Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain officers; Compensatory Arrangements of Certain
Officers.
On July 20, 2022, Thomas G. Creery, President, Renewables of HF Sinclair
Corporation (the "Corporation") and President and Chief Executive Officer of
HollyFrontier Refining & Marketing LLC, notified the Board of Directors of the
Corporation (the "Board") that he will retire from all officer positions and as
an employee of the Corporation and its subsidiaries effective July 31, 2022. Mr.
Creery's responsibilities will be assumed by Michael C. Jennings, Chief
Executive Officer of the Corporation, effective July 29, 2022.
In connection with his retirement, the Compensation Committee of the Board
approved a prorated bonus of $650,000 based on Mr. Creery's actual months of
employment during the Corporation's current performance period (the "Prorated
Performance Period") and based on Mr. Creery's performance and the estimated
performance of the Corporation through the Prorated Performance Period. Mr.
Creery's equity awards that remain unvested as of July 31, 2022 will vest in
accordance with the retirement terms in the applicable award agreements, which
provide for pro rata vesting equal to the percentage of time he was employed
during the applicable vesting period with the pro rata vesting of outstanding
performance share units to be calculated based on the target number of
performance share units awarded. Mr. Creery's change in control agreement with
the Corporation will terminate on July 31, 2022.
In addition, as a result of his expertise, his history with the Corporation, his
involvement in current projects and the need to orderly transition his duties
and knowledge, Mr. Creery will provide consulting services to the Corporation
for a period of six months following his retirement (the "Consulting Period").
The terms of this consulting arrangement are included in a Retirement Agreement
and Release entered into by and between the Corporation, HollyFrontier Refining
& Marketing LLC, HollyFrontier Renewables Holding Company LLC, HollyFrontier
Payroll Services, Inc. and Mr. Creery, to be effective as of August 1, 2022 (the
"Agreement"). Pursuant to the Agreement, Mr. Creery will receive a retainer
payment of $100,000 per calendar month to provide up to 40 hours of services per
month to the Corporation and its subsidiaries as requested by the Corporation
from time to time. The Agreement also includes non-disparagement and
confidentiality covenants, as well as non-solicitation and non-compete covenants
for the Consulting Period.
The Agreement can be terminated at any time, with or without cause, by either
party upon written notice. If the Corporation terminates the retainer
arrangements without "cause" (as defined in the Agreement) or if Mr. Creery
terminates the Agreement due to an act of cause by the Corporation, in each case
on or prior to the expiration of the Consulting Period, the Corporation shall
pay Mr. Creery the unpaid retainer payment, at $100,000 per month (pro-rated for
partial months), for each month until the expiration of the Consulting Period.
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