Vasiliki (Vicky) Sutil
Delek US HoldingsAbout Vasiliki (Vicky) Sutil
Independent director at Delek US Holdings, Inc. since 2019; age 60. She chairs the Nominating & Corporate Governance Committee and serves on the Audit and Environmental, Health & Safety committees, bringing 30+ years of petroleum/refining experience across strategy, M&A, and commercial analysis. Education: B.S. Mechanical Engineering (petroleum emphasis), University of California, Berkeley; MBA, Pepperdine University; NACD Corporate Directorship certification. Current external public directorship: Antero Resources (NYSE: AR), chair of the ESG Committee since May 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SK E&P Company | Strategic planning | 2017–2020 | Strategic planning for upstream/E&P initiatives |
| California Resources Corporation | VP, Commercial Analysis, CRC Marketing, Inc. | 2014–2016 | Commercial analytics supporting marketing |
| Occidental Petroleum | Corporate Development, M&A, Financial Planning (various roles) | 2000–2014 | Corporate finance, M&A execution |
| ARCO Products Company | Project Engineer | Not specified | Refining/marketing engineering exposure |
| Mobil Oil Corporation | Business Analyst | Not specified | Refining/marketing analytics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Antero Resources (NYSE: AR) | Director; ESG Committee Chair | Director since 2019; ESG Chair since May 2020 | Leads ESG oversight at AR |
| Plains All American Pipeline, L.P. (NASDAQ: PAA) | Director (former) | 2010–2015 | Midstream governance experience |
| Plains GP Holdings, L.P. | Director (former) | 2013–2015 | GP governance of PAA |
Board Governance
- Independence: The Board affirmed Sutil is independent under NYSE and SEC rules and Company guidelines, with no material relationship with management or related entities disclosed in the independence review .
- Attendance: Board held 22 meetings in 2024; each director attended at least 75% of Board and committee meetings. All directors attended the 2024 Annual Meeting (May 2, 2024) .
- Executive sessions: Independent directors met in executive session each quarterly Board meeting; presided by Lead Independent Director .
| Committee | Role for Sutil | Meeting Frequency (2024) | Key Oversight |
|---|---|---|---|
| Nominating & Corporate Governance (NCG) | Chair | 5 meetings | Board composition, director nominations, annual self-assessments, governance policies, general ESG oversight |
| Audit | Member | 15 meetings | Financial reporting integrity, internal controls, whistleblower program, auditor oversight, related-party transactions policy administration, ESG-related financial disclosures |
| Environmental, Health & Safety (EHS) | Member | 4 meetings | EHS policies and compliance; ESG matters related to EHS |
The Audit Committee convened more frequently due to related-party transaction reviews in 2024, heightening oversight diligence .
Fixed Compensation
| Component | DK 2024 Non-Employee Director Program | Sutil 2024 Earned |
|---|---|---|
| Annual base retainer (cash) | $115,000 | Included in Fees |
| Committee chair fee (NCG/EHS/Tech) | $8,000 (for NCG/EHS/Tech chairs) | NCG chair fee included |
| Audit chair fee | $15,000 | Not applicable |
| HCC chair fee | $12,000 | Not applicable |
| Lead Independent Director fee | $25,000 | Not applicable |
| Total cash (Fees Earned) | Paid quarterly | $123,000 (retainer + NCG chair) |
Performance Compensation
- Equity grant structure for directors: Annual RSU award sized to $145,000 fair value; vests over one year; RSU count based on closing price on grant date .
- 2024 grant specifics: 5,827 RSUs granted to Sutil on June 10, 2024 at $24.88 per share; aggregate grant date fair value $144,976; RSUs vest quarterly over one year .
| Grant Date | Instrument | Shares/Units | Grant-Date FMV/Share | Aggregate Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Jun 10, 2024 | RSU (DK) | 5,827 | $24.88 | $144,976 | Quarterly over 1 year |
No performance-based equity (PSUs) or options for non-employee directors were disclosed; director equity is time-based RSUs to align interests with shareholders .
Other Directorships & Interlocks
| Topic | Observation |
|---|---|
| Compensation Committee Interlocks | Sutil was not a member of the Human Capital & Compensation Committee in 2024; no interlocks or insider participation involving Sutil disclosed |
| Sector overlap | Past board roles at Plains entities (midstream) indicate sector expertise; no current disclosed transactional interlocks with DK suppliers/customers; related-party transactions are overseen by Audit Committee (of which Sutil is a member) |
Expertise & Qualifications
- 30+ years in petroleum refining/marketing; roles spanning corporate development, M&A, financial planning, commercial analytics—directly relevant to DK’s refining/midstream strategy .
- ESG governance leadership (chair of ESG committee at AR), complementing DK’s committee-based ESG oversight framework .
- Technical foundation (Mechanical Engineering, petroleum emphasis) plus MBA; NACD Corporate Directorship certification .
Equity Ownership
| Security | Beneficial Ownership (as of Feb 21, 2025) | % Outstanding | Notes |
|---|---|---|---|
| DK Common Stock | 27,689 shares | <1% | Individual beneficial ownership; sole voting/investment power unless noted |
| DKL Common Units | — | n/a | No DKL units disclosed for Sutil |
| Ownership Guidelines | Directors must hold 3x annual retainer; 5-year compliance window; all executive officers and non-employee directors were in compliance as of proxy date | — | Monitored by HCC Committee |
| Hedging/Pledging | Company prohibits speculative transactions and pledging (existing pledges grandfathered); insider trading blackouts and 10b5-1 pre-approval required | — | Enhances alignment and controls |
Governance Assessment
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Strengths
- Independent status and multi-committee engagement (NCG Chair; Audit; EHS) support board effectiveness in nominations, governance, financial oversight, and safety/environmental risk management .
- Audit Committee’s intensified related-party review cadence in 2024 (15 meetings) signals robust scrutiny where conflicts could arise, with Sutil participating in oversight .
- Director compensation mix is balanced (cash retainer + time-based RSUs); Sutil’s cash equals base + chair fee ($123k) and annual RSUs ($144,976), aligning compensation with service and share value without performance windfalls .
- Ownership alignment reinforced by stock ownership guidelines (3x retainer) with compliance confirmed; prohibitions on pledging/hedging strengthen investor alignment .
- Board-wide attendance minimum met; independent executive sessions held quarterly, enhancing independent oversight .
-
Watch items / potential red flags
- DK operates with related-party interactions (e.g., Delek Logistics), necessitating continued vigilance; Audit Committee oversight and disinterested review policy mitigate risks, but investors should monitor transaction terms and approvals (policy requires disinterested review; interested directors recused) .
- Chairman is non-independent; governance mitigants include a Lead Independent Director and structured committee oversight—indirect to Sutil but relevant to board dynamics .
-
Shareholder sentiment context
- 2024 say-on-pay approval exceeded 95%, indicating broad investor support for DK’s pay practices and governance framework during the period .
DETAILED REFERENCES:
- Committee roles, independence, attendance, executive sessions:
- Biography, age, director since, education, external boards:
- Director compensation program and Sutil 2024 compensation:
- Beneficial ownership and guidelines compliance:
- Related-party transaction policy and Audit Committee oversight:
- Board leadership structure:
- Say-on-pay support: