William Monteleone
About William Monteleone
William “Will” Monteleone, 41, is President and Chief Executive Officer of Par Pacific Holdings, appointed effective April 30, 2024; he has served on the Board since 2012 and previously held roles including President (2023–2024), EVP & CFO (2022–2023), SVP & CFO (2017–2022), SVP M&A (2015–2017), and an earlier CEO stint (2013–2015). He holds a bachelor’s degree magna cum laude from Vanderbilt University and brings capital markets and restructuring experience from Equity Group Investments and Banc of America Securities . Par’s executive pay program ties a substantial portion of his compensation to performance via metrics including Adjusted EBITDA, Modified Free Cash Flow per share, health/safety/operational goals, and 3‑year relative TSR, with his 2024 AIP paying out $492,750 based on a 65.7% group metric and 100% individual metric . Under prior leadership culminating in the 2024 transition, Par reported growth “from nothing to over $8.2 billion in revenue, $680 million in operating income, and over $8.00 in adjusted per share earnings,” and in 2024 pay-versus-performance disclosures Par’s cumulative TSR index stood at 70.52 (peer 119.78) with net income of $(33.3) million; in 2023 TSR was 156.50 (peer 141.06) with net income of $728.6 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Par Pacific Holdings | CEO & President | 2024–present | CEO succession execution; continued strategy and operational oversight . |
| Par Pacific Holdings | President | 2023–2024 | Leadership continuity ahead of CEO transition; expanded managerial authority . |
| Par Pacific Holdings | EVP & CFO | 2022–2023 | Financial leadership during scale-up and integration initiatives . |
| Par Pacific Holdings | SVP & CFO | 2017–2022 | Capital allocation, financing, and reporting across refining/logistics/retail . |
| Par Pacific Holdings | SVP, M&A | 2015–2017 | Led acquisitions underpinning growth (e.g., network expansion) . |
| Par Pacific Holdings | Chief Executive Officer | 2013–2015 | Early-stage leadership of platform build-out . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Laramie Energy, LLC | Board of Managers (Par’s largest upstream asset) | Current | Governance and oversight of upstream affiliate; aligns with Par’s portfolio . |
| Equity Group Investments (EGI) | Vice President | 2008–2013 | Restructurings/investments primarily in energy; capital markets expertise . |
| Banc of America Securities LLC | Debt Capital Markets (Analyst/Associate) | Prior to 2008 | Executed LBO and acquisition financings; debt capital raising . |
| Wapiti Oil & Gas I & II, Kuwait Energy Company | Director (prior) | Prior | Energy sector governance experience across private/public entities . |
Fixed Compensation
| Year | Base salary ($) | Target annual bonus (% of base) | Actual AIP cash bonus ($) | Notable changes |
|---|---|---|---|---|
| 2024 | 662,746 | 100% (raised from 80% upon CEO appointment 4/30/2024) | 492,750 | Base increased to $750,000 effective 4/30/2024 . |
| 2023 | 497,692 | 80% (pre‑CEO) | 542,400 | — |
| 2022 | 435,192 | Not disclosed | 690,000 | — |
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Metric | Weighting | Target | Actual result | Contribution/Payout |
|---|---|---|---|---|
| Adjusted EBITDA (non-GAAP) | 25% | Budget | 16.4% of total AIP (after scaling vs budget) | 16.4% . |
| Modified Free Cash Flow (non-GAAP) | 25% | Budget | 7.5% of total AIP (after scaling vs budget) | 7.5% . |
| HSE/Operational/Segment Group Performance | 50% | Operational targets | Range 41.6%–45.4% (varies by NEO) | Included in Group Metric . |
| Group Metric (sum of components) | — | — | 65.7% (CEO) | 65.7% . |
| Individual Metric | — | 100% at “level 3” | 100% (CEO) | 100% . |
| AIP Payout | — | Base x Target% x Group x Individual | — | $492,750 . |
Notes:
- Individual performance ranges 0–140% of target; CEO assessed at 100% .
- AIP emphasizes safety/environmental and reliability outcomes alongside financials .
2024 Long-Term Incentives (LTI)
| Award type | Grant date | Units/Options | Grant-date fair value ($) | Vesting | Key terms |
|---|---|---|---|---|---|
| Restricted Stock | 2/23/2024 | 35,988 | 1,406,771 | Ratable over 3 years | Time-based retention equity . |
| Performance Stock Units (PSUs) | 2/23/2024 | 15,989 target | 625,010 | 3-year cliff (0–200% payout) | Earn-out on 3‑yr aggregate Adjusted EBITDA vs budget and 3‑yr TSR vs peer group . |
| Nonqualified Stock Options | 4/30/2024 | 350,000 | 6,556,270 | Cliff vest 4/30/2029 | 10‑yr term; exercise price $30.80 (close on grant date) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,048,055 shares (1.9% of outstanding as of 3/5/2025) . |
| Components | Includes 625,033 shares issuable upon exercise of vested options . |
| Unvested equity (12/31/2024) | 35,989 RS not vested; 15,989 PSUs at target; 350,000 options unexercisable (cliff 2029), plus prior grants with remaining tranches per award schedule . |
| Hedging/short sales | Prohibited for officers and directors under Insider Trading Policy (short sales, options, swaps, collars, monetization transactions) . |
| Director compensation | Employee directors (incl. CEO) are not separately compensated for Board service . |
2024 equity settlements and exercises:
- Options exercised: 27,740 shares; value realized $21,915; stock vested: 36,611 shares; value realized $1,447,391 (gross) .
Employment Terms
| Topic | Terms |
|---|---|
| Employment arrangement | At-will; base salary increased to $750,000 upon CEO appointment (4/30/2024) . |
| Annual incentives | Target bonus 100% of base salary (effective 4/30/2024) . |
| LTI target | 300% of base salary (even split RS/PSUs) effective 4/30/2024 . |
| One-time award | 350,000 NQ options, $30.80 strike, 10‑yr term, cliff vest after 5 years . |
| Severance Plan | If terminated without cause or for good reason: 1x base salary plus average prior 3-year bonus; if within 24 months post‑change‑in‑control: CEO receives 24 months’ base salary, average prior 3‑year bonus, and accelerated vesting of unvested equity . |
| Monteleone severance illustrations (12/31/2024) | Good reason/without cause: $750,000 salary + $575,050 bonus + accelerated equity (RS $954,586; options $49,433; PSUs $560,390). After change‑in‑control with qualifying termination: $1,500,000 salary + $575,050 bonus + same equity acceleration values . |
| Clawback | “No‑fault” clawback policy adopted 10/24/2023 to recoup incentive-based pay upon restatement, irrespective of misconduct; no restatements in 2024 . |
| Deferred comp | Non‑Qualified Deferred Compensation Plan available; no amounts deferred in 2024 . |
Board Governance
- Director since 2012; currently serves on the Executive Committee (employee director) .
- Board has an independent Chairman (Robert Silberman); majority independent directors (8 of 10 named); independent committee leadership for Audit, Compensation, Nominating/Governance, and Operations/Technology .
- Board met 6 times in 2024; all directors attended ≥75% of Board and relevant committee meetings .
- Dual-role implications: While Monteleone is both CEO and director, the separation of Chair/CEO roles and the majority‑independent board/committees provide checks on management influence and support independent oversight .
Performance & Track Record
- 2024 strategic execution included continued integration of the Billings refinery acquisition, a successful CEO transition, and progress on Hawaii renewable fuels and retail growth strategies; compensation outcomes referenced these achievements alongside safety and operations .
- Pay-versus-performance context: Cumulative TSR index (fixed $100 methodology) was 156.50 in 2023 (peers 141.06) and 70.52 in 2024 (peers 119.78); net income was $728.6 million in 2023 and $(33.3) million in 2024 .
| Year | Par TSR Index ($) | Peer TSR Index ($) | Net Income ($000s) |
|---|---|---|---|
| 2023 | 156.50 | 141.06 | 728,642 |
| 2024 | 70.52 | 119.78 | (33,322) |
Governance/compliance notes:
- Section 16(a) reporting: Monteleone was late in filing two Form 4s (five transactions) in 2024; other officers had occasional late filings as well .
Director Service Snapshot (for dual-role context)
| Attribute | Detail |
|---|---|
| Board tenure | Director since 2012 . |
| Committee roles | Executive Committee member . |
| Independence | Employee director (not independent); majority of other directors are independent under NYSE standards . |
| Board leadership | Independent Chairman; Board retains flexibility on Chair/CEO structure . |
| Director pay | Employee directors receive no additional director compensation . |
| Attendance | ≥75% attendance threshold met by all directors in 2024 . |
Compensation Structure Analysis
- Increased at‑risk pay and longer-duration equity in 2024: CEO base rose to $750k; target bonus to 100%; LTI target to 300% of salary; plus a one-time 350k option grant with 5‑year cliff vesting and 10‑year term—tilting mix toward long-dated equity and retention .
- Performance metrics emphasize cash generation and returns: AIP combines Adjusted EBITDA and Modified Free Cash Flow with safety/operations; PSUs require 3‑year aggregate Adjusted EBITDA vs budget and relative TSR vs peers (0–200% payout), tying realized equity to multi-year value creation .
- Shareholder alignment and safeguards: 1.9% beneficial ownership (including significant vested options) aligns interests; hedging/derivative transactions prohibited; clawback in place per SEC/NYSE rules .
- Peer benchmarking: Compensation Committee uses a customized peer group (refining/marketing, fuels retail, specialty chemicals) to calibrate levels/design; 2023 Say‑on‑Pay support ~99% signaled broad shareholder approval .
Investment Implications
- Alignment and retention: High equity intensity (RS/PSU/Options) and a 5‑year cliff on 350k options support retention and tie upside to sustained TSR and EBITDA delivery; PSU design adds a relative TSR gate, aligning with shareholder outcomes .
- Incentive drivers and potential selling pressure: Annual vesting of RS/PSUs and the 2029 option cliff create identifiable equity events; 2024 realized vesting and modest option exercises illustrate ongoing equity monetization cadence typical for executives .
- Downside protections and change-of-control dynamics: Cash severance is double‑trigger post‑CIC (24 months’ salary for CEO) with equity acceleration (award terms provide for vesting upon change of control or certain terminations), which can create overhang in M&A scenarios but reduces retention risk during strategic transitions .
- Governance checks: Independent chair, majority‑independent committees, and hedging prohibitions mitigate dual‑role concerns; minor late Section 16 filings are a governance watch point but not uncommon .