Shawn Flores
About Shawn Flores
Shawn Flores is Senior Vice President and Chief Financial Officer of Par Pacific Holdings, serving as CFO since January 2023 after roles including Vice President – Finance (2021), Vice President – Strategy & Financial Planning, and Director of M&A and Business Development since joining Par Pacific in 2014 . He is 36 years old and holds a master’s degree in finance and a bachelor’s degree in accounting from Texas A&M University . Compensation design ties a significant portion of his pay to company performance through an annual cash incentive formula and long‑term PSUs driven by three‑year Adjusted EBITDA vs budget and TSR vs a designated peer group, with PSU payouts ranging from 0% to 200% at three‑year cliff vesting . In 2024, his non‑equity incentive payout was determined by a formula using base salary, target percentage, a Group Metric comprised of Adjusted EBITDA/Modified Free Cash Flow/group operating scorecards, and an Individual Metric based on strategic objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Par Pacific Holdings | SVP & CFO | Jan 2023–present | Finance leadership during CEO transition; supports integration, renewables project, and retail growth strategies . |
| Par Pacific Holdings | VP – Finance | 2021–2022 | Led finance operations; supported performance management and planning . |
| Par Pacific Holdings | VP – Strategy & Financial Planning | 2014–2021 | Drove corporate strategy, performance measurement, and capital planning . |
| Par Pacific Holdings | Director of M&A & Business Development | 2014–2021 | Executed acquisitions and development initiatives; foundational to growth strategy . |
External Roles
No external public company board roles disclosed in the DEF 14A .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 387,423 | 420,192 (annual base increased to $425,000 for AIP) |
| Target Annual Bonus (% of base) | 85% | 85% |
| All Other Compensation ($) | 21,556 (incl. 401(k) match) | 20,700 (incl. 401(k) match) |
Performance Compensation
Annual Incentive Plan (AIP) – Cash
| Metric | Weighting | Target | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Group Metric (Adjusted EBITDA 16.4%, Modified FCF 7.5%, Group Ops 41.6–45.4%) | Composite per formula | Set by Committee | 65.7% | Included in cash calc | Paid Q1 2025 |
| Individual Metric | 0–140% scale | Target = 100% | 100% | Included in cash calc | Paid Q1 2025 |
| AIP Formula | — | Base x Target% x Group x Individual | Base used: $425,000 | $237,341 (2024 Non‑Equity Incentive Award) | Cash payout (no vesting) |
AIP component definitions and 2024 objectives emphasized profitability, operational reliability and safety, cost measurement cadence, renewables portfolio development, and retail brand growth .
Long-Term Incentives (LTI)
| Award Type | Grant Date | Shares | Grant Date Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (time-vested) | 02/23/2024 | 6,396 | 250,020 | Ratable over 3 years (one‑third annually) | None (time-based) |
| Performance RSUs (PSUs) | 02/23/2024 | 6,396 (target) | 250,020 (target) | 3‑year cliff vest; 0–200% payout | 3‑yr aggregate Adjusted EBITDA vs budget and TSR vs peer average |
| Restricted Stock (prior awards) | 02/16/2023 | 5,606 | — | 3‑year ratable | |
| PSUs (prior awards) | 02/16/2023 | 8,409 (target) | — | 3‑year cliff 0–200% | |
| Restricted Stock (older awards) | 02/18/2022 | 3,354 | — | 4‑year ratable | |
| Restricted Stock (older awards) | 07/29/2021 | 3,842 | — | 4‑year ratable | |
| Restricted Stock (older awards) | 02/19/2021 | 1,565 | — | 4‑year ratable |
Stock vested in 2024: 10,836 shares; value realized $373,319 (pre‑tax) .
PSU calibration: up to 200% of target based on combined 3‑yr Adjusted EBITDA and TSR vs a designated peer group; if below threshold, no PSUs vest .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 48,586 shares; less than 1% of outstanding . |
| Shares Outstanding (base) | 54,350,924 (as of Mar 5, 2025) . |
| Ownership % (derived) | ~0.089% of outstanding (48,586 / 54,350,924) . |
| Unvested Time‑Vested RS (12/31/24) | 6,396 (2024 grant) + 5,606 (2023) + 3,354 (2022) + 3,842 (2021) + 1,565 (2021) = 20,763 shares (market value examples in table at $16.39) . |
| Unvested PSUs (12/31/24) | 6,396 (2024 target) + 8,409 (2023 target) = 14,805 target units; payout 0–200% at 3‑yr cliff . |
| Options | No options reported for Flores; none exercisable/unexercisable listed . |
| Hedging/Pledging | Hedging and short‑sale transactions prohibited by Insider Trading Policy; pledging policy not explicitly disclosed in DEF 14A . |
| Ownership Guidelines | Executive stock ownership guideline multiple of salary not disclosed in DEF 14A . |
Note: Market values in the Outstanding Equity Awards table are based on $16.39 closing price on 12/31/2024 and stated pre‑tax .
Employment Terms
| Term | Detail |
|---|---|
| Employment arrangement | “At‑will” per letter dated December 13, 2022 . |
| Letter base salary | $350,000 (original letter); annual base in 2024 was $425,000 . |
| Benefits & ESPP | Eligible for general employee benefit plans and 401(k); ESPP allows purchases up to 15% discount . |
| Clawback | “No‑fault” clawback policy adopted Oct 24, 2023 in line with SEC/NYSE requirements . |
| Section 16(a) compliance | Late filing noted: Flores was late in filing two Form 4s covering three transactions in 2024 . |
Severance and Change‑in‑Control Economics (Scenario Values)
| Scenario (as of 12/31/2024; $16.39 stock price assumption) | Salary Continuation | Avg 3‑yr Bonus | RS Accelerated | Options Accelerated | PSUs Accelerated |
|---|---|---|---|---|---|
| Termination for Good Reason | $425,000 | $318,671 | $340,306 | — | $242,654 |
| Involuntary Not for Cause | $425,000 | $318,671 | $340,306 | — | $242,654 |
| Death or Disability | $283,334 | $318,671 | $340,306 | — | $242,654 |
| Retirement | — | — | — | — | — |
| After a Change in Control | $637,500 | $318,671 | $340,306 | — | $242,654 |
Assumptions: Values based on last trading day of 2024 price $16.39; PSUs modeled at 100% of target for disclosure purposes .
Compensation Structure Notes
- 2024 compensation emphasized pay‑for‑performance, with cash AIP tied to group financial metrics (Adjusted EBITDA, Modified FCF) and operational scorecards, plus individual strategic objectives; base salary increased to $425,000 for Flores in 2024 to reflect role and market competitiveness .
- 2024 LTI included balanced mix of time‑vested RS and PSUs (cliff) for Flores; CEO received supplemental options in 2024 tied to transition, but no options for Flores .
Compensation Peer Group (Benchmarking)
The Committee, advised by Meridian, benchmarked compensation to a customized peer set spanning refining/marketing and specialty retail/chemicals; the peer group median revenues were ~$5.0B and median market cap ~$1.6B as of 12/31/2024. The peer group included companies such as Delek U.S. Holdings, CVR Energy, Sunoco LP, Parkland, and Casey’s General Stores; Arko Corp. was added and Vertex Energy removed post‑bankruptcy . Say‑on‑pay support was ~99% in May 2023, affirming program design .
Performance & Track Record
- 2024 corporate highlights underscored positive net income, strong operational execution and safety, continued Billings refinery integration, CEO transition, progress on Hawaii renewable fuels, and retail growth strategies—forming the basis for incentive determinations .
- PSU performance matrix emphasizes three‑year Adjusted EBITDA vs budget and relative TSR vs peer average, aligning Flores’s long‑term incentives with value creation .
Equity Vesting & Insider Selling Pressure
- 2024 vesting activity: Flores had 10,836 shares vest with $373,319 value realized; no option exercises, suggesting limited forced liquidity beyond potential tax withholding on RS/PSU vesting .
- Forward selling pressure may cluster around annual RS tranches and 2023–2024 PSU cliff dates (three years from grant), with payout contingent on EBITDA/TSR results .
Risk Indicators & Red Flags
- Late Section 16(a) filings (two Form 4s covering three transactions) reflect minor administrative compliance issues but not necessarily substantive governance concerns .
- Hedging/short‑sale transactions prohibited; pledging not explicitly addressed in DEF 14A, leaving policy clarity on pledging as a monitoring point .
Equity Ownership & Guidelines
- No executive ownership guideline multiple disclosed; monitoring adherence to informal ownership expectations may be warranted given <1% personal ownership and ongoing equity vesting .
Investment Implications
- Alignment: Flores’s pay design is strongly tied to EBITDA/TSR with significant equity at risk via PSUs, supporting alignment with shareholders; cash incentives incorporate profitability and free cash flow elements .
- Retention: “At‑will” arrangement but severance provides ~1.5x base salary after change‑in‑control plus average bonus and equity acceleration, reducing near‑term retention risk and providing event‑driven economics .
- Supply of stock: Annual RS vesting and future PSU cliffs could create periodic supply/withholding dynamics; absence of options suggests limited exercise‑related selling pressure .
- Governance: Strong say‑on‑pay support and independent consultant oversight; clawback adopted per SEC/NYSE enhances risk management; minor Section 16(a) timeliness issue noted for 2024 .