Timothy Clossey
About Timothy Clossey
Timothy Clossey, age 66, has served as an independent director of Par Pacific Holdings since 2014. He brings deep operations expertise from petroleum refining, including leadership roles at ARCO and BP Cherry Point, and holds an Executive MBA from Harvard Business School and a BS in Chemical Engineering from Washington State University . He currently chairs Par Pacific’s Operations and Technology Committee, with a stated focus on safety and reliability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARCO (Atlantic Richfield Co.) | President & CEO, ARCO Marine; VP Corporate Strategic Planning (Downstream); VP Engineering, Technology & R&D; Manager, Clean Fuels Development Task Force | Not disclosed | Led reformulated gasoline R&D; industry/government relations via WSPA/API; strategic planning across downstream businesses |
| BP Cherry Point | Production Manager; Major Projects Director | Not disclosed | Oversaw operations and major projects at refinery |
| Timec, Inc. | Board Member | Not disclosed | Chaired Audit Committee; organized and chaired Special Committee of Outside Directors; served on Compensation Committee |
External Roles
| Organization | Role | Tenure | Details |
|---|---|---|---|
| Spirit Technologies | President & Owner | Current | Management coaching and engineering consulting services |
| Saltchuk Resources | Consultant to Board | Prior | M&A opportunity evaluation |
Board Governance
- Independence: Board affirmatively determined Clossey is independent under NYSE standards .
- Committee leadership: Chair, Operations & Technology Committee; oversight of operations/technology initiatives, project execution, EHS compliance .
- Attendance and engagement: Board met six times in 2024; all directors attended at least 75% of Board and committee meetings they served on .
| Governance Item | Detail |
|---|---|
| Director Since | 2014 |
| Independence Status | Independent |
| 2024 Board Meetings | 6 |
| Attendance Threshold | All directors ≥75% of Board/committee meetings |
| Committees | Operations & Technology (Chair) |
| Operations & Technology Committee Meetings (2024) | 4 |
| Ops & Tech Committee Mandate | Oversee operations/technology, project execution, EHS compliance |
| Annual Meeting Attendance | All but one director attended 2024 annual meeting (individual attendance not specified) |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | |
| Committee Chair Fee (Ops & Tech) | $15,000 | |
| Total Cash Fees | $105,000 | |
| Equity Retainer (Restricted Stock/RSUs) | $100,000 (grant-date fair value) | |
| Total Director Compensation | $205,000 | |
| Vesting | Director equity grants vest in one year | |
| Meeting Fees | None for meeting attendance | |
| Deferred Compensation Eligibility | Non-employee directors eligible for Deferred Compensation Plan | |
| 2025 Director Pay Decision | No changes to annual director compensation for 2025 |
Performance Compensation
Directors receive time-vested equity; no performance-metric-linked pay is disclosed for non-employee directors.
| Metric | Used for Director Compensation? | Detail |
|---|---|---|
| TSR-based PSU metrics | No | Director equity is restricted stock/RSUs with one-year vesting |
| Adjusted EBITDA targets | No | Not applied to director pay |
| HSE/Operational metrics | No | Not applied to director pay |
Other Directorships & Interlocks
| Entity | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Timec, Inc. | Private | Director; Audit Chair; Special Committee Chair; Compensation Committee | No Par Pacific competitor/customer disclosed; no related-party transactions disclosed in proxy |
| Saltchuk Resources | Private | Board consultant | No related-party transactions disclosed in proxy |
- Compensation Committee interlocks: Clossey did not serve on the Compensation Committee in 2024; committee members were Hatcher (Chair), Martinez, Yeaman; no insider participation reported .
Expertise & Qualifications
- Petroleum refining operations, technology, and project execution (ARCO, BP) .
- Committee leadership in audit/compensation at Timec; special committee governance experience .
- Education: Executive MBA (Harvard Business School); BS Chemical Engineering summa cum laude (Washington State University) .
- Focus on safety and reliability as Ops & Tech Chair .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 86,069 |
| RSUs Outstanding | 2,799 |
| RSUs deliverable within 60 days upon departure (record-date condition) | 2,799 |
| Shares Outstanding (Record Date: Mar 5, 2025) | 54,350,924 |
| Ownership as % of Shares Outstanding | ~0.16% (calculated from 86,069 / 54,350,924) |
Alignment and Restrictions:
- Insider Trading Policy prohibits short sales, options/derivatives, and hedging/monetization transactions, supporting alignment with shareholders .
- No pledging of shares is disclosed in the proxy for Clossey; ownership guidelines for directors not disclosed .
Governance Assessment
- Strengths: Independent status; chairs an operations-focused committee with EHS oversight; consistent meeting engagement; straightforward director pay structure with balanced cash/equity; company-level clawback policy in place; strong say-on-pay support (99% approval in 2023) indicating investor confidence in compensation governance .
- Potential risks/flags to monitor: No explicit disclosure of director stock ownership guidelines or pledging policy specific to directors; limited visibility into individual annual meeting attendance; ensure continued avoidance of related-party transactions given consulting and private-board affiliations (none disclosed for Clossey) .
- Committee effectiveness signal: Ops & Tech Committee met four times in 2024 with clear operational/EHS oversight mandate—positive for risk management in a refining-heavy portfolio .