Richard J. Marcogliese
Delek US HoldingsAbout Richard J. Marcogliese
Independent director of Delek US Holdings (DK) since 2020; age 72. Over 40 years in refining/operations (ExxonMobil 25+ years; Valero EVP & COO 2007–2010), currently principal of iRefine, LLC. Holds a Bachelor of Engineering in Chemical Engineering from the New York University School of Engineering and Science. The Board has affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iRefine, LLC | Principal | Current | Refining consulting leadership |
| Pilko & Associates L.P. | Executive Advisor | 2011–2019 | Chemical/energy advisory |
| Valero Energy Corporation | Executive Vice President & Chief Operating Officer | 2007–2010 | Senior operating leadership across refineries |
| Valero Energy Corporation | Increasingly senior roles | 2000–2007 | Operations leadership |
| ExxonMobil Corporation | Various leadership roles | 25+ years (prior to 2000) | Long-tenured operational roles |
| NTR Partners III LLC | Operations Advisor | 2013–2017 | Operations diligence/oversight |
| Philadelphia Energy Solutions | Operations Advisor to CEO | 2012–2016 | Turnaround/operations support |
| Western States Petroleum Association | Past Chair | Historical | Industry advocacy and safety focus |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Cenovus Energy Inc. | Director | Since 2016 | Chair, Safety, Sustainability & Reserves; Member, Audit |
Board Governance
- Independence: The Board determined Marcogliese is independent; DK’s Board was majority independent throughout 2024 .
- Committee assignments (2024): Chair, Environmental, Health & Safety (EHS); Member, Audit; Member, Human Capital & Compensation (HCC) .
- Audit Committee “financial expert”: Designated as an Audit Committee Financial Expert under SEC rules .
- Meeting load and oversight focus: Audit (15 meetings, related-party transaction reviews), HCC (5), EHS (4) in 2024 .
- Attendance and engagement: Board held 22 meetings; each director attended at least 75% of Board/committee meetings; independent directors met in executive session quarterly .
- Board leadership: Chairman is not independent; Board uses a Lead Independent Director (Finnerty) to coordinate independent oversight and investor outreach .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Environmental, Health & Safety | Chair | 4 |
| Audit | Member; Audit Committee Financial Expert | 15 |
| Human Capital & Compensation | Member | 5 |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $123,000 | Matches base retainer $115,000 + EHS Chair fee $8,000 |
| Base Retainer (Non-employee directors) | $115,000 | Paid quarterly |
| Chair Fee – EHS | $8,000 | Equal to NCG/EHS/Technology chair fee tier |
| Meeting Fees | $0 disclosed | No per-meeting fees disclosed |
| 2025 Changes | No change for directors (Chairman receives separate Board Chair fee) | Only the non-executive Chairman receives an added $150,000 Chair fee starting 2025; director pay framework otherwise unchanged |
2024 total director compensation for Marcogliese: $267,976 (Cash $123,000; Stock Awards $144,976) .
Performance Compensation
- Director equity is granted as time-vesting RSUs; no performance conditions disclosed for non-employee director awards. RSUs vest over one year (quarterly) and align directors with shareholders .
| Equity Award (Director) | Grant Date | Instrument | Number/Value | Vesting |
|---|---|---|---|---|
| Annual Director Grant | June 10, 2024 | RSUs | 5,827 units; grant-date fair value $144,976 at $24.88 per share | Vests quarterly over 1 year |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Cenovus Energy Inc. | Integrated oil & gas | Director; Chair SSR; Audit member | No DK-related transactions disclosed; no interlocks disclosed in proxy |
Expertise & Qualifications
- Refining and operations leadership (ExxonMobil, Valero COO), bringing deep process safety and operational reliability expertise to EHS oversight .
- Audit and financial literacy; designated Audit Committee Financial Expert .
- ESG and safety governance through EHS chair role; committee oversees EHS policies, regulatory compliance, and ESG environmental topics .
Equity Ownership
| Security | Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| DK Common Stock | 40,479 shares | <1% | As of Feb 21, 2025 |
| DKL Common Units | — | n/a | No units reported |
| Ownership Guidelines | Directors: 3x annual retainer | — | All directors were in compliance as of proxy date |
| Hedging/Pledging | Hedging prohibited; new pledges prohibited (grandfathering only) | — | Policy applies to directors and employees |
| Clawback | Awards subject to clawback per law/listing standards or Committee determination | — | Applies to awards, including director awards granted under the plan |
Director Compensation Structure Notes
- Mix: Cash retainer + chair fee (if applicable) + time-based RSUs (~$145k target). No stock options or PSUs for directors disclosed in 2024 .
- Market benchmarking: Pay Governance LLC supports analyses for director compensation reviews .
- Stability: Director framework unchanged for 2025 (aside from separate Board Chair fee for non-exec chair) .
Governance Assessment
Strengths
- Independent, experienced operator with audit financial expertise; chairs EHS in a safety- and compliance-heavy industry, aligning skills with risk profile .
- Active oversight: High committee workload; Audit met 15 times in 2024, reflecting robust scrutiny (including related-party reviews) .
- Alignment policies: Ownership guidelines (3x retainer) with compliance; hedging/pledging restrictions; clawback framework .
- Shareholder support backdrop: Say-on-pay received >95% approval in 2024, signaling investor confidence in compensation governance overseen in part by HCC (of which he’s a member) .
Watch items
- Related-party complexity between DK and Delek Logistics required additional Audit Committee attention in 2024; continued vigilance warranted (Marcogliese serves on Audit). A one-time payment to the Audit Chair for intercompany negotiations underscores transaction intensity (not paid to Marcogliese) .
- Board chair is not independent; mitigated by a formal Lead Independent Director role and frequent executive sessions of independents .
No director-specific related-party transactions, legal proceedings, hedging/pledging exceptions, or attendance shortfalls were disclosed for Marcogliese in the latest proxy .
Appendix: Board & Committee Context
| Item | Detail |
|---|---|
| Board meetings in 2024 | 22; each director ≥75% attendance; all directors attended 2024 annual meeting |
| Executive sessions | Independents met in executive session each quarterly Board meeting; presided by Lead Independent Director |
| Committee scopes | Audit (financial reporting, RPT policy, ESG-related financial disclosures), HCC (exec comp, succession, human capital/ESG), EHS (EHS policies, compliance), Technology (cyber/digital) |