William Pate
About William Pate
William Pate, 61, is a director at Par Pacific Holdings and former Chief Executive Officer (retired April 30, 2024). He has served on the Board since 2014, and is currently a member of the Executive Committee, bringing deep capital markets and M&A experience; he holds a BA from Harvard College and a JD from the University of Chicago Law School . As of March 5, 2025, he beneficially owns 1,316,162 shares (2.4% of outstanding) including vested options; he is not classified as an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Par Pacific Holdings, Inc. | Chief Executive Officer (retired) | 2015–Apr 30, 2024 | Led strategic growth; transitioned CEO role to William Monteleone |
| Equity Group Investments | Co‑President; various roles since 1994 | Not disclosed | Private investment leadership; governance experience |
| The Blackstone Group | Associate | Not disclosed | Private equity and M&A |
| The First Boston Corporation | Financial Analyst, Natural Resources M&A | Not disclosed | Transaction execution in energy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Covanta Holding Corporation | Director (past) | Not disclosed | Public company board service |
| Exterran Holdings, Inc. | Director (past) | Not disclosed | Public company board service |
| Adams Respiratory Therapeutics | Director (past) | Not disclosed | Public company board service |
| MiddleBrook Pharmaceuticals | Director (past) | Not disclosed | Public company board service |
| CNA Surety Corp. | Director (past) | Not disclosed | Public company board service |
| Laramie Energy, LLC | Board member (on behalf of PARR) | 2024 (one quarter) | Received $12,500 for service in 2024; Laramie is PARR’s largest upstream asset |
Board Governance
| Attribute | Details |
|---|---|
| Board service | Director since 2014 |
| Independence | Not independent (former CEO); the Board’s majority comprises independent directors (eight named) |
| Committees | Executive Committee member (Chair: Robert Silberman; other members: William Monteleone) |
| Attendance | Board held six meetings in 2024; all directors attended at least 75% of Board and committee meetings; all but one attended the 2024 annual meeting |
| Committee meetings (2024) | Audit (5), Compensation (4), Nominating & Corporate Governance (4), Operations & Technology (4), Executive (4) |
| Succession oversight | Board oversaw CEO transition; Pate retained Board and Executive Committee roles to provide continuity |
Fixed Compensation
| Component | Par Pacific Director Program (2024) | William Pate (2024) |
|---|---|---|
| Annual cash retainer | $90,000 (non‑employee directors) | $57,500 cash (partial year, director fees) |
| Equity retainer | $100,000; directors may elect to increase stock and reduce cash; RS/RSUs vest in one year | $50,000 equity (restricted stock grants) |
| Committee fees | Audit Chair $20,000; Audit member $7,500; Comp Chair $15,000; Ops & Tech Chair $15,000; Nominating Chair $15,000; Executive Chair $15,000 | None disclosed for Pate (not a chair/member of paid committees) |
| Laramie Energy board retainer (on behalf of PARR) | $50,000 annually; paid by PARR (no separate Laramie comp) | $12,500 for one quarter of service in 2024 |
| Deferred compensation eligibility | Eligible for Non‑Qualified Deferred Compensation Plan |
Performance Compensation
| Metric | Plan Design (AIP 2024) | Company Achievement | Pate’s Outcome |
|---|---|---|---|
| Target annual incentive (% of base) | CEO 100% | Group metric comprises Adjusted EBITDA (16.4%), Modified FCF (7.5%), Group performance (41.6%–45.4%) | Base salary considered $795,000; Group Metric 65.7%; Individual Metric 0% (retirement); payout $0 |
| Individual metric | 0%–140% based on performance | Not applicable (retirement set to 0%) | 0% |
| Equity grants (2024, as CEO) | RS and PSUs (typical); options only in special cases | CEO successor received RS, PSUs, and a supplemental 350,000‑option grant; Pate received none in 2024 | No RS or PSUs granted in 2024 due to retirement |
| Retirement equity actions | Acceleration of unvested RS and PSUs; option modification to extend exercise window | RS 47,890 (net of taxes), PSUs 42,476 (net), options 202,753 (net); accelerated value $9,120,181; option modification value $3,191,740 | Accelerated and modified as described |
Performance metrics referenced for AIP: Adjusted EBITDA and Modified Free Cash Flow (non‑GAAP), plus safety/operations group metrics (weighting as disclosed) .
Other Directorships & Interlocks
| Relationship | Detail | Governance Note |
|---|---|---|
| Equity Group Investments (EGI) network | Pate: former Co‑President at EGI; Silberman: Managing Director at EGI since 2014; Monteleone: prior EGI experience | Board acknowledged some inter‑director relationships (Silberman, Yeaman, Zell) and affirmed their independence; Pate is not independent |
| Executive Committee | Pate serves with CEO and Chair | Executive Committee exercises Board powers between meetings (with important limitations) |
| Laramie Energy board | Pate served one quarter in 2024 on behalf of PARR | Compensation for service paid by PARR; $12,500 to Pate |
Expertise & Qualifications
- Capital markets, financial transactions, and investing experience across domestic and international markets; governance experience on public and private boards .
- Legal training (JD) and elite undergraduate education (Harvard); deep energy sector M&A background from First Boston and Blackstone .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 1,316,162 shares (2.4% of outstanding) | |
| Vested options (exercisable) | 790,055 shares issuable upon exercise | |
| RSUs contingent | 1,497 shares issuable if leaving Board within 60 days after Mar 5, 2025 | |
| Shares outstanding baseline | 54,350,924 shares (record date Mar 5, 2025) |
Insider Trades and Compliance
| Indicator | Detail |
|---|---|
| Section 16 compliance | Pate was late in filing two Form 4s (five transactions) in 2024, per company disclosure |
| Hedging/pledging policy | Company prohibits short‑sales, derivatives, and hedging transactions by insiders; board‑adopted policy in place |
Governance Assessment
- Independence and role: Pate is not independent (recent CEO), yet remains on the Executive Committee—this limits purely independent oversight and can be viewed as a potential governance risk, albeit mitigated by a majority‑independent board and independent committee leadership .
- Pay and retirement actions: Accelerated vesting of a substantial equity package ($9.12M) and option exercise window extension ($3.19M) upon retirement are atypical for pure directors and may be viewed as generous; transparency is provided, and clawback policy exists for restatements .
- Attendance and engagement: Board met six times in 2024; all directors met the 75% attendance threshold, supporting engagement; nearly full attendance at the annual meeting .
- Compensation structure and alignment: As a director, Pate’s compensation is primarily fixed retainer plus time‑vested equity (no performance equity for directors), with one‑year vesting—moderate alignment; as retiring CEO, no 2024 bonus due to 0% individual metric .
- Policies and controls: Independent compensation consultant (Meridian) was engaged for director comp review in 2024; director comp unchanged for 2025; robust insider trading and clawback policies disclosed .
- Red flags: Not independent; interlocks via EGI network; late Form 4 filings; large retirement equity acceleration and option modifications. The Board documents these and maintains majority independent oversight and formal policies to mitigate risk .
Fixed Compensation (Detail – Director)
| Year | Fees Earned/Paid in Cash ($) | RS/RSU Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 57,500 | 50,000 | 107,500 |
Grant detail: 1,015 shares RS on Jul 5, 2024 ($24,989) and 1,318 shares RS on Oct 5, 2024 ($25,002); one‑year vesting .
Performance Compensation (Detail – 2024 AIP)
| Name | Base Salary ($) | Group Metric (%) | Individual Metric (%) | Target (% of base) | 2024 Non‑Equity Incentive ($) |
|---|---|---|---|---|---|
| William Pate | 795,000 | 65.7 | 0 | 100 | 0 |
Key performance components (companywide): Adjusted EBITDA 16.4%; Modified Free Cash Flow 7.5%; Group performance 41.6%–45.4% (weights by role) .
Other Compensation and Provisions (Retirement)
| Item | Detail |
|---|---|
| Accelerated RS and PSUs (net of taxes) | 47,890 RS; 42,476 PSUs; value at $39.09 per share = $9,120,181 |
| Options (net of taxes) | 202,753 options; modified to extend exercise period; valuation impact $3,191,740 |
| Director retainer (post‑retirement) | Cash and restricted stock same as other directors |
| Clawback | “No‑fault” clawback policy adopted Oct 24, 2023; applies to incentive‑based comp upon restatement |
Related‑Party Transactions and Policies
- Audit Committee reviews and approves related‑party transactions; directors with interests recuse; policy codified in charter .
- Board noted certain inter‑director relationships and affirmed independence determinations for those named (Silberman, Yeaman, Zell); Pate not independent .
Say‑on‑Pay & Shareholder Feedback
- May 2023 say‑on‑pay approval approximately 99%, supporting the compensation framework; no changes implemented solely due to that vote .
Expertise & Qualifications
- Financial transactions and investing; legal training; energy sector M&A and operations understanding from prior roles .
Governance Summary
- Strengths: Majority‑independent board; independent committee chairs; clear succession narrative; attendance; formal clawback and insider trading policies; independent comp consultant engagement .
- Concerns: Pate’s non‑independent status, Executive Committee role post‑CEO, EGI network interlocks, late Form 4s, and retirement equity acceleration/option modifications—monitor for potential influence on board independence and pay discipline .
Implication for investors: While board structures and policies are largely robust, Pate’s continued Executive Committee role and legacy ties elevate scrutiny on independence and potential conflicts; compensation actions at retirement warrant attention to pay governance discipline. Continuous monitoring of committee dynamics, related‑party oversight rigor, and compliance (Section 16 timeliness) is advisable .