Terrill Pitkin
About Terrill Pitkin
Terrill Pitkin is Senior Vice President, Planning & Commercial at Par Pacific Holdings; he is 43 years old, has served in this role since May 2023, and joined Par Pacific in November 2014 after engineering and operations roles at Marathon Petroleum’s Galveston refinery and BP’s Texas City refinery; he holds a B.S. in Chemical Engineering (Lamar University) and an MBA (University of Houston–Clear Lake) . Company performance context for 2024: cumulative TSR value of a fixed $100 investment was $70.52, GAAP net income was $(33,322) thousand, and Modified Free Cash Flow per share was $0.63, which anchor the pay-for-performance framework used for NEO incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Par Pacific Holdings | SVP, Planning & Commercial | May 2023–present | Leads planning and commercial functions; group performance drives 70% of his AIP group metric and aligns with Commercial outcomes . |
| Par Pacific Holdings | VP, Planning & Optimization | Apr 2020–May 2023 | Drove planning/optimization across refining-commercial interface . |
| Par Pacific Holdings | Commercial & Planning leadership roles | Nov 2014–Apr 2020 | Progressively senior roles in planning and commercial . |
| Marathon Petroleum (Galveston) | Engineering & operations | Pre-2014 | Operations and engineering foundation in refining . |
| BP (Texas City) | Engineering & operations | Pre-2014 | Operations and engineering foundation in refining . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of base) | Actual Non-Equity Incentive Paid ($) |
|---|---|---|---|
| 2024 | 350,000 | 60% | 145,488 (paid Q1’25) |
Performance Compensation
| Component | Metric | Weighting/Structure | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Group Metric (Adjusted EBITDA 16.4% + Modified FCF 7.5% + Group Performance 41.6–45.4%) | For Pitkin: 30% weighted average of other NEOs’ Group metric + 70% Commercial group performance | 100% individual level baseline at level 3 | Group Metric: 69.3%; Individual Metric: 100% | $145,488 = $350,000 × 60% × 69.3% × 100% | Cash, paid Q1 2025 |
| Long-Term Incentive (RS) | Time-vested Restricted Stock | Ratable vest over 3 years (from 2023 awards onward) | n/a | 5,615 shares granted 2/23/2024 | $219,490 grant-date fair value | 1/3 annually on grant anniversary |
| Long-Term Incentive (PSU) | 3-year aggregate Adjusted EBITDA vs budget; TSR vs peer average | Cliff vest at 3 years, 0–200% payout | 100% target | 5,615 PSUs granted 2/23/2024 | $219,490 grant-date fair value | Cliff at end of 3-year performance period |
The AIP formula is Annual Base Salary × Target % × Group Metric × Individual Metric . PSU performance peers include companies in Par Pacific’s customized peer group used for benchmarking and TSR comparisons .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 45,982 shares; denoted “<1%” of outstanding |
| Shares outstanding basis | 54,350,924 shares as of Mar 5, 2025 |
| Approx. ownership % | ~0.085% (45,982 / 54,350,924) based on disclosed shares |
| Unvested RS at 12/31/2024 | 5,615 (2/23/2024 RS; $92,030 market value), 2,854 (2/16/2023 RS; $46,777), 3,689 (2/18/2022 RS; $60,463), 1,893 (2/19/2021 RS; $31,026) |
| Unearned PSUs at 12/31/2024 | 5,615 (2/23/2024 PSU; $92,030 market value) |
| Options (exercisable/unexercisable) | None disclosed for Pitkin at FY-end 2024 |
| 2024 vesting activity | 6,305 shares vested; value realized $249,753 |
| Hedging/Pledging | Hedging, derivatives, and monetization transactions prohibited by Insider Trading Policy; proxy does not specify a pledging policy |
Employment Terms
| Term | Provision |
|---|---|
| Employment status | “At will”; arrangement dated Oct 28, 2014 |
| Base salary (2024) | $350,000 |
| Severance Plan (Qualifying Termination) | One year of base salary + average annual bonus of prior 3 years |
| Severance Plan (Change-in-Control within 24 months) | 18 months of base salary + average annual bonus; equity awards automatically vest upon change of control or termination due to death, disability, or without cause (LTIP terms) |
| Clawback | “No-fault” clawback adopted Oct 24, 2023; applies to incentive-based compensation after restatements; no restatements in 2024 |
| Section 16 compliance | Late filings noted for several officers/directors in 2024; Pitkin not listed among late filers |
Potential Payments (as of 12/31/2024, assuming $16.39 share price)
| Scenario | Salary Continuation ($) | Avg 3-year Bonus ($) | Accelerated RS ($) | Accelerated PSUs ($) | Stock Options ($) |
|---|---|---|---|---|---|
| Involuntary Not for Cause | 350,000 | 145,488 | 230,296 | 92,030 | — |
| Death or Disability | 233,334 | 145,488 | 230,296 | 92,030 | — |
| After Change in Control | 525,000 | 145,488 | 230,296 | 92,030 | — |
Compensation Structure Notes
- Philosophy and design: Balanced cash/equity mix; base salary increased to $350,000 in 2024 for Pitkin; AIP and LTI emphasize Adjusted EBITDA, Modified FCF/share, safety, throughput, and TSR relative to a customized peer group (Meridian advised the Committee) .
- 2024 grants (Terrill Pitkin): Restricted stock $219,490 (5,615 shares) and PSUs $219,490 (5,615 units) granted 2/23/2024; RS vests ratably over 3 years; PSUs cliff-vest at 3 years with 0–200% payout .
- AIP determination: For 2024, Pitkin’s Group Metric 69.3%, Individual Metric 100%, target 60% of base salary; AIP paid in Q1 2025 per formula .
Performance & Track Record
- Role evolution: Promoted to SVP Planning & Commercial in May 2023 after VP Planning & Optimization since April 2020; joined Par Pacific in 2014 and has held multiple planning/commercial leadership roles .
- Performance anchors used for pay: 2024 cumulative TSR $70.52 vs peer group $119.78, GAAP net income $(33,322) thousand, Modified FCF/share $0.63; pay-versus-performance charts show NEO compensation moving broadly with TSR, net income, and Modified FCF/share over 2021–2024 .
Equity Ownership & Alignment Details (Vesting Schedules)
| Grant Date | Type | Unvested/Unearned Units (#) | Market Value at 12/31/2024 ($) | Vesting Schedule |
|---|---|---|---|---|
| 02/23/2024 | RS | 5,615 | 92,030 | Ratable over 3 years (anniversary of grant) |
| 02/23/2024 | PSU | 5,615 | 92,030 | Cliff at 3 years, 0–200% based on 3-year EBITDA vs budget and TSR vs peer average |
| 02/16/2023 | RS | 2,854 | 46,777 | 3-year ratable |
| 02/18/2022 | RS | 3,689 | 60,463 | 4-year ratable |
| 02/19/2021 | RS | 1,893 | 31,026 | 4-year ratable |
Employment & Contracts Summary
- At-will employment dated Oct 28, 2014; eligible for benefits and 401(k) .
- Severance Plan: One-year base salary + average 3-year bonus for Qualifying Termination; CIC scenario provides 18 months base + average 3-year bonus; equity awards under the 2012 LTIP automatically vest upon change of control or termination due to death, disability, or without cause .
- Clawback: Adopted Oct 24, 2023; applies to incentive-based compensation upon restatement, regardless of fault; no restatement in 2024 .
- Hedging/derivative restrictions: Company policy prohibits short sales, options, swaps, collars, exchange funds, and similar hedging transactions for officers/directors .
Investment Implications
- Compensation-performance linkage: AIP payout directly tied to group and individual metrics (2024 Group 69.3%, Individual 100%), reinforcing operational execution accountability for Commercial; LTI mix includes PSUs tied to 3-year Adjusted EBITDA vs budget and TSR vs peers, strengthening long-term alignment .
- Vesting supply overhang: As of 12/31/2024, Pitkin had ~14,051 unvested RS plus 5,615 unearned PSUs; RS vests on grant anniversaries, suggesting recurring vest-related supply events; 2024 vesting activity (6,305 shares; $249,753 value) evidences cadence .
- Retention and change-in-control economics: Severance provides one year base + average bonus; CIC enhances to 18 months base + average bonus with single-trigger equity acceleration—terms that mitigate retention risk and could raise CIC event costs for shareholders .
- Governance and alignment: Hedging prohibited; clawback in force; beneficial ownership is modest (<1%), but unvested equity and PSU performance hurdles provide ongoing alignment; no late Section 16 filings listed for Pitkin in 2024 supports governance hygiene .