Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
HF Sinclair Corporation (the “Corporation”) announced today that the Corporation
and Richard L. Voliva III agreed to a mutual separation effective as of the date
hereof (the “Separation Date”). Mr. Voliva served as the Executive Vice
President and Chief Financial Officer of the Corporation and President of Holly
Logistic Services, L.L.C. (“HLS”) prior to his separation. HLS, a wholly-owned
subsidiary of the Corporation, is the general partner of HEP Logistics Holdings,
L.L.C., which is the general partner of Holly Energy Partners, L.P. (“HEP”).
In connection with Mr. Voliva’s separation, the Corporation, HollyFrontier
Corporation, HLS, HollyFrontier Payroll Services, Inc., and HEP, on behalf of
themselves and their respective parents, subsidiaries and affiliates, and Mr.
Voliva entered into a Mutual Separation Agreement and Release dated September
15, 2022 (the “Agreement”). The Agreement sets forth the terms of his separation
compensation approved by the Corporation’s Compensation Committee (the
“Compensation Committee”) of the Board of Directors (the “Board”) and includes
the following compensation to be paid to Mr. Voliva: (i) a separation payment
equal to one year of his 2022 salary of $715,000 to be paid in twelve monthly
installments, (ii) a one-time cash payment of $100,000 payable within 30 days
following the date of execution of the Agreement, (iii) as a result of his
employment with the Corporation during substantially all of the 2022 performance
period ending on September 30, 2022, a 2022 annual incentive cash compensation
program cash bonus payment of $965,250, which is 150% of his target bonus of 90%
of annual base salary earnings and at or near the expected actual payout based
on current data, and (iv) pro rata vesting of Mr. Voliva’s outstanding equity
awards, resulting in the vesting of 23,953 restricted stock units granted to him
in November 2019, November 2020 and November 2021 and 48,971 performance share
units granted to him in November 2019, November 2020 and November 2021 as of the
Separation Date. The pro rata vesting of Mr. Voliva’s outstanding equity awards
described above was also approved by the Compensation Committee.
In addition, as a result of Mr. Voliva’s prior position with HLS, the terms of
the Agreement include, and Mr. Voliva will also receive from HLS: (i) a 2022
annual incentive cash bonus from HLS of $600,000, which is 150% of his HLS
target bonus of $400,000 and at or near the expected actual payout for the 2022
performance period based on current data, and (ii) pro rata vesting of his
outstanding HEP equity awards, resulting in the vesting of 14,956 HEP phantom
units granted to him in October 2020 as of his Separation Date. For additional
information regarding Mr. Voliva’s separation compensation from HLS, see HEP’s
Current Report on Form 8-K filed September 15, 2022.
The foregoing severance and bonus payments are subject to Mr. Voliva not later
revoking the Agreement, which contains non-solicitation, non-compete,
non-disparagement and confidentiality covenants from Mr. Voliva. In connection
with his separation, Mr. Voliva’s change in control agreement with the
Corporation terminated on his Separation Date.
As a result of Mr. Voliva’s separation, the Board appointed Atanas H. Atanasov
as Executive Vice President and Chief Financial Officer effective September 30,
2022 (or such other date as may be agreed to with Michael C. Jennings, Chief
Executive Officer of the Corporation), which is his expected start date with the
Corporation. Mr. Atanasov, 49, currently serves as Chief Financial Officer of
Lummus Technology LLC, a global chemical technologies company for the
petrochemical and energy industries, a position he has held since April 2022.
Prior to joining Lummus, Mr. Atanasov served as the Executive Vice President,
Chief Financial Officer and Treasurer of Kraton Corporation, a NYSE listed
specialty chemical company, from May 2019 until its merger with DL Holdings in
March 2022. Prior to joining Kraton, he served as the Chief Financial Officer of
Empire Petroleum Partners, LLC, a wholesale distributor of motor fuels, from
February 2016 to May 2019. Prior to then, Mr. Atanasov served as Executive Vice
President, Chief Financial Officer and Treasurer of NGL Energy Partners LP, a
NYSE listed MLP, from May 2013 to February 2016, as Senior Vice President,
Finance and Treasurer from September 2012 to May 2013 and as Vice President and
Treasurer from November 2011 to September 2012. Prior to joining NGL, he held
various finance roles of increasing responsibility with GE Capital from January
2003 to November 2011. He is a registered Certified Public Accountant.
The Compensation Committee of the Board (the “Compensation Committee”) approved
the following compensation for Mr. Atanosov, effective on his employment date:
(i) a base salary of $600,000, (ii) an annual incentive cash compensation target
bonus of 90% of his base salary earnings (with a maximum limit of 180% of base
salary earnings) for the Corporation’s 2023 performance period commencing on
October 1, 2022, subject to terms to be determined by the Compensation Committee
at a later date, and (iii) subject to the approval of the Compensation Committee
at a later date and pursuant to the Corporation’s long term incentive plan, a
2023 annual equity grant in the expected amount of $2,000,000 comprised 50% of
restricted stock units and 50% of performance share units. In addition, to align
Mr. Atanasov with the Corporation’s stockholders, the Board approved an equity
award grant to Mr. Atanasov of $333,000 in restricted stock units on his
employment date. The restricted stock units will vest in full on the first
anniversary of Mr. Atanasov’s employment date, subject to his continued
employment with the Corporation on such vesting date. To compensate Mr. Atanasov
for his forfeited bonus with his current employer, he will receive a sign-on
bonus of $300,000 in cash, which will be subject to repayment until Mr. Atanasov
completes 12 months of employment with the Corporation. He will enter into the
Corporation’s previously disclosed form of Change in Control Agreement and
Indemnification Agreement, and he will be eligible for the same benefits, plans,
policies and programs offered that are generally made available to other
executive-level employees of the Corporation at any given time.
There are no arrangements or understandings between Mr. Atanasov and any other
person pursuant to which Mr. Atanasov was named Executive Vice President and
Chief Financial Officer. Mr. Atanasov does not have any family relationship with
any director or executive officer of the Corporation or any person nominated or
chosen by the Corporation to become a director or executive officer. There are
no transactions in which Mr. Atanasov has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On September 15, 2022, the Corporation issued a joint press release with HEP
announcing the management changes. A copy of the Corporation’s press release is
attached hereto at Exhibit 99.1 and incorporated in this Item 7.01 in its
The information contained in, or incorporated into, this Item 7.01 is being
furnished and shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
into any registration statement or other filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release dated September 15, 2022.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished herewith.
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