000 RSUs (vest over one year); Lead Independent Director fee $25,000 .

RSU grant details for 2024 annual awards: 5,827 RSUs per director granted June 10, 2024 at $24.88 per share (closing price), vesting quarterly over one year .

Performance Compensation

• Equity award mechanics: Non‑employee director equity is time‑based RSUs vesting quarterly over one year; no PSUs/options disclosed for directors in 2024 .
• Clawback: Equity awards under the 2016 Plan are subject to clawback to the extent required by law or listing standards, or as otherwise determined by the Committee .

Other Directorships & Interlocks

Expertise & Qualifications

• Energy transition and renewables: 20 years across development, operations and commercialization of renewable projects; former AES Clean Energy President; current Zelestra CEO .
• Strategy, finance and M&A: Served as SVP Corporate Strategy & Investments, CCO, and CFO Europe at AES; early career as EY Senior Auditor .
• Governance and industry leadership: Chair of American Clean Power Association (2022–2023); board roles at AES Brasil and AES Andes .
• Education and executive training: BA in Business Administration (UFMG) and executive programs at LBS, HBS, Georgetown, UVA .

Equity Ownership

• Stock ownership guidelines: Non‑employee directors must own shares equal to 3x annual retainer; five years to comply; all executive officers and non‑employee directors were in compliance as of the proxy date .

Percent of DK Common Stock computed on 62,513,232 shares outstanding as of Feb 21, 2025 .

Governance Assessment

• Strengths: Independent director with renewable energy and technology expertise aligned to Board oversight of transition risks/opportunities; engaged via Audit (15 meetings) and Technology (4 meetings) committees in 2024; attended at least 75% of Board/committee meetings and quarterly executive sessions occurred under Lead Independent Director oversight .
• Alignment: Receives standard non‑employee director RSUs vesting over one year and holds 12,690 DK shares; complies with 3x retainer stock ownership guideline, supporting skin‑in‑the‑game .
• Oversight of conflicts: Audit Committee administers the related party transactions policy; 2024 saw additional Audit Committee meetings for related party reviews, enhancing process integrity; interested directors are excluded from votes per policy .
• Watch items (not red flags): Moreno is not designated an Audit Committee “financial expert,” though he is independent and financially literate; monitor any future transactions involving entities where he holds executive/board roles per the Company’s related party policy .

No related‑party transactions involving Moreno are disclosed in the proxy; no pledging/hedging disclosures specific to Moreno are noted in the beneficial ownership section. Continue monitoring future filings (DEF 14A/8‑Ks) for updates .