Reuven Spiegel

About Reuven Spiegel

Reuven Spiegel is Executive Vice President, Special Projects at Delek US Holdings (DK) since March 2025 and previously served as Chief Financial Officer from May 2020 to February 2025; he also sits on the board of the general partner of Delek Logistics (DKL) since July 2014 and is age 68 . During his CFO tenure, DK’s disclosed performance metrics showed volatile results: TSR trended from $50.82 (2020) to $64.86 (2024), Adjusted EBITDA rose sharply post-2020 then moderated, and Net Income was negative in 2020 and 2024, reflecting industry cyclicality and strategic portfolio actions .

Past Roles

External Roles

Fixed Compensation

Perquisites detail (2024):

• 401(k) match $46,000; group term life insurance $17,557; phone $910; rent $79,332; medical exam $3,250; auto expenses $13,893 .

2025 Transition Compensation:

• 2025 base compensation $330,000; annual target bonus opportunity 75% of base; RSU grant value $247,500 vesting quarterly through 12/31/2025; $300,000 cash severance paid Jan 2025; consulting in 2026 at $400,000 .

Performance Compensation

Annual Incentive Plan (AIP) – 2024 Design and Outcome

Outcome:

• 2024 Adjusted EBITDA did not meet threshold ($550mm), resulting in no achievement under performance metrics; Committee applied “Sum of the Parts” modifier paying 35% of target, leading to Spiegel’s AIP payout of 32% of base ($189,000) given his 90% target bonus .

Long-Term Incentives (PSUs and RSUs)

Grants of Plan-Based Awards (2024):

Outstanding Equity at 12/31/2024 (Spiegel):

TSR PSU framework (relative performance to peer group):

2022–2024 TSR PSU results achieved 29th percentile, paying at 57% of target (threshold level) .

Enterprise Optimization Plan (EOP) performance gates:

• FCF savings target $100mm annualized run-rate (avg of Q3–Q4 2025 vs Q2 2024 baseline); max $200mm; stock price hurdle 0–20% governs payout scaling above target; audited by EY and internal audit; executive awards targeted at 1x target bonus, max 3x .

Equity Ownership & Alignment

• Stock ownership guidelines: 2x base salary for other executive officers; 5x for CEO; compliance confirmed as of proxy date .
• Pledging/hedging: No pledging disclosed for Spiegel; not otherwise stated in proxy sections reviewed .
• Vested vs unvested: All RSUs from Mar 10, 2023 grant vested by 12/31/2024; PSUs remain unearned until their respective performance period ends at target/achievement levels .

Employment Terms

Key Spiegel Agreement economics:

• Term extended through 12/31/2025 upon transition to EVP, Special Projects; 2025 base $330,000; target bonus 75%; time-vesting RSUs valued at $247,500 vesting quarterly through 12/31/2025; $300,000 cash severance paid Jan 2025; 2026 consulting agreement at $400,000 .
• Non-compete and non-solicit: During term and for one year thereafter .
• Tax preparation reimbursement up to $25,000/year .
• Termination (no cause/good reason): Base salary payout, prorated bonus based on actual company performance, COBRA for 12 months, immediate vesting of unvested equity (performance awards prorated at actual results; full-value/appreciation awards vest to extent they would have vested within lesser of 6 months or remaining term) .
• Change-in-control (double trigger within two years): 2x sum of base salary + target bonus; 12 months COBRA; prorated bonus; immediate vesting of all unvested equity .

Estimated payments (assumes event on 12/31/2024):

Release requirement: Payments contingent on execution of release of claims .

Compensation Structure Analysis

• Mix and risk: Significant shift to PSUs with relative TSR and FCF optimization (EOP), increasing at-risk equity tied to multi-year outcomes .
• Discretionary overlay: 2024 AIP funded solely via “Sum of the Parts” modifier after EBITDA failed to meet threshold; Spiegel’s payout at 32% of base reflects Committee discretion to recognize strategic transactions and balance sheet actions despite financial underperformance .
• Peer group benchmarking: TSR PSUs benchmarked to a 25-company energy peer set with 0–200% payout curve; 2022–2024 results at 29th percentile yielded 57% achievement, indicating below-median relative TSR .

Say‑on‑Pay & Shareholder Feedback

• Advisory say-on-pay vote framework and majority vote requirement described; Board considers feedback and may adjust program if significant opposition arises .

Expertise & Qualifications

• Senior banking and CEO experience across Israel Discount Bank and IDB Bank of NY; long-standing board service at DKL GP; operational exposure to real estate sector; supports capital markets, risk governance, and transaction execution capabilities relevant to DK’s portfolio actions .

Performance & Track Record Highlights

• Strategic actions in 2024 supporting “Sum of the Parts”: retail sale for $390.2mm; $297.5mm raised via public offerings of DKL units; extension of maturities via $1,050.0mm DKL notes due 2029; midstream acquisitions (H2O Midstream, Gravity); dropdown of Wink to Webster JV; extension of intercompany agreements .
• Despite actions, 2024 Adjusted EBITDA did not meet threshold; TSR and earnings volatility persisted, underscoring cyclical refining/midstream dynamics .

Equity Ownership & Alignment

Employment Terms

• Contract term and expiration: Extended through 12/31/2025; consulting agreement for 2026 .
• Non-compete: Term plus one year; non-solicit: term plus one year .
• Severance multiples: 2x salary+target bonus under change-in-control (double trigger); other termination benefits include base, prorated bonus, COBRA, and equity vesting mechanics .
• Clawbacks/tax gross-ups: Tax preparation reimbursement up to $25,000; clawback provisions not specifically detailed in reviewed sections .

Investment Implications

• Alignment: Heavy use of PSUs tied to relative TSR and an audited FCF optimization plan (EOP) creates meaningful performance linkage; below-median TSR outcomes (57% payout for 2022–2024 cycle) temper realized LTI, aligning pay with shareholder returns .
• Retention and transition: 2025 reduced base and RSU vesting cadence, plus 2026 consulting arrangement, suggest staged transition with lower immediate selling pressure; outstanding PSUs through 2026 and EOP through 2025 defer realizations into 2025–2026, limiting near-term insider sale catalysts .
• Governance risk flags: 2024 AIP funded via discretionary “Sum of the Parts” modifier despite failing EBITDA threshold introduces pay-for-performance controversy; however, Committee documented strategic achievements and maintained capped outcomes, mitigating inflation risk while signaling emphasis on portfolio optimization .
• Ownership: Low direct stock/unit ownership (<1%) reduces alignment leverage relative to guidelines; compliance is reported, but incremental accumulation would strengthen signal; no pledging disclosure reduces collateralization risk .

Net: Compensation is increasingly contingent on multi-year TSR and auditable FCF outcomes, with limited near-term equity vesting and a defined transition pathway—supportive for retention with muted insider selling pressure; 2024’s discretionary AIP funding warrants monitoring for future pay decisions under lower EBITDA scenarios .