Independent
Tenure on this board
12.0 yrs
Also a director at
Strategic Education Inc (STRA)
10 nominees · 5 ballot items.
Elect ten directors; ratify Deloitte & Touche LLP as independent auditors; approve, on an advisory basis, the Company’s executive compensation; select the frequency of future advisory votes on executive compensation; and approve the Par Pacific Holdings, Inc. 2026 Long-Term Incentive Plan.
Election of ten directors to serve until the next annual meeting; the ten nominees recommended by the Nominating and Corporate Governance Committee are presented for election.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks stockholders to approve the Company’s executive compensation disclosure as presented in the proxy statement, effectively expressing stockholder support for the Compensation Committee’s pay decisions for named executive officers. Management seeks this advisory endorsement as required by Section 14A and to obtain investor feedback on the company’s pay-for-performance framework; the Compensation Committee views the vote as an important gauge of stockholder sentiment and expects to consider the results when setting future compensation. The CD&A indicates pay is structured to align a significant portion of compensation with performance via annual cash incentives, restricted stock and performance restricted stock units linked to Adjusted EBITDA and relative TSR, with guardrails (caps on SRE inclusion, clawback policy, no repricing) intended to mitigate excessive risk-taking and perceived opportunistic payout. The Board recommends a vote FOR, arguing that 2025 compensation reflected strong financial and operational performance and that the firm’s practices (independent compensation consultant, stock ownership requirements, clawback policy, limitations on option repricing and tax gross-ups) are stockholder-friendly. Key governance context includes an independent Compensation Committee, use of a customized peer group for benchmarking, disclosure of pay-versus-performance outcomes, and recent engagement with holders representing a material portion of shares outstanding; these factors support management’s view that the program is market-competitive and aligned with shareholder interests. Risks include that the advisory vote is non-binding and that certain pay outcomes (e.g., large cash bonuses tied to 2025 results and SRE-related adjustments) could be viewed by some investors as rewarding windfalls; management attempted to address this by capping SRE inclusion in AIP and PSU calculations and describing the rationale for treating SRE benefits as contributing to performance. In evaluating the proposal, an analyst should weigh the program’s explicit performance metrics, the Compensation Committee’s discretion and governance safeguards, the prior strong say-on-pay support (approximately 99% in 2023), and the potential dilution/long-term alignment effects of equity awards. The outcome will inform the Committee’s future program design but will not automatically change vested pay; it is primarily a governance signal on whether stockholders accept the disclosed pay framework and outcomes.
Non-binding, advisory vote where stockholders indicate whether the Company should hold future advisory votes on executive compensation every 1, 2, or 3 years (or abstain); the Board recommends every 1 year.
This non-binding proposal asks shareholders to indicate their preferred frequency—1, 2, or 3 years—for future advisory 'say-on-pay' votes. Management recommends annual votes, arguing that an every-one-year cadence provides the most direct, timely channel for shareholder feedback and allows the Board and Compensation Committee to react promptly to investor concerns or changes in performance. The advisory frequency vote does not change compensation itself but serves as a governance signal that may affect how often the company engages shareholders on pay matters and how quickly the company responds to concerns. The key tradeoffs: annual votes provide more frequent accountability and communication but could lead to short-termism pressures; multi-year votes reduce administrative burden and allow longer time to assess pay outcomes relative to long-term performance. Company context: the Board emphasizes stockholder engagement mechanisms and notes past high support for say-on-pay (e.g., ~99% in 2023), supporting the case for frequent feedback. For analysts, the recommendation for annual voting underscores management’s willingness to maintain close shareholder engagement and receive regular validation of compensation policies; however, investors skeptical of short-term incentives may prefer less frequent votes to focus on long-term metrics. Because the vote is non-binding, the Board will consider the result but retain discretion, so the practical impact is governance signaling rather than mandatory change.
Approve the Par Pacific Holdings, Inc. 2026 Long-Term Incentive Plan, which would authorize 3,000,000 new shares (plus 849,557 remaining under the 2012 LTIP) for equity awards to attract, retain and align employees and directors with stockholders.
This management proposal seeks stockholder approval to adopt the Par Pacific 2026 Long-Term Incentive Plan, registering 3,000,000 new shares for awards and incorporating 849,557 remaining shares from the prior 2012 LTIP for a total potential pool of 3,849,557 shares. Management frames the LTIP as a key element of its compensation strategy to attract, retain and motivate employees and directors while aligning their interests with long-term stockholder value through equity-based awards, including restricted stock, options, RSUs, PSUs and cash awards. The Compensation Committee prepared the plan after benchmarking peer practices, reviewing historical burn rates, and considering the company’s acquisition-driven growth strategy; the Committee believes the requested share pool supports multi-year grant needs (estimated ~5 years of runway at historical usage). The 2026 LTIP incorporates multiple stockholder-friendly features: no discounted awards, no liberal share recycling, no repricing without stockholder approval, no evergreen provision, no automatic reloads, independent committee administration, clawback provisions tied to financial restatements, and a double-trigger change-in-control vesting structure—each designed to limit dilution and mitigate governance concerns. The Board recommends FOR, arguing that the plan balances competitive granting flexibility with structural guardrails to protect stockholders; the Committee also explains its burn rate, overhang and expected life analyses to justify the requested authorization. Key governance considerations for analysts include the plan’s potential dilutive impact (estimated total overhang ~11.5% at approval), the composition and independence of the administering committee, the use of performance-based PSUs tied to Adjusted EBITDA and relative TSR, and the limits on director grants ($750,000 grant-date value annual cap for most directors). Countervailing risks are the additional dilution and the discretion retained by the Committee in grant sizing and performance metric design; however, the formal limits, benchmarking and public disclosure reduce uncertainty and provide investors a basis to hold the Committee accountable. Overall, the proposal asks shareholders to permit a moderate increase in share authorization to sustain the company’s equity compensation practices while embedding multiple governance protections and performance linkages intended to align recipients with stockholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.4% | 4,708,540 | $295M |
| 2 | STATE STREET CORP | 6.2% | 3,088,237 | $193M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 2,087,413 | $131M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 2,061,644 | $129M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.6% | 1,804,963 | $113M |
| 6 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 3.5% | 1,771,793 | $111M |
| 7 | BlackRock, Inc. | 3.3% | 1,678,156 | $105M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.3% | 1,657,231 | $104M |
| 9 | Forest Avenue Capital Management LP | 2.8% | 1,417,079 | $89M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 1,225,334 | $77M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.