Robert Silberman
About Robert Silberman
Robert Silberman, 67, is Independent Chairman of the Board at Par Pacific (PARR) and has served as a director since 2014; he has been Chairman since 2019. He chairs the Executive Committee and, effective February 21, 2025, became Chair of the Nominating and Corporate Governance Committee (NCG). He is a former CEO/Executive Chairman of Strategic Education, Inc., a Managing Director at Equity Group Investments (EGI) since 2014, and previously served as U.S. Assistant Secretary of the Army. He holds a BA from Dartmouth and an MA from Johns Hopkins SAIS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Education, Inc. | President & CEO; Chairman & CEO; Executive Chairman; currently Chairman | 2001–2003; 2003–2013; 2013–2023; current Chairman | Led large public company transformations; higher-ed services expertise |
| Equity Group Investments (EGI) | Managing Director | Since March 2014 | Investment oversight; energy/project development investing |
| Covanta Holding Corporation | Lead Director | 2015–2020 | Board leadership at public company |
| CalEnergy Company, Inc. (Berkshire subsidiary) | President & COO | Prior role | Energy operations leadership |
| U.S. Department of the Army | Assistant Secretary of the Army | Appointed by President G.H.W. Bush | Public sector leadership; national security perspective |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Strategic Education, Inc. | Chairman of the Board | Public | Ongoing role |
| Equity Group Investments | Managing Director | Private | Sam Zell’s investment firm |
| Council on Foreign Relations | Member | Non-profit | Policy network |
| Laramie Energy, LLC | Director (on behalf of Par Pacific) | Private | Received $50,000 for 2024 board service; PARR pays this retainer for service on its behalf (3) |
Board Governance
- Roles and committees: Independent Chairman of the Board; Chair, Executive Committee; Chair, Nominating & Corporate Governance Committee (effective Feb 21, 2025). Member designations reflect Executive (1) and NCG (4) .
- Independence: The Board affirmatively determined Silberman is independent under NYSE standards. The Board noted certain relationships between Silberman (and other directors) and other entities but concluded they do not impair independent judgment .
- Attendance and engagement: In 2024, the Board met six times; all directors attended at least 75% of Board and committee meetings. All but one director attended the 2024 annual meeting (individual attendance rates not disclosed) .
- Committee activity (2024): Executive (4 meetings), NCG (4), Audit (5), Compensation (4), Operations & Technology (4). Silberman chaired Executive in 2024; he became NCG Chair in Feb 2025 after Mr. Klein’s departure .
- Risk oversight: Audit oversees financial, compliance, and cybersecurity; NCG oversees governance and ESG/climate; Compensation oversees pay plans; Ops & Tech oversees operations/technology; committees report to the Board .
Fixed Compensation (Director)
| Year | Cash Retainer/Fees ($) | Equity Retainer ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 205,000 | 160,000 | 365,000 | Includes Chairman compensation; equity paid quarterly as RS/RSUs with 1-year vest; directors may elect more stock/less cash (1) |
| 2024 Add’l | — | — | — | Received $50,000 for 2024 service on Laramie Energy board (paid by PARR for service on its behalf) (3) |
- Director pay structure: Non-employee directors (other than Chair and Chair Emeritus) received $90,000 cash and $100,000 stock annual retainers in 2024 (electable mix). Chair and Chair Emeritus targeted $300,000 (cash $140,000; stock $160,000). Committee chair fees: Audit $20,000; NCG $15,000; Compensation $15,000; Operations & Technology $15,000; Executive $15,000. No meeting fees. Directors may use the Non-Qualified Deferred Compensation Plan .
- 2025: Compensation Committee (with Meridian) reviewed director pay in Oct 2024 and made no changes for 2025 .
Performance Compensation (Director)
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Equity retainer | Restricted stock or RSUs (electable) | None (time-based) | 1-year vest from grant; paid quarterly (1) |
- Hedging/derivatives: Company policy prohibits directors from short sales, options, swaps, collars, and similar hedging/monetization transactions in PARR stock .
Other Directorships & Interlocks
| External Board/Entity | Role | Interlock/Relationship Relevance |
|---|---|---|
| Strategic Education, Inc. | Chairman | Public company board seat; governance expertise |
| Equity Group Investments | Managing Director | EGI relationships exist across PARR leadership (e.g., current CEO Monteleone and former CEO Pate previously at EGI); Board concluded such relationships do not impair independence |
| Covanta Holding Corporation | Former Lead Director | Prior public company board leadership |
| Laramie Energy | Director (on behalf of PARR) | Subsidiary/affiliate service; paid by PARR; not a third-party related-party transaction (3) |
- Independence note: Despite cross-entity ties (EGI/Zell ecosystem) among some directors, the Board formally determined Silberman’s independence under NYSE/SEC standards .
Expertise & Qualifications
- Governance and leadership: Long-tenured public company chair/CEO with board leadership experience at multiple issuers .
- Energy sector: Former President/COO at CalEnergy (Berkshire unit) with energy operations background .
- Capital allocation: Managing Director at EGI, bringing investor/operator perspective .
- Public policy: Former Assistant Secretary of the Army; member, Council on Foreign Relations .
- Education: BA (Dartmouth), MA (Johns Hopkins SAIS) .
Equity Ownership
| Holder | Total Beneficial Ownership (#) | % of Outstanding | Notes (RSUs/vesting) |
|---|---|---|---|
| Robert Silberman | 130,663 | <1% | Includes 70,663 shares issuable pursuant to RSUs if he leaves Board service within 60 days after Mar 5, 2025 (10) |
| RSUs outstanding (12/31/2024) | 68,268 | — | RSUs outstanding as of year-end 2024 (2) |
- Shares outstanding reference: 54,350,924 shares as of March 5, 2025 (1).
- Pledging: No director pledging disclosure found; hedging/derivative transactions prohibited for directors .
Governance Assessment
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Strengths
- Independent Chair role with deep governance experience; separation of Chair and CEO roles enhances oversight .
- Active committee leadership (Exec and NCG). NCG has ESG/climate oversight; Audit oversees cybersecurity; clear committee charters and 2024 meeting cadence demonstrate engagement .
- Director equity paid in stock with 1-year vest supports alignment; optional deferral plan; hedging prohibitions reduce misalignment risk (1) .
- Attendance thresholds met; board refresh includes recent additions, with Silberman assuming NCG chair in 2025 after refresh .
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Potential Risks / Watch Items
- Interlocks/affiliations across EGI/Zell network (e.g., Silberman at EGI; CEO Monteleone and former CEO Pate prior EGI roles; director Aaron Zell at Zell Family Office). The Board concluded independence remains intact, but investors may monitor for related-party exposure or influence concentration over time .
- Executive Committee authority between Board meetings centralizes certain powers under the Chair; however, its charter excludes major structural actions; transparency on EC decisions is helpful for investor confidence .
- Laramie Energy board retainers paid by PARR for director service on that affiliate are routine but merit disclosure (provided) to monitor for intra-group incentives (3).
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Signals
- No Section 16 delinquency reported for Silberman in 2024; general compliance culture noted. Clawback policy adopted for executives (Dodd-Frank), though not director-specific, signals stronger pay governance environment .