William J. Finnerty
Delek US HoldingsAbout William J. Finnerty
William J. Finnerty is an independent director of Delek US Holdings (DK), serving since 2014 and currently the Board’s Lead Independent Director (reappointed May 2023; previously LID Nov 2015–Feb 2020). He is age 76 in the 2025 proxy (75 in 2024) and brings over 40 years of downstream petroleum and refining leadership, including executive roles at Tesoro (EVP Strategy & Corporate Development; COO), Chevron, Equiva Trading, and Texaco, as well as prior board service at CVR Energy and industry leadership at the National Petrochemical & Refiners Association (AFPM) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tesoro Corporation | EVP Strategy & Corporate Development; Chief Operating Officer | Through 2010 | Led corporate development and operations at major independent refiner |
| Chevron Corporation; Equiva Trading Company; Texaco, Inc. | Executive roles; began career at Texaco | Career start 1970; subsequent executive positions | Broad downstream operating and trading experience |
| CVR Energy Inc. (NYSE: CVI) | Director | 2011–2012 | Chaired Environmental, Health & Safety Committee; member of Nominating & Corporate Governance Committee |
| National Petrochemical & Refiners Association (AFPM) | Director; Vice Chairman | 2005–2010; Vice Chair 2007–2010 | Industry policy and safety leadership |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Public company boards (past 5 years) | None disclosed | Proxy notes no director service at publicly traded or registered investment companies in the past five years beyond biographies |
Board Governance
- Lead Independent Director responsibilities include chairing executive sessions, coordinating independent directors, liaising with the Chairman and senior management, influencing Board agendas, and engaging major stockholders; Finnerty has served as LID since May 2023 .
- Independence: The Board determined Finnerty meets NYSE/SEC independence and non‑employee director requirements; majority-independent Board in 2023 and 2024 .
- Attendance/engagement: Board met 19 times in 2023 and 22 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the annual meetings in May 2023 and May 2024; LID presided over quarterly executive sessions .
Annual Meeting Vote Detail (Director Election)
| Year | For | Against | Abstain | Source |
|---|---|---|---|---|
| 2024 | 49,305,038 | 1,693,813 | 97,790 | |
| 2025 | 47,245,497 | 1,518,868 | 98,099 |
- Governance committees: Finnerty currently serves on Nominating & Corporate Governance (NCG), Environmental, Health & Safety (EHS), and Human Capital & Compensation (HCC); he previously chaired HCC (Feb 2020–May 2023) .
- Compensation Committee Interlocks: No reciprocal interlocks involving the Company’s executive officers in 2024; HCC members (including Finnerty) qualified as independent .
Fixed Compensation
Non-Employee Director Compensation Structure
| Component | Amount | Notes |
|---|---|---|
| Annual Base Retainer | $115,000 | Paid quarterly |
| Chair Fee – Audit | $15,000 | Per year |
| Chair Fee – HCC | $12,000 | Per year |
| Chair Fee – NCG/EHS/Technology | $8,000 | Per committee chair per year |
| Lead Independent Director Fee | $25,000 | Incremental annual fee |
| Annual Equity Award (RSUs) | $145,000 | RSUs vest over one year |
Finnerty – Actual Director Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2023 | $135,643 | $144,997 | $280,640 |
| 2024 | $140,000 | $144,976 | $284,976 |
Performance Compensation
Annual RSU Grants to Directors
| Year | Grant Date | Units | Grant-Date FMV/Share | Vesting |
|---|---|---|---|---|
| 2023 | June 10, 2023 | 6,034 | $24.03 | Quarterly over one year |
| 2024 | June 10, 2024 | 5,827 | $24.88 | Quarterly over one year |
- Director equity awards are time-based RSUs; no performance metrics (TSR/EBITDA) are disclosed for non-employee director grants .
- Clawback policy applies to compensation granted/earned based on financial reporting measures (executive awards), and the Company prohibits speculative transactions and pledging (existing pledges grandfathered) .
Other Directorships & Interlocks
| Company/Organization | Role | Committee/Notes | Status |
|---|---|---|---|
| CVR Energy Inc. (NYSE: CVI) | Director | Chaired EHS; member NCG | 2011–2012 (prior) |
| AFPM (NPRA) | Director; Vice Chair | Industry association leadership | 2005–2010 (prior) |
- No current compensation committee interlocks involving Company executives and other issuers’ boards/committees in 2024 .
Expertise & Qualifications
- Deep downstream/refining operations, strategy, and corporate development expertise from senior roles at Tesoro, Chevron, Equiva, and Texaco; plus safety and governance leadership from chairing EHS and serving on NCG at CVR .
- Board leadership experience with repeated appointment as Lead Independent Director, indicating trust in oversight and investor engagement responsibilities .
Equity Ownership
| As-of Date | DK Common Shares Beneficially Owned | % of Common Stock | DKL Common Units | % of Common Units |
|---|---|---|---|---|
| Feb 21, 2024 | 35,523 | * | — | n/a |
| Feb 21, 2025 | 41,453 | * | — | n/a |
- Company maintains stock ownership and retention requirements for directors (published on corporate governance webpage); pledging of Company stock has been prohibited since 2019 (existing pledges grandfathered) .
- Insider trading policy requires pre-approval for trades and 10b5‑1 plans; blackout periods apply and no trades are allowed within 90 days of plan adoption .
Governance Assessment
- Strengths: Independent director with extensive downstream operational credentials, currently serving as Lead Independent Director coordinating executive sessions and stockholder engagement; active service on NCG, EHS, and HCC; consistent attendance thresholds met by all directors; stable director compensation with meaningful equity alignment via annual RSUs .
- Alignment: Beneficial ownership increased year-over-year (35,523 → 41,453 shares), and RSU grants reinforce ongoing equity exposure; Company policies discourage misalignment (hedging/pledging prohibited) .
- Signals from shareholder votes: Finnerty received 1.69M “Against” votes in 2024 and 1.52M in 2025; while re-elected, tracking trends across the slate can inform sentiment and potential focus areas for investor engagement .
- Risk & conflicts: No Item 404 related-party transactions disclosed involving Finnerty; independence affirmed; Audit Committee administers rigorous related‑party review; presence of clawback policy and strict insider trading controls reduces governance risk .
RED FLAGS to monitor: relative “Against” votes over time versus peers; any deviation from independence or committee composition; changes to director pay mix (e.g., increases in guaranteed cash vs. equity) or equity award practices; and any exceptions to pledging/insider trading controls if disclosed in future filings .