Delek US Holdings Inc

This advisory (non-binding) 'say-on-pay' proposal asks stockholders to approve the Company’s executive compensation program as disclosed in the proxy, encompassing the Compensation Discussion and Analysis, compensation tables, and related narrative. Management seeks shareholder endorsement to confirm alignment between pay and performance, and to validate the overall structure that emphasizes a majority of pay at risk and long-term, equity-based incentives (RSUs and PSUs) tied to TSR and Delek Logistics metrics. The Company’s compensation framework also included an Annual Incentive Plan (AIP) with metrics (Adjusted EBITDA, operating and safety measures) and an equity-based Enterprise Optimization Plan (EOP) tied to cost savings, both of which materially affected 2025 payouts. The Board cites historical shareholder support and engagement—noting prior say-on-pay approval levels—as evidence of alignment and uses the advisory vote as a governance feedback mechanism rather than a binding directive. Management’s counterpoint in the proxy is that the program balances recruitment/retention needs with pay-for-performance, referencing consultant benchmarking and objective metrics and limiting fixed compensation. If approved, the advisory vote would signal to the Board that investors support the incentive design; a significant adverse vote would prompt the Board and Compensation Committee to consider and respond to stockholder concerns. The Board recommends a 'FOR' vote, emphasizing that it values investor feedback but retains discretion over compensation design and implementation.

This proposal asks stockholders to approve a new long-term incentive plan to succeed the 2016 Plan, which the Company states expires by its terms in 2026. Management is seeking authority to continue using equity- and cash-based awards to recruit, retain and motivate employees, consultants and non-employee directors; without approval, the Company would be unable to grant new awards under the expired plan. The 2026 Plan as summarized in the proxy incorporates several governance-oriented features — including limits on annual awards to individuals, minimum vesting requirements for options/SARs, prohibited repricing without stockholder approval, clawback applicability, and a double-trigger change-in-control approach — which the Board highlights as best-practice protections against dilution and misaligned incentives. The Plan also uses a share-counting convention (e.g., certain full-value awards count as 1.74 shares) and contains customary adjustment provisions to preserve award economics in corporate transactions, which materially affects the reserve’s effective capacity. Approval would permit continued issuance of RSUs, PSUs, options and other award types that tie executive and director pay to company performance (including relative TSR and distributable cash flow metrics used elsewhere in compensation). The Board recommends a 'FOR' vote citing the operational need for an equity plan to execute compensation programs, the inclusion of investor-friendly plan features, and the importance of ongoing alignment between the interests of management and stockholders. From a governance perspective, investors should evaluate the requested share reserve, individual award limits, performance metric design, reuse rules for returned shares, and anti-dilution adjustments when deciding whether the plan’s dilution and protections are appropriate relative to peer practice. If approved, no further awards will be granted under the 2016 Plan and the Company will transition grant activity to the 2026 Plan.