Aaron Zell
About Aaron Zell
Aaron Zell (age 29) is an independent director of Par Pacific Holdings, Inc. since 2023. He serves on the Audit Committee (designated an Audit Committee Financial Expert) and the Nominating & Corporate Governance Committee. Professionally, he is Senior Associate – Investments at Zell Family Office (Chai Trust Company, LLC) and holds a B.S. in economics, summa cum laude, from the Wharton School of the University of Pennsylvania. The Board has affirmatively determined his independence under NYSE standards, noting certain relationships through other entities but concluding they do not impair independent judgment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zell Family Office (Chai Trust Company, LLC) | Senior Associate – Investments | 2017–present | Sources/evaluates investments; works with portfolio assets |
| Equity Group Investments (EGI) | Summer Intern | 2014, 2015 | Early-stage investment exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Veridiam, Inc. | Board Member | Not disclosed | Specialty alloy manufacturer; nuclear power, medical, aerospace, industrial markets |
| Kharon | Board Member | Not disclosed | Tech-based solution for managing sanction risk |
| Zell Entrepreneurship Foundation | Board Member | Not disclosed | Supports Zell Lurie Institute (Michigan Ross), Zell Fellows (Northwestern Kellogg), Zell Entrepreneurship Program (Reichman University) |
| Matthew Zell Family Foundation | Board Member | Not disclosed | Focused on combating climate change and supporting local communities |
Board Governance
- Committees: Audit (member; financial expert) and Nominating & Corporate Governance (member) .
- Independence: Board confirmed Zell is independent; acknowledged indirect relationships with other directors via other entities but concluded they do not impair independence .
- Attendance: Board met 6 times in 2024; Audit (5), Nominating & Corporate Governance (4). All directors attended at least 75% of Board and committee meetings; all but one attended the 2024 annual meeting (individual not identified) .
- Risk oversight: Audit Committee oversees financial reporting, compliance, auditor independence, cybersecurity; Nominating & Corporate Governance oversees governance and ESG trends/risks .
| Committee | Role | Meetings (2024) |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 5 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $90,000 | Standard non-employee director cash retainer |
| Audit Committee Member Fee | $7,500 | Non-chair member retainer |
| Total Cash Fees Paid (2024) | $97,500 | As reported in director compensation table |
| Annual Equity Retainer | $100,000 | Restricted stock/RSUs paid quarterly; one-year vesting |
| RSUs Outstanding (12/31/2024) | 3,687 | Outstanding RSUs at year-end for Zell |
Notes:
- Directors may elect to increase stock component with corresponding cash reduction .
- No meeting fees; compensation paid quarterly .
- 2025: Compensation Committee elected not to change annual director compensation .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based Director Pay | None disclosed for directors; equity retainer vests time-based over one year |
Other Directorships & Interlocks
| Type | Entity | Potential Interlock/Notes |
|---|---|---|
| Private Boards | Veridiam, Inc.; Kharon | Non-public entities; sector exposure in specialized materials and compliance tech |
| Foundations | Zell Entrepreneurship Foundation; Matthew Zell Family Foundation | Philanthropy and climate/community focus |
| Board Noted Relationships | Various through other entities | Board concluded relationships (including those of Mr. Zell) do not impair independence under NYSE/SEC standards |
Expertise & Qualifications
- Financial/investment expertise; designated Audit Committee Financial Expert .
- Technology and sustainability perspectives from Kharon and climate-focused foundation roles .
- Education: Wharton School, B.S. Economics, summa cum laude .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 6,877 | As of March 5, 2025 |
| Ownership % of Outstanding | ~0.013% | 6,877 / 54,350,924; reported as less than 1% |
| Included in Beneficial Ownership | 5,184 RSUs | Shares issuable pursuant to RSUs within 60 days under SEC rules if leaving Board service during period |
| RSUs Outstanding (12/31/2024) | 3,687 | Year-end outstanding RSUs |
| Hedging/Derivatives Policy | Prohibited | Short-sales, puts/calls, equity swaps, collars, exchange funds; designed to align interests |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) Filings (2024) | No delinquent filings reported for Aaron Zell; several other officers had late Form 4s |
| Form 4 Transactions | Not disclosed in proxy; see Company SEC filings for details |
Governance Assessment
- Independence and Committee Impact: Zell strengthens independent oversight as Audit member and financial expert, and contributes to ESG/governance through Nominating & Corporate Governance .
- Alignment: Standard director pay mix (cash + time-based equity) with quarterly grants and one-year vesting; hedging/derivative prohibitions support alignment. 2025 director pay unchanged (no inflationary reset) .
- Ownership: Beneficial ownership is modest (<1%) but includes RSUs treated as beneficial per SEC 60-day rule; year-end RSU balance disclosed .
- Attendance/Engagement: At least 75% meeting attendance across Board/committees; Audit and Nominating committees active (5 and 4 meetings in 2024) .
- Potential Conflicts/Interlocks: Board explicitly reviewed relationships through other entities and affirmed Zell’s independence; related-party transaction approvals reside with the Audit Committee per policy .
- Shareholder Signals: Prior say-on-pay approval ~99% (May 2023) reflects strong investor support for compensation governance; 2025 director compensation held constant .
RED FLAGS to monitor: indirect relationships via the broader Zell/EGI network (though Board concluded independence), relatively low direct ownership, and any future related-party transactions—subject to Audit Committee review and disclosure .