Shlomo Zohar
Delek US HoldingsAbout Shlomo Zohar
Independent director at Delek US Holdings, Inc. (DK) since 2010; age 73. Current committee roles: Chair of the Human Capital and Compensation Committee (HCC), member of the Audit Committee, and member of the Technology Committee. Former Chairperson of the Governance Committee (2013–Feb 2020) and Lead Independent Director (Feb 2020–May 2023). Background includes senior leadership in the financial services sector and multiple bank board chair/vice-chair roles, providing strong finance and accounting oversight expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delek US Holdings | Chairperson, Governance Committee | 2013–Feb 2020 | Led governance; contributed to board process enhancements |
| Delek US Holdings | Lead Independent Director | Feb 2020–May 2023 | Presided over executive sessions; liaison between independents and management |
| Israel Discount Bank Ltd. | Chair/member, Board | 2006–2009 | Financial oversight and governance in banking |
| Mercantile Discount Bank Ltd. | Chair/member, Board | 2006–2009 | Financial oversight |
| Israel Discount Capital Markets & Investments Ltd. | Chair/member, Board | 2006–2009 | Capital markets governance |
| Israel Credit Cards, Ltd. | Chair/member, Board | 2006–2009 | Financial services governance |
| Israel Discount Bank of New York | Vice Chair/member, Board | 2006–2009 | U.S. banking governance |
| Discount Bancorp, Inc. | Member, Board | 2006–2009 | Holding company oversight |
External Roles
No current public company directorships disclosed for Mr. Zohar in the latest proxy biography. He has worked as an independent consultant in financial services since 2006 .
Board Governance
- Committee assignments and expertise:
- HCC: Chair (appointed chair in May 2023; HCC met five times in 2024) .
- Audit: Member; designated Audit Committee Financial Expert under SEC guidelines .
- Technology: Member .
- Independence: Board affirmed Mr. Zohar’s independence under NYSE/SEC rules; no material relationships with the company or management .
- Attendance: Board held 22 meetings in 2024; each director attended at least 75% of board and committee meetings where they served. All directors attended the May 2, 2024 annual meeting. Independent directors met in executive session quarterly, presided over by the Lead Independent Director .
- Audit Committee cadence and remit: Audit met 10 times in 2023; oversees financial reporting, internal controls, independent auditor performance, and related-party transactions policy administration .
- Related party transactions policy: Audit Committee or disinterested directors must approve any related-party transaction; interested directors recuse from voting .
- ESG oversight: HCC and other committees have defined ESG oversight remits (human capital, compensation, safety/environment, governance) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Base Retainer (non-employee director) | $115,000 | Paid quarterly |
| Committee Chair Fees – Audit | $15,000 | Per year |
| Committee Chair Fees – HCC | $12,000 | Per year |
| Committee Chair Fees – NCG / EHS / Technology | $8,000 | Each committee chair, per year |
| Lead Independent Director Fee | $25,000 | If applicable |
| Annual Equity Award (RSUs) | $145,000 | RSUs vest over 1 year; shares based on grant-date closing price |
2024 actual compensation for Mr. Zohar:
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Shlomo Zohar | $127,000 | $144,976 | $271,976 |
| Footnotes: 5,827 RSUs granted on June 10, 2024 at $24.88; RSUs vest quarterly over one year . |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Jun 10, 2024 | RSUs (DK common) | 5,827 | $144,976 | Quarterly over 1 year |
| — | Options/PSUs | — | — | None disclosed for directors |
- Performance metrics: Director equity awards are time-vested RSUs; no director PSUs or performance metrics tied to director compensation disclosed .
Other Directorships & Interlocks
- Compensation Committee interlocks: None—no DK executive officers served on the board or compensation committee of another entity where an executive of that entity served on DK’s Board during 2024 .
- Shared directorships with competitors/suppliers/customers: Not disclosed in proxy for Mr. Zohar beyond historical banking boards .
Expertise & Qualifications
- Audit Committee Financial Expert designation (SEC) .
- Deep financial services governance, chair and vice-chair experience across multiple banks and capital markets entities .
- Prior governance leadership at DK as Governance Committee Chair and Lead Independent Director, indicating strong board-process and oversight competency .
Equity Ownership
| Holder | DK Common Shares Beneficially Owned | % of DK Common | DKL Common Units | % of DKL Units |
|---|---|---|---|---|
| Shlomo Zohar | 38,053 | <1% | — | n/a |
| Data as of Feb 21, 2025 . |
- Ownership guidelines: Non-employee directors must own shares valued at 3x annual retainer within five years; ongoing compliance expected thereafter .
- Hedging/pledging: Prohibited from short sales, puts/calls or similar speculative transactions; pledging prohibited since 2019 (existing pledges grandfathered) .
- Trading controls: Pre-approval required; blackout periods; 10b5-1 plans require pre-approval and have a 90-day cooling-off period .
Governance Assessment
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Strengths:
- Independence affirmed; no material relationships noted .
- HCC chair role and Audit Committee membership, with SEC “Financial Expert” designation, support robust pay oversight and financial reporting integrity .
- Regular committee activity (HCC met five times in 2024; Audit met ten times in 2023) and quarterly executive sessions indicate active oversight and board effectiveness .
- Director pay structure balanced between cash retainers and equity RSUs; annual RSU grants align interests and discourage short-termism via vesting cadence .
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Potential watch items:
- RSUs for directors are time-vested (no performance metrics); alignment relies on share price/exposure rather than explicit performance hurdles .
- Board removed mandatory retirement age and does not maintain term limits; refreshment is managed via annual assessments—investors may monitor tenure mix and ongoing refreshment pace .
- Beneficial ownership is <1%—consistent for outside directors but “skin-in-the-game” remains primarily via RSUs and guidelines; monitor guideline compliance status (not disclosed at individual level) .
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Conflicts and related-party exposure:
- Company policy requires disinterested review/approval of related-party transactions; interested directors recuse. No related-party transactions involving Mr. Zohar disclosed .
- Speculative trading and pledging prohibited; no pledging disclosures for Mr. Zohar .
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Shareholder signals:
- 2023 say-on-pay support >98% for NEO compensation program, signaling investor confidence in compensation governance; say-on-pay remains advisory with Board recommending “FOR” annually .
RED FLAGS
None disclosed regarding conflicts of interest, related-party transactions, hedging/pledging by Mr. Zohar, or low attendance in the latest proxy period .
Notes on Insider Trades
Form 4 insider transaction data for Mr. Zohar was not retrievable via the insider-trades skill during this session; the latest proxy does not detail director-level trading activity. Consider reviewing SEC EDGAR for Form 4 filings to supplement ownership trend analysis.