DEF 14A 1 d306676ddef14a.htm DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ |  | Preliminary Proxy Statement
☐ |  | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ |  | Definitive Proxy Statement
☐ |  | Definitive Additional Materials
☐ |  | Soliciting Material Pursuant to §240.14a-12

HF SINCLAIR CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ |  | No fee required
☐ |  | Fee paid previously with preliminary materials
☐ |  | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2022

NOTICE OF ANNUAL MEETING

AND PROXY STATEMENT

Wednesday, June 8, 2022, 8:30 a.m. Central Daylight Time

http://www.virtualshareholdermeeting.com/DINO2022

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Dear Fellow Stockholders,

On behalf of the Board, I am pleased to invite you to the HF Sinclair Corporation (“HF Sinclair” or the “Company”) 2022 Annual Stockholders’ Meeting, which will be held on Wednesday, June 8, 2022 at 8:30 a.m., Central Daylight Time. The Annual Meeting will be held in a virtual meeting format only, via webcast at www.virtualshareholdermeeting.com/DINO2022.

Last year was transformative for us. In 2021, our business and employees were resilient and our perseverance paid off as our business continued on its path to recovery. Our team met challenges head on, drawing on the lessons we learned in 2020 to operate our facilities safely, efficiently and responsibly in the context of the global pandemic.

That transformation continues in 2022. On March 14, 2022, HollyFrontier Corporation (“HollyFrontier”) and Holly Energy Partners, L.P. (“HEP”) announced the establishment of HF Sinclair (NYSE: DINO) as the new parent holding company of HollyFrontier and HEP and the completion of their respective acquisitions of Sinclair Oil and Sinclair Transportation Company (the “Sinclair Transactions”) from The Sinclair Companies (now known as REH Company and also referred to herein as “Sinclair”). At market open on March 15, 2022, HF Sinclair replaced HollyFrontier as the public company trading on the New York Stock Exchange, and commenced trading under the ticker symbol “DINO.”

Executing Our Growth Strategy

In 2021, we delivered strong financial and safety performance, executed several significant maintenance turnarounds at our facilities, closed on our acquisition of the Puget Sound refinery and announced our plans to acquire the Sinclair refining, renewables, marketing and midstream businesses. Through the prioritization of disciplined investment and focused execution, we are building on our momentum as we advance our strategic initiatives to strengthen the business and create compelling value for our shareholders.

We remained focused on executing our strategic business initiatives to drive continued growth, including:

• |  | The completion and integration of our Puget Sound refinery acquisition in November 2021, which positions HF Sinclair in the premium West Coast region, increases the scale and geographic footprint of our refining operations, and provides upside earnings potential to HF Sinclair.

• |  | The completion of the conversion of our Cheyenne refinery into a renewable diesel unit (“RDU”) facility in the fourth quarter of 2021, marking the first step in the launch of our Renewables segment. The Cheyenne RDU and Artesia pre-treatment unit (“PTU”) are now fully operational and we are producing renewable diesel. The RDU at our facility in Artesia, New Mexico is expected to be operational in the second quarter of 2022.

• |  | The diversification and scaling of our asset base with the acquisition of Sinclair’s branded marketing, renewable diesel, refining and midstream businesses. We believe this transaction will strengthen our financial position with earnings, cash flow and free cash flow accretion within the first full year, and enable the Company to increase returns to shareholders while we deepen our commitment to ESG and sustainability.

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Expanding Our Values

At HF Sinclair, our unrelenting focus on safety and reliability drives operational excellence while protecting the well-being of our workforce, communities and the environment. Although we operate many facilities and lines of business around the world, we are united through our “One HF Sinclair Culture,” which is underpinned by our core values: Safety, Integrity, Teamwork, Ownership, and Inclusion.

As part of our commitment to continually evolve our culture, in 2021, we added our fifth value—Inclusion. This addition supports our belief that as an organization ‘what makes each of us different, together makes us stronger’ and reflects our desire to foster a work environment in which employees feel valued and included in decisions, opportunities and challenges. Becoming more inclusive in all areas of our organization is an imperative and going forward inclusivity will be incorporated into the development opportunities we offer to employees across the company.

Safety is always a top priority and we achieved a 28% reduction in employee injury rates as well as a 24% reduction in API Tier 1 process safety incidents in 2021. In 2021, our HEP segment reached a milestone of passing the one millionth consecutive employee hour without any occupational injury or illness involving days away from work.

Setting a Carbon Reduction Goal

We are steadfast in our goals to protect the environment. We launched an internal initiative to establish a company-wide greenhouse gas (GHG) emission intensity reduction goal, a step toward advancing our overall GHG emissions strategy and driving our future sustainability activities. We look forward to updating you on this initiative in our 2021 Sustainability Report.

Looking Ahead

In 2022, our focus remains on generating high returns improving refinery reliability, progressing our transition into renewables and integrating our acquired businesses while operating safely and efficiently. In addition, we will continue enhancing our environmental and sustainability performance and allocating capital in ways that reflect our stockholders’ best interests.

On behalf of our Board and our employees, thank you for your trust and investment in HF Sinclair.

Michael C. Jennings

Chief Executive Officer

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April 25, 2022

NOTICE OF 2022 ANNUAL MEETING

AND PROXY STATEMENT

Dear Stockholder:

You are invited to attend the Annual Meeting of stockholders of HF Sinclair Corporation (the “Company”). The 2022 Annual Stockholders’ Meeting (“Annual Meeting”) will be held in a virtual meeting format only, via live audio webcast as shown below.

When: |  | 8:30 a.m. Central Daylight Time Wednesday, June 8, 2022 |  |  |  | Items of Business •Election of 11 directors to hold office until the 2023 annual meeting of stockholders •Approval, on an advisory basis, of the compensation of the Company’s named executive officers •Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year •Consideration of a stockholder proposal for shareholder right to call a special shareholder meeting, if properly presented at the Annual Meeting
Where: |  | Online at www.virtualshareholdermeeting.com /DINO2022 |  |
|  |  |  |  |  | Who Can Vote Stockholders of record at the close of business on April 14, 2022 are entitled to receive notice of, and vote at, the Annual Meeting.

Information about the meeting is presented in the following proxy statement. The proxy statement and the form of proxy are being first made available to stockholders on or about April 25, 2022. Please read the enclosed information and our 2021 Annual Report carefully before voting your proxy.

On March 14, 2022, the Company became the successor issuer to, and parent holding company of, HollyFrontier Corporation (“HollyFrontier”), pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, and a holding company merger in which all of HollyFrontier’s outstanding shares were automatically converted into equivalent corresponding shares of the Company. On March 15, 2022, the Company assumed HollyFrontier’s listing on the New York Stock Exchange and began trading under the symbol “DINO”.

The Annual Meeting will be held in a virtual meeting format only, via webcast at www.virtualshareholdermeeting.com/DINO2022. You will not be able to attend the Annual Meeting physically in person. You will be able to attend and listen to the Annual Meeting online, submit questions and vote your shares electronically during the virtual Annual Meeting. As always, we encourage you to vote your shares prior to the virtual Annual Meeting. In order to attend and vote or submit questions at the Annual Meeting, please follow the instructions in the section titled “General Information—Additional Information About the Virtual Annual Meeting” on page 86.

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To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your proxy card, voting instruction form or notice of internet availability. The virtual Annual Meeting will begin promptly at 8:30 a.m., Central Daylight Time, on June 8, 2022. We encourage you to access the virtual Annual Meeting prior to the start time. Online access and check-in will begin at 8:15 a.m., Central Daylight Time. Participants should allow plenty of time to log in and to make sure that they can hear streaming audio prior to the start of the virtual Annual Meeting.

Your vote is important to us. Whether or not you plan to attend the virtual Annual Meeting, please sign, date and return the proxy card (if you have requested a paper copy of the proxy materials) or vote using the internet or telephone voting procedures described on the Notice of Internet Availability.

Thank you for your continued support of the Company. We look forward to your participation at our virtual Annual Meeting.

Vaishali S. Bhatia

Senior Vice President, General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2022. We have elected to take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders on the internet. These rules allow us to provide information our stockholders need while lowering the costs of delivery and reducing the environmental impact of our annual meeting. The Company’s Notice of Annual Meeting, Proxy Statement and 2021 Annual Report to stockholders are available on the internet at www.proxyvote.com.

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TABLE OF CONTENTS

Proxy Statement Summary |  |  | 1 |
Election of Directors (Proposal 1) |  |  | 8 |
Director Nominee Skills, Experience and Diversity Matrix |  |  | 9 |
Corporate Governance |  |  | 18 |
Board Leadership Structure |  |  | 18 |
Board and Committee Evaluations |  |  | 19 |
Board Oversight of Risk Management |  |  | 19 |
Director Independence |  |  | 20 |
Director Nominations |  |  | 20 |
Communications with the Board |  |  | 22 |
Code of Conduct |  |  | 22 |
The Board, Its Committees and Its Compensation |  |  | 23 |
The Board |  |  | 23 |
Board Committees |  |  | 23 |
Director Compensation |  |  | 27 |
Director Compensation Table |  |  | 30 |
Advisory Vote on the Compensation of Our Named Executive Officers (Proposal 2) |  |  | 31 |
Executive Officers |  |  | 32 |
Compensation Discussion and Analysis |  |  | 34 |
Executive Summary |  |  | 34 |
Philosophy and Objectives of Executive Compensation Program |  |  | 37 |
Components of Our Executive Compensation Program During 2021 |  |  | 38 |
Role of Compensation Committee in Establishing Compensation |  |  | 41 |
Role of Executive Officers in Establishing Compensation |  |  | 41 |
Role of Compensation Committee Consultant in Establishing Compensation |  |  | 41 |
Market Review |  |  | 42 |
2021 Executive Compensation Decisions |  |  | 42 |
2022 Executive Compensation Decisions |  |  | 53 |
Compensation Committee Report |  |  | 56 |
Executive Compensation |  |  | 57 |
Summary Compensation Table |  |  | 57 |
All Other Compensation |  |  | 58 |
2021 Grants of Plan-Based Awards |  |  | 59 |
Outstanding Equity Awards at Fiscal Year End |  |  | 60 |
Option Exercises and Stock Vested |  |  | 61 |
Pension Benefits |  |  | 62 |
Nonqualified Deferred Compensation |  |  | 62 |
Potential Payments Upon Termination or Change in Control |  |  | 65 |
Compensation Practices and Risk Management |  |  | 70 |
CEO Pay Ratio |  |  | 70 |
Stock Ownership |  |  | 72 |
Directors and Named Executive Officers |  |  | 72 |
Five Percent Holders |  |  | 73 |
Equity Compensation Plan Information |  |  | 75 |
Certain Relationships and Related Person Transactions |  |  | 76 |
Ratification of Appointment of Ernst & Young LLP (Proposal 3) |  |  | 79 |
Independent Public Accountants |  |  | 80 |
Audit Committee Report |  |  | 81 |
Stockholder Proposal for Shareholder Right to Call a Special Shareholder Meeting (Proposal 4) |  |  | 82 |

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Compensation Committee Interlocks and Insider Participation |  |  | 85 |
Delinquent Section 16(a) Reports |  |  | 85 |
General Information |  |  | 86 |
Purpose, Place, Date and Time |  |  | 86 |
Additional Information About the Virtual Annual Meeting |  |  | 86 |
Internet Availability of Proxy Materials |  |  | 87 |
Voting Rights and Proxy Information |  |  | 87 |
Additional Information |  |  | 91 |

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not include all of the information you should consider, and we encourage you to read the entire proxy statement and our 2021 Annual Report carefully before voting. The proxy statement and the form of proxy are being first made available to stockholders on or about April 25, 2022.

On March 14, 2022, HollyFrontier and Holly Energy Partners, L.P. (“HEP”) announced the establishment of HF Sinclair Corporation (“HF Sinclair”) as the new parent holding company of HollyFrontier and HEP and their subsidiaries, and the completion of their respective acquisitions (collectively, the “Sinclair Transactions”) of Sinclair Oil and Sinclair Transportation Company from The Sinclair Companies (now known as REH Company and also referred to herein as “Sinclair”). Pursuant to that certain Business Combination Agreement, dated as of August 2, 2021 (as amended on March 14, 2022, the “Agreement”), by and among HollyFrontier, HF Sinclair, Hippo Merger Sub, Inc., a wholly-owned subsidiary of HF Sinclair (“Parent Merger Sub”), Sinclair and Hippo Holding LLC, a wholly-owned subsidiary of Sinclair (the “Target Company”), HF Sinclair completed its previously announced acquisition of the Target Company by effecting (a) a holding company merger in accordance with Section 251(g) of the Delaware General Corporation Law whereby HollyFrontier merged with and into Parent Merger Sub, with HollyFrontier surviving such merger as a direct wholly-owned subsidiary of HF Sinclair (the “HFC Merger”) and (b) immediately following the HFC Merger, a contribution whereby Sinclair contributed all of the equity interests of the Target Company to HF Sinclair in exchange for shares of HF Sinclair, resulting in the Target Company becoming a direct wholly-owned subsidiary of HF Sinclair. HF Sinclair issued 60,230,036 shares of HF Sinclaircommon stock, par value $.01 per share, to Sinclair, representing 27% of the pro forma equity of HF Sinclair as of March 14, 2022. At the effective time of the HFC Merger, HollyFrontier became a wholly-owned subsidiary of HF Sinclair, and HF Sinclair replaced HollyFrontier as the public company trading on the New York Stock Exchange (“NYSE”) under the symbol “DINO” on March 15, 2022.

In this proxy statement both “HF Sinclair” and the “Company” refer to HF Sinclair Corporation and its consolidated subsidiaries, unless the context indicates otherwise, and for all time periods after March 14, 2022, “HollyFrontier” refers to HollyFrontier Corporation, a wholly-owned subsidiary of, and the predecessor issuer to, the Company.

Annual Meeting of Stockholders

Date: |  | Wednesday June 8, 2022 |  |  |  | Who Can Vote: Stockholders of record at the close of business on April 14, 2022 are entitled to receive notice of, and vote at, the virtual Annual Meeting. How to Vote: If you are a stockholder of record, you may vote electronically during the Annual Meeting or by proxy using any of the following methods:
Time: |  | 8:30 a.m. Central Daylight Time |  |
Place: |  | Online at www.virtualshareholdermeeting.com /DINO2022 |  |
|  |  | By Internet Visit www.proxyvote.com |  | By Telephone Call toll-free 1-800-690-6903 within the U.S. or Canada |  | By Mail Complete, sign and date the proxy card and return the proxy card in the prepaid envelope
Record Date: |  | April 14, 2022 |  |

2022 Proxy Statement 1

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Agenda and Voting Recommendations

Proposal |  | Voting Standard |  | Effect of Broker Non-Votes and Abstentions |  | Board’s Recommendation |  | Page
1 |  | Elect 11 directors to hold office until the Company’s 2023 annual meeting of stockholders |  | Affirmative vote of a majority of the votes cast on the matter |  | Abstentions and broker non-votes are not considered votes cast and will have no effect |  | FOR all nominees |  | 8
2 |  | Approve, on an advisory basis, the compensation of the Company’s named executive officers |  | Affirmative vote of a majority of the votes cast on the matter |  | Abstentions and broker non-votes are not considered votes cast and will have no effect |  | FOR |  | 31
3 |  | Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year |  | Affirmative vote of a majority of the votes cast on the matter |  | Abstentions are not considered votes cast and will have no effect |  | FOR |  | 79
4 |  | Consider stockholder proposal for shareholder right to call a special shareholder meeting, if properly presented at the Annual Meeting |  | Affirmative vote of a majority of the votes cast on the matter |  | Abstentions and broker non-votes are not considered votes cast and will have no effect |  | AGAINST |  | 82

2 HF Sinclair Corporation

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Board Nominees

For the 2022 Annual Meeting of Stockholders (“Annual Meeting”), our Board recommends the eleven Board nominees listed below. Our Board takes into account many factors when assessing the qualifications for each Board nominee. Please see the section titled “Corporate Governance—Director Nominations—Qualifications” on pages 20-21 for a discussion of factors considered, as well as the “Director Skills, Experience and Diversity Matrix” on pages 9-10. All references to a director’s service on the Board or its committees, or employment with the Company, prior to March 14, 2022 shall mean service on HollyFrontier’s Board of Directors or committees, or employment with HollyFrontier, as applicable.

Director Nominee Facts

9 out of 11 director nominees are independent |  |  |  | 2 director nominees are women |  |  |  | 2 director nominees are ethnically diverse |  |  |  | 6.50 years* average tenure of independent director nominees |  |  |  | 64.5* average age of director nominees

* | As of April 14, 2022.

|  |  |  |  |  |  |  |  |  | Committee Memberships
Name(1) |  | Age |  |  | Director Since |  |  | Independent |  | Audit |  | Compensation |  | Nominating, Governance and Social Responsibility |  | Environmental, Health, Safety, and Public Policy |  | Finance |  | Executive
Franklin Myers Senior Advisor of Quantum Energy Partners and Chairperson of the Board of HF Sinclair Corporation |  |  | 69 |  |  |  | 2011 |  |  | ✓ |  |  |  | ✓ |  | ✓ |  |  |  |  |  | Chairperson
Michael C. Jennings CEO of HF Sinclair Corporation and CEO of Holly Logistic Services, L.L.C. |  |  | 56 |  |  |  | 2011 |  |  |  |  |  |  |  |  |  |  | ✓ |  |  |  | ✓
Anne-Marie N. Ainsworth Former President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. and of Oiltanking Holding Americas, Inc. |  |  | 65 |  |  |  | 2017 |  |  | ✓ |  |  |  |  |  |  |  | Chairperson |  | ✓ |  |
Anna C. Catalano Former Group Vice President, Marketing, for BP plc |  |  | 62 |  |  |  | 2017 |  |  | ✓ |  |  |  | ✓ |  | ✓ |  |  |  |  |  |
Leldon E. Echols Former Executive Vice President and Chief Financial Officer of Centex Corporation |  |  | 66 |  |  |  | 2009 |  |  | ✓ |  | Financial Expert |  | Chairperson |  |  |  |  |  |  |  | ✓
Manuel J. Fernandez Former Managing Partner of KPMG’s Dallas office |  |  | 60 |  |  |  | 2020 |  |  | ✓ |  | Chairperson, Financial Expert |  |  |  |  |  | ✓ |  |  |  |
R. Craig Knocke Director of Turtle Creek Trust Company, Chief Investment Manager and Portfolio Manager of Turtle Creek Management, LLC, Principal and a non-controlling manager and member of TCTC Holdings, LLC |  |  | 52 |  |  |  | 2019 |  |  | ✓ |  |  |  |  |  | ✓ |  |  |  | ✓ |  |
Robert J. Kostelnik Principal at Glenrock Recovery Partners, LLC |  |  | 70 |  |  |  | 2011 |  |  | ✓ |  |  |  |  |  | Chairperson |  | ✓ |  |  |  |

2022 Proxy Statement 3

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|  |  |  |  |  |  |  |  |  | Committee Memberships
Name(1) |  | Age |  |  | Director Since |  |  | Independent |  | Audit |  | Compensation |  | Nominating, Governance and Social Responsibility |  | Environmental, Health, Safety, and Public Policy |  | Finance |  | Executive
James H. Lee Managing General Partner and Principal Owner of Lee, Hite & Wisda Ltd. |  |  | 73 |  |  |  | 2011 |  |  | ✓ |  | ✓ |  |  |  |  |  |  |  | Chairperson |  |
Ross B. Matthews Chief Operating Officer of REH Company (formerly known as The Sinclair Companies) |  |  | 67 |  |  |  | 2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Norman J. Szydlowski Former President, CEO and Director of SemGroup Corporation |  |  | 70 |  |  |  | 2022 |  |  | ✓ |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | 2021 Meetings |  | 8 |  | 5 |  | 4 |  | 4 |  | 4 |  | 1

(1) | Michael E. Rose, who serves as a member of the Audit Committee and the Finance Committee of the Board of Directors, will not stand for re-election at the 2022 Annual Meeting.

4 HF Sinclair Corporation

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Governance Highlights

✓ | All of our directors stand for election annually

✓ | Majority voting and director resignation policy in uncontested elections

✓ | Proxy access (3% for 3 years, up to the greater of two individuals or 20% of the Board)

✓ | Independent Chairperson, separate from CEO

✓ | Independent Committee chairs

✓ | Regular executive sessions of independent directors at Board and Committee meetings

✓ | Annual Board and Committee self-evaluations

✓ | Active Board refreshment, with six new directors joining since 2017

✓ | Mandatory retirement age of 75 for our directors

✓ | No restrictions on directors’ access to management or employees

✓ | Board involvement in CEO succession planning and risk management

✓ | All of our directors attended at least 75% of the meetings of the Board and committees on which they served during 2021

✓ | Company policy prohibits hedging and pledging of Company stock

✓ | Directors are subject to stock ownership requirements equal to five times the annual Board cash retainer paid to them

✓ | No poison pill

✓ | No supermajority voting provisions

Commitment to Sustainability

The Board and senior management recognize that the success of the Company is always tied to integrity in doing right by our people, neighbors and environment.

• |  | Renewables Segment—In 2020, we made the strategic decision to produce renewable fuels and to add Renewables as a dedicated fourth line of business. We announced the conversion of our Cheyenne refinery from a traditional petroleum fuels refinery to a renewable diesel facility and the construction of a feedstock pre-treatment unit in Artesia, New Mexico. These renewable investments, combined with our previously announced construction of a renewal diesel unit (“RDU”) at our Artesia refinery in November 2019, represent an investment by the Company of between $800-$900 million. The Cheyenne renewable diesel facility was mechanically complete in the fourth quarter of 2021 and made its first sales of renewable diesel in the first quarter of 2022. The Artesia pre-treatment unit (“PTU”) went into service in the first quarter of 2022, and the Artesia RDU is expected to go into service in the second quarter of 2022. Our recently completed acquisition of Sinclair Oil further accelerates the growth of our renewables business with the addition of a third RDU in Sinclair, Wyoming, which has been operational since 2018. Our organic investments in renewables, combined with our recent acquisitions, are expected to produce 380 million gallons of renewable diesel per year. Renewable diesel is a cleaner burning fuel with 50% lower greenhouse gas (“GHG”) emissions than conventional diesel. Our investment in pre-treatment is expected to provide feedstock flexibility, allow us to minimize single feedstock risk and generate value through the use of lower carbon intensity feed. Our industry is evolving, and there is a significant opportunity to enhance both the profitability and the environmental footprint of the Company through our renewables investments.

• |  | GHG Emission Reduction Goal Setting—In 2021, we launched an internal initiative led by senior management to evaluate the establishment of a company-wide GHG emissions intensity reduction goal. We expect to publish the Company’s GHG emission reduction goal in the Company’s 2021 Sustainability Report.

2022 Proxy Statement 5

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2021 Business Highlights

The following is a summary of key results in 2021:

• |  | Reported net income attributable to HollyFrontier stockholders of $558 million or $3.39 per diluted share and adjusted net income of $250 million or $1.52 per diluted share for the year

• |  | Reported realized gross refining margins of $10.89 per produced barrel sold

• |  | Reported operating cash flow of $407 million

• |  | Completed acquisition of the Puget Sound refinery, a 149,000 barrel per day facility in Anacortes, Washington, that provides the Company with access to the premium Northwest region and advantaged Canadian crude

• |  | Announced the strategic acquisition of Sinclair’s branded marketing, renewable diesel, refining and midstream businesses to support diversification and scaling of our asset base, which closed on March 14, 2022

Named Executive Officers

For 2021, our named executive officers were as follows:

Name |  | Position*
Michael C. Jennings |  | Chief Executive Officer
Richard L. Voliva III |  | Executive Vice President and Chief Financial Officer
Timothy Go |  | President and Chief Operating Officer
Thomas G. Creery |  | President, Renewables
Vaishali S. Bhatia |  | Senior Vice President, General Counsel and Secretary

* | As of December 31, 2021

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Executive Compensation Program

✓ | A significant portion of the total compensation paid to our executive officers is performance-based

✓ | For equity awards granted in 2021, 65% of our Chief Executive Officer’s (and 50% of our other executive officers’) equity awards vest based on our performance relative to our industry peers over a three-year performance period

✓ | In 2021, 100% of our Chief Executive Officer’s (and a majority of our other executive officers’) annual bonus was based on our financial and operational performance, which includes environmental and safety performance, as measured against pre-established goals and in certain circumstances, relative to our industry peers

✓ | The annual bonus paid to our executive officers may be capped at 50% of the individual’s target bonus if the consolidated Company does not achieve positive operating income on a consolidated basis

✓ | In light of economic conditions and Company expense reduction efforts, at the request of our Chief Executive Officer, Michael C. Jennings,

| Mr. Jennings’ base salary was reduced 10% for the second half of 2020 and that reduced salary continued through fiscal year 2021

✓ | None of our executive officers have employment agreements

✓ | “Double-trigger” change in control provisions

✓ | Minimal perquisites for our executive officers

✓ | Company policy prohibits hedging and pledging of Company stock

✓ | Executive officers are subject to significant stock ownership requirements

✓ | No tax reimbursement provisions in the change in control agreements with our executive officers

✓ | Clawback policy allows recoupment of annual and long-term incentive compensation upon the occurrence of a material financial restatement or upon certain acts of misconduct

✓ | Annual advisory vote on executive officer compensation

At our 2021 Annual Meeting, over 94% of the votes cast by our stockholders were voted in support of our named executive officer pay program.

2022 Proxy Statement 7

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Election of Directors

(Proposal 1)

Currently, the Board consists of twelve directors. Each of the Company’s directors stands for election each year at the annual meeting. In accordance with the Company’s director retirement policy, which provides that the Nominating, Governance and Social Responsibility Committee will not recommend to the Board the nomination of any director or nominee who has attained or will attain the age of 75 prior to the annual meeting of stockholders, Mr. Michael E. Rose will not stand for re-election at the Annual Meeting. Following the Annual Meeting, the size of the Board will be reduced from twelve to eleven directors.

Each director nominee identified below currently serves on the Board and all were elected at the 2021 Annual Meeting of Stockholders, except for Messrs. Matthews and Szydlowski who were nominated and appointed to the Board on March 15, 2022 as designees of Sinclair pursuant to that certain Stockholders Agreement by and among HF Sinclair, Sinclair and the stockholders of Sinclair entered into in connection with the closing of the Sinclair Transactions (the “Stockholders Agreement”). Upon the recommendation of our Nominating, Governance and Social Responsibility Committee, our Board has nominated the eleven individuals identified below to serve as directors. The director nominees, if elected, will serve until the 2023 annual meeting of stockholders, or until their earlier resignation or removal. Each director nominee has indicated a willingness to serve if elected.

For each of the eleven director nominees standing for election, the following pages set forth certain biographical information, including a description of their principal occupation, business experience, and the primary qualifications that the Nominating, Governance and Social Responsibility Committee considered in recommending them as director nominees, as well as the Board committees on which each director nominee will serve as of the Annual Meeting.

Required Vote and Recommendation

In uncontested elections, the election of directors requires the approval of a majority of the votes cast for each director.

|  |  |  | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED BELOW.

8 HF Sinclair Corporation

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Director Nominee Facts

9 out of 11 director nominees are independent |  |  |  | 2 director nominees are women |  |  |  | 2 director nominees are ethnically diverse |  |  |  | 6.50 years* average tenure of independent director nominees |  |  |  | 64.5* average age of director nominees

* | As of April 14, 2022.

Director Nominee Skills, Experience and Diversity Matrix

The Board believes that the director nominees are highly qualified and bring a collective balance of relevant knowledge, skills and viewpoints, together with an effective mix of leadership, professional experiences and diversity, to the boardroom. The Board views and defines diversity in its broadest sense, which includes race, gender, age, sexual orientation, ethnicity, knowledge, experience, viewpoints and geography. The Director Skills, Experience and Diversity Matrix set forth below illustrates the experience, skills and qualifications the Board has identified as important for determining whether each director should serve on the Board in light of the Company’s business and strategic direction, and it highlights each director’s skills, knowledge and experience that uniquely qualify such director to serve on the Board. The lack of a checkmark for a particular item does not mean that the director does not possess that qualification or skill. Rather, a checkmark indicates that the item is a particularly prominent qualification, skill or expertise that the director brings to the Board. All the director nominees satisfy the criteria set forth in our Corporate Governance Guidelines and possess the characteristics that are essential for the proper and effective functioning of the Board.

The Board believes that all director nominees exhibit:

✓ High Integrity ✓ Leadership Experience ✓ Commitment to Ethics ✓ Proven Record of Success |  | ✓Commitment to the Long-Term Interests of our Stockholders ✓Strong Business Judgement ✓Commitment to Safety and Diversity in the Workplace ✓Diversity of Thought

DIRECTOR NOMINEE SKILLS, EXPERIENCE AND DIVERSITY MATRIX
|  | Ainsworth |  | Catalano |  | Echols |  | Fernandez |  | Jennings |  | Knocke |  | Kostelnik |  | Lee |  | Matthews |  | Myers |  | Szydlowski
SKILLS AND EXPERIENCE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
EXECUTIVE/CEO LEADERSHIP |  | ✓ |  | ✓ |  | ✓ |  |  |  | ✓ |  |  |  | ✓ |  |  |  | ✓ |  | ✓ |  | ✓
PUBLIC COMPANY BOARD SERVICE/ GOVERNANCE |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  |  |  | ✓ |  | ✓ |  |  |  | ✓ |  | ✓
FINANCIAL EXPERTISE |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  |  |  | ✓ |  |  |  | ✓ |  | ✓
M&A & CAPITAL MARKETS |  | ✓ |  |  |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  |  |  | ✓ |  |  |  | ✓ |  | ✓
INDUSTRY BACKGROUND & OPERATIONS MANAGEMENT |  | ✓ |  | ✓ |  |  |  | ✓ |  | ✓ |  |  |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓
MARKETING/ SALES EXPERIENCE |  | ✓ |  | ✓ |  |  |  | ✓ |  | ✓ |  |  |  |  |  |  |  | ✓ |  |  |  | ✓

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DIRECTOR NOMINEE SKILLS, EXPERIENCE AND DIVERSITY MATRIX
|  | Ainsworth |  | Catalano |  | Echols |  | Fernandez |  | Jennings |  | Knocke |  | Kostelnik |  | Lee |  | Matthews |  | Myers |  | Szydlowski
INTERNATIONAL EXPERIENCE |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  |  |  |  |  |  |  |  |  | ✓ |  | ✓ |  | ✓
RISK MANAGEMENT |  | ✓ |  |  |  |  |  | ✓ |  |  |  | ✓ |  | ✓ |  |  |  |  |  | ✓ |  | ✓
HUMAN RESOURCES/ COMPENSATION |  |  |  | ✓ |  | ✓ |  | ✓ |  |  |  |  |  | ✓ |  |  |  |  |  | ✓ |  | ✓
HEALTH/SAFETY/ENVIRONMENT |  | ✓ |  |  |  |  |  |  |  | ✓ |  |  |  | ✓ |  |  |  |  |  | ✓ |  | ✓
LEGAL & REGULATORY |  |  |  |  |  |  |  |  |  | ✓ |  |  |  |  |  |  |  |  |  | ✓ |  | ✓
GENDER |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
FEMALE |  | ✓ |  | ✓ |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
MALE |  |  |  |  |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓
AGE |  | 65 |  | 62 |  | 66 |  | 60 |  | 56 |  | 52 |  | 70 |  | 73 |  | 67 |  | 69 |  | 70
RACE/ETHNICITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
ASIAN |  |  |  | ✓ |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
HISPANIC OR LATINX |  |  |  |  |  |  |  | ✓ |  |  |  |  |  |  |  |  |  |  |  |  |  |
WHITE |  | ✓ |  |  |  | ✓ |  |  |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓ |  | ✓

Our director nominees have a wide range of additional skills and experience not mentioned above, which they will bring to their role as directors, including investment management, investor relations, and technology/cybersecurity experience. The skills and experience of our director nominees is further described in their biographies on the following pages.

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Franklin Myers
Director Since: 2011 Age: 69 Committees: •Executive Committee, Chairperson •Compensation Committee •Nominating, Governance and Social Responsibility Committee |  | Principal Occupation: Senior Advisor of Quantum Energy Partners and Chairperson of the Board Business Experience: Mr. Myers has served as the Chairperson of the Board of the Company since February 2019. Mr. Myers has served as a senior advisor of Quantum Energy Partners, a private equity firm, since February 2013. Mr. Myers served as an operating advisor to Paine & Partners, LLC, a private equity firm, from 2009 through 2012 and as Senior Advisor to Cameron International Corporation, a publicly traded provider of flow equipment products, from 2008 until 2009. He served Cameron in various other capacities, including as Senior Vice President and Chief Financial Officer from 2003 through 2008, President of Cameron’s compression business from 1998 through 2001 and Senior Vice President and General Counsel from 1995 through 1999. In addition, Mr. Myers served as Senior Vice President and General Counsel of Baker Hughes Incorporated from 1988 through 1995 and as an associate and then a partner at Fulbright & Jaworski (now Norton Rose Fulbright) from 1978 through 1988. Additional Directorships: Mr. Myers served as a director of Frontier Oil Corporation (“Frontier”) from 2009 until the merger in July 2011, as a director of Forum Energy Technologies, Inc. from September 2010 until March 2018, as a director of ION Geophysical Corporation from 2001 to June 2019, and as a director of NCS Multistage Holdings, Inc. from February 2017 to June 2020. He currently serves as a director of Comfort Systems USA, Inc. Mr. Myers also serves as a director of WireCo WorldGroup Inc., which ceased to have a class of securities registered pursuant to Section 12 of the Exchange Act at the end of September 2016. Qualifications: Mr. Myers’ experience in senior finance and legal positions at publicly traded energy companies provides him with significant insight into operations, management and finance. In addition, Mr. Myers brings to the Board a broad range of experiences and skills as a result of his service as a director of other public and private companies. |  |

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Michael C. Jennings
Director Since: 2011 Age: 56 Committees: •Environmental, Health, Safety, and Public Policy Committee •Executive Committee |  | Principal Occupation: Chief Executive Officer of the Company and Chief Executive Officer of Holly Logistic Services, L.L.C. (“HLS”) Business Experience: Mr. Jennings has served as Chief Executive Officer of the Company since January 2020. He also served as President of the Company from January 2020 to November 2021, as Executive Vice President of the Company from November 2019 to December 2019, as Executive Chairperson of the Company from January 2016 to January 2017 and as Chief Executive Officer and President of the Company from the merger of Holly Corporation (“Holly”) and Frontier in July 2011 to January 2016. He served as Chairperson of the Board of the Company from January 2017 to February 2019 and January 2013 to January 2016. Mr. Jennings has served as Chief Executive Officer of HLS since January 2020. He previously served as Chief Executive Officer of HLS from January 2014 to November 2016 and as President of HLS from October 2015 to February 2016. Mr. Jennings served as President and Chief Executive Officer of Frontier from 2009 until the merger of Holly and Frontier in July 2011 and as the Executive Vice President and Chief Financial Officer of Frontier from 2005 to 2009. Additional Directorships: Mr. Jennings currently serves as a director and Chairperson of the Board of HLS, the general partner of the general partner of Holly Energy Partners, L.P. (“HEP”). Mr. Jennings served as a director of FTS International, Inc. from January 2019 to November 2020, as a director and Chairperson of the Board of Montage Resources and its predecessor entities from May 2016 to November 2019, and as a director of ION Geophysical Corporation from December 2010 to February 2019. He served as Chairperson of the board of directors of Frontier from 2010 until the merger in July 2011 and served as a director of Frontier from 2008 to July 2011. Qualifications: Mr. Jennings brings to the Board extensive industry experience and familiarity with the day-to-day operations of the Company. He provides a significant resource for the Board and facilitates communication between management and the Board. |  |

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Anne-Marie N. Ainsworth
Director Since: 2017 Age: 65 Committees: •Environmental, Health, Safety, and Public Policy Committee, Chairperson •Finance Committee |  | Principal Occupation: Former President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. and of Oiltanking Holding Americas, Inc. Business Experience: Ms. Ainsworth served as President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. and of Oiltanking Holding Americas, Inc., companies engaged in the terminaling, storage and transportation by pipeline of crude oil, refined petroleum products and liquefied petroleum gas, from 2012 until her retirement in 2014, Senior Vice President, Manufacturing of Sunoco Inc. from 2009 to 2012, and General Manager of the Motiva Enterprises, LLC Norco, Louisiana Refinery from 2006 to 2009. Prior to joining Motiva, Ms. Ainsworth served in various capacities at Royal Dutch Shell. Ms. Ainsworth is a graduate of the Institute of Corporate Directors Education Program (Rotman School of Management, University of Toronto and Haskayne School of Business, University of Calgary) and holds the ICD.D. designation. Additional Directorships: Ms. Ainsworth currently serves as a director of Pembina Pipeline Corporation, Archrock, Inc. and Kirby Corporation. She previously served as a director of Seventy Seven Energy Inc. until 2015. Qualifications: Ms. Ainsworth brings to the Board extensive experience in the oil and gas industry and strong business, operational and financial acumen from her leadership roles at other public companies. |  |

Anna C. Catalano
Director Since: 2017 Age: 62 Committees: •Compensation Committee •Nominating, Governance and Social Responsibility Committee |  | Principal Occupation: Former Group Vice President, Marketing, for BP plc Business Experience: Ms. Catalano served in various capacities for BP plc, and its predecessor Amoco Corporation, from 1979 until her retirement in 2003, including serving as Group Vice President, Marketing, for BP plc from 2000 to 2003. Additional Directorships: Ms. Catalano currently serves as a director of Frontdoor, Inc. and Willis Towers Watson plc (having previously served as a director of Willis Group until the merger of Willis Group and Towers Watson & Co.). She previously served on the boards of directors of Mead Johnson Nutrition Company until May 2017, Chemtura Corporation until June 2017 and Kraton Corporation until March 2022. Qualifications: Ms. Catalano brings to the Board significant corporate and international business and marketing experience. |  |

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Leldon E. Echols
Director Since: 2009 Age: 66 Committees: •Compensation Committee, Chairperson •Audit Committee •Executive Committee |  | Principal Occupation: Former Executive Vice President and Chief Financial Officer of Centex Corporation Business Experience: Mr. Echols served as Executive Vice President and Chief Financial Officer of Centex Corporation from 2000 until his retirement in 2006. Before joining Centex, Mr. Echols held various positions, including managing partner, at Arthur Andersen LLP from 1978 until 2000. Additional Directorships: Mr. Echols currently is a member of the boards of directors of Trinity Industries, Inc. and EnLink Midstream Manager, LLC, the managing member of EnLink Midstream, LLC. Prior to the closing of the business combination among Devon Energy Corporation, Crosstex Energy, Inc. and Crosstex Energy, L.P. in March 2014, Mr. Echols served on the boards of directors of Crosstex Energy, L.P. and Crosstex Energy, Inc. Prior to the closing of the January 2019 simplification transaction between EnLink Midstream Partners, LP (formerly known as Crosstex Energy, L.P.), Mr. Echols served on the board of EnLink Midstream GP, LLC, the general partner of EnLink Midstream Partners, LP. Qualifications: Mr. Echols brings to the Board executive management and board experience with other public companies. Mr. Echols has extensive financial and management experience as well as financial reporting expertise and a level of financial sophistication that qualifies him as an audit committee financial expert. |  |

Manuel J. Fernandez
Director Since: 2020 Age: 60 Committees: •Audit Committee, Chairperson •Environmental, Health, Safety, and Public Policy Committee |  | Principal Occupation: Former Managing Partner of the Dallas office and Market Leader for the Southwest Region of KPMG Business Experience: Mr. Fernandez joined KPMG LLP in 1984 and served in a number of leadership positions until his retirement in September 2020, including most recently as Managing Partner of the Dallas office and market leader for KPMG’s Southwest region across audit, tax and consulting services from October 2009 to September 2020. During his career at KPMG, he also served as National Managing Partner for Talent Acquisition, member of the National Inclusion and Diversity Board, and as Co-Chair of the National Hispanic/Latino employee resource group. Additional Directorships: Mr. Fernandez currently serves as a director of Jacobs Engineering Group Inc. Qualifications: Mr. Fernandez brings to the Board extensive financial and management experience as well as financial reporting expertise and a level of financial sophistication that qualifies him as an audit committee financial expert. |  |

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R. Craig Knocke
Director Since: 2019 Age: 52 Committees: •Finance Committee •Nominating, Governance and Social Responsibility Committee |  | Principal Occupation: Director of Turtle Creek Trust Company, Chief Investment Manager and Portfolio Manager of Turtle Creek Management, LLC, Principal and a non-controlling manager and member of TCTC Holdings, LLC Business Experience: Mr. Knocke is a co-founder and has served a Director of Turtle Creek Trust Company, a private trust and investment management firm, since 2009. He currently serves as the Chief Investment Officer and has served as a Portfolio Manager at Turtle Creek Management, LLC, a registered investment advisory firm based in Dallas, Texas, since 2007. Since 2009, Mr. Knocke has served as a Principal and a non-controlling manager and member of TCTC Holdings, LLC (“TCTC”), a bank holding company that is a banking, securities, and investment management firm. He previously held positions as Vice President and Portfolio Manager at Brown Brothers Harriman & Co., and served in various positions at Salomon Brothers and Texas Instruments. Qualifications: Mr. Knocke brings to the Board executive and general management experience as well as significant financial expertise. |  |

Robert J. Kostelnik |  |
Director Since: 2011 Age: 70 Committees: •Nominating, Governance and Social Responsibility Committee, Chairperson •Environmental, Health, Safety, and Public Policy Committee |  | Principal Occupation: Principal at Glenrock Recovery Partners, LLC Business Experience: Mr. Kostelnik has served as a principal of Glenrock Recovery Partners since January 2012. Glenrock Recovery Partners assists energy, pipeline and terminal companies with maximizing the value of non-fungible liquid hydrocarbons and provides health, safety and environmental compliance and project management consulting services. Mr. Kostelnik served as the President and Chief Executive Officer of Cinatra Clean Technologies, Inc. from 2008 to 2011. Cinatra provides tank cleaning systems to refining pipelines and terminals. Prior to his retirement in 2007, Mr. Kostelnik served in a number of senior positions during his 16 years with CITGO Petroleum Corporation, including as Vice President of Refining. During that time, Mr. Kostelnik was responsible for, among other things, the creation and implementation of the Health, Safety & Environmental Management System as well as environmental compliance & improvement. CITGO is engaged in the refining and marketing of petro-chemical products. Additional Directorships: Mr. Kostelnik served as a director of Frontier from 2010 until the merger in July 2011. He currently serves as a director of Methanex Corporation. Qualifications: Mr. Kostelnik brings to the Board significant experience and insight into the Company’s industry through his extensive experience in the refining industry. |  |

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James H. Lee
Director Since: 2011 Age: 73 Committees: •Finance Committee, Chairperson •Audit Committee |  | Principal Occupation: Managing General Partner and Principal Owner of Lee, Hite & Wisda Ltd. Business Experience: Mr. Lee has served as the Managing General Partner of Lee, Hite & Wisda Ltd., a private company with investments in oil and gas working, royalty and mineral interests, since founding the firm in 1984. Additional Directorships: Mr. Lee served as a director of Frontier from 2000 until the merger in July 2011. He currently serves as a director of HLS, the general partner of the general partner of HEP. Qualifications: Mr. Lee brings to the Board his extensive experience as a consultant and investor in the oil and gas industry, which provides him with significant insights into relevant industry issues. |  |

Ross B. Matthews |  |
Director Since: 2022 Age: 67 |  | Principal Occupation: Chief Operating Officer of REH Company (formerly known as The Sinclair Companies) Business Experience: Mr. Matthews currently serves as Chief Operating Officer of REH Company and served as the Chairman and Chief Executive Officer of Sinclair Oil, which was comprised of the refining, marketing and renewables business the Company acquired from Sinclair, from October 2009 until March 2022. Mr. Matthews joined Sinclair Oil in June 2000, initially serving as Vice President of Exploration and Production. Additional Directorships: Mr. Matthews served as a Director of Sinclair Oil from January 2006 until March 2022. Qualifications: Mr. Matthews brings to the Board significant experience and insight into the development of energy infrastructure through his extensive experience in the oil and gas industry. |  |

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Norman J. Szydlowski |  |
Director Since: 2022 Age: 70 |  | Principal Occupation: Former President, CEO and Director of SemGroup Corporation Business Experience: Mr. Szydlowski served as President and Chief Executive Officer and Director of SemGroup Corporation from November 2009 until his retirement in June 2014. He also previously served as Chief Executive Officer for Rose Rock Midstream and Colonial Pipeline Company. From 2004 to 2005, Mr. Szydlowski served as the Senior Consultant to the Iraqi Ministry of Oil in Baghdad on behalf of the U.S. Department of Defense (OSD, CPA) and Department of State (Embassy Baghdad). He was a Commissioner on the National Commission on Energy Policy and chaired the Task Force on Biofuels Infrastructure. Mr. Szydlowski co-chaired the Task Force on Ensuring Stable Natural Gas Prices for the Bipartisan Policy Center and was a member of the Working Group, Bipartisan Policy Center Response to The National Commission on the BP Deepwater Horizon Oil Spill and Offshore Drilling Request. From 2002 until 2004, he was Vice President of Refining for Chevron Corporation and he first joined Chevron in 1981. Additional Directorships: Mr. Szydlowski currently serves as a director of Equitrans Midstream Corporation (“Equitrans”) and he served as a Director of Sinclair Oil, which was comprised of the refining, marketing and renewables business the Company acquired from Sinclair, from April 2017 until March 2022. Mr. Szydlowski served as a Director of EQT Corporation (“EQT”) from November 2017 until the separation of EQT and Equitrans in November 2018. He served as a Director of the general partner of 8point3 Energy Partners, LP from June 2015 until its acquisition by Capital Dynamics, Inc. in June 2018. Mr. Szydlowski also served as a Director of the general partner of JP Energy Partners LP from July 2014 through March 2017. Qualifications: Mr. Szydlowski brings to the Board extensive experience in the oil and gas industry and executive management and board experience with other public companies. |  |

None of our director nominees reported any litigation for the period from 2012-2022 that is required to be reported in this proxy statement. There are no family relationships among any of our directors or executive officers.

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Corporate Governance

The Board and senior management believe that one of their primary responsibilities is to promote a corporate culture of accountability, responsibility and ethical conduct throughout the Company. The Company is committed to maintaining the highest standard of business conduct and corporate governance, which we believe is essential to operating our business efficiently, maintaining our integrity in the marketplace and serving our stockholders.

Consistent with these principles, the Company has adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines. These documents, together with our amended and restated certificate of incorporation (the “Certificate of Incorporation”), amended and restated by-laws (the “By-laws”) and the Board committee charters, form the framework for our governance. Copies of the Code of Business Conduct and Ethics, Corporate Governance Guidelines, Certificate of Incorporation, By-laws, Audit Committee Charter, Compensation Committee Charter, Environmental, Health, Safety, and Public Policy Committee Charter, Finance Committee Charter and Nominating, Governance and Social Responsibility Committee Charter are publicly available on our website at www.hfsinclair.com and may also be obtained free of charge upon written request to HF Sinclair Corporation, 2828 North Harwood, Suite 1300, Dallas, Texas 75201, Attention: Vice President, Investor Relations.

Board Leadership Structure

In accordance with our Corporate Governance Guidelines, our Board is responsible for selecting the Board leadership structure that is in the best interests of the Company. Our Board, at this time, has determined that a leadership structure consisting of separate Chief Executive Officer and Chairperson of the Board roles is appropriate for the Company. Currently, Mr. Myers serves as our independent Chairperson of the Board, and Mr. Jennings serves as our Chief Executive Officer.

Given the complexity of the Company’s business model, the Board believes that at this time the separation of these positions enhances both the oversight of management by the Board and the Company’s overall leadership structure. As a result of his experience at publicly traded energy companies, Mr. Myers has industry-specific experience and expertise and as Chairperson of the Board can identify strategic priorities, lead the discussion and execution of strategy and facilitate the flow of information between management and the Board.

The Company’s Corporate Governance Guidelines provide for the appointment of a lead director in the event the roles of Chairperson of the Board and Chief Executive Officer are combined. The lead director’s responsibilities are set forth in the Company’s Corporate Governance Guidelines and include:

• |  | presiding over executive sessions of the Board’s independent directors and at all meetings of the Board at which the Chairperson of the Board is not present;

• |  | communicating matters discussed at the executive session to the Chairperson of the Board and Chief Executive Officer, as appropriate;

• |  | calling meetings of independent directors as desirable or necessary;

• |  | serving as a liaison between the Chief Executive Officer, the Chairperson of the Board and the independent directors;

• |  | advising and consulting with the Chairperson of the Board, the Chief Executive Officer and the chairperson of each committee regarding Board and committee meetings, as necessary, desirable or appropriate;

• |  | maintaining regular contact with the Chairperson of the Board and Chief Executive Officer to provide access for any issue that may arise and assist in communication, if appropriate, and to ensure that there is a steady, relevant, meaningful and effective information flow from management to the Board;

• |  | approving in advance, in consultation with the Chairperson of the Board and Chief Executive Officer, agendas, schedules and related information for all meetings of the Board; and

• |  | advising and consulting with the Chairperson of the Board and Chief Executive Officer as to the quality, quantity and timeliness of the information submitted by the Company’s management to, and other communications with, the independent directors.

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Since the positions of Chairperson of the Board and Chief Executive Officer are separate, the Board has not appointed a separate lead director. The Chairperson of the Board fulfills the above-noted responsibilities of the independent lead director to serve as a liaison between the Chief Executive Officer and the independent directors.

The Board has established a policy that its non-management directors regularly meet in executive session, without members of management present. The Chairperson of the Board, or the lead director if the Chairperson of the Board is a member of management, presides at meetings of the non-management directors. In the event the Chairperson of the Board is a member of management and, if there is no lead director or the lead director is unable to attend, the non-management directors will designate an independent director to preside at the meeting. In the event the Company’s non-management directors include directors who are not independent under the NYSE listing requirements, then an executive session including only the independent directors will be held at least once per year. We believe that the foregoing structure, policies and practices, when combined with the Company’s other governance policies and procedures, provide appropriate opportunities for oversight, discussion and evaluation of decisions and direction from the Board, and are in the best interest of our stockholders.

Board and Committee Evaluations

The Board, acting through the Nominating, Governance and Social Responsibility Committee, conducts a self-evaluation at least annually to determine whether it is functioning effectively. The evaluation includes periodically considering the mix of skills and experience that directors bring to the Board to assess whether the Board has the necessary tools and background to perform its oversight function effectively.

The Nominating, Governance and Social Responsibility Committee has undertaken an effort to identify critical attributes, experiences, qualifications, and skills required of members of the Board to deliver long-term value to the stockholders of the Company. From that list, the Board developed a skills matrix to ensure each of the identified critical attributes, experiences, qualifications and skills are adequately represented among the Company’s Directors. See the “Director Skills, Experience and Diversity Matrix” on page 9. The Nominating, Governance and Social Responsibility Committee and the Board reviews the skills matrix on an annual basis to confirm that it appropriately supports the Company’s long-term strategy.

Each committee of the Board also conducts a self-evaluation at least annually and reports the results to the Board.

Board Oversight of Risk Management

The Board oversees management of risk and receives a report from management on at least a quarterly basis. The Board regularly reviews information regarding the Company’s credit, liquidity, business, operations and cybersecurity, including the key risks associated with each of the foregoing. As described below, consistent with SEC regulations and NYSE requirements, the Board committees are also engaged in overseeing risk associated with the Company.

• |  | The Audit Committee oversees management of exposure to financial reporting and control risks.

• |  | The Compensation Committee oversees the management of risks relating to the Company’s human capital management, executive compensation plans and incentive structure.

• |  | The Environmental, Health, Safety, and Public Policy Committee oversees the management of risks associated with the environment, health, safety and public policy.

• |  | The Finance Committee oversees the management of risks relating to the Company’s capital investment strategies.

• |  | The Nominating, Governance and Social Responsibility Committee oversees the Company’s governance, ethics and compliance programs and the management of risks relating to the Company’s policies and practices regarding human rights in its operations and supply chain, environmentally sustainable practices and strategy, and strategy and performance in assessing and responding to climate-related risks and opportunities.

While each committee is responsible for evaluating certain risks and overseeing the management of those risks, the full Board is ultimately responsible for overseeing the Company’s risk exposures and management thereof, and the Board is regularly informed on these matters through committee and senior management presentations.

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The Board also receives input from the Company’s Risk Management Oversight Committee on management’s views of the risks facing the Company. This committee is made up of management personnel and monitors the risk environment for the Company as a whole. This committee also supports the efforts of the Board and the Board committees to monitor and evaluate guidelines and policies governing the Company’s risk assessment and management.

Director Independence

Board of Directors. NYSE listing requirements and our Corporate Governance Guidelines require that at least a majority of the Board meet the NYSE criteria for independence. The Board has determined that each of Mses. Ainsworth and Catalano and Messrs. Echols, Fernandez, Knocke, Kostelnik, Lee, Myers, Rose and Szydlowski is “independent” under the NYSE independence standards. Mr. Jennings is not independent because he is an employee of the Company. Mr. Matthews is not independent due to his continued service as Chief Operating Officer of REH Company (formerly known as The Sinclair Companies) following the closing of the Sinclair Transactions and the fact that members of his immediate family control REH Company, which received more than five percent of HF Sinclair’s common stock as purchase consideration at the closing of the Sinclair Transactions. Please see “Certain Relationships and Related Person Transactions” on pages 76-77 for a more detailed description of the ongoing relationship between the Company and REH Company in which Mr. Matthews may have a material interest.

Audit Committee. The Board has determined each member of the Audit Committee is “independent” as defined by the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Compensation Committee. The Board has determined each member of the Compensation Committee is “independent” as defined by the NYSE listing standards. For each member of the Compensation Committee, the Board considered all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including the sources of such director’s compensation, such as any consulting, advisory or other compensatory fees paid by the Company, and whether the director has an affiliate relationship with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.

Nominating, Governance and Social Responsibility Committee. The Board has determined each member of the Nominating, Governance and Social Responsibility Committee is “independent” as defined by the NYSE listing standards.

Environmental, Health, Safety, and Public Policy Committee. The Board has determined each member of the Environmental, Health, Safety, and Public Policy Committee, other than Mr. Jennings, is “independent” as defined by the NYSE listing standards.

Finance Committee. The Board has determined each member of the Finance Committee is “independent” as defined by the NYSE listing standards.

Independence Determination. In making its independence determinations, the Board considered certain transactions, relationships and arrangements. In determining Mr. Knocke’s independence, the Board considered that Mr. Knocke is a non-controlling manager and member of TCTC, and Mr. Knocke is also a Principal of TCTC (which may be deemed to beneficially own 5.63% of the Company’s common stock) and holds various other positions with TCTC’s subsidiaries. The Board determined that this relationship does not impair the independence of Mr. Knocke.

Director Nominations

Qualifications

The Nominating, Governance and Social Responsibility Committee may engage a search firm to assist with identifying qualified nominees for the Board. In considering nominees for election as director, the Nominating, Governance and Social Responsibility Committee considers a number of factors, with an objective of having a board with diverse backgrounds and experiences. The Nominating, Governance and Social Responsibility Committee is also responsible for recommending the nomination of incumbent directors it deems appropriate for re-election to the Board and, if

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applicable, reappointment to any committees of the Board on which such director serves. Pursuant to our Corporate Governance Guidelines, the Nominating, Governance and Social Responsibility Committee will not recommend to the Board the nomination of any director or nominee who has attained or will attain the age of 75 prior to the annual meeting at which he or she would be elected or re-elected. The Board may approve an exception to this policy on a case-by-case basis.

Characteristics expected of all directors include integrity, exceptional talent and judgment, and the ability and willingness to commit adequate time to the Board. In evaluating the suitability of individual board members, the committee takes into account many factors, including the candidate’s independence, the skills enumerated in the Director Skills, Experience and Diversity Matrix, knowledge of the communities in which the Company does business, the Company’s industry, or other industries relevant to the Company’s business or other organizations of comparable size; and personal qualities, such as background and reputation. The Board also considers the diversity of race, gender, age, sexual orientation, ethnicity, knowledge, experience, viewpoints and geography when evaluating candidates and is committed to actively seeking highly qualified diverse candidates, including women and individuals from minority groups, to be included in the pool of candidates from which Board nominees may be chosen.

Pursuant to the Stockholders Agreement, REH Company and the stockholders of REH Company (collectively, the “REH Parties”) were granted the right to nominate (i) two persons (the “Designees”) to the Board at the closing of the Sinclair Transactions and for so long as the REH Parties beneficially own common stock constituting not less than 15% of all outstanding HF Sinclair common stock and (ii) one person to the Board for so long as the REH Parties beneficially own less than 15% but more than or equal to 5% of all outstanding HF Sinclair common stock. All Designees must possess the director characteristics and qualifications contained in the By-laws and Corporate Governance Guidelines and expected of all other directors of the Board, as described in the immediately preceding paragraph above. In addition, at all times at least one Designee, if there is any, shall possess significant management experience in the refining industry, as determined by the Board in its reasonable discretion.

Stockholder Director Nominations to be Presented at the Annual Meeting

The Nominating, Governance and Social Responsibility Committee will consider recommendations of potential director candidates from stockholders based on the same criteria as a candidate identified by the Nominating, Governance and Social Responsibility Committee. Stockholders may submit such a recommendation by sending a letter to the Secretary of the Company at the Company’s principal executive offices. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Director Nominee Recommendation.”

To be considered, recommendations must be submitted in writing no less than 90 days and no more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders in compliance with the notice procedures and informational requirements set forth in Article III, Section 12 of the Company’s By-Laws. A stockholder’s notice must include the following:

• |  | the name of the stockholder recommending the director candidate and the class and number of shares of common stock which are beneficially owned by the stockholder;

• |  | a written statement by the director candidate agreeing to being named in the Company’s proxy materials and to serve as a member of the Board if nominated and elected;

• |  | a description of all direct and indirect compensation and other material agreements, arrangements or understandings during the past three (3) years and any other material relationships, between and among the nominating stockholder and the director candidate and his or her respective affiliates and associates; and

• |  | all other information relating to the nominating stockholder or director candidate that would be required to be disclosed in a proxy statement relating to an election of directors, or that is otherwise required by Regulation 14A under the Exchange Act or Article III, Section 12 of the Company’s By-Laws.

Director Nominations to be Included in the Proxy Statement (Proxy Access)

The Company’s By-Laws provide for proxy access whereby a stockholder (or a group of up to 20 stockholders) who has held at least 3% of our stock for three years or more may nominate up to the greater of two individuals or 20% of the Board and have the nominee(s) included in our proxy materials, provided that the stockholder and nominee(s)

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satisfy the requirements set forth in the Company’s By-laws. Any stockholder who intends to use these procedures to nominate a candidate for election to the Board for inclusion in our 2023 proxy statement must satisfy the requirements set forth in the Company’s By-Laws and must provide notice to our Corporate Secretary, which must be received not less than 120 calendar days in advance of the first anniversary of the date the Corporation’s proxy statement was released to stockholders for the preceding year’s annual meeting, and in the case of the 2023 proxy statement, no later than December 26, 2022. The notice of proxy access must include information specified in Article II, Section 2(d) and Article III, Section 12 of the Company’s By-laws, including information concerning the nominee and information about the stockholder’s ownership of and agreements related to our stock.

For more information, see “Additional Information—Stockholder Proposals.”

Communications with the Board

Any stockholder or other interested party may communicate with the non-management directors by e-mailing the Chairperson of the Board at board@hfsinclair.com or writing to: Chairperson of the Board, c/o Secretary, HF Sinclair Corporation, 2828 N. Harwood, Suite 1300, Dallas, Texas 75201. Communications to the Board generally may be sent certified mail to HF Sinclair Corporation, 2828 N. Harwood, Suite 1300, Dallas, Texas 75201, Attention: Secretary. The Secretary will forward all communications received by mail to the appropriate director or directors, other than those communications that are merely solicitations for products or services or relate to matters that are of a type that are clearly improper or irrelevant to the functioning of the Board or the business and affairs of the Company.

Code of Conduct

The Company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers and employees. The purpose of this Code is to, among other things, affirm the Company’s commitment to the highest standards of business conduct and ethics, integrity and compliance reporting in accordance with all applicable laws. The Code sets forth a common set of values and standards to which all of the Company’s directors, officers and employees must adhere. The Company will post information regarding any amendment to, or waiver from, its Code of Business Conduct and Ethics on its website under the Corporate Governance Documents sub-heading, under the Investor Relations tab.

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The Board, Its Committees and Its Compensation

The Board

Under the Company’s Corporate Governance Guidelines, Board members are expected to devote the time reasonably necessary to discharge their responsibilities and to prepare for and, to the extent reasonably practicable, attend and participate in all meetings of the Board and Board committees on which they serve. The Board meets at least quarterly. During 2021, the Board held eleven meetings. Each then-current director attended at least 75% of the total number of meetings of the Board and committees on which he or she served during the period he or she was a director.

All directors are strongly encouraged to attend the Company’s annual meeting of stockholders. Nine out of ten of our then-current directors attended the 2021 annual meeting of stockholders. Mr. Douglas Bech did not attend since he was not standing for re-election.

Board Committees

The Company currently has six standing committees:

• |  | Audit Committee;

• |  | Compensation Committee;

• |  | Nominating, Governance and Social Responsibility Committee;

• |  | Environmental, Health, Safety, and Public Policy Committee;

• |  | Finance Committee; and

• |  | Executive Committee.

Other than the Executive Committee, each of these committees operates under a written charter adopted by the Board. Upon the Nominating, Governance and Social Responsibility Committee’s recommendations, the Board elects committee members annually. The Executive Committee operates pursuant to the authority that is specifically delegated to it by the Board, and such delegated authority may be revoked at any time.

The table below sets forth the number of meetings held by each committee in 2021:

Board Committee |  | Number of Meetings in 2021
Audit Committee |  | 8
Compensation Committee |  | 5
Nominating, Governance and Social Responsibility Committee |  | 4
Environmental, Health, Safety, and Public Policy Committee |  | 4
Finance Committee |  | 4
Executive Committee |  | 1

All directors, whether members of a committee or not, are invited to make suggestions to a committee chair for additions to the agenda of his or her committee or to request that an item from a committee agenda be considered by the Board. Each committee chair gives a report concerning his or her committee’s activities to the Board.

Audit Committee

The Audit Committee oversees our accounting and financial reporting processes and the audits of the Company’s financial statements. In addition, the Audit Committee oversees management of exposure to financial risks. The functions and responsibilities of the Audit Committee pursuant to its charter include:

• |  | appointing, compensating, retaining and overseeing the Company’s independent registered public accounting firm and conducting an annual review of the independence of that firm;

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• |  | pre-approving all audit and permitted non-audit services to be performed by the Company’s independent registered public accounting firm;

• |  | at least annually, reviewing the independence and quality-control procedures of the independent registered public accounting firm and the experience and qualifications of the independent registered public accounting firm’s senior personnel that are providing audit services to the Company;

• |  | confirming with the independent registered public accounting firm its compliance with the partner rotation requirements established by the SEC;

• |  | reviewing and evaluating the performance of the lead partner of the independent registered public accounting firm;

• |  | reviewing the findings and recommendations of the independent registered public accounting firm;

• |  | reviewing the scope and the planning of the annual audit with management, the independent registered public accounting firm and the internal auditor;

• |  | reviewing the annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm;

• |  | overseeing the internal audit function, and at least annually, reviewing the responsibilities, budget and staffing of the Company’s internal audit function, approving the internal audit plan, reviewing the internal audit charter and considering whether any changes are needed in how the internal audit function is implemented;

• |  | reviewing and approving the appointment and removal of, and, on an annual basis, the performance and compensation of, the Vice President, Internal Audit;

• |  | reviewing and discussing with the internal auditor any significant reports to management prepared by the internal auditor and any responses from management;

• |  | reviewing and discussing the Company’s internal controls over financial reporting with management and the independent registered public accounting firm;

• |  | establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or accounting matters;

• |  | establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding potential violations of applicable laws, rules and regulations or of the Company’s codes, policies and procedures;

• |  | establishing procedures for the confidential and anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters or questionable compliance matters;

• |  | reviewing and assessing the adequacy and effectiveness of the Company’s disclosure controls and procedures;

• |  | reviewing and, if appropriate, approving transactions involving conflicts of interest, including related person transactions, consistent with the Code of Business Conduct and Ethics and Related Party Transaction Policy;

• |  | reviewing the Company’s Related Party Transaction Policy on an annual basis;

• |  | reviewing and approving the Audit Committee Report to be included in the annual proxy statement; and

• |  | reviewing the adequacy of the Audit Committee charter on an annual basis.

Our independent registered public accounting firm reports directly to the Audit Committee. Each member of the Audit Committee has the ability to read and understand fundamental financial statements, and Mr. Echols, Mr. Fernandez and Mr. Rose each meets the requirements of an “audit committee financial expert” as defined by the rules of the SEC.

Compensation Committee

The Compensation Committee establishes and administers the Company’s policies, programs and procedures for compensating executive officers and the Board and oversees the management of risks relating to the Company’s executive compensation plans and arrangements. The functions and responsibilities of the Compensation Committee pursuant to its charter include:

• |  | overseeing and reviewing the Company’s strategies, policies and practices related to human capital management, including with respect to the promotion of diversity, equity and inclusion, talent and performance management, pay equity and employee engagement;

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• |  | making recommendations to the Board on how frequently the Company shall submit to stockholders an advisory vote on executive compensation and reviewing the results of the advisory vote;

• |  | evaluating the performance and approving the compensation of the Chief Executive Officer and, in consultation with the Chief Executive Officer, the Company’s other executive officers;

• |  | reviewing and approving the Company’s executive compensation programs and corporate goals and objectives relative to the compensation of the Company’s executive officers;

• |  | reviewing the Company’s compensation practices, policies and programs for executive officers and other employees to ensure that such practices, policies and programs do not encourage unnecessary or excessive risk taking and annually assessing whether any risks arising from such practices, policies and programs are reasonably likely to have a material adverse effect on the Company;

• |  | reviewing director compensation and making recommendations to the Board regarding the same;

• |  | administering and making recommendations to the Board with respect to the Company’s equity incentive plans;

• |  | reviewing succession planning for Company management and making recommendations to the Board regarding the same;

• |  | overseeing the preparation of the Compensation Discussion and Analysis to be included in the annual proxy statement;

• |  | preparing the Compensation Committee Report to be included in the annual proxy statement;

• |  | reviewing the adequacy of the Compensation Committee charter on an annual basis;

• |  | establishing the Company’s stock ownership policy and reviewing executive officer and director compliance with the policy on an annual basis; and

• |  | monitoring applicable rules and regulations, including the rules and regulations of the SEC and the NYSE listing standards, regarding clawback of executive compensation and reviewing and making recommendations to the Board of any changes to the Company’s Clawback Policy (as defined below) as may be required by such rules and regulations.

The Compensation Committee may form and delegate some or all of its authority to subcommittees as it deems appropriate. The Compensation Committee also has the authority to retain, compensate, direct, oversee and terminate outside counsel, compensation consultants and other advisors hired to assist the Compensation Committee.

In December 2017, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as the independent compensation consultant to the Compensation Committee, to provide advice relating to executive compensation matters. In selecting Meridian as its independent compensation consultant, and in the first quarter of each year following engagement, the Compensation Committee assessed the independence of Meridian pursuant to SEC rules and considered, among other things, whether Meridian provides any other services to us, the fees paid by us to Meridian as a percentage of Meridian’s total revenues, the policies of Meridian that are designed to prevent any conflict of interest between Meridian, the Compensation Committee and us, any personal or business relationship between Meridian and a member of the Compensation Committee or one of our executive officers and whether Meridian owned any shares of our common stock. In addition to the foregoing, the Compensation Committee annually receives an independence letter from Meridian, as well as other documentation addressing the firm’s independence. Meridian reports exclusively to the Compensation Committee and does not provide any additional services to us. The Compensation Committee has discussed these considerations and concluded that Meridian is independent and that we do not have any conflicts of interest with Meridian. The Compensation Committee is aware that Meridian is also providing similar services to the compensation committee at HLS, but our Compensation Committee manages its relationship with Meridian independently of the relationship that Meridian has with the HLS compensation committee. The aggregate amount of fees HLS paid to Meridian for the services it engaged Meridian to perform during the 2021 fiscal year was approximately $19,907. The aggregate amount of fees the Company paid to Meridian for the services it engaged Meridian to perform during the 2021 fiscal year was approximately $263,000.

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Nominating, Governance and Social Responsibility Committee

The Nominating, Governance and Social Responsibility Committee assists the Board in overseeing that the Company is governed in a manner consistent with the best interests of the Company and its stockholders. In addition, the Nominating, Governance and Social Responsibility Committee oversees the Company’s ethics and compliance programs, policies and practices regarding human rights in the Company’s operations and supply chain, policies, practices and procedures regarding environmentally sustainable practices, and strategy and performance in assessing and responding to climate-related risks and opportunities. The functions and responsibilities of the Nominating, Governance and Social Responsibility Committee pursuant to its charter include:

• |  | developing, reviewing and assessing the adequacy of the Company’s Corporate Governance Guidelines, Insider Trading Policy and Code of Business Conduct and Ethics;

• |  | identifying and recommending individuals qualified to be directors;

• |  | evaluating and determining whether directors are independent and whether the Audit Committee has an “audit committee financial expert” as defined by the rules of the SEC;

• |  | developing and maintaining an onboarding program for new directors and a continuing education program for current directors;

• |  | recommending committee composition and chairpersons;

• |  | reviewing and making recommendations to the Board on succession planning for the Board;

• |  | reviewing and approving, prior to acceptance, the Chief Executive Officer’s service on any other public company board;

• |  | monitoring the Company’s charitable contributions and political spending insofar as such activities exceed or can be expected to exceed 0.5% of the pre-tax income of the Company;

• |  | overseeing the Company’s ethics and compliance programs;

• |  | overseeing the Company’s policies and practices regarding human rights in its operations and supply chain;

• |  | overseeing the Company’s policies, practices and procedures with respect to environmentally sustainable practices and strategy and performance in assessing and responding to climate-related risks and opportunities; and

• |  | reviewing the adequacy of the Nominating, Governance and Social Responsibility Committee charter on an annual basis.

Environmental, Health, Safety, and Public Policy Committee

The Environmental, Health, Safety, and Public Policy Committee oversees the Company’s environmental, health, safety and public policy matters. In addition, the Environmental, Health, Safety, and Public Policy Committee oversees the management of risks associated with such matters. The functions and responsibilities of the Environmental, Health, Safety, and Public Policy Committee pursuant to its charter include:

• |  | reviewing reports and other information provided by management and consultants regarding material regulatory compliance and public policy matters arising out of issues related to process safety, worker safety, health, environmental, physical security, and/or legislative developments related to the refining industry;

• |  | reporting material issues or compliance concerns included in those reports to the Board; and

• |  | reviewing the adequacy of the Environmental, Health, Safety, and Public Policy Committee charter on an annual basis.

Finance Committee

The Finance Committee oversees the Company’s cash flow, uses of cash, capital investment strategies, including implementation and cost of capital. The functions and responsibilities of the Finance Committee include:

• |  | reviewing the Company’s cash flow forecasts, minimum cash requirements and liquidity targets;

• |  | reviewing the Company’s annual capital budget, capital strategy and significant capital expenditures and determining whether to recommend to the Board that such items be approved;

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• |  | reviewing and making recommendations to the Board with respect to new capital projects;

• |  | periodically evaluating the performance of and returns on approved capital projects and other capital expenditures and reviewing significant cost variances; and

• |  | reviewing the adequacy of the Finance Committee charter on an annual basis.

Executive Committee

The Executive Committee has such authority as the Board shall delegate to the committee from time to time.

Director Compensation

The Compensation Committee annually evaluates the compensation program for members of the Board who are not our officers or employees (“non-management directors”). In making its recommendation to the Board for non-management director compensation, the Compensation Committee reviews the form and amount of compensation paid to directors by the Company’s compensation peer group and benchmark market data provided by the compensation consultant. The director compensation peer group is the same as the compensation peer group considered by the Compensation Committee in setting executive compensation for 2021 and consisted of 17 companies as described in detail below under “Compensation Discussion and Analysis—Market Review.” Based on recommendations from the Compensation Committee, the Board approved the components of non-management director compensation as set forth below.

Cash Retainers

Cash retainers are paid to the non-management directors on a quarterly basis during their respective time serving as a director or committee member. Members of the Board who also serve as our officers or employees do not receive additional compensation in their capacity as directors.

We also reimburse directors for all reasonable expenses incurred in attending Board meetings, Board committee meetings and director continuing education sessions upon submission of appropriate documentation. Meeting fees are not paid for attendance at Board meetings or Board committee meetings.

In June 2020, in light of the challenging economic conditions resulting from the COVID-19 pandemic and the other expense reduction measures undertaken by the Company, the Board approved a 10% reduction in all Board and committee cash retainers effective July 1, 2020. In November 2020, the Board approved the continuation of the 10% reduction in cash retainers for the 2021 fiscal year.

Equity Awards

Non-management directors receive an annual equity award grant in the form of restricted stock units having a fair market value of approximately the dollar amount of the equity award approved by the Board on the date of grant. These annual grants are made in the fourth quarter of the year preceding the year to which the award relates in order to align the timing of the equity award grants with the timing of the other compensation decisions made for non-management directors and with the timing of long-term equity incentive award grants for our executive officers.

Continued service on the Board through the stated vesting date for the restricted stock units, which is in most cases approximately one year following the date of grant, is required in order for the restricted stock units to become vested. The restricted stock units granted in November 2020 for the 2021 fiscal year vested on December 1, 2021. The restricted stock units granted in November 2021 for the 2022 fiscal year will vest on December 1, 2022. Accelerated vesting of outstanding restricted stock units will occur upon a change in control (subject to the director serving as a member of the Board immediately prior to the change in control) or the director’s death, disability or retirement. Settlement of the restricted stock units in shares of our common stock occurs within 30 days of the event that caused the restricted stock units to vest. Directors do not have the rights of a stockholder with respect to the shares underlying the restricted stock units until the award vests and is settled in shares. However, directors are entitled to the payment of dividend equivalents on outstanding restricted stock units in the form of cash in an amount equal to the dividends that would have been paid with respect to the underlying shares. These dividend equivalents are not subject to forfeiture.

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For 2021, annual compensation for non-management directors consisted of the following components:

|  | Compensation Effective January 1, 2021 (1) |  |  | Compensation Effective January 1, 2022 (2) |
Board Service: |  |  |  |  |  |  |  |
Annual Restricted Stock Units Award (3) |  |  | $140,000 |  |  |  | $140,000 |
Chairperson of the Board Retainer |  |  | 180,000 |  |  |  | 200,000 |
Annual Cash Retainer |  |  | 108,000 |  |  |  | 120,000 |
Lead Director Cash Retainer (4) |  |  | 27,000 |  |  |  | n/a |
Board Committee Service: |  |  |  |  |  |  |  |
Audit Committee Annual Cash Retainer |  |  |  |  |  |  |  |
Chairperson |  |  | 24,750 |  |  |  | 27,500 |
Member |  |  | 15,750 |  |  |  | 17,500 |
Compensation Committee Annual Cash Retainer |  |  |  |  |  |  |  |
Chairperson |  |  | 18,000 |  |  |  | 20,000 |
Member |  |  | 12,600 |  |  |  | 14,000 |
Nominating, Governance and Social Responsibility Committee Annual Cash Retainer |  |  |  |  |  |  |  |
Chairperson |  |  | 18,000 |  |  |  | 20,000 |
Member |  |  | 12,600 |  |  |  | 14,000 |
Environmental, Health, Safety, and Public Policy Committee Annual Cash Retainer |  |  |  |  |  |  |  |
Chairperson |  |  | 18,000 |  |  |  | 20,000 |
Member |  |  | 12,600 |  |  |  | 14,000 |
Finance Committee Annual Cash Retainer |  |  |  |  |  |  |  |
Chairperson |  |  | 18,000 |  |  |  | 20,000 |
Member |  |  | 12,600 |  |  |  | 14,000 |
Other: |  |  |  |  |  |  |  |
Stipend for Operations-Related Consultation at Request of Management (On-Site) |  |  | 2,400/day |  |  |  | 2,400/day |
Stipend for Operations-Related Consultation at Request of Management (Overnight) |  |  | 3,600/day |  |  |  | 3,600/day |

(1) | Reflects the 10% reduction in Board and committee cash retainers originally approved by the Board in light of the challenging economic conditions resulting from the COVID-19 pandemic and the other expense reduction measures undertaken by the Company. This reduction was originally approved by the Board in June 2020 to be effective July 1, 2020. In November 2020, the Board approved the continuation of the 10% reduction in cash retainers for the 2021 fiscal year.

(2) | In November 2021, the Board set director compensation for the 2022 fiscal year and reinstated the 10% reduction taken on July 1, 2020 in light of the challenging economic conditions resulting from the COVID-19 pandemic. No further increases were made for non-management director compensation for the 2022 fiscal year.

(3) | The annual award is comprised of a number of restricted stock units equal to the dollar amount of the award divided by the market closing price of a share of our common stock on the date of grant, with the number of restricted stock units rounded up in the case of fractional shares. The annual award is made in the fourth quarter of the year preceding the year to which the award relates.

(4) | Since the positions of Chairperson of the Board and Chief Executive Officer are separate, the Board did not appoint a lead director following the 2021 annual meeting of stockholders and as a result a lead director cash retainer was not approved for the 2022 fiscal year.

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Nonqualified Deferred Compensation

For 2021, our non-management directors are eligible to participate in the HollyFrontier Corporation Executive Nonqualified Deferred Compensation Plan, which is not tax-qualified under Section 401 of the Internal Revenue Code and allows participants to defer receipt of certain compensation (the “NQDC Plan”).

The NQDC Plan allows non-management directors the ability to defer up to 100% of their cash retainers for a calendar year. Participating directors have full discretion over how their contributions to the NQDC Plan are invested among the offered investment options, and earnings on amounts contributed to the NQDC Plan are calculated in the same manner and at the same rate as earnings on actual investments. We do not subsidize a participant’s earnings under the NQDC Plan. Messrs. Myers, Knocke and Fernandez participated in the NQDC Plan in 2021 and elected to defer all of their cash retainers for fiscal year 2021.

Effective as of the closing of the Sinclair Transactions, the NQDC Plan was assumed by HF Sinclair and the plan name was changed to the HF Sinclair Corporation Executive Nonqualified Deferred Compensation Plan. For additional information on the NQDC Plan, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program During 2021—Retirement Benefits and Perquisites—Retirement Plans—Deferred Compensation Plan” and “Executive Compensation—Nonqualified Deferred Compensation.”

In May 2021, the Compensation Committee recommended to the Board, and the Board adopted, the HollyFrontier Corporation Directors’ Stock Compensation Deferral Plan (the “Director Stock Deferral Plan”) effective October 1, 2021. Effective as of the closing of the Sinclair Transactions, HF Sinclair assumed the Director Stock Deferral Plan and the plan name was changed to the HF Sinclair Corporation Directors’ Stock Compensation Deferral Plan. The Director Stock Deferral Plan is a nonqualified plan (i.e., not tax-qualified under Section 401 of the Code) that allows Participant directors to defer receipt of current compensation in order to provide retirement and other benefits on behalf of the Participant directors. Beginning with the restricted stock unit awards granted to the non-management directors for the 2022 fiscal year (granted in 2021), the Director Stock Deferral Plan allows non-management directors to defer up to 100% of their restricted stock unit award. Messrs. Fernandez, Knocke and Kostelnik participated in the Director Stock Deferral Plan in 2021 and each elected to defer his 2022 restricted stock unit award.

Participant directors are not eligible to receive a matching contribution with respect to their elective deferrals. While deferred, a participant director’s account will continue to track the value of our common stock. A participant director’s deferred compensation account will be distributed in a lump sum in the form of unrestricted common stock upon the earliest to occur of a separation from service, disability, or death.

Stock Ownership and Retention Policy for Non-Management Directors

Non-management directors are expected to acquire and hold during their service on the Board shares of our common stock equal in value to at least five times the annual Board cash retainer paid to our non-management directors (excluding any retainer paid for service on a Board committee). Directors have five years from their initial election to the Board to meet the target stock ownership requirements.

Directors are required to continuously own sufficient shares to meet the stock ownership requirements once attained. Until the directors attain compliance with the stock ownership policy, the directors will be required to hold 50% of the shares of common stock received from any equity award. If a director attains compliance with the stock ownership policy and subsequently falls below the requirement because of a decrease in the price of our common stock, the director will be deemed in compliance provided that the director retains the shares then held.

As of December 31, 2021, all of our then-current non-management directors were in compliance with the stock ownership policy or were within the five-year grace period provided under the stock ownership policy.

Anti-Hedging and Anti-Pledging Policy

All of our directors are subject to our Insider Trading Policy which, among other things, prohibits directors from entering into short sales or hedging or pledging shares of our common stock. The anti-hedging policy contained in our Insider Trading Policy specifically prohibits directors and their designees from purchasing financial instruments or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the

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market value of Company securities (or derivatives thereof), including through, among other mechanisms, the purchase of financial instruments (such as prepaid variable forward contracts, equity swaps, collars, and exchange funds) or other transactions that are designed to hedge or offset any decrease in the market value of shares of our common stock, regardless of how the securities (or derivatives thereof) were acquired. Additionally, all employees, including our named executive officers, are prohibited from holding shares of our common stock in a margin account or otherwise pledging shares of our common stock as collateral for a loan.

Director Compensation Table

The table below sets forth the compensation earned by each of our non-management directors in 2021.

Name(1)(2) |  | Fees Earned or Paid in Cash(3) |  |  | Stock Awards(4) |  |  | Total |
Anne-Marie N. Ainsworth |  |  | $146,700 |  |  |  | $140,030 |  |  |  | $286,730 |
Anna C. Catalano |  |  | $133,200 |  |  |  | $140,030 |  |  |  | $273,230 |
Leldon E. Echols |  |  | $156,575 |  |  |  | $140,030 |  |  |  | $296,605 |
Manuel J. Fernandez |  |  | $154,913 |  |  |  | $140,030 |  |  |  | $294,943 |
R. Craig Knocke |  |  | $133,988 |  |  |  | $140,030 |  |  |  | $274,018 |
Robert J. Kostelnik |  |  | $151,200 |  |  |  | $140,030 |  |  |  | $291,230 |
James H. Lee |  |  | $154,350 |  |  |  | $140,030 |  |  |  | $294,380 |
Franklin Myers |  |  | $317,700 |  |  |  | $140,030 |  |  |  | $457,730 |
Michael E. Rose |  |  | $140,850 |  |  |  | $140,030 |  |  |  | $280,880 |

(1) | Mr. Jennings is not included in this table because he received no additional compensation for his service as a director. The compensation earned by Mr. Jennings in 2021 is shown under “Executive Compensation—Summary Compensation Table.”

(2) | Messrs. Matthews and Szydlowski are not included in this table because they did not serve on the Board in 2021. They were each appointed to the Board effective March 15, 2022 in connection with the closing of the Sinclair Transactions.

(3) | Certain amounts reported as earned or paid in this column for Messrs. Myers, Fernandez and Knocke were deferred into our NQDC Plan.

(4) | Represents the aggregate grant date fair value of 4,180 restricted stock units granted to each non-management director on November 10, 2021 for the 2022 fiscal year (the “2022 Director Awards”), determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation, excluding the effect of estimated forfeitures. See Note 8 to our consolidated financial statements included in HollyFrontier’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for a discussion of the assumptions used in determining the FASB ASC Topic 718 grant date fair value of these awards.

| Because the 2022 Director Awards were granted during 2021, they are reported in the “Stock Awards” column of the Director Compensation Table for 2021 rather than 2022 in accordance with SEC rules. The annual restricted stock unit awards for the 2021 fiscal year were granted on November 13, 2020 and were reported in the “Stock Awards” column of the Director Compensation Table for 2020 rather than 2021 in accordance with SEC rules. For additional information regarding the annual restricted stock unit awards and grant process for non-management directors, please see “—Equity Awards” above.

| The 2022 Director Awards will vest on December 1, 2022, subject to continued service on the Board. As of December 31, 2021, the 2022 Director Awards were the only outstanding equity awards held by our non-management directors. As noted above, Messrs. Fernandez, Knocke and Kostelnik each deferred their entire restricted stock unit award granted to them in 2021.

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Advisory Vote on the Compensation of Our Named Executive Officers

(Proposal 2)

Section 14A(a)(1) of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related material contained in this proxy statement.

In accordance with the preference expressed by our stockholders at our annual meeting in 2017, the Board determined that we would provide this opportunity annually until the next non-binding stockholder advisory vote on the frequency of future advisory votes on executive compensation at the 2023 Annual Meeting of Stockholders. As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation programs are primarily designed to (i) attract, motivate and retain our named executive officers, who are critical to our success, (ii) provide incentives for our named executive officers to achieve and exceed our operational, financial and strategic goals and (iii) align the interests of our named executive officers with those of our stockholders. Under these programs, compensation for our named executive officers is tied to performance, including our financial results and stockholder returns. Please read the information under “Compensation Discussion and Analysis,” and review the compensation tables and narratives that follow, for additional details about our executive compensation programs, including information about the compensation of our named executive officers in 2021.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensatory philosophy, policies and practices described in this proxy statement. Because your vote is advisory, it will not be binding on the Compensation Committee, the Board or the Company. However, the Board and the Compensation Committee will review the voting results and take those results into consideration when making future decisions regarding executive compensation.

Required Vote and Recommendation

The advisory vote on the compensation of named executive officers requires the approval of a majority of the votes cast on the proposal.

|  |  |  | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC, INCLUDING AS DISCLOSED IN THE “COMPENSATION DISCUSSION AND ANALYSIS” SECTION, THE ACCOMPANYING COMPENSATION TABLES AND ANY RELATED MATERIAL CONTAINED IN THIS PROXY STATEMENT.

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Executive Officers

The following sets forth information regarding the executive officers of the Company as of April 14, 2022:

Name |  | Age |  | Position
Michael C. Jennings |  | 56 |  | Chief Executive Officer
Richard L. Voliva III |  | 45 |  | Executive Vice President and Chief Financial Officer
Timothy Go |  | 55 |  | President and Chief Operating Officer
Thomas G. Creery |  | 64 |  | President, Renewables
Vaishali S. Bhatia |  | 39 |  | Senior Vice President, General Counsel and Secretary
Bruce A. Lerner |  | 55 |  | President, Lubricants & Specialties

Information regarding Mr. Jennings is included above under “Election of Directors.”

|  | Richard L. Voliva III has served as Executive Vice President and Chief Financial Officer of the Company since March 2017. He previously served as Senior Vice President, Strategy of the Company from June 2016 to March 2017. Mr. Voliva has served as President of HLS since January 2020. He previously served as Executive Vice President and Chief Financial Officer of HLS from March 2017 to January 2020, Senior Vice President and Chief Financial Officer of HLS from July 2016 to March 2017, Vice President and Chief Financial Officer of HLS from October 2015 to July 2016, Vice President, Corporate Development of HLS from February 2015 to October 2015 and Senior Director, Business Development of HLS from April 2014 to February 2015. Prior to joining HLS, Mr. Voliva was an analyst at Millennium Management LLC, an institutional asset manager, from April 2011 to April 2014, an analyst at Partner Fund Management, L.P., a hedge fund, from March 2008 to March 2011 and Vice President, Equity Research at Deutsche Bank from June 2005 to March 2008. Mr. Voliva is a CFA Charterholder.
|  | Timothy Go has served as President and Chief Operating Officer of the Company since November 2021. He served as Executive Vice President and Chief Operating Officer of the Company from June 2020 to November 2021. Prior to joining the Company, Mr. Go served as Chief Executive Officer of the general partner of Calumet Specialty Products Partners, L.P., an independent producer of specialty hydrocarbon products, from January 2016 to April 2020 and retired from Calumet in June 2020. Prior to joining Calumet, Mr. Go served as Vice President, Operations of Flint Hills Resources, LP, a wholly-owned subsidiary of Koch Industries, Inc., from July 2012 to September 2015 and as Vice President, Operations Excellence of Flint Hills Resources, LP from June 2011 to July 2013. Mr. Go served as Managing Director, Operations Excellence of Koch Industries, Inc. from August 2008 to 2011. Prior to joining Koch Industries, Mr. Go held various roles of increasing responsibility in downstream operations during his 18 years at ExxonMobil Corporation.
|  | Thomas G. Creery has served as President, Renewables since June 2020 and President of HollyFrontier Refining & Marketing LLC since February 2017. He previously served as Senior Vice President, Commercial of the Company from January 2016 to March 2021, Vice President, Crude Supply from October 2008 to January 2016 and Vice President, Crude Supply and Planning from January 2006 to October 2008. Prior to joining the Company, Mr. Creery held various roles at Unocal Corporation for 25 years in a number of locations, including Calgary, Los Angeles, Singapore and Houston.

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|  | Vaishali S. Bhatia has served as Senior Vice President and General Counsel of the Company since November 2019 and Secretary of the Company since August 2019. She previously served as Chief Compliance Officer of the Company from August 2019 to January 2020, Acting General Counsel of the Company from August 2019 to November 2019, Assistant General Counsel of the Company from May 2017 to August 2019, Assistant Secretary of the Company from May 2012 to August 2019 and Counsel of the Company from October 2011 to May 2017. Ms. Bhatia has also served as Senior Vice President and General Counsel of HLS since November 2019 and Secretary of HLS since August 2019. She served as Chief Compliance Officer of HLS from August 2019 to January 2020, Acting General Counsel of HLS from August 2019 to November 2019, Assistant General Counsel of HLS from May 2017 to August 2019, Assistant Secretary of HLS from January 2013 to August 2019 and Counsel of HLS from October 2011 to May 2017. Prior to joining the Company, Ms. Bhatia was an associate at Jones Day.

|  | Bruce A. Lerner has served as President, Lubricants & Specialties since June 2020. Prior to joining the Company, Mr. Lerner served as President and Chief Executive Officer of PeroxyChem, LLC, a manufacturer of persulfates, remediation technologies and adjacent chemistries, from March 2014 to February 2020 and Vice President & Global Business Director, FMC Peroxygens of FMC Corporation from February 2007 to February 2014 when the business unit was divested to become PeroxyChem. Prior to then, Mr. Lerner held various roles at Engelhard Corp. and BASF Corp. Mr. Lerner currently serves on the board of directors of Vishay Precision Group, Inc.

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Compensation Discussion and Analysis

Executive Summary

This compensation discussion and analysis provides information about our compensation objectives and policies, as determined by the Compensation Committee. In addition, the compensation discussion and analysis is intended to place in perspective the information contained in the executive compensation tables that follow this discussion.

Overview

We hold our executive officers accountable for our performance and for maintaining a culture of safety, integrity, teamwork and ownership. For 2021, our “named executive officers” or “NEOs” were:

Name |  | Position as of December 31, 2021
Michael C. Jennings |  | Chief Executive Officer
Richard L. Voliva III |  | Executive Vice President and Chief Financial Officer
Timothy Go |  | President and Chief Operating Officer
Thomas G. Creery |  | President, Renewables
Vaishali S. Bhatia |  | Senior Vice President, General Counsel and Secretary

The titles listed above for each of our NEOs were current as of December 31, 2021. Certain of the officers served in other positions throughout the 2021 year. Mr. Go was promoted to President and Chief Operating Officer effective November 10, 2021, from the position of Executive Vice President and Chief Operating Officer. In connection with Mr. Go’s promotion, Mr. Jennings, who previously served as both the President and Chief Executive Officer of the Company, began to serve solely in the role of Chief Executive Officer. Mr. Creery was previously our Senior Vice President, Commercial, but effective March 29, 2021, we announced that his role would change to focus solely on the Renewables business as the President, Renewables.

The compensation of our named executive officers is also presented in the tables and related information provided under “Executive Compensation” below.

Certain of our named executive officers also provide services to our wholly-owned subsidiaries, HLS, and HEP. HLS is the general partner of HEP Logistics Holdings, L.P., which is the general partner of HEP. We own a 47% limited partner interest and a non-economic general partner interest in HEP. During 2021, Mr. Jennings, Mr. Voliva and Ms. Bhatia also served as executive officers of HLS and split their professional time between HEP and us. Mr. Jennings, Mr. Voliva and Ms. Bhatia did not receive any compensation from HLS or HEP during 2021.

In accordance with SEC rules, a portion of the compensation paid by us to them for 2021 was allocated to the services Messrs. Jennings and Voliva and Ms. Bhatia each performed for HLS and HEP during 2021 and was included in the Compensation Discussion and Analysis and the accompanying narratives and tables contained in HEP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “HEP Form 10-K”). The total compensation paid and other benefits made available to Mr. Jennings, Mr. Voliva and Ms. Bhatia in 2021 by us, including amounts disclosed in HEP’s Form 10-K for the year ended December 31, 2021, are disclosed below.

2021 Business Highlights

• |  | Reported net income attributable to HollyFrontier stockholders of $558 million or $3.39 per diluted share and adjusted net income of $250 million or $1.52 per diluted share for the year

• |  | Reported realized gross refining margins of $10.89 per produced barrel sold

• |  | Reported operating cash flow of $407 million

• |  | Completed acquisition of the Puget Sound refinery, a 149,000 barrel per day facility in Anacortes, Washington, that provides the Company with access to the premium Northwest region and advantaged Canadian crude

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• |  | Announced the strategic acquisition of Sinclair’s branded marketing, renewable diesel, refining and midstream businesses to support diversification and scaling of our asset base, which closed on March 14, 2022

These results were taken into account in awarding 2021 annual incentive bonuses to our named executive officers. We believe the total compensation received by our named executive officers for 2021 was reflective of Company and individual performance for the year.

Say-on-Pay Vote

At our 2021 annual meeting of stockholders, our stockholders had an opportunity to cast an advisory vote on executive compensation. At that meeting, over 94% of the votes cast by our stockholders were voted in support of our executive pay program. The Compensation Committee believes this affirms our stockholders’ support of our approach to executive compensation, and the Compensation Committee did not make any material changes to its executive compensation program in 2021 based on the results of the advisory vote. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the named executive officers.

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Stockholder-Friendly Features of Our Executive Compensation Program

The following are highlights of our compensation programs, which continue to contain stockholder-friendly features:

What We Do
✓We pay for performance. For equity awards granted in 2021, 65% of our Chief Executive Officer’s (and 50% of our other executive officers’) equity awards vest based on the Company’s stock and financial performance relative to that of our industry peers over a three-year performance period. In 2021, 100% of our Chief Executive Officer’s (and a majority of our other executive officers’) annual bonus was based on the Company’s financial and operational performance as measured against pre-established goals and, in certain circumstances, relative to our industry peers. Annual bonuses paid to our executive officers may be capped at 50% of the individual’s target bonus if the Company does not achieve positive operating income on a consolidated basis. ✓We seek independent advice. We engage independent consultants to review executive compensation and provide advice to the Compensation Committee. ✓We provide minimal perquisites. Our executive officers are provided minimal perquisites by the Company. The perquisites provided must serve a business, convenience or security purpose for the Company. ✓We provide for “double trigger” provisions in agreements with our executives. Our equity award agreements and change in control severance agreements with our executives contain “double trigger” provisions. ✓We have significant stock retention requirements. We maintain a stock ownership policy for officers and directors. Our Chief Executive Officer is required to own 6x his base salary in Company stock. ✓We have a Clawback Policy. Our Clawback Policy requires the return of annual and long-term incentive compensation upon the occurrence of a material financial restatement or upon certain acts of misconduct. ✓We seek stockholder input. We provide our stockholders with the opportunity to provide an advisory vote on our executive compensation program on an annual basis.

What We Don’t Do
×We do not have employment agreements with any of our executive officers. None of our executive officers are party to an employment agreement with the Company. ×We do not allow hedging or pledging. Our policies prohibit the hedging and pledging of Company stock by directors and officers. ×We do not provide tax reimbursements or gross-up provisions. Our change in control severance agreements with our executive officers do not include tax reimbursement or gross-up provisions. ×We do not maintain executive benefit plans. Our executives participate in the same benefit plans available generally to our salaried employees, such as medical, dental, vision, long-term and short-term disability and life insurance. We do not maintain separate “executive” plans for any of these benefits.

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Philosophy and Objectives of Executive Compensation Program Pay-for-Performance Philosophy Our compensation programs are designed to remunerate named executive officers in accordance with a pay-for-performance philosophy. As such, the compensation programs are intended to provide incentives to our named executive officers, as well as other employees, to maximize operational performance and stockholder value, which in turn affects the overall compensation earned by our management. Generally, each named executive officer’s total direct compensation is heavily influenced by company and individual performance measures. The majority of our named executive officers’ compensation is performance-based, at-risk pay in the form of both short-term and long-term incentives. Objectives In designing the compensation program for named executive officers, the Compensation Committee sought to achieve the following key objectives: • Attract and Retain Talented and Productive Executives. The compensation program should provide each named executive officer with a total compensation opportunity that is competitive within the market. This objective is intended to ensure that we are able to attract and retain executive officers while maintaining an appropriate cost structure. • Motivate Executives. The compensation program should provide incentives for our named executive officers to achieve and exceed our operational, financial and strategic goals. • Align with Stockholders. The compensation program should align named executive officers’ interests with those of our stockholders, promoting actions that will have a positive long-term impact on total stockholder return. • Transparent Compensation. The elements of the compensation program should be easily understood by both our executive officers and our stockholders.

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Components of Our Executive Compensation Program During 2021

The components of the compensation program for our named executive officers during 2021 were:

|  | Component |  | Description |  | Role in Total Compensation
Cash |  | Salary |  | •Competitive fixed cash compensation based on individual’s position, level of responsibility and performance |  | •A core element of competitive total compensation, important in attracting and retaining key executives
| Annual Incentive Cash Compensation |  | •Variable cash payouts based on achievement of quantitative and qualitative criteria over a 12-month period |  | •Motivates named executive officers to achieve annual strategic, operational and financial goals •Recognizes individual and performance-based contributions to annual results •Supplements base salary to help attract and retain qualified executives
Equity |  | Restricted Stock Units |  | •Vest in equal installments over a three-year period |  | •Aligns executives with sustained long-term value creation and stockholder interests
| Performance Share Units |  | •Three-year performance period with specified, measurable and objective performance measures |  | •Motivates named executive officers to achieve long-term financial goals and share appreciation •Creates opportunity for a meaningful and sustained ownership stake
Benefits |  | 401(k) Defined Contribution and Health and Welfare |  | •Executives are eligible to participate in the same benefit plans provided to other employees |  | •Contributes toward financial security for various life events (e.g., retirement, disability or death)
| Benefit Plans Deferred Compensation Plan |  | •Allows participants to defer compensation in excess of qualified plan limits |  | •Provides mechanism for additional retirement savings
Post-Termination Compensation |  | Change in Control and Severance Benefits |  | •Provide benefits only in the event of a qualifying termination of employment following a change in control transaction |  | •Helps mitigate possible disincentives to pursue value-added merger or acquisition transactions if employment prospects are uncertain •Provides assistance with transition if post-transaction employment is not offered
Other |  | Perquisites |  | •Personal use of company aircraft for CEO and CFO (subject to reimbursement of all aggregate incremental costs associated with personal use) •Reimbursement of club dues •Relocation benefits •Reimbursement of expenses related to security training, consulting or technology •Reserved parking space •Reimbursement of expenses related to certain entertainment expenses •Limited benefits associated with executive team-building and strategy planning events |  | •Serves a business, convenience or security purpose for the Company; Compensation Committee’s policy is to limit the number and value of perquisites provided to executive officers

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Each of the components of the compensation program for our named executive officers is described in further detail in the narrative that follows. Specific information regarding 2021 compensation is included below in the section titled “2021 Executive Compensation Decisions.”

Base Salary

Base salaries provide named executive officers with a predictable level of income. The Compensation Committee reviews base salaries annually and determines base salaries on the basis of market practices and each executive’s position, level of responsibility, individual performance and position relative to other executives and other compensation elements. The Compensation Committee also reviews competitive market data relevant to each position provided by the independent compensation consultant.

Annual Incentive Cash Compensation

Under our annual incentive cash compensation program, named executive officers are eligible for cash bonuses that are designed to attract and retain senior leadership, reward achievement of financial and business goals and align executives’ interests with stockholders. Annual incentive cash opportunities for our named executive officers are reviewed annually.

Long-Term Equity Incentive Compensation

The Compensation Committee oversees the administration of the equity plan and grants equity incentive awards to qualifying employees at its discretion. Annual awards are typically made during the fourth quarter of the year preceding the year to which the awards relate.

We view long-term equity incentive compensation as the cornerstone of the executive compensation program because we believe:

• |  | equity incentives and the related vesting periods help attract and retain executives capable of executing our business strategies;

• |  | the value received by the recipient of equity incentives is aligned with long-term value creation for our stockholders; and

• |  | equity incentives provide the closest link between our performance and the executives’ compensation.

In determining the appropriate amount and type of long-term equity incentive awards to be made, the Compensation Committee considers a named executive officer’s position, scope of responsibility, base salary, performance and market compensation information for executives in similar positions in similar companies and prior awards. In addition, the Compensation Committee has historically considered the recommendations of our Chief Executive Officer, except in regard to his own equity awards.

Change in Control and Severance Benefits

Severance and change in control protections are provided to our named executive officers pursuant to the terms of outstanding awards granted under the equity plan and pursuant to change in control severance agreements. The award agreements related to outstanding restricted stock units and performance share units granted to our named executive officers include accelerated vesting provisions in the event of certain terminations of employment, including in connection with a change in control. For additional information about these provisions, see “Executive Compensation—Potential Payments Upon Termination or Change in Control.” In addition, we have entered into change in control severance agreements with each of our named executive officers, as described below. These agreements are designed to provide benefits only in the event of a qualifying termination of employment following a change in control transaction, and do not provide any benefits without a termination of employment. None of the change in control severance agreements we have with our named executive officers contain any tax reimbursement provisions in the event a named executive officer receives potential parachute payments under Section 280G of the Code. For additional information about the severance benefits provided under the change in control agreements, see “Executive Compensation—Potential Payments Upon Termination or Change in Control.”

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Retirement Benefits and Perquisites

Retirement Plans

Defined Contribution Plan. For 2021, our named executive officers were able to participate in the HollyFrontier Corporation 401(k) Retirement Savings Plan (now known as the HF Sinclair Corporation 401(k) Retirement Savings Plan), which is a tax-qualified defined contribution plan (the “401(k) Plan”). Employees who are not eligible to participate in the NQDC Plan may contribute amounts between 0% and 75% of their eligible compensation to the 401(k) Plan, while employees who are eligible to participate in the NQDC Plan may contribute amounts between 0% and 50% of their eligible compensation to the 401(k) Plan. Employee contributions that were made on a tax-deferred basis were generally limited to $19,500 for 2021, with employees 50 years of age or over able to make additional tax-deferred contributions of $6,500.

For 2021, we made a retirement contribution of 3% to 8% of the participating employee’s eligible compensation under the 401(k) Plan, subject to applicable limitations under the Code, based on years of service, as follows:

Years of Service |  | Retirement Contribution (as percentage of eligible compensation)
Less than 5 years |  | 3%
5 to 10 years |  | 4%
10 to 15 years |  | 5.25%
15 to 20 years |  | 6.5%
20 years and over |  | 8%

In addition to the retirement contribution, in 2021, we made matching contributions to the 401(k) Plan equal to 100% of the first 6% of each participating employee’s eligible compensation up to compensation limits. In 2021, all of our named executive officers participated in the 401(k) Plan and received matching contributions and the retirement contribution. Matching contributions vest immediately and retirement contributions are subject to a three-year cliff-vesting period.

Effective as of the closing of the Sinclair Transactions, the 401(k) Plan was assumed by HF Sinclair Corporation and the plan name was changed to the HF Sinclair Corporation 401(k) Retirement Savings Plan.

Deferred Compensation Plan. Certain of our employees, including our named executive officers, were also eligible to participate in the NQDC Plan in 2021. The NQDC Plan provides certain members of management and other highly compensated employees an opportunity to defer compensation in excess of qualified retirement plan limitations on a pre-tax basis and accumulate tax-deferred earnings to achieve their financial goals.

Participants in the NQDC Plan can contribute between 1% and 50% of their eligible earnings, which includes base salary and bonuses, to the NQDC Plan. Participants in the NQDC Plan are also eligible to receive certain employer-provided contributions, including but not limited to matching contributions, retirement contributions and nonqualified non-elective contributions. Matching contributions and retirement contributions represent contribution amounts that could not be made under the 401(k) Plan due to limitations on tax-qualified plans under the Code. We do not provide any subsidized returns or guarantee of returns on compensation deferred by our named executive officers or other participants in the NQDC Plan, nor do we require the participants to meet the 401(k) Plan contribution limits prior to deferring contributions into the NQDC Plan. For more information regarding this plan, see “Executive Compensation—Nonqualified Deferred Compensation.”

Other Benefits and Perquisites

All of our executive officers are eligible to participate in the same benefit plans available generally to our salaried employees, such as medical, dental, vision, long-term and short-term disability and life insurance. We do not maintain separate “executive” plans for any of these benefits. We also make relocation benefits available to our salaried employees, including our named executive officers.

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During 2021, Mr. Jennings and Mr. Voliva were permitted to use the company aircraft for personal travel, subject to a requirement that they reimburse us for all aggregate incremental costs associated with their personal use, including fuel costs, landing fees, catering charges, pilot overnight expenses and other similar charges incurred by us. In addition, we permit a named executive officer’s family member to accompany the executive on a flight when the executive is traveling for business. No additional direct operating cost is incurred by us in such situations, but to the extent that Internal Revenue Service guidelines cause us to impute income to the named executive officer for such family member travel, and that travel is not business-related, the associated tax liability is the responsibility of the executive.

During 2021, we also reimbursed monthly club dues for Messrs. Jennings, Voliva, and Go. The Compensation Committee believes that a club membership assists these named executive officers in performing their responsibilities by providing a means for business entertainment and networking. In addition, we may reimburse our executive officers for limited entertainment expenses that we deem to serve a business purpose and provide personal benefits to our executive officers in limited circumstances associated with executive team-building and strategy planning events. We also provide reserved parking spaces for our executive officers.

Role of Compensation Committee in Establishing Compensation

The Compensation Committee administers our executive compensation programs. The role of the Compensation Committee is to review and approve the compensation to be paid to executive officers, including the named executive officers, and to review the compensation policies and practices for all of our employees to verify that they do not create unreasonable risks for us or our stockholders.

In setting compensation for executive officers, the Compensation Committee considers, among other things, recommendations by its independent compensation consultant and management and the compensation of similarly situated executives in comparable businesses. In addition, the Compensation Committee annually reviews total compensation paid to the named executive officers for the prior year and, with the assistance of management, proposes long-term incentive compensation awards.

Role of Executive Officers in Establishing Compensation

Our Chief Executive Officer makes compensation recommendations to the Compensation Committee for the executive officers, including the named executive officers (except with respect to his own compensation). Management provides financial and compensation data to the Compensation Committee for its review in setting compensation and gives guidance as to how the data impacts performance goals set by the Compensation Committee. This data includes:

• |  | our financial performance for the current year compared to the preceding year;

• |  | performance evaluations of the named executive officers (other than for the Chief Executive Officer, who is evaluated by the Compensation Committee); and

• |  | compensation provided to the named executive officers in previous years.

Given the day-to-day familiarity that the Chief Executive Officer has with the work performed by the other named executive officers, the Compensation Committee values his recommendations. However, the Compensation Committee makes all final decisions as to the compensation of the named executive officers.

Role of Compensation Committee Consultant in Establishing Compensation

In December 2017, the Compensation Committee engaged Meridian as the independent compensation consultant to the Compensation Committee, to provide advice relating to executive compensation matters. In 2020, the Compensation Committee received competitive market data and related observations and advice from Meridian with respect to the development and structure of our executive compensation program for 2021. As discussed above under “The Board, its Committees and its Compensation—Board Committees—Compensation Committee,” the Compensation Committee has concluded that we do not have any conflicts of interest with Meridian.

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Market Review

We regularly compare our executive compensation program with market information regarding salary levels and incentive awards and programs. The purpose of this analysis is to provide a frame of reference in evaluating the reasonableness and competitiveness of our executive compensation as compared to that of companies within the energy industry that are generally comparable in size and scope of operations to us. As detailed below, our compensation peer group includes refining companies as well as companies that are in comparable chemical and processing-oriented industries due to the limited number of comparably-sized refiners.

Market pay levels for named executive officers are obtained from the SEC filings of the companies in our compensation peer group. We supplement this data with, and obtain data for our named executive officers from, various sources, including published compensation surveys, which cover our industry sector and labor market. As a component of setting 2021 compensation, the Compensation Committee reviewed a study of compensation paid to our named executive officers prepared by Meridian.

The following companies comprised the 2021 compensation peer group reviewed and approved by the Compensation Committee:

• |  | Alcoa Corporation

• |  | Celanese Corporation

• |  | CVR Energy, Inc.

• |  | Delek US Holdings, Inc.

• |  | Eastman Chemical Company

• |  | Ecolab Inc.

• |  | Huntsman Corporation

• |  | International Paper Company

• |  | LyondellBasell Industries N.V.

• |  | Nucor Corporation

• |  | PBF Energy Inc.

• |  | PPG Industries Inc.

• |  | The Goodyear Tire & Rubber Company

• |  | The Mosaic Company

• |  | The Sherwin-Williams Company

• |  | United States Steel Corporation

• |  | Westlake Chemical Corporation

Based on recommendations by Meridian, the 2021 compensation peer group is comprised of the same companies which were used as the 2020 compensation peer group. The 2021 compensation peer group is different than the 2021 Incentive Peer Group (defined below), which is used as a market comparison when determining payouts of certain performance-based incentive awards granted to named executive officers. See “—2021 Executive Compensation Decisions—Annual Incentive Cash Compensation” for a further discussion of the 2021 Incentive Peer Group and the reasons for the differences from the 2021 compensation peer group.

2021 Executive Compensation Decisions

The Compensation Committee generally established 2021 total direct compensation, including base salary, annual incentive cash compensation and long-term equity incentive compensation awards, for our named executive officers at pay levels in a range around the market median, however, executives may be positioned above or below this range for various reasons such as experience, tenure or performance. In the fourth quarter of 2020, the Compensation Committee utilized the market data provided by Meridian and internal evaluations of Messrs. Jennings, Voliva, Go, Creery and Ms. Bhatia to establish total compensation opportunities for Messrs. Jennings, Voliva, Go, Creery and Ms. Bhatia that were consistent with this objective.

Based on the 2021 annual review of compensation, the Compensation Committee believes that 2021 compensation for the named executive officers reflects appropriate allocation of compensation between salary, bonuses and equity compensation, with a majority of the compensation being performance-based, at-risk pay in the form of both short-term and long-term incentives.

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Base Salary

The Compensation Committee establishes base salaries that are competitive with the market to provide our named executive officers with compensation consistent with their responsibilities, experience, and individual performance, as well as with our peers. In the fourth quarter of 2020, the Compensation Committee conducted its annual review of base salaries and market survey data for our named executive officers and determined that increases in the base salaries for the named executive officers were warranted based on factors such as our financial performance, market levels of compensation for comparable positions and internal pay equity.

The following table sets forth the base salaries for 2020 and 2021 of our named executive officers:

Name and Title |  | 2020 Base Salary |  |  | 2021 Base Salary(1) |  |  | Percentage Change |
Michael C. Jennings(2) Chief Executive Officer |  | $ | 1,140,000 |  |  | $ | 1,080,000 |  |  |  | (5.3)% |
Richard L. Voliva III Executive Vice President and Chief Financial Officer |  | $ | 675,000 |  |  | $ | 695,000 |  |  |  | 3.0% |
Timothy Go President and Chief Operating Officer |  | $ | 750,000 |  |  | $ | 770,000 |  |  |  | 2.7% |
Thomas G. Creery President, Renewables |  | $ | 525,000 |  |  | $ | 540,000 |  |  |  | 2.9% |
Vaishali Bhatia Senior Vice President, General Counsel and Secretary |  |  | N/A |  |  | $ | 475,000 |  |  |  | N/A |

(1) | Represents the base salaries effective January 1, 2021. For the actual base salaries paid to our named executive officers during 2021, please see the “Summary Compensation Table” below. As this is Ms. Bhatia’s first year as an NEO, her salary for the 2020 year is not reflected.

(2) | Effective upon his appointment as Chief Executive Officer and President of the Company on January 1, 2020, Mr. Jennings’ base salary was set at $1,200,000. In June 2020, in light of economic conditions and other expense reduction actions being taken by the Company, Mr. Jennings proposed a mid-year reduction of 10% to his base salary that was approved by the Compensation Committee and reduced his salary to $1,080,000 effective July 1, 2020. The base salary shown in the table above for 2020 reflects the average of Mr. Jennings’ base salary during 2020 and therefore will not be identical to the amounts reflected in the “Summary Compensation Table” below for 2020. There was no increase to Mr. Jennings’ base salary for 2021. The percentage change for Mr. Jennings represents the different between the average of Mr. Jennings’ base salary during 2020 and his base salary during 2021.

Annual Incentive Cash Compensation

In the fourth quarter of 2020, the Compensation Committee approved target award levels as well as all other terms of the annual incentive cash compensation awards granted to our named executive officers for 2021. The Compensation Committee made no changes from the prior year to the annual incentive cash compensation target percentages for 2021 for the named executive officers. In addition, annual incentive cash awards are capped to avoid encouraging an excessive short-term focus, potentially at the expense of long-term performance.

The annual incentive cash compensation awards are subject to the performance measures set forth in the table below. In September 2021, the Compensation Committee reassessed Mr. Jennings’ potential award and made the decision to eliminate the subjective criteria within his strategic and individual measures. The Compensation Committee determined that it would be appropriate for our Chief Executive Officer’s annual incentive award to be more formulaic, objective, and 100% tied to our performance (which is also more closely aligned with our stockholders interests).

Beginning with the 2021 annual incentive cash compensation awards, awards are subject to a bonus hurdle that may limit the named executive officers’ target bonus to 50% of the individual’s target bonus if the Company does not achieve positive adjusted operating income for the applicable fiscal year. Adjusted operating income of the Company means earnings before interest and taxes as reported in the Company’s audited consolidated financial statements and is calculated as net income (loss) attributable to HF Sinclair stockholders plus (i) interest expense, net of interest income, and (ii) income tax expense plus adjustments for extraordinary items, other unusual or non-recurring items, each as determined in accordance with generally accepted accounting principles and identified in the financial

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statements, notes to the financial statements or management’s discussion and analysis. The bonus hurdle better aligns executive rewards with shareholder returns and reinforces our objective of paying for performance.

2021 Annual Incentive Award Opportunities at Minimum, Target and Maximum Payouts

The following table sets forth the minimum, target and maximum award opportunities (as a percentage of annual base salary) for our applicable named executive officers for 2021, and the portion of each named executive officer’s target award opportunity that is allocated to each performance measure (as a percentage of the target award opportunity).

|  | Award Opportunities |  |  | Allocation Among Performance Measures (as a percentage of the annual bonus award) |
Name |  | Minimum |  |  | Target |  |  | Maximum |  |  | Financial Measures |  |  | Operational Measures |  |  | Strategic and Individual Measures |
Michael C. Jennings |  |  | 50 | % |  |  | 150 | % |  |  | 300 | % |  |  | 60 | % |  |  | 40 | % |  |  | N/A |
Richard L. Voliva III |  |  | 50 | % |  |  | 90 | % |  |  | 180 | % |  |  | 40 | % |  |  | 40 | % |  |  | 20 | %
Timothy Go |  |  | 50 | % |  |  | 100 | % |  |  | 200 | % |  |  | 40 | % |  |  | 40 | % |  |  | 20 | %
Thomas G. Creery |  |  | 50 | % |  |  | 80 | % |  |  | 160 | % |  |  | 40 | % |  |  | 40 | % |  |  | 20 | %
Vaishali S. Bhatia |  |  | 50 | % |  |  | 80 | % |  |  | 160 | % |  |  | 40 | % |  |  | 40 | % |  |  | 20 | %

To facilitate timely determination of award payouts, the measurement period for each of the metrics above covers four consecutive quarters starting with the fourth quarter of the preceding year (2020) and ending with the third quarter of the following year (2021). The award payout for each named executive officer is calculated based on the annual base salary earnings received by each named executive officer during the measurement period.

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Performance Measures

The 2021 annual incentive awards were subject to our achievement of specified levels of performance with respect to financial, operational, and strategic and individual performance measures. The following table sets forth the various components for each measure.

Performance Measure (percentage of the annual bonus awards) |  |  |  | Components (percentage of each performance measure) |  |  |  | How It’s Measured (percentage of each component)
FINANCIAL (40%)— aligns the financial interests of our executive officers with the interests of our stockholders |  |  |  |  |  |  |  | Percentile Rank vs. Incentive Peer Group Cumulative EBITDA performance of our three Business Segments plus unallocated corporate expense vs. Cumulative Target for our three Business Segments
OPERATIONAL (40%)—reflects key business objectives and drives our overall performance |  |  |  |  |  |  |  | Environmental, Health and Safety (40%) (3) •  Safety and Health •  Process Safety Events •  Community Events •  Regulatory and Environmental Events Reliability (40%) (4) •  Solomon Operational Availability Operating Expense vs. Budget (20%) (5) Environmental, Health and Safety (40%) (6) •  Recordable Injury Rate •  Lost Time Injury •  Vehicle Incidents •  Employee Based Environmental Releases Reliability (40%) (7) •  Solomon Liquid Pipeline Availability Operating Expense vs. Budget (20%) (5) Environmental, Health and Safety (40%) (8) •  Safety and Health •  Process Safety Events •  Community Events •  Regulatory and Environmental Events Reliability (40%) (9) •  Solomon Operational Availability Operating Expense vs. Budget (20%) (5)
STRATEGIC AND INDIVIDUAL (20%)—promotes accountability, enhances our business objectives and drives individual growth |  |  |  | Relevant individual metrics for the Named Executive Officers other than the Chief Executive Officer to which the Strategic and Individual component does not apply |  |  |  | •  Strategic Development of the Company (and/or segments) •  Financial Stewardship •  Operational Excellence •  Organizational Development

(1) | Return on Capital Employed is defined as operating income before depreciation and amortization (excluding asset impairments, non-cash asset write-downs and inventory valuation gains or losses) divided by average capital employed during the period, where capital employed means the sum of (debt plus shareholders’ equity plus minority interests less cash and marketable securities less intangible assets less goodwill). If a member of the Incentive Peer Group ceases to be a public company during the measurement period (whether by merger, consolidation, liquidation or otherwise) or it fails to file financial statements with the SEC in a timely manner, it will be treated as if it had not been an Incentive Peer Group member for the entire measurement period.

(2) | Calculation of EBITDA for purposes of the annual cash incentive awards differs from the calculation of EBITDA as reported in our financial statements in that for purposes of the annual cash incentive awards, EBITDA does not include one-time items such as lower of cost or market adjustments, renewable identification number waivers granted by the Environmental Protection Agency, goodwill impairment charges and acquisition integration costs. In addition, for purposes of the annual cash incentive awards, the calculation also does not include EBITDA generated from acquired assets not originally included in the target award opportunity. Finally, for purposes of calculating EBITDA for purposes of the annual cash incentive awards, we add back income attributable to our non-controlling interests in HEP.

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(3) | For the Refining segment, the environmental, health and safety (“EHS”) metric is divided into four equally weighted measures. The payout is based on the Company’s EHS Risk Matrix and is determined by a points system (described below), where events are counted and have multipliers based on severity. Certain events on the EHS Risk Matrix nullify any bonus for a given measure and certain events on the EHS Risk Matrix have no impact on payout. Each measure is based on the average payout for each of the Company’s five U.S. refineries. The Safety and Health measure is subject to a maximum Total Recordable Incident Rate of 1.25x. If the Total Recordable Incident Rate for the five U.S. refineries exceeds 1.25x in the measurement period, this measure will payout at 0% regardless of actual performance on this measure.

(4) | For the Refining segment, the reliability metric is based on the weighted average Solomon Operational Availability for the Company’s five U.S. refineries.

(5) | Operating Expense includes all direct and controllable cash operating costs, which includes both operating costs and selling, general and administrative (SG&A) costs. Budgeted costs exclude asset write-downs, impairments, inventory valuation charges, unbudgeted litigation and legal settlement costs, environmental charges resulting from events which occurred prior to the beginning of the performance period, variable energy and utility costs, and unbudgeted bonus expenses and costs related to unbudgeted new capital assets brought online and acquisitions made during the period. The metric is based on the actual cash operating expense of each segment versus the budgeted cash operating expense for each segment.

(6) | For the HEP segment, the EHS metric is divided into the following four equally weighted measures:

| • |  | Recordable Injury Rate, which is based on the number of employees out of 100 that have been involved in a recordable event.

| • |  | Lost Time Injury, which is based on the number of injuries causing an employee to miss work.

| • |  | Vehicle Incidents, which is based on the number of incidents generating greater than $5,000 of property damage per 1,000,000 miles driven by HEP employees.

| • |  | Employee Based Environmental Releases, which is based on loss of containment caused by an employee that is reportable to either a state or federal agency.

(7) | For the HEP segment, the reliability metric is based on the weighted average Solomon Liquid Pipeline Availability.

(8) | For the Lubricants and Specialty Products segment, the EHS metric is divided into four equally weighted measures. The payout is based on the Company’s EHS Risk Matrix and is determined by a points system, where events are counted and have multipliers based on severity. Certain events on the EHS Risk Matrix nullify any bonus for a given measure and certain events on the EHS Risk Matrix have no impact on payout. Each measure is based on the performance of each of the Mississauga, Petrolia, and Amsterdam facilities.

(9) | For the Lubricants and Specialty Products segment, the reliability metric is based on a modified Solomon Operational Availability for the Petrolia and Amsterdam facilities and a true Solomon Operational Availability for the Mississauga facility.

Return on Capital Employed is one of the financial measures described in the above table, The determination of payouts under this financial measure is based on our return on capital employed against our “Incentive Peer Group” over a three-year performance period. For 2021 (and 2020), the Incentive Peer Group consisted of the following companies:

| • |  | CVR Energy, Inc.

| • |  | Delek US Holdings, Inc.

| • |  | Marathon Petroleum Corporation

| • |  | PBF Energy Corporation

| • |  | Phillips 66

| • |  | Valero Energy Corporation

We selected these companies because their collective performance is subject to the same external economic conditions we are facing as a company and as an industry as a whole. In addition, our management team and external investment analysts compare our results. The Incentive Peer Group differs from the 2021 compensation peer group because the Incentive Peer Group includes companies that are direct refining competitors that are too large in size or that significantly differ in ownership and management composition from us to be suitable comparisons for determining and establishing competitive pay data for our executives.

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Financial Measures.

The table below sets forth the threshold, target and maximum performance levels for each financial measure and the actual results for the financial measures in 2021:

Metric |  | Threshold (50%) |  | Target (100%) |  | Maximum (200%) |  | Actual for 2021 |  | Percentage of Performance Measure Achieved |  | Percent of Target Bonus Achievement
Financial Measures |  |  |  |  |  |  |  |  |  | 198% |  | 79%
EBITDA (in millions) |  | $299 |  | $516 |  | $909 |  | $891.9 |  | 196% |  | 39%
Return on Capital Employed (as compared to peer group) |  | 25th percentile |  | 50th percentile |  | 90th percentile |  | 100th percentile |  | 200% |  | 40%

Payouts are interpolated between threshold and target and target and maximum.

Operational Measures.

The table below sets forth the threshold, target and maximum performance levels for each operational measure and the actual results for each operational measure in 2021:

Metric |  | Threshold (50%) |  | Target (100%) |  | (200%) |  | Maximum (250%) |  | Actual for 2021 |  | Percent of Target Bonus Achievement
Operational Measures |  |  |  |  |  |  |  |  |  |  |  |
Refining Segment |  |  |  |  |  |  |  |  |  |  |  |
Safety and Health (1) |  | 6 points |  | 5 points |  | 1-3 points |  | 0 points |  | 0.5 points |  | 225%
Process Safety Events |  | 2 points |  | 1 point |  | — |  | 0 points |  | 1 points |  | 100%
Community Events (1) |  | 2 points |  | 1 point |  | — |  | 0 points |  | 0 points |  | 200%
Regulatory and Environmental Events (1) |  | Varies by refinery |  | Varies by refinery |  | Varies by refinery |  | 0 points |  | Varies by refinery |  | 40%
HEP Segment |  |  |  |  |  |  |  |  |  |  |  |
Recordable Injury Rate |  | 1.0 |  | .80 |  | > 0 < .60 |  | 0 |  | 0 |  | 250%
Lost Time Injuries |  | 2 |  | 1 |  | — |  | 0 |  | 0 |  | 250%
Vehicle Incidents |  | 1.8 |  | 1.4 |  | >0 and <1.0 |  | 0 |  | 0.66 |  | 200%
Employee Based Environmental Releases |  | 3 |  | 2 |  | 1 |  | 0 |  | 0 |  | 250%
Lubricant and Specialty Products Segment (Petrolia and Amsterdam Facilities) |  |  |  |  |  |  |  |  |  |  |  |
Safety and Health (1) |  | 5 points |  | 3-4 points |  | 1-2 points |  | 0 points |  | 5 points |  | 50%
Process Safety Events |  | — |  | 1 point |  | — |  | 0 points |  | 0 points |  | 250%
Community Events |  | — |  | 1 point |  | — |  | 0 points |  | 0 points |  | 250%
Regulatory and Environmental Events |  | 24 points |  | 16 points |  | 1-8 points |  | 0 points |  | >24 points |  | 0%

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Metric |  | Threshold (50%) |  | Target (100%) |  | (200%) |  | Maximum (250%) |  | Actual for 2021 |  | Percent of Target Bonus Achievement
Lubricant and Specialty Products Segment (Mississauga Facility) |  |  |  |  |  |  |  |  |  |  |  |
Safety and Health |  | 6 points |  | 5 points |  | 1-3 points |  | 0 points |  | 2 points |  | 100%
Process Safety Events |  | 2 points |  | 1 point |  | — |  | 0 points |  | 2 points (1 red) |  | 0%
Community Events |  | 2 points |  | 1 point |  | — |  | 0 points |  | 0 points |  | 250%
Regulatory and Environmental Events |  | 13 points |  | 8 points |  | 1-3 points |  | 0 points |  | 6 points |  | 140%

Payouts are interpolated between the levels set forth above.

(1) | Represents an average of the actual 2021 operational results and percent of target bonus achievement across the refineries or facilities.

Metric |  | Threshold (50%) |  | Target (100%) |  | Maximum (200%) |  | Actual for 2021 |  | Percent of Target Bonus Achievement
Operational Measures |  |  |  |  |  |  |  |  |  |
Refining Segment |  |  |  |  |  |  |  |  |  |
Reliability |  | ≤ 25th Percentile (95.1% Available) |  | 50th Percentile (95.8% Available) |  | 75th Percentile (≥ 96.4% Available) |  | 95.75 |  | 96%
Operating Expense |  | 5% over Budget |  | Budget |  | 5% or more under Budget |  | 4.3 over Budget |  | 57%
HEP Segment |  |  |  |  |  |  |  |  |  |
Reliability |  | 98.0% Available |  | 98.75% Available |  | ≥ 99.5% Available |  | 99.9 |  | 200%
Operating Expense |  | 5% over Budget |  | Budget |  | 5% or more under Budget |  | 4.7% under Budget |  | 194%
Lubricant and Specialty Products Segment |  |  |  |  |  |  |  |  |  |
Reliability (Petrolia Facility) |  | 96% Available |  | 97.5% Available |  | ≥ 99.4% Available |  | 98.5% |  | 154%
Reliability (Amsterdam Facility) |  | 98% Available |  | 98.7% Available |  | ≥ 99.6% Available |  | 99.0% |  | 134%
Reliability (Mississauga Facility) |  | 94.6% Available |  | 95.1% Available |  | ≥ 95.6% Available |  | 95.7% |  | 200%
Operating Expense |  | 5% over Budget |  | Budget |  | 5% or more under Budget |  | 3.6% over Budget |  | 64%

Payouts are interpolated between threshold and target and target and maximum.

The total percent of target bonus achieved for the operational measures was as follows:

Metric |  | Percent of Target Bonus Achievement |
Operational Measures |  |  | 50.7% |
Refining Segment |  |  | 29.8% |
HEP Segment |  |  | 12.8% |
Lubricants and Specialty Products Segment |  |  | 8.1% |

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Strategic and Individual Performance Measures. In addition to the financial and operational measures, a portion of the award for each of the named executive officers other than the Chief Executive Officer was based on the Compensation Committee’s evaluation of the executive officer’s strategic and individual performance during the year. Each of our named executive officers other than the Chief Executive Officer achieved 140% of their target bonus for the strategic and individual performance measures.

2021 Performance. The following table sets forth the named executive officers’ target bonus as a percentage of base salary and the actual payouts to the named executive officers for 2021. While Mr. Jennings percentage of target bonus earned was originally 169.4% due to the deletion of any subjective strategic and individual performance measures, the Company and Mr. Jennings mutually determined to lower the earned percentage to 157.8%, consistent with the other named executive officers’ earned percentage.

Name |  | Target Bonus (Percent of Salary) |  |  | Percentage of Target Bonus Earned |  |  | Actual Award Paid ($) |
Michael C. Jennings |  |  | 150 | % |  |  | 157.8 | % |  |  | 2,606,264 |
Richard L. Voliva III |  |  | 90 | % |  |  | 157.8 | % |  |  | 998,221 |
Timothy Go |  |  | 100 | % |  |  | 157.8 | % |  |  | 1,229,795 |
Thomas G. Creery |  |  | 80 | % |  |  | 157.8 | % |  |  | 689,613 |
Vaishali S. Bhatia |  |  | 80 | % |  |  | 157.8 | % |  |  | 584,391 |

Long-Term Equity Incentive Compensation. For 2022, the Compensation Committee approved the grant of restricted stock unit awards and performance share unit awards to our NEOs.

Generally, annual grants of long-term equity incentive awards are made in the fourth quarter of the preceding year, rather than in the first quarter of the year to which the award relates, in order to align the timing of the long-term equity incentive award grants with the timing of the other compensation decisions made for our named executive officers and, with respect to performance share unit awards, to align the timing of the grant with the quarter in which the performance period commences. Pursuant to SEC rules, the long-term equity incentive awards granted in November 2020 for the 2021 fiscal year are disclosed as 2020 compensation in the Summary Compensation Table and are not included in the 2021 Grants of Plan-Based Awards table included in this proxy statement; however, because these awards relate to the 2021 fiscal year, they are described in greater detail below. The long-term equity incentive awards granted in November 2021 for the 2022 fiscal year are discussed below under “—2022 Executive Compensation Decisions—Long-Term Equity Incentive Compensation for Named Executive Officers.”

Long-Term Equity Incentive Target Value

Annual grants of long-term equity incentive awards are initially approved by the Compensation Committee as a dollar amount established according to the pay grade of the named executive officer and other factors, including scope of responsibilities, experience and individual performance. The award is then converted into a number of shares by dividing the dollar amount by the closing price of our common stock on the grant date of the award. For the awards granted in November 2020 for the 2021 fiscal year, half of the shares were granted as restricted stock units and half of the shares were granted as performance share units.

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The following table sets forth:

• |  | the dollar value of the long-term equity incentive award granted for the 2021 fiscal year to each of the named executive officers; and

• |  | the number of shares of restricted stock units with time-based vesting conditions and performance share units that were awarded for the 2021 fiscal year to each of the named executive officers.

Name |  | Dollar Value of Long- Term Equity Incentive Award |  |  | Number of Restricted Stock Units with Time-Based Vesting |  |  | Target Number of Performance Share Units |
Michael C. Jennings |  |  | $4,500,000 |  |  |  | 103,929 |  |  |  | 103,929 |
Richard L. Voliva III |  |  | $1,850,000 |  |  |  | 42,726 |  |  |  | 42,726 |
Timothy Go |  |  | $2,000,000 |  |  |  | 46,191 |  |  |  | 46,191 |
Thomas G. Creery |  |  | $1,050,000 |  |  |  | 24,252 |  |  |  | 24,252 |
Vaishali S. Bhatia |  |  | $ 800,000 |  |  |  | 18,477 |  |  |  | 18,477 |

Restricted Stock Unit Awards

The restricted stock unit awards granted to Messrs. Jennings, Voliva, Go, Creery and Ms. Bhatia in November 2020 for the 2021 fiscal year vest in three equal annual installments on December 1, 2021, 2022 and 2023 (or the first business day thereafter if the vesting date falls on a Saturday or Sunday), subject to continued employment. The first tranche of the restricted stock unit awards granted in November 2020 vested on December 1, 2021 and the remaining two tranches will vest on December 1, 2022 and 2023 (or the first business day thereafter if the vesting date falls on a Saturday or Sunday), subject to continued employment. Each named executive officer has the right to receive dividends and other distributions paid with respect to such restricted stock units, and these dividend and other distributions are paid at approximately the same time as dividends are received by our common stockholders.

Performance Share Unit Awards

The performance share unit awards granted to the NEOs in November 2020 for the 2021 fiscal year are subject to the achievement of return on capital employed and total shareholder return during the three-year performance period ending on September 30, 2023 relative to the 2021 Incentive Peer Group. See “—2021 Executive Compensation Decisions—Annual Incentive Cash Compensation” for a discussion of the 2021 Incentive Peer Group.

Each named executive officer has the right to receive dividend equivalents and other distributions with respect to such performance share units based on the target level of payout, and these dividend equivalents are paid at approximately the same time as dividends are received by our common stockholders.

For the performance share unit awards granted in November 2020 for the 2021 fiscal year:

• |  | “return on capital employed,” which determines 50% of the shares earned at the end of the performance period, is defined in the same manner as set forth above under “—Annual Incentive Cash Compensation.” The Compensation Committee believes return on capital employed is an appropriate metric because it (i) holds management accountable for the efficient use of the Company’s capital and (ii) provides a useful means of comparing the Company’s operating performance relative to the operating performance of our Incentive Peer Group. This metric differs from the return on capital employed metric used for our annual incentive cash compensation since this metric looks at return on capital employed over a three-year period whereas the return on capital employed metric used for our annual incentive cash compensation looks at a one-year period.

• |  | “total shareholder return,” which determines 50% of the shares earned at the end of the performance period, is defined as (i) the appreciation in our stock price during the performance period (in dollars) plus cumulative dividends paid during the performance period plus any additional value or compensation received by shareholders such as stock received from spinoffs, divided by (ii) the closing price of our stock on the first business day of the performance period. The Compensation Committee believes total shareholder return is an appropriate metric because it (i) aligns the interests of management with the interests of shareholders, and (ii) provides a useful means of comparing Company overall performance relative to the overall performance of our Incentive Peer Group.

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Performance Share Unit Performance Goals

The actual number of performance share units earned at the end of the performance period will be equal to (a) the target number of performance share units granted multiplied by (b) our average performance share unit payout with respect to the performance metrics. The average performance share unit payout is determined by adding our performance share unit payout percentage with respect to each performance metric and dividing the sum by two.

For the return on capital employed metric and the total shareholder return metric, a percentile ranking of our return on capital employed versus the return on capital employed of each entity in our Incentive Peer Group and our total shareholder return versus the total shareholder return of each entity in our Incentive Peer Group, respectively, will be calculated at the end of the performance period and payout is determined in accordance with the following table:

Ranking of the Company within Peer Group |  | Performance Share Unit Payout
90th Percentile or Better |  | Maximum (200% of Target)
Less than 90th Percentile but Better than 50th Percentile |  | Interpolate between 100% and 200%
50th Percentile |  | Target (100%)
Less than 50th Percentile but Better than 25th Percentile |  | Interpolate between 25% and 100%
25th Percentile |  | 25% of Target (Minimum)
Less than 25th Percentile |  | Zero

The named executive officer must be employed by us on December 1, 2023 (or the first business day thereafter if such date falls on a Saturday or Sunday) to receive payment of the earned performance share unit awards, except as described below in “Executive Compensation—Potential Payments Upon Termination or Change in Control.” Earned performance share unit awards will be paid in the form of fully vested shares of our common stock.

Stock Ownership Policy

Our Board, the Compensation Committee and our executive officers recognize that ownership of our common stock is an effective means by which to align the interests of our directors and officers with those of our stockholders. The terms of the stock ownership policy for our executive officers are summarized below.

Under the stock ownership policy, our executive officers are required to hold shares of our common stock as follows:

Our executive officers are required to meet the applicable requirements within five years of employment or promotion.

Executive officers are required to continuously own sufficient shares to meet the stock ownership requirements once attained. Until the executive officers attain compliance with the stock ownership policy, the executive officers will be required to hold 50% of the shares of common stock received from any equity award, net of any shares used to pay tax withholdings. If an executive officer attains compliance with the stock ownership policy and subsequently falls below the requirement because of a decrease in the price of our common stock, the executive officer will be deemed in compliance provided that the executive officer retains the shares then held.

As of December 31, 2021, all of our named executive officers were in compliance with the stock ownership policy.

Anti-Hedging and Anti-Pledging Policy

All of our employees, including our named executive officers, are subject to our Insider Trading Policy, which, among other things, prohibits employees from entering into short sales or hedging or pledging shares of our common stock.

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The anti-hedging policy contained in our Insider Trading Policy specifically prohibits employees, including our named executive officers, and their designees from purchasing financial instruments or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities (or derivatives thereof), including through, among other mechanisms, the purchase of financial instruments (such as prepaid variable forward contracts, equity swaps, collars, and exchange funds) or other transactions that are designed to hedge or offset any decrease in the market value of shares of our common stock, regardless of how the securities (or derivatives thereof) were acquired. Additionally, all employees, including our named executive officers, are prohibited from holding shares of our common stock in a margin account or otherwise pledging shares of our common stock as collateral for a loan.

Recoupment of Compensation

In September 2018, the Board adopted a formal clawback policy and, in November 2021, the Board adopted a revised clawback policy (together, the “Clawback Policy”) that provides that upon the occurrence of a material restatement of our financial statements (other than due to a change in accounting policy or applicable law) or upon certain acts of Misconduct (as defined below), the Board may recover bonus and other incentive and equity based compensation (the “Incentive Compensation”) awarded to Board-appointed officers of the Company and our subsidiaries. The Clawback Policy applies to Board-appointed officers of the Company and our subsidiaries. However, the Clawback Policy applies to such Board-appointed officers who are former employees only with respect to Incentive Compensation awarded on or after November 1, 2021. In the case of a material restatement of our financial statements (other than due to a change in accounting policy or applicable law), the Board may recover Incentive Compensation from Board-appointed officers that was paid or awarded during the 24-month period preceding the restatement. In the event of such material restatement, if the Incentive Compensation would have been lower had it been calculated based on such restated results, the Compensation Committee may (as determined in its sole discretion and to the extent permitted by governing law and as appropriate under the circumstances) seek to recover for our benefit all or a portion of such Incentive Compensation paid or awarded to any covered employee who is then currently employed by us or, beginning with Incentive Compensation paid or awarded on or after November 2021, was employed during the 24-month period preceding the restatement. In determining whether to seek recovery, the Compensation Committee may take into account any considerations as it deems appropriate, including whether the error was caused by intentional misconduct or fraud. The amount of any recovery and the source of such recovery (whether from unvested equity compensation or future compensation payable to the covered employee) will be determined in the sole discretion of the Compensation Committee.

In any instance in which a Board-appointed currently employed officer of the Company or our subsidiaries, or officer employed by the Company or our subsidiaries at any point during the 12-month period preceding the date the Compensation Committee is notified of the event of Misconduct,

• |  | engages in an act or acts of dishonesty constituting a felony or serious misdemeanor and resulting or intended to result directly in gain or personal enrichment at the expense of the Company or any of our subsidiaries;

• |  | engages in gross or willful and wanton negligence in the performance of such officer’s material and substantial duties of employment with the Company or any of its subsidiaries; or

• |  | has a conviction of a felony involving moral turpitude (each an act of “Misconduct”);

the Compensation Committee may (as determined in its sole discretion and to the extent permitted by governing law and as appropriate under the circumstances) cause the Company to (a) seek recovery of Incentive Compensation that such officer was awarded or vested within the prior 24-month period or at any time during or following the Misconduct and/or (b) cancel such officer’s unvested, unearned or unsettled Incentive Compensation without consideration.

Further, our change in control severance agreements with our named executive officers provide that amounts paid or payable pursuant to such agreements may be forfeited and/or recouped to the extent required by applicable law or any clawback policy that we adopt.

In addition, the agreements for awards under our long-term equity incentive program provide that the award, including amounts paid or realized with respect to the award, may be subject to reduction, cancelation, forfeiture or recoupment to the extent required by applicable law or any clawback policy that we adopt.

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Impact of Regulatory Compliance

In designing and implementing programs applicable to executives, the Compensation Committee considers the anticipated tax treatment to us and our executive officers of various payments and benefits, and the effects of applicable provisions of the Code, including Sections 280G and 162(m).

Section 280G of the Code prohibits the deduction of any “excess parachute payment.” Benefits payable under the change in control severance agreements entered into with certain of our executives, including all of our named executive officers, as well as accelerated vesting under restricted stock unit and performance share unit awards could result in “excess parachute payments” that are not deductible by us. For more information regarding amounts payable and benefits available upon the occurrence of a change in control, see “Executive Compensation—Potential Payments Upon Termination or Change in Control.” None of the change in control severance agreements we have with our named executive officers contain any tax reimbursement provisions in the event a named executive officer receives potential parachute payments under Section 280G of the Code.

2022 Executive Compensation Decisions

Annual Cash Incentive Compensation for Named Executive Officers

In the fourth quarter of 2021, the Compensation Committee approved target award levels as well as all other terms of the annual incentive cash compensation awards granted to our named executive officers for 2022. The Compensation Committee made no changes from the prior year to the annual incentive cash compensation target percentages for 2021 for the named executive officers. The 2022 annual incentive cash compensation awards will continue to be subject to a bonus hurdle that may limit the named executive officers’ target bonus to 50% of the individual’s target bonus if the Company does not achieve positive adjusted operating income for the 2022 fiscal year. Adjusted operating income of the Company means earnings before interest and taxes as reported in the Company’s audited consolidated financial statements and is calculated as net income (loss) attributable to the Company’s stockholders plus (i) interest expense, net of interest income, and (ii) income tax expense plus adjustments for extraordinary items, other unusual or non-recurring items, each as determined in accordance with generally accepted accounting principles and identified in the financial statements, notes to the financial statements or management’s discussion and analysis. The bonus hurdle is intended to align executive rewards with shareholder returns and reinforces our objective of paying for performance. The Compensation Committee will continue to retain full discretion to pay, not pay or modify all annual incentive cash compensation awards.

Long-Term Equity Incentive Compensation for Named Executive Officers

In November 2021, the Compensation Committee approved grants of restricted stock units with time-based vesting conditions and performance share units to our named executive officers for the 2022 fiscal year.

Pursuant to SEC rules, the long-term equity incentive awards granted in November 2021 for the 2022 fiscal year are disclosed as 2021 compensation in the Summary Compensation Table and are reported in the 2021 Grants of Plan-Based Awards table included in this proxy statement. For the awards granted in November 2021 for the 2022 fiscal year, the award for Mr. Jennings was allocated 65% to performance share units and 35% to restricted stock units. The awards to Messrs. Voliva, Go, Creery and Ms. Bhatia were allocated 50% to performance share units and 50% to restricted stock units. These awards are described in greater detail below.

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The following table sets forth:

• |  | the dollar value of the long-term equity incentive award granted for the 2022 fiscal year to each of the named executive officers; and

• |  | the number of restricted stock units with time-based vesting conditions and performance share units that were awarded for the 2022 fiscal year to each of the named executive officers.

Name |  | Dollar Value of Long- Term Equity Incentive Award |  | Number of Restricted Stock Units with Time-Based Vesting |  | Target Number of Performance Share Units
Michael C. Jennings |  | $7,050,000 |  | 72,660 |  | 134,939
Richard L. Voliva III |  | $2,000,000 |  | 29,448 |  | 29,448
Timothy Go |  | $2,300,000 |  | 33,864 |  | 33,864
Thomas G. Creery |  | $1,050,000 |  | 15,462 |  | 15,462
Vaishali S. Bhatia |  | $1,200,000 |  | 17,670 |  | 17,670

Restricted Stock Unit Awards

In November 2021, the Compensation Committee approved grants of restricted stock units with time-based vesting conditions to our named executive officers for the 2022 fiscal year. For Mr. Jennings, the restricted stock units awarded in November 2021 for the 2022 fiscal year represented 35% of his total long-term equity incentive award. For Messrs. Voliva, Go, Creery and Ms. Bhatia, the restricted stock units awarded in November 2021 for the 2022 fiscal year represented 50% of their total long-term equity incentive award. The restricted stock units awarded in November 2021 for the 2022 fiscal year will vest in three equal installments on December 1 of 2022, 2023 and 2024 (or the first business day thereafter if December 1 falls on a Saturday or Sunday), subject to continued employment.

Each named executive officer has the right to receive dividend equivalents and other distributions paid with respect to such restricted stock units, and these dividend equivalents are paid at approximately the same time as dividends are received by our common stockholders.

Performance Share Unit Awards

In November 2021, the Compensation Committee granted performance share unit awards to our named executive officers for the 2022 fiscal year. Each named executive officer who received performance share unit awards was granted a target number of performance share units. For Mr. Jennings, the target number of performance share units represented 65% of his total long-term equity incentive award for fiscal year 2022. For Messrs. Voliva, Go, Creery and Ms. Bhatia, this target number of performance share units represented 50% of their total long-term equity incentive award for fiscal year 2022.

The Compensation Committee determined that performance metrics for the November 2021 grants would consist of return on capital employed and total shareholder return during the performance period as measured against that of the 2022 incentive peer group. The 2022 incentive peer group consists of:

• CVR Energy Inc. |  | • PBF Energy Corporation
• Delek US Holdings, Inc. |  | • Phillips 66
• Marathon Petroleum Corporation |  | • Valero Energy Corporation

The performance period for these performance share unit awards runs from October 1, 2021 through September 30, 2024. Each named executive officer has the right to receive dividend equivalents and other distributions with respect to such performance share units based on the target level of payout, and these dividend equivalents are paid at approximately the same time as dividends are received by our common stockholders.

For the performance share unit awards granted in November 2021 for the 2022 fiscal year, “return on capital employed” and “total shareholder return” are calculated in the same manner as they are calculated for the performance share units granted in November 2020 for the 2021 fiscal year.

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The actual number of performance share units earned at the end of the performance period will be determined in the same manner as the performance share unit awards granted in November 2020 for the 2021 fiscal year.

For the return on capital employed metric and the total shareholder return metric, a percentile ranking of our return on capital employed versus the return on capital employed of each entity in our incentive peer group and our total shareholder return versus the total shareholder return of each entity in our incentive peer group, respectively, will be calculated at the end of the performance period and payout is determined in the same manner as the performance share unit awards granted in November 2020 for the 2021 fiscal year.

The named executive officer must be employed by us on December 1, 2024 (or the first business day thereafter if such date falls on a Saturday or Sunday) to receive payment of the earned performance share unit awards, except as described below in “Executive Compensation—Potential Payments Upon Termination or Change in Control.” Earned performance share unit awards will be paid in the form of fully vested shares of our common stock.

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Compensation Committee Report

The Compensation Committee of the HF Sinclair Corporation Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee of the Board of Directors

Leldon E. Echols |  | Anna C. Catalano |  | Franklin Myers
Chairperson |  |  |  |

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Executive Compensation

The following executive compensation tables and related information are intended to be read together with the more detailed disclosure regarding our executive compensation program presented under “Compensation Discussion and Analysis” above.

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers for the last three completed years, to the extent that the individual was a named executive officer during those years.

Name and Principal Position in 2021 |  | Year |  |  | Salary(1) |  |  | Stock Awards(2) |  |  | Non-Equity Incentive Plan Compensation(3) |  |  | All Other Compensation(4) |  |  | Total
Michael C. Jennings Chief Executive Officer |  |  | 2021 |  |  | $ | 1,084,154 |  |  | $ | 7,357,061 |  |  | $ | 2,606,264 |  |  | $ | 426,185 |  |  | $ | 11,473,664 |
|  | 2020 |  |  | $ | 1,148,308 |  |  | $ | 4,646,371 |  |  | $ | 1,564,603 |  |  | $ | 286,813 |  |  | $ | 7,646,095 |
|  | 2019 |  |  | $ | 564,346 |  |  | $ | 5,892,201 |  |  |  | — |  |  | $ | 20,866 |  |  | $ | 6,477,413 |
Richard L. Voliva III Executive Vice President and Chief Financial Officer |  |  | 2021 |  |  | $ | 697,604 |  |  | $ | 2,067,111 |  |  | $ | 998,221 |  |  | $ | 106,152 |  |  | $ | 3,869,088 |
|  | 2020 |  |  | $ | 680,192 |  |  | $ | 2,560,168 |  |  | $ | 753,534 |  |  | $ | 144,152 |  |  | $ | 4,138,046 |
|  | 2019 |  |  | $ | 675,000 |  |  | $ | 1,669,527 |  |  | $ | 630,284 |  |  | $ | 130,132 |  |  | $ | 3,104,943 |
Timothy Go President and Chief Operating Officer |  |  | 2021 |  |  | $ | 772,892 |  |  | $ | 2,377,064 |  |  | $ | 1,229,795 |  |  | $ | 180,347 |  |  | $ | 4,560,098 |
|  | 2020 |  |  | $ | 426,923 |  |  | $ | 3,898,479 |  |  | $ | 264,775 |  |  | $ | 1,161,024 |  |  | $ | 5,751,201 |
Thomas G. Creery President, Renewables |  |  | 2021 |  |  | $ | 542,025 |  |  | $ | 1,085,328 |  |  | $ | 689,613 |  |  | $ | 153,637 |  |  | $ | 2,470,603 |
|  | 2020 |  |  | $ | 529,038 |  |  | $ | 1,084,232 |  |  | $ | 520,962 |  |  | $ | 132,008 |  |  | $ | 2,266,240 |
|  | 2019 |  |  | $ | 525,000 |  |  | $ | 982,257 |  |  | $ | 434,588 |  |  | $ | 107,546 |  |  | $ | 2,049,391 |
Vaishali S. Bhatia Senior Vice President, General Counsel and Secretary |  |  | 2021 |  |  | $ | 476,567 |  |  | $ | 1,240,321 |  |  | $ | 584,391 |  |  | $ | 121,585 |  |  | $ | 2,422,864 |

(1) | Represents base salary actually paid during the respective fiscal year. Effective upon his appointment as Chief Executive Officer and President of the Company on January 1, 2020, Mr. Jennings’ base salary was $1,200,000. In June 2020, in light of economic conditions and other expense reduction actions being taken by the Company, Mr. Jennings proposed a mid-year reduction of 10% to his base salary that was approved by the Compensation Committee and reduced his salary to $1,080,000 effective July 1, 2020, and that reduced salary continued for fiscal year 2021. Mr. Jennings’ 2019 compensation includes compensation for his service as a director until his appointment as Executive Vice President on November 13, 2019 and for his service as Executive Vice President for the remainder of 2019.

| Effective upon his appointment as Executive Vice President and Chief Operating Officer of the Company on June 9, 2020, Mr. Go’s base salary was $750,000. The 2020 salary shown in this table represents Mr. Go’s actual base salary earnings for the period beginning June 9, 2020 through December 31, 2020.

(2) | Represents the aggregate grant date fair value of awards of restricted stock units and performance share units made in the year indicated, calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, excluding the effects of estimated forfeitures and does not reflect the actual value that may be ultimately realized by the executive. See Note 8 to our consolidated financial statements in HollyFrontier’s Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of the assumptions used in determining the FASB ASC Topic 718 grant date fair value of these awards.

Long-term equity incentive awards granted in November 2019 for the 2020 fiscal year are reported in the “Stock Awards” column of the Summary Compensation Table for 2019; long-term equity incentive awards granted in November 2020 for the 2021 fiscal year are reported in the “Stock Awards” column of the Summary Compensation Table for 2020, and long-term equity incentive awards granted in November 2021 for the 2022 fiscal year are reported in the “Stock Awards” column of the Summary Compensation Table for 2021, in each case, in accordance with SEC rules.

For Mr. Voliva, in recognition of his contribution to HEP during the 2020 fiscal year as President of HLS, the amount shown in the “Stock Awards” column for 2020 included a grant by HLS of 54,531 HEP phantom units on October 29, 2020 when the closing price of HEP units was $11.92. Pursuant to SEC disclosure rules, this award must be disclosed in the Company’s compensation tables as well as in the HEP Form 10-K, but Mr. Voliva only receives one payment from HEP upon the vesting of the award.

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| For Mr. Go, the amount shown in the “Stock Awards” column for 2020 also included a grant of 51,894 restricted stock units on the date of his appointment.

| The performance share units awarded in November 2021 are subject to a “market condition” (the total shareholder return (“TSR”) performance metric) and a “performance condition” (the return on capital employed (“ROCE”) performance metric). For purposes of determining the grant date fair value of the performance share units granted in November 2021, in accordance with SEC rules and FASB ASC Topic 718, we have assumed an aggregate settlement of 106.7% which includes a settlement of 56.7% of the TSR portion of the award and 50% of the ROCE portion of the award. The maximum payout of the aggregate awards, however, could be up to 200%. If the ROCE portion of the award was settled at the maximum payout level of 200% (resulting in settlement of the aggregate award in an amount equal to 156.7%), the grant date fair value of the performance share unit awards would be as follows: Mr. Jennings, $7,180,808; Mr. Voliva, $1,567,084; Mr. Go $1,802,053; Mr. Creery, $822,783; and Ms. Bhatia, $940,284.

| For additional information regarding the awards granted in 2021, see “Compensation Discussion and Analysis—2022 Executive Compensation Decisions,” “—2021 Grants of Plan-Based Awards,” and “—Outstanding Equity Awards at Fiscal Year End.”

(3) | For 2021, represents payments made pursuant to the annual incentive cash compensation program with respect to the financial measures, operational measures and strategic and individual measures, as applicable. The 2021 awards are described in more detail in “Compensation Discussion and Analysis—2021 Executive Compensation Decisions—Annual Incentive Cash Compensation.”

| In 2020, Mr. Jennings’ annual incentive cash award for 2020 based on his actual salary earnings for the performance period was calculated to be $1,564,603. In acknowledgement of business conditions, Mr. Jennings requested, and the Compensation Committee approved, a 15% reduction in the amount of his 2020 award payout. The amount shown in the table for 2020 for Mr. Jennings does not reflect the 15% reduction from the calculated amount of $1,564,603 to $1,329,912.

| Mr. Go’s annual incentive cash award for 2020 was based on his actual salary earnings for the portion of the performance period he was employed with the Company beginning June 9, 2020 through September 30, 2020.

(4) | For 2021, includes compensation as described under “All Other Compensation” below.

All Other Compensation

The table below describes the components of compensation for 2021 included in the “All Other Compensation” column in the Summary Compensation Table above.

Name |  | 401(k) Plan Retirement Contributions |  |  | 401(k) Plan Company Matching Contributions |  |  | NQDC Plan Retirement Contributions |  |  | NQDC Plan Company Matching Contributions |  |  | Perquisites(1) |  |  | Tax Reimbursements(2) |  |  | Total
Michael C. Jennings |  |  | $15,225 |  |  |  | $17,400 |  |  | $ | 178,304 |  |  | $ | 203,776 |  |  | $ | 11,480 |  |  |  | — |  |  | $ | 426,185 |
Richard L. Voliva III |  |  | $11,600 |  |  |  | $17,400 |  |  | $ | 56,101 |  |  | $ | 21,051 |  |  |  | — |  |  |  | — |  |  | $ | 106,152 |
Timothy Go |  |  | $8,700 |  |  |  | $17,400 |  |  | $ | 50,761 |  |  | $ | 102,546 |  |  |  | — |  |  | $ | 940 |  |  | $ | 180,347 |
Thomas G. Creery |  |  | $18,850 |  |  |  | $17,400 |  |  | $ | 61,041 |  |  | $ | 56,346 |  |  |  | — |  |  |  | — |  |  | $ | 153,637 |
Vaishali S. Bhatia |  |  | $15,225 |  |  |  | $20,096 |  |  | $ | 40,257 |  |  | $ | 46,008 |  |  |  | — |  |  |  | — |  |  | $ | 121,585 |

(1) | For Mr. Jennings, amounts include $11,060 in club dues and $420 for a Company-paid reserved parking spot.

| The value of the perquisites provided to Messrs. Voliva, Go and Creery and Ms. Bhatia in 2021 did not exceed $10,000 in the aggregate, and therefore, in accordance with SEC rules, are not included in the table above or described in this footnote.

(2) | For Mr. Go, represents tax payments made on the executive’s behalf with respect to imputed income for family travel on our aircraft when the executive was traveling for business purposes and the family travel was business related.

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2021 Grants of Plan-Based Awards

The following table provides information about plan-based awards granted to our named executive officers under our equity and non-equity incentive plans during 2021. Certain equity awards reported below were granted in November 2021 for the 2022 fiscal year and are reported in this table as 2021 compensation in accordance with SEC rules. These awards are described in greater detail above under “Compensation Discussion and Analysis—2022 Executive Compensation Decisions.” Annual equity awards are generally made once each year in the fourth quarter of the year preceding the year to which the annual awards relate in order to align the timing of the long-term equity incentive award grants with the timing of the other compensation decisions made for our executive officers. In accordance with SEC rules, the equity awards granted in November 2020 for the 2021 fiscal year were previously reported as 2020 compensation in the Grants of Plan-Based Awards table contained in our proxy statement filed with the SEC on March 25, 2021.

In this table, awards are abbreviated as “AICP” for awards under the annual incentive cash compensation program, “RSU” for restricted stock unit awards and “PUA” for performance share unit awards. The restricted stock unit awards and performance share unit awards granted to our named executive officers were granted under our 2020 Long-Term Incentive Plan (the “LTIP”).

|  |  |  |  |  |  | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) |  |  | Estimated Future Payouts Under Equity Incentive Plan Awards(2) |  |  | All other Stock Awards: Number of Shares of Stock or Units(3) |  |  | Grant Date Fair Value of Stock Awards(4) |
Name |  | Type |  | Grant Date |  |  | Threshold |  |  | Target |  |  | Maximum |  |  | Threshold (#) |  |  | Target (#) |  |  | Maximum (#) |
Michael C. Jennings |  | AICP |  |  |  |  |  | $ | 825,577 |  |  | $ | 1,651,154 |  |  | $ | 3,302,308 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | RSU |  |  | 11/9/21 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 72,660 |  |  | $ | 2,467,534 |
|  | PUA |  |  | 11/9/21 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 67,469 |  |  |  | 134,939 |  |  |  | 269,878 |  |  |  |  |  |  | $ | 4,889,527 |
Richard L. Voliva III |  | AICP |  |  |  |  |  | $ | 316,203 |  |  | $ | 632,406 |  |  | $ | 1,264,812 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | RSU |  |  | 11/9/21 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 29,448 |  |  | $ | 1,000,054 |
|  | PUA |  |  | 11/9/21 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 14,724 |  |  |  | 29,448 |  |  |  | 58,896 |  |  |  |  |  |  | $ | 1,067,057 |
Timothy Go |  | AICP |  |  |  |  |  | $ | 389,558 |  |  | $ | 779,115 |  |  | $ | 1,558,230 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | RSU |  |  | 11/9/21 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 33,864 |  |  | $ | 1,150,021 |
|  | PUA |  |  | 11/9/21 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 16,932 |  |  |  | 33,864 |  |  |  | 67,728 |  |  |  |  |  |  | $ | 1,227,043 |
Thomas G. Creery |  | AICP |  |  |  |  |  | $ | 218,446 |  |  | $ | 436,892 |  |  | $ | 873,784 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | RSU |  |  | 11/9/21 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 15,462 |  |  | $ | 525,090 |
|  | PUA |  |  | 11/9/21 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 7,731 |  |  |  | 15,462 |  |  |  | 30,924 |  |  |  |  |  |  | $ | 560,238 |
Vaishali S. Bhatia |  | AICP |  |  |  |  |  | $ | 185,116 |  |  | $ | 370,231 |  |  | $ | 740,462 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | RSU |  |  | 11/9/21 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 17,670 |  |  | $ | 600,073 |
|  | PUA |  |  | 11/9/21 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 8,835 |  |  |  | 17,670 |  |  |  | 35,340 |  |  |  |  |  |  | $ | 640,248 |

(1) | Represents the potential payouts for awards granted under our annual incentive cash compensation program, which were subject to achieving certain performance targets with respect to financial measures, operational measures and strategic and individual measures, as applicable. Amounts reported (a) in the “Threshold” column reflect 50% of the named executive officer’s target award opportunity under the annual incentive cash compensation program, which, in accordance with SEC rules, is the minimum amount payable for a certain level of performance under the award, (b) in the “Target” column reflect 100% of the named executive officer’s target award opportunity under the annual incentive cash compensation program, which is the target amount payable under the award, and (c) in the “Maximum” column reflect 200% of the named executive officer’s target award opportunity under the annual incentive cash compensation program, which is the maximum amount payable under the award. If less than minimum levels of performance, as described in the “Threshold” column, are attained with respect to the financial measures, operational measures and strategic and individual measures, as applicable, under the annual incentive cash compensation program, then 0% of the named executive officer’s target award opportunity will be earned.

| The performance targets and target awards are described under “Compensation Discussion and Analysis—2021 Executive Compensation Decisions—Annual Incentive Cash Compensation.” Amounts actually paid with respect to the awards reported in this table are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2021.

(2) | Represents the potential number of performance share units payable under the LTIP. Amounts reported (a) in the “Threshold” column reflect 50% of the target number of performance share units awarded to each named executive officer, which, in accordance with SEC rules, is the minimum amount payable for a certain level of performance under the performance share unit awards, (b) in the “Target” column reflect 100% of the target number of performance share units awarded to each named executive officer, which is the target amount payable under the performance share unit awards, and (c) in the “Maximum” column reflect 200% of the target number of performance share units awarded

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| to each named executive officer, which is the maximum amount payable under the performance share unit awards. If less than minimum levels of performance, as described in the “Threshold” column, are attained with respect to the return on capital employed and total shareholder return performance metrics applicable to the performance share unit awards, then 0% of the target number of performance share units awarded will be earned.

| The number of shares actually delivered at the end of the performance period may vary from the target number of performance share units, based on our achievement of the specific performance measures. Performance targets and target awards for the awards reported above are described under “Compensation Discussion and Analysis—2022 Executive Compensation Decisions—Long-Term Equity Incentive Compensation for Named Executive Officers.”

(3) | Represents shares of restricted stock units subject to time-based vesting conditions granted under the LTIP. The terms of these grants are described under “Compensation Discussion and Analysis—2022 Executive Compensation Decisions—Long-Term Equity Incentive Compensation for Named Executive Officers.”

(4) | Represents the grant date fair value determined pursuant to FASB ASC Topic 718, based on the closing price of our common stock on the applicable grant date. The closing price of our common stock on November 9, 2021 was $33.96. With respect to the performance share units, amounts reflect an aggregate probable settlement percentage of 106.7%. See note 2 to the Summary Compensation Table for additional information regarding the aggregate probable settlement percentage calculation.

Outstanding Equity Awards at Fiscal Year End

The following table provides the number and value of outstanding equity awards held by our named executive officers as of December 31, 2021, including awards that were granted prior to 2021. All awards granted beginning in 2020 were granted pursuant to our LTIP. All awards granted prior to 2020 were made under our prior equity compensation plan which terminated pursuant to its terms on December 31, 2020. The value of our awards was calculated based on a price of $32.78 per share, the closing price of our common stock on December 31, 2021. The outstanding portion of Mr. Voliva’s 2020 award of 54,531 HEP phantom units is also reflected within the table below as the “HEP Award,” and is valued with a closing price of HEP’s common units on December 31, 2021 of $16.49.

The number and value of performance share units reported is based on the number of shares payable at the end of the performance period assuming the maximum level of performance is achieved. In this table, awards are abbreviated as “RSU” for restricted stock unit awards and “PUA” for performance share unit awards. The provisions applicable to these awards upon certain terminations of employment and/or a change in control are described below in the section titled “Potential Payments upon Termination or Change in Control.”

Name |  | Award Type |  |  | Number of Shares or Units of Stock That Have Not Vested(1) |  |  | Market Value of Shares or Units of Stock That Have Not Vested |  |  | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) |  |  | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested |
Michael C. Jennings |  |  | RSU |  |  |  | 160,940 |  |  |  | $5,275,613 |  |  |  |  |  |  |  |  |
|  |  | PUA |  |  |  |  |  |  |  |  |  |  |  | 591,700 |  |  |  | $19,395,926 |
Richard L. Voliva III |  |  | RSU |  |  |  | 63,320 |  |  |  | $2,075,630 |  |  |  |  |  |  |  |  |
|  |  | PUA |  |  |  |  |  |  |  |  |  |  |  | 176,676 |  |  |  | $ 5,791,439 |
|  |  | HEP Award | (3) |  |  | 36,354 |  |  |  | $ 599,477 |  |  |  |  |  |  |  |  |
Timothy Go |  |  | RSU |  |  |  | 80,384 |  |  |  | $2,634,988 |  |  |  |  |  |  |  |  |
|  |  | PUA |  |  |  |  |  |  |  |  |  |  |  | 160,110 |  |  |  | $5,248,406 |
Thomas G. Creery |  |  | RSU |  |  |  | 34,800 |  |  |  | $1,140,744 |  |  |  |  |  |  |  |  |
|  |  | PUA |  |  |  |  |  |  |  |  |  |  |  | 98,448 |  |  |  | $3,227,125 |
Vaishali S. Bhatia |  |  | RSU |  |  |  | 31,908 |  |  |  | $1,045,944 |  |  |  |  |  |  |  |  |
|  |  | PUA |  |  |  |  |  |  |  |  |  |  |  | 79,902 |  |  |  | $2,619,188 |

(1) | Includes the following restricted stock unit awards granted by us as follows (the amounts included in the parentheticals reflect the number of unvested restricted stock units subject to each award):

| • |  | in September 2019 to Ms. Bhatia (652) and in November 2019 to Mr. Jennings (18,994), Mr. Voliva (5,388), Mr. Creery (3,170) and Ms. Bhatia (1,268), of which one third vested on December 1, 2020, one third vested on December 1, 2021

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| and the remaining one third vests on December 1, 2022 (or, in each case, the first business day thereafter if such date is a Saturday or a Sunday);

| • |  | in June 2020 to Mr. Go (15,726), of which one third vested on June 9, 2021, one third vests on June 9, 2022, and the remaining one third vests on June 9, 2023 (or, in each case, the first business day thereafter if such date is a Saturday or a Sunday);

| • |  | in November 2020 to Mr. Jennings (69,286), Mr. Voliva (28,484), Mr. Go (30,794), Mr. Creery (16,168), and Ms. Bhatia (12,318), of which one third vested on December 1, 2021, one third vests on December 1, 2022 and the remaining one third vests on December 1, 2023 (or, in each case, the first business day thereafter if such date is a Saturday or a Sunday); and

| • |  | in November 2021 to Mr. Jennings (72,660), Mr. Voliva (29,448), Mr. Go (33,864), Mr. Creery (15,462), and Ms. Bhatia (17,670), of which one third vests on December 1, 2022, one third vests on December 1, 2023 and the remaining one third vests on December 1, 2024 (or, in each case, the first business day thereafter if such date is a Saturday or a Sunday).

(2) | Includes performance share units awarded by us as follows (the amounts included in the parentheticals reflect the target number of performance share units subject to each award, and may not be the number of shares that is actually delivered following the end of the applicable performance period):

| • |  | in November 2019 to Mr. Jennings (56,982), Mr. Voliva (16,164), Mr. Creery (9,510) and Ms. Bhatia (3,804), with a performance period that ends on September 30, 2022 and a service period that ends on December 1, 2022 (or the first business day thereafter if such date is a Saturday or a Sunday);

| • |  | in November 2020 to Mr. Jennings (103,929), Mr. Voliva (42,726), Mr. Go (46,191), Mr. Creery (24,252) and Ms. Bhatia (18,477), with a performance period that ends on September 30, 2023 and a service period that ends on December 1, 2023 (or the first business day thereafter if such date is a Saturday or a Sunday); and

| • |  | in November 2021 to Mr. Jennings (134,939), Mr. Voliva (29,448), Mr. Go (33,864), Mr. Creery (15,462) and Ms. Bhatia (17,670), with a performance period that ends on September 30, 2024 and a service period that ends on December 1, 2024 (or the first business day thereafter if such date is a Saturday or a Sunday).

(3) | Includes the unvested portion (36,354 units) of Mr. Voliva’s October 2020 HEP Award, which vests as follows: one third vested on December 1, 2021, one third vests on December 1, 2022 and the remaining one third vests on December 1, 2023.

Option Exercises and Stock Vested

The following table provides information about the vesting in 2021 of restricted stock unit and performance share unit awards held by the named executive officers. The Company does not grant options.

The value realized from the vesting of restricted stock unit or performance share unit awards is equal to the closing price of our common stock on the vesting date (or, if the vesting date is not a trading day, on the trading day immediately following the vesting date), multiplied by the number of shares acquired on vesting. The value is calculated before payment of any applicable withholding or other income taxes.

|  | Stock Awards |
Name |  | Number of Shares Acquired on Vesting |  |  | Value Realized Upon Vesting |
Michael C. Jennings |  |  | 53,637 |  |  | $ | 1,738,375 |
Richard L. Voliva III (1)(2) |  |  | 40,191 18,177 |  |  | $ $ | 1,302,590 298,466 |
Timothy Go |  |  | 51,565 |  |  | $ | 1,775,386 |
Thomas G. Creery (1) |  |  | 23,350 |  |  | $ | 756,774 |
Vaishali S. Bhatia |  |  | 9,097 |  |  | $ | 294,834 |

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(1) | Includes the following number of shares of common stock (shown in column (b) below) issued to the executive officer following the Compensation Committee’s certification that the applicable standards for the target performance share units granted to the executive officer (shown in column (a) below) in November 2018 had been met (based on a performance percentage of 125.1%):

Name |  | Performance Share Units Granted (a) |  | Number of Shares of Common Stock (b)
Richard L. Voliva III |  | 12,978 |  | 16,235
Thomas G. Creery |  | 7,635 |  | 9,551

(2) | This second line for Mr. Voliva represents 18,177 HEP units acquired by Mr. Voliva from the vesting of the 2020 HEP Award at a value before the payment of any applicable withholding or other incomes taxes of $298,466, based on the closing price of HEP’s common units on the vesting date.

Pension Benefits

None of our named executive officers participates in or has ever participated in any plan sponsored or maintained by us that provides for specified retirement payments or benefits, such as a tax-qualified defined benefit plan or a supplemental executive retirement plan.

Nonqualified Deferred Compensation

In 2021, all of the named executive officers participated in the NQDC Plan. The NQDC Plan is a nonqualified plan (i.e., not tax-qualified under Section 401 of the Code) that, in 2021, functioned as a pour-over plan, allowing key employees to defer tax on income in excess of limits under the Code that apply under the 401(k) Plan. For 2021, the annual deferral contribution limit under the 401(k) Plan was $19,500, and the annual compensation limit was $290,000. Deferral elections made by eligible employees under the NQDC Plan apply to the total amount of eligible earnings the eligible employees choose to contribute to both the 401(k) Plan and the NQDC Plan. Prior to 2020, participants in the NQDC Plan were required to contribute the maximum contribution allowed under the 401(k) Plan before deferrals would be permitted in the NQDC Plan. On and after January 1, 2020, participants in the NQDC Plan are entitled to make independent deferral elections to the NQDC Plan and the 401(k) Plan prior to meeting the contribution limitations under the 401(k) Plan. Federal and state income taxes are generally not payable on income deferred under the NQDC Plan until funds are withdrawn.

Eligible executives may make salary deferral contributions between 1% and 50% of their eligible earnings to the NQDC Plan. Eligible earnings include base pay, bonuses and overtime, but exclude extraordinary pay such as severance, accrued vacation, equity compensation, and certain other items. Eligible participants are required to make catch-up contributions to the 401(k) Plan before any contributions are made to the NQDC Plan. For 2021, the catch-up contribution limit was $6,500. Deferral elections are irrevocable for an entire plan year and must be made prior to December 31 immediately preceding the plan year. Elections will carry over to the next plan year unless changed or otherwise revoked.

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Participants in the NQDC Plan are eligible to receive a matching contribution with respect to their elective deferrals made up to 6% of the participant’s eligible earnings for the plan year in excess of the limits under Section 401(k) of the Code. These matching contributions are 100% vested at all times. In addition, participants are eligible for a retirement contribution ranging from 3% to 8% of the participant’s eligible earnings for the plan year in excess of the limits under Section 401(k) of the Code, based on years of service, as follows:

Years of Services |  | Retirement Contribution (as percentage of eligible compensation)
Less than 5 years |  | 3%
5 to 10 years |  | 4%
10 to 15 years |  | 5.25%
15 to 20 years |  | 6.5%
20 years and over |  | 8%

These retirement contributions are subject to a three-year cliff vesting period, and will become fully vested in the event of the participant’s death or a change in control. Participants may also receive nonqualified non-elective contributions under the NQDC Plan, which contributions may be subject to a vesting schedule determined at the time the contributions are made.

Participating employees have full discretion over how their contributions to the NQDC Plan are invested among the offered investment options, and earnings on amounts contributed to the NQDC Plan are calculated in the same manner and at the same rate as earnings on actual investments. We do not subsidize a participant’s earnings under the NQDC Plan. During 2021, the investment options offered under the NQDC Plan were the same as the investment options available to participants in the 401(k) Plan, except as follows:

| • |  | the 401(k) Plan offers the Mid Cap Value R1 Fund, Principal Stable Value Z Fund, Principal Self-Directed Brokerage Account, and the stock of the Company; and

| • |  | the NQDC Plan instead offers the American Century Mid-Cap Value I Fund, and Vanguard Federal Money Market Investor Fund.

The following table lists the investment options for the NQDC Plan in 2021 with the annual rate of return for each fund:

Investment Funds |  | Rate of Return
American Century Mid-Cap Value I Fund |  | 23.30%
Fidelity Contrafund |  | 24.35%
Harbor Capital Appreciation Inst Fund |  | 15.63%
Hartford SmallCap Growth Y Fund |  | 3.68%
Invesco Oppenheimer Developing Markets R6 Fund |  | (7.13)%
Invesco Oppenheimer International Growth R6 Fund |  | 10.99%
Principal LargeCap S&P 500 Index Inst Fund |  | 28.42%
Principal MidCap S&P 400 Index Inst Fund |  | 24.38%
PIMCO Total Return Instl Fund |  | (0.84)%
Principal SmallCap S&P 600 Index Inst Fund |  | 26.20%
T. Rowe Price Retirement 2005 Fund |  | 8.05%
T. Rowe Price Retirement 2010 Fund |  | 8.75%
T. Rowe Price Retirement 2015 Fund |  | 9.54%
T. Rowe Price Retirement 2020 Fund |  | 10.47%
T. Rowe Price Retirement 2025 Fund |  | 11.88%

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Investment Funds |  | Rate of Return
T. Rowe Price Retirement 2030 Fund |  | 13.55%
T. Rowe Price Retirement 2035 Fund |  | 15.08%
T. Rowe Price Retirement 2040 Fund |  | 16.35%
T. Rowe Price Retirement 2045 Fund |  | 17.20%
T. Rowe Price Retirement 2050 Fund |  | 17.35%
T. Rowe Price Retirement 2055 Fund |  | 17.29%
T. Rowe Price Retirement 2060 Fund |  | 17.41%
Vanguard Equity-Income Adm. Fund |  | 25.64%
Vanguard Federal Money Market Investor Fund |  | 0.01%
Vanguard Total Bond Market Index Institutional Fund |  | (1.65)%
Vanguard Total International Stock Index Institutional Fund |  | 8.68%

Benefits under the NQDC Plan may be distributed upon the earliest to occur of a separation from service (subject to a six month payment delay for certain specified employees under Section 409A of the Code), the participant’s death, a change in control or a specified date selected by the participant in accordance with the terms of the NQDC Plan. Benefits are distributed from the NQDC Plan in the form of a lump sum payment or, in certain circumstances if elected by the participant, in the form of annual installments for up to a five year period.

Nonqualified Deferred Compensation Table

The following table provides information regarding contributions to, and the year-end balances in, the NQDC Plan for the named executive officers for 2021.

Name |  | Executive Contributions in 2021(1) |  |  | Company Contributions in 2021(2) |  |  | Aggregate Earnings in 2021 |  |  | Aggregate Withdrawals/ Distributions in 2021 |  |  | Aggregate Balance at December 31, 2021(3) |
Michael C. Jennings |  |  | $368,627 |  |  |  | $382,080 |  |  |  | $ 62 |  |  |  | — |  |  |  | $1,242,501 |
Richard L. Voliva III |  |  | — |  |  |  | $ 77,152 |  |  |  | $760,528 |  |  |  | — |  |  |  | $3,502,231 |
Timothy Go |  |  | $118,923 |  |  |  | $153,307 |  |  |  | $ 20,609 |  |  |  | — |  |  |  | $ 370,575 |
Thomas G. Creery |  |  | $122,909 |  |  |  | $117,387 |  |  |  | $144,821 |  |  |  | — |  |  |  | $1,802,928 |
Vaishali S. Bhatia |  |  | $ 73,976 |  |  |  | $ 86,264 |  |  |  | $ 42,160 |  |  |  | — |  |  |  | $ 370,253 |

(1) | The amounts reported were deferred at the election of the named executive officers and are also included in the amounts reported in the “Salary,” “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table for 2021.

(2) | These amounts are included in the Summary Compensation Table for 2021 in the “All Other Compensation” column for the named executive officers.

(3) | The aggregate balance for each named executive officer reflects the cumulative value, as of December 31, 2021, of the executive and company-provided contributions to the named executive officer’s account in the NQDC Plan, and any earnings on these amounts, since the named executive officer began participating in the NQDC Plan. We previously reported executive and company contributions for each named executive officer in the Summary Compensation Table in the following aggregate amounts:

Name |  | 2021 |  |  | Years Prior to 2021 |
Michael C. Jennings |  |  | $750,706 |  |  |  | $ 491,603 |
Richard L. Voliva III |  |  | $ 77,152 |  |  |  | $1,527,631 |
Timothy Go |  |  | $272,230 |  |  |  | $ 71,787 |
Thomas G. Creery |  |  | $240,296 |  |  |  | $ 620,908 |
Vaishali S. Bhatia |  |  | $160,240 |  |  |  | — |

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Potential Payments Upon Termination or Change in Control

We have agreements with our executive officers that provide for severance compensation or accelerated vesting in the event of certain terminations of employment, including in connection with a change in control, which are summarized below. None of the agreements we have with our named executive officers contain any tax reimbursement provisions in the event a named executive officer receives potential parachute payments under Section 280G of the Code.

Change in Control Severance Agreements

We have entered into change in control severance agreements with each of our named executive officers. The term of these change in control agreements is generally three years from the date the change in control agreement is entered into, but the term of the agreement will be automatically extended for an additional two year period beginning on the second anniversary of the date of the change in control agreement and any anniversary thereafter, unless a cancellation notice is given by us 60 days prior to the applicable expiration date.

Change in Control Severance Agreements for NEOs

Under the change in control agreement, an executive is not entitled to receive payments or other benefits under the agreement unless there is a change in control and the executive’s employment is either terminated by us without cause, by the officer for good reason or as a condition of the transaction constituting the change in control, in each case during the six months preceding the change in control or within two years following the change in control. If the officer is entitled to payments under the change in control agreement, he or she will receive:

• |  | an amount equal to a multiple (the “severance multiplier”) of (a) the greater of the officer’s base salary on the date of termination or the date immediately prior to the change in control, plus (b) the officer’s annual bonus amount, calculated as the average annual bonus paid to the officer for the prior three years. The severance multiplier is 3.0 for Mr. Jennings and 2.0 for Mr. Voliva, Mr. Go, Mr. Creery and Ms. Bhatia;

• |  | a cash payment equal to unpaid base salary and expenses and accrued vacation pay;

• |  | continued participation by the officer and his or her dependents in our medical and dental benefit plans for a period of one year following the later of the date of termination or the date of the change in control; and

• |  | unless the applicable award agreement provides otherwise, all outstanding equity-based compensation awards shall become immediately vested at target level.

Definitions. The following definitions are used in the change in control severance agreements.

Under the change in control severance agreements, a “change in control” generally occurs if:

• |  | a person or group of persons becomes the beneficial owner of more than 40% of the combined voting power of our then outstanding securities or more than 40% of our outstanding common stock;

• |  | a majority of our Board is replaced during a 12-month period by directors who were not endorsed by a majority of the previous board members;

• |  | the consummation of a merger, consolidation or recapitalization of us or one of our subsidiaries resulting in our stockholders prior to the merger owning less than 60% of the voting power of the new merged company or a recapitalization where no one owns more than 60% of the voting power; or

• |  | our stockholders approve a plan of complete liquidation or dissolution or an agreement for the sale or disposition of all or substantially all of our assets.

Under the change in control severance agreements, “cause” is defined as:

• |  | the engagement in any act of willful gross negligence or willful misconduct on a matter that is not inconsequential; or

• |  | the conviction of a felony.

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Under the change in control severance agreements, “good reason” is defined as, without the consent of the executive:

• |  | a material reduction in the executive’s (or his supervisor’s) authority, duties or responsibilities;

• |  | a material reduction in the executive’s base compensation;

• |  | the relocation of the executive to an office or location more than 50 miles from the location at which the executive normally performed the executive’s services, except for travel reasonably required in the performance of the executive’s responsibilities;

• |  | if applicable, a failure of the executive to be appointed or re-elected as an officer or to the board of directors;

• |  | a material diminution in the budget or other spending over which the executive has authority; or

• |  | a material breach of the terms of the change in control severance agreement.

The executive must provide notice to us of the alleged good reason event within 90 days of its occurrence and we have 30 days to cure.

Obligations of the Officer. Payments and benefits under the change in control agreements are conditioned on the execution of a general release of claims by the former officer in favor of us and our related entities and agents. In addition, the change in control agreements contain confidentiality provisions pursuant to which each executive agrees not to disclose or otherwise use our confidential information during his or her employment with us and thereafter, as well as non-disparagement and non-solicitation covenants. Violation of these provisions entitles us to complete relief, including injunctive relief, and may result in the executive being terminated for cause (provided the breach constituted willful gross negligence or misconduct on the executive’s part that is not inconsequential). The agreements do not prohibit the waiver of a breach of these covenants.

Long-Term Equity Incentive Awards

Special Involuntary Termination. The outstanding long-term equity incentive awards granted by us under the equity plan vest upon a “special involuntary termination,” which means that, within 60 days prior to or at any time after a change in control or, in the case of long-term equity incentive awards granted by us under the equity plan after April 2020, a sale of a division where more than 50% of the executive’s full-time service to the Company is attributable to services to the division being sold (as determined by the Company in its sole discretion) and provided that the purchaser in any sale of a division did not agree to assume the award or substitute a similar award under the purchaser’s equity compensation plan:

• |  | the executive is terminated by us, other than for cause; or

• |  | the executive resigns within 90 days after an adverse change has occurred.

Under the long-term equity incentive award agreements, a “change in control” generally occurs if:

• |  | a person or group of persons becomes the beneficial owner of more than 40% of the combined voting power of our then outstanding securities;

• |  | a majority of our Board is replaced by directors who were not endorsed by two-thirds of our prior board members;

• |  | the consummation of a merger or consolidation of us or any of our subsidiaries other than (a) a merger or consolidation resulting in our voting securities outstanding immediately prior to the transaction continuing to represent at least 60% of the combined voting power of our voting securities or the voting securities of the surviving entity outstanding immediately after the transaction or (b) a merger or consolidation effected to implement a recapitalization of us in which no person or group becomes the beneficial owner of our securities representing more than 40% of the combined voting power of our then outstanding securities; or

• |  | our stockholders approve a plan of complete liquidation or dissolution or an agreement for the sale or disposition of all or substantially all of our assets.

Under the long-term equity incentive award agreements, “cause” is defined as:

• |  | an act of dishonesty constituting a felony or serious misdemeanor and resulting (or intended to result) in personal gain or enrichment to the recipient at our expense;

• |  | gross or willful and wanton negligence in the performance of the recipient’s material duties; or

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• |  | conviction of a felony involving moral turpitude.

Under the long-term equity incentive award agreements, an “adverse change” means, without the consent of the recipient:

• |  | a material change in the geographic location at which the recipient is required to work regularly;

• |  | a substantial increase in travel requirements of employment;

• |  | a material reduction in the duties performed by the recipient; or

• |  | a material reduction in the recipient’s base compensation (other than bonuses and other forms of discretionary compensation, or a general reduction applicable generally to executives).

Under the long-term equity incentive award agreements for awards granted after April 2020, “division” means:

• |  | each of the refining, midstream or lubricants and specialty products segments of the Company; or

• |  | any other segment or significant line of business identified by the Compensation Committee as a “division.”

Under the long-term equity incentive award agreements for awards granted after April 2020, the “sale of a division” means:

• |  | a sale or disposition of a substantial portion of a division (other than a sale or disposition to the Company or any of its subsidiaries); or

• |  | any other transaction resulting in loss of control by the Company and its subsidiaries over a substantial portion of a division;(including a public offering of a division where the Company does not control the division following the offering);

in each case, as determined by the Compensation Committee in its sole discretion.

For long-term equity incentive awards granted in or after November 2020, if a special involuntary termination occurs prior to a change in control, the vesting will be suspended for 60 days and the awards will vest immediately prior to the date of the change of control only if the change in control occurs within 60 days after the executive’s termination of employment. If the change in control does not occur during the 60-day period following the executive’s termination of employment, awards will be immediately forfeited to the Company on the 60th day following the executive’s termination of employment. If the special involuntary termination occurs following the change in control and the awards are assumed or otherwise continued following the change in control, then the awards will vest on the date of the executive’s termination of employment.

Performance Share Units upon Termination. In the event of a voluntary separation or termination by the Company with or without cause, the recipient will forfeit any outstanding performance share units.

Under the performance share units granted in November 2019, in the event of death, disability or if the executive’s employment with the Company or its subsidiaries terminates prior to December of year three as a result of a special involuntary, the performance share units will immediately vest assuming a performance unit payout percentage of 100% of target instead of the performance unit payout percentage that would otherwise be determined at the end of the performance period. Under the performance share units granted after November 2020, in the event of death or disability, the recipient becomes vested in a number of performance share units equal to the percentage of time the recipient was employed during the vesting period multiplied by the target number of performance share units awarded. Under all of the performance share units, if the recipient dies or is disabled, the Compensation Committee, in its sole discretion, may determine the performance percentage in an amount up to 200%.

Under the performance share unit awards granted in or after November 2020, if the executive’s employment with the Company or its subsidiaries terminates prior to December 1 of year three as a result a special involuntary termination, the performance share units will immediately vest assuming a performance unit payout percentage of 100% of target instead of the performance unit payout percentage that would otherwise be determined at the end of the performance period.

If the recipient retires before the end of the performance period, the recipient becomes vested in a number of performance share units equal to the percentage of time the recipient was employed during the vesting period

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multiplied by the target number of performance share units awarded. “Retirement” for purposes of the performance share units means termination of employment other than for cause on or after the date on which the recipient has achieved ten years of continuous service with the Company and is age 60.

Restricted Stock Units upon Termination. In the event of a voluntary separation or termination by the Company with or without cause, the recipient will forfeit the unvested portion of the restricted stock units award.

In the event of death or disability, the recipient becomes vested in a number of shares of restricted stock units equal to the percentage of time the recipient was employed during the vesting period multiplied by the total number of shares of restricted stock units the recipient was awarded. The Compensation Committee may decide to vest all of the shares of restricted stock units.

If the recipient retires before the full vesting of restricted stock unit awards, the recipient becomes vested in a number of restricted stock units equal to the percentage of time the recipient was employed during the vesting period multiplied by the total number of shares of restricted stock units the recipient was awarded. Retirement for purposes of the restricted stock units is defined in the same manner as for the performance share units.

Restrictive Covenants. The long-term equity incentive awards granted to our named executive officers with certain restrictive covenants that generally mirror the release requirements and confidentiality restrictions found in our change in control agreements described above. The awards were also granted with non-solicitation provisions that generally prevent the named executive officers from soliciting any employee or service provider of us or our affiliates for one year following a termination of employment.

Quantification of Benefits

The following table summarizes the compensation and other benefits that would have become payable to each named executive officer assuming his employment terminated on December 31, 2021, given the named executive officer’s base salary as of that date, and, if applicable, the closing price of our common stock on December 31, 2021, which was $32.78. In addition, the following table summarizes the compensation that would become payable to the named executive officers assuming that a change in control occurred on December 31, 2021.

In reviewing these tables, please note the following:

• |  | Accrued vacation for a specific year is not allowed to be carried over to a subsequent year, so we assumed all accrued vacation for the 2021 fiscal year was taken prior to December 31, 2021. Because we accrue vacation in any given year for the following year, amounts reported as “Cash Severance” include accrued vacation amounts accrued in 2021 for the 2022 fiscal year.

• |  | The row entitled “Performance Share Units” reports amounts payable with respect to outstanding performance share unit awards issued by us. For amounts payable to the named executive officers with respect to performance share unit awards, we assumed the performance share units would settle at 100%. The number of units paid at the end of the performance period may vary from the amounts reflected in the following tables, based on our actual achievement compared to the performance targets. For additional information regarding the potential payouts, see “Compensation Discussion and Analysis—2021 Executive Compensation Decisions—Long-Term Equity Incentive Compensation—Performance Share Unit Awards,” “Compensation Discussion and Analysis—2022 Executive Compensation Decisions—Long-Term Equity Incentive Compensation for Named Executive Officers—Performance Share Unit Awards,” “Executive Compensation—2021 Grants of Plan-Based Awards” and “Executive Compensation—Outstanding Equity Awards at Fiscal Year End.”

• |  | For the amounts shown in the row entitled “Restricted Stock Units” under the column entitled “Death or Disability,” we have reflected accelerated vesting based on the length of employment during the vesting period for each award.

• |  | Only Mr. Creery was eligible for retirement as of December 31, 2021, therefore we have not reflected retirement benefits in the table below, nor have we addressed amounts due upon retirement for any other named executive officers. Assuming that Mr. Creery had retired on December 31, 2021, his retirement benefits would have consisted of accelerated vesting of restricted stock units valued at $63,603 and accelerated vesting of performance share units valued at $536,422. We assumed that Mr. Creery’s performance share units would vest according to the pro-rata formula within his award agreements, therefore the number of units paid upon a retirement scenario described above could vary from that level.

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• |  | The amounts shown in the row entitled “Medical and Dental Benefits” represent amounts equal to the monthly premium payable pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for medical and dental premiums, multiplied by 12 months for each of the named executive officers.

• |  | No amounts potentially payable pursuant to the NQDC Plan are included in the table below since neither the form nor amount of any such benefits would be enhanced or vesting or other provisions accelerated in connection with any of the triggering events disclosed below. Please refer to the section titled “—Nonqualified Deferred Compensation” for additional information regarding these benefits.

• |  | With respect to Mr. Voliva, his 2020 HEP Award has been included in the calculations below. The acceleration terms of his award are the same as described above for the 2020 restricted stock units granted to our NEOs.

Benefits and Payments |  | Change in Control and Involuntary Termination Without Cause or Voluntary Departure for Good Reason or a Special Involuntary Termination ($) |  |  | Without Cause ($) |  |  | Death or Disability ($) |
Michael C. Jennings |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Severance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 9,240,418 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Performance Share Units |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 9,697,963 |  |  |  |  |  |  |  |  |  |  | $ | 3,334,046 |  |  | $ | 3,334,046 |
Restricted Stock Units |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 5,275,613 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | 292,885 |
Medical and Dental Benefits |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 26,568 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 24,240,562 |  |  |  |  |  |  |  |  |  |  | $ | 3,334,046 |  |  | $ | 3,626,930 |
Richard L. Voliva III |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Severance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 3,033,026 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Performance Share Units |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,895,720 |  |  |  |  |  |  |  |  |  |  | $ | 1,094,388 |  |  | $ | 1,094,388 |
Restricted Stock Units |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,075,630 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | 114,674 |
Medical and Dental Benefits |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 0 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
HEP Equity Awards |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 899,216 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | 40,958 |
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 8,903,591 |  |  |  |  |  |  |  |  |  |  | $ | 1,094,388 |  |  | $ | 1,250,021 |
Timothy Go |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Severance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 3,113,494 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Performance Share Units |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,624,203 |  |  |  |  |  |  |  |  |  |  | $ | 613,293 |  |  | $ | 613,293 |
Restricted Stock Units |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,634,988 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | 253,343 |
Medical and Dental Benefits |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 26,568 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 8,399,252 |  |  |  |  |  |  |  |  |  |  | $ | 613,293 |  |  | $ | 866,636 |
Thomas G. Creery |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Severance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 2,243,121 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Performance Share Units |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,613,563 |  |  |  |  |  |  |  |  |  |  | $ | 630,336 |  |  | $ | 630,336 |
Restricted Stock Units |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,140,744 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | 63,603 |
Medical and Dental Benefits |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 18,840 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 5,016,268 |  |  |  |  |  |  |  |  |  |  | $ | 630,336 |  |  | $ | 693,938 |
Vaishali S. Bhatia |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Severance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 1,713,370 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Performance Share Units |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,309,594 |  |  |  |  |  |  |  |  |  |  | $ | 338,511 |  |  | $ | 338,511 |
Restricted Stock Units |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,024,572 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | 42,977 |
Medical and Dental Benefits |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 0 |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 4,047,536 |  |  |  |  |  |  |  |  |  |  | $ | 338,511 |  |  | $ | 381,488 |

2022 Proxy Statement 69

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Compensation Practices and Risk Management

Certain members of our management are responsible for annually reviewing the relationship between our risk assessment guidelines and our compensation programs. In addition, certain members of our management and the Compensation Committee annually review the features and characteristics of our compensation programs, including particular areas that could encourage employees to take excessive risk or focus on short-term results at the expense of long-term value creation, to confirm that our compensation programs do not encourage excessive and unnecessary risk taking. As a part of this review, the Compensation Committee and certain members of management review salaries, annual incentive bonus awards, including the targets established for the annual incentive bonus awards, and long-term equity incentive awards, including the performance measures used for a portion of the long-term equity incentive awards, at all levels of the Company.

Although the majority of the compensation provided to the named executive officers is performance-based, we believe our compensation programs do not encourage excessive and unnecessary risk taking by executive officers (or other employees) because these programs are designed to encourage employees to remain focused on both our short- and long-term operational and financial goals. In addition, we explicitly include Company safety and environmental performance in determining potential payouts under our annual incentive cash plan for our senior executives.

While annual cash-based incentive bonus awards play an appropriate role in the executive compensation program, the Compensation Committee believes that payment determined based on an evaluation of our performance on a variety of measures, including our performance compared to our industry peers, mitigates excessive risk-taking that could produce unsustainable gains in one area of performance at the expense of our overall long-term interests. In addition, performance goals reflect our past performance and market conditions affecting our industry.

An appropriate part of total compensation is fixed for the named executive officers, while another portion is variable and linked to performance. A portion of the variable compensation we provide is comprised of long-term incentives. A portion of the long-term incentives we provide is in the form of restricted stock units subject to time-based vesting conditions, which retain value even in a depressed market, so executives are less likely to take unreasonable risks. With respect to our performance share unit awards, assuming achievement of at least a minimum level of performance, payouts result in some compensation at levels below full target achievement, in lieu of an “all or nothing” approach.

As discussed above, while a portion of our potential annual compensation is incentive based, we have also instituted policies and programs designed to discourage unnecessary risk-taking, which is not in our long-term interests. For example, our stock ownership policy requires our executives to hold at least a specified level of stock (in addition to any unsettled performance based equity awards), which aligns our executives’ interests with those of our long-term stockholders. Also, our Clawback Policy requires the return of annual and long-term incentive compensation for misconduct resulting in a material financial restatement.

Based on the foregoing and our annual review of our compensation programs, we do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on the Company or our stockholders.

CEO Pay Ratio

We identified the median employee by examining the taxable wages for all U.S., Canada, and the Netherlands employees, including our CEO, who were employed by us on December 15, 2021. We included all U.S., Canada and the Netherlands employees, whether employed on a full-time, part-time, temporary or seasonal basis. As of December 15, 2021, the Company employed 4,176 such persons. As permitted by the SEC rules, we excluded our 50 employees located in Austria, China, Germany and the U.K. as of December 15, 2021 since those employees comprise less than 5% of our 4,276 worldwide employees. We did not make any assumptions, adjustments or estimates with respect to the taxable wages other than deducting stock vesting from the taxable wages, and we did not annualize the wages for any employees that were not employed by us for all of 2021. We believe the use of taxable wages is the most appropriate compensation measure since it allows for a consistent measurement for employees in different countries.

70 HF Sinclair Corporation

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After identifying the median employee based on total taxable wages, we calculated annual 2021 compensation for the median employee using the same methodology used to calculate the chief executive officer’s total compensation as reflected in the Summary Compensation Table above. The median employee’s annual 2021 compensation was as follows:

Name |  | Year |  | Salary |  |  | Stock Awards |  | Non-Equity Incentive Plan Compensation |  | All Other Compensation |  | Total
Median Employee |  | 2021 |  | $ | 103,189 |  |  | — |  | $20,312 |  | $12,350 |  | $135,851

Our 2021 ratio of chief executive officer total compensation to the median employee’s total compensation is reasonably estimated to be 84:1.

2022 Proxy Statement 71

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Stock Ownership

The tables below provide information regarding the beneficial ownership of the Company’s common stock as of April 14, 2022 for:

• |  | each of our directors;

• |  | each of our named executive officers;

• |  | all directors and executive officers as a group; and

• |  | each known beneficial owner of more than five percent of the Company’s common stock.

The tables below list the number of shares beneficially owned based on 223,229,684 shares of common stock outstanding as of April 14, 2022. Our directors and executive officers do not, individually or as a group, own more than 1.0% of the Company’s common stock.

Beneficial ownership of the Company’s common stock is determined in accordance with SEC rules and regulations and generally includes voting power or investment power with respect to securities held. Except as indicated and subject to applicable community property laws, to our knowledge the persons named in the tables below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Except to the extent otherwise disclosed below, the directors and named executive officers have no shares pledged as securities nor any other rights to acquire beneficial ownership of shares.

Directors and Named Executive Officers

Name of Beneficial Owner |  | Number of Shares |
Thomas G. Creery (1) |  |  | 156,508 |
Richard L. Voliva III (1)(2)(3) |  |  | 124,076 |
Franklin Myers (4) |  |  | 84,215 |
Michael C. Jennings (1)(2) |  |  | 78,947 |
James H. Lee (2)(4) |  |  | 58,638 |
Leldon E. Echols (4) |  |  | 52,123 |
Michael E. Rose (2)(4) |  |  | 50,405 |
Robert J. Kostelnik (4) |  |  | 47,235 |
Timothy Go (1) |  |  | 35,308 |
Anne-Marie N. Ainsworth (4) |  |  | 18,588 |
Anna C. Catalano (4) |  |  | 18,588 |
Vaishali S. Bhatia (1) |  |  | 16,969 |
R. Craig Knocke (4) |  |  | 15,990 |
Manuel J. Fernandez (2)(4) |  |  | 10,753 |
Ross B. Matthews (5) |  |  | — |
Norman J. Szydlowski (5) |  |  | — |
All directors and executive officers as a group (17 persons) (6) |  |  | 782,505 |

(1) | The number reported does not include unvested restricted stock units and performance share units held by the executive officers, except for Mr. Creery, it includes 9,182 shares of common stock to be issued to him upon settlement of restricted stock units and 23,604 shares of common stock to be issued to him upon settlement of performance share units, which may vest and be settled within 60 days of April 14, 2022 under certain circumstances. Until settled, the executive officers have no voting or dispositive power over the common stock underlying the restricted stock units and the performance share units. Please see the section entitled “Outstanding Equity Awards at Fiscal Year End” for details regarding the unvested restricted stock units and performance units held by the named executive officers.

72 HF Sinclair Corporation

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(2) | Messrs. Fernandez, Lee, Jennings, Rose and Voliva each own common units of HEP, a subsidiary of the Company, as set forth in the following table:

Name of Beneficial Owner |  | Number of Units |
Michael E. Rose |  |  | 26,919 |
Michael C. Jennings |  |  | 26,377 |
James H. Lee (a)(b) |  |  | 20,479 |
Richard L. Voliva III |  |  | 17,840 |
Manuel J. Fernandez |  |  | 3,100 |
HF Sinclair directors and executive officers as a group (5 persons) |  |  | 94,715 |

| (a) | The number reported includes 6,076 common units to be issued to Mr. Lee upon settlement of phantom units, which may vest and be settled within 60 days of April 14, 2022 under certain circumstances. Until settled, Mr. Lee has no voting or dispositive power over the common stock underlying the phantom units.

| (b) | The number reported includes 285 common units owned by Mr. Lee’s wife. Mr. Lee’s wife has the right to receive distributions from, and the proceeds from the sale of, these common units. Mr. Lee disclaims beneficial ownership of the common units held by his wife except to the extent of his pecuniary interest therein.

As of April 14, 2022, there were 126,440,201 HEP common units outstanding. Messrs. Fernandez, Lee, Jennings, Rose and Voliva each own less than 1% of the outstanding common units of HEP.

(3) | The number reported includes 17,034 shares of common stock held by Mr. Voliva’s wife for which Mr. Voliva disclaims beneficial ownership except to the extent of his pecuniary interest therein.

(4) | The number reported includes 4,180 shares of common stock to be issued to the non-management director upon settlement of restricted stock units, which may vest and be settled within 60 days of April 14, 2022 under certain circumstances. Until settled, the non-management director has no voting or dispositive power over the common stock underlying the restricted stock units.

(5) | Messrs. Matthew and Szydlowski were appointed to the Board effective March 15, 2022. As of April 14, 2022, they had not received any equity awards, but as non-management directors are entitled to receive the same compensation as the other non-management directors for the portion of their service during the 2022 fiscal year.

(6) | The Company’s directors and executive officers, as a group, own 0.35 percent of the Company’s common stock. The number reported includes 37,620 shares of common stock to be issued to non-management directors upon settlement of restricted stock units, which may vest and be settled within 60 days of April 14, 2022 under certain circumstances and 9,182 shares of common stock to be issued to Mr. Creery upon settlement of restricted stock units and 23,604 shares of common stock to be issued to Mr. Creery upon settlement of performance share units, which may vest and be settled within 60 days of April 14, 2022 under certain circumstances. Until settled, the non-management directors and Mr. Creery have no voting or dispositive power over the common stock underlying the restricted stock units or the performance share units.

Five Percent Holders

The following table sets forth information regarding the number and percentage of shares of common stock held by all entities and other persons known by the Company to beneficially own five percent or more of the Company’s outstanding common stock. The number of shares of common stock reported as beneficially owned by each of the entities identified below is included in reliance on reports filed with the SEC by these entities.

Name and address of Beneficial Owner |  | Number of Shares |  |  | Percentage of Outstanding Shares |
The Sinclair Companies (1) |  |  | 60,230,036 |  |  |  | 26.98 | %
The Vanguard Group (2) |  |  | 14,006,834 |  |  |  | 6.27 | %
BlackRock, Inc. (3) |  |  | 13,079,178 |  |  |  | 5.86 | %
TCTC Holdings, LLC (4) |  |  | 12,561,896 |  |  |  | 5.63 | %
Boston Partners (5) |  |  | 11,285,634 |  |  |  | 5.06 | %

2022 Proxy Statement 73

##### Table of Contents

(1) | According to a Schedule 13D filed on March 24, 2022 by The Sinclair Companies (“Sinclair”) and Carol Orme Holding, Sinclair has shared voting power with respect to 60,230,036 shares and shared dispositive power with respect to 57,660,036 shares, and Mrs. Holding has shared voting power with respect to 60,230,036 shares and shared dispositive power with respect to 57,660,036 shares. As a result of her relationship with Sinclair, Mrs. Holding may be deemed to beneficially own such shares under applicable securities law and SEC guidance. Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership to the maximum extent permitted by law. The address for Sinclair and Mrs. Holding is 550 East South Temple, Salt Lake City, Utah 84102.

(2) | According to a Schedule 13G/A filed on February 9, 2022 by The Vanguard Group (“Vanguard”), Vanguard has shared voting power with respect to 92,424 shares, sole dispositive power with respect to 13,801,501 shares and shared dispositive power with respect to 205,333 shares. The address for Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(3) | According to a Schedule 13G/A filed on February 1, 2022 by Blackrock, Inc. (“Blackrock”), Blackrock has sole voting power with respect to 12,228,246 shares and sole dispositive power with respect to 13,079,178 shares. The address for Blackrock is 55 East 52nd Street, New York, New York 10055.

(4) | According to a Schedule 13D/A filed on February 15, 2019 by TCTC Holdings, LLC (“TCTC”) and its two wholly-owned subsidiaries Turtle Creek Trust Company, LTA (“Trust Company”) and Trust Creek Management, LLC (“Management”), (a) TCTC may be deemed to beneficially own and has sole voting and dispositive power with respect to 12,561,896 shares, (b) Trust Company may be deemed to beneficially own and has sole voting and dispositive power with respect to 12,510,831 shares, and (c) Management may be deemed to beneficially own and has sole voting and dispositive power with respect to 51,065 shares. Mr. Knocke is the Director of Trust Company and a Principal and non-controlling manager and member of TCTC. Mr. Knocke is not deemed to beneficially own the shares reported by TCTC because he does not have voting or dispositive power over such shares. The address for TCTC, Trust Company and Management is 3838 Oak Lawn, Suite 1650, Dallas, Texas 75219.

(5) | According to a Schedule 13G filed on February 11, 2022 by Boston Partners, Boston Partners has sole voting power with respect to 9,162,322 shares, shared voting power with respect to 21,767 shares and sole dispositive power with respect to 11,285,634 shares. The address for Boston Partners is One Beacon Street 30th FL, Boston, Massachusetts 02108.

74 HF Sinclair Corporation

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Equity Compensation Plan Information

We currently maintain one equity plan, the HF Sinclair Corporation Amended and Restated 2020 Long-Term Incentive Plan (the “LTIP”), for the benefit of our employees, directors and consultants. However, awards granted in years prior to 2020 were made under our prior equity compensation plan which terminated pursuant to its terms on December 31, 2020.

The following table sets forth certain aggregate information regarding both plans as of December 31, 2021.

Plan Category(1) |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |  | Weighted-average exercise price of outstanding options, warrants and rights (b) |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by stockholders |  | 3,333,792(2) |  | — |  | 3,374,879(3)
Total |  | 3,333,792 |  | — |  | 3,374,879

(1) | All stock-based compensation plans are described in Note 8 to our consolidated financial statements included in HollyFrontier’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

(2) | As of December 31, 2021, there were 2,469,166 full-value awards outstanding, which includes 1,604,540 restricted stock unit awards outstanding and 864,626 performance share unit awards outstanding based on the target payout level at the time of vesting. The number of full-value awards outstanding reported in the table above assumes a maximum payout level for the performance share unit awards at the time of vesting, which results in 1,729,252 shares subject to performance share unit awards outstanding as of December 31, 2021 and a total of 3,333,792 full-value awards outstanding as of December 31, 2021 (which includes the 1,604,540 restricted stock unit awards outstanding as of December 31, 2021). There were no options outstanding under the LTIP as of December 31, 2021.

(3) | This number is calculated assuming performance share unit awards granted to our key employees under the LTIP will be settled at the maximum payout level at the time of vesting. If the performance share unit awards are paid at the target payout level, 864,626 shares would be issued upon the vesting of such performance share unit awards and the number of shares available for issuance would increase to 4,239,505.

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Certain Relationships and Related Person Transactions

Related Person Transactions

The Company provides various general and administrative services to HEP under the terms of an Omnibus Agreement. In 2021, under the Omnibus Agreement, HEP paid the Company an annual administrative fee of $2.6 million. The administrative fee is increased annually for changes in the Producers Price Index-Commodities-Finished Goods, (PPI), et al. and may increase in connection with the expansion of HEP’s operations through the acquisition or construction of new assets or businesses. Effective as of March 14, 2022, the administrative fee increased from $2.6 million to $5.0 million in light of the increased general and administrative services to be provided by the Company to HEP and its affiliates in connection with the closing of the Sinclair Transactions. The administrative fee covers expenses the Company incurs in performing centralized corporate functions for HEP, such as executive services, tax, legal, accounting, treasury, information technology and other corporate services, including the administration of employee benefit plans. The fee does not include salaries of personnel who perform services for HLS or the cost of their employee benefits, such as 401(k), pension, and health insurance benefits. In addition, also effective as of the closing of the Sinclair Transactions on March 14, 2022, the Omnibus Agreement also includes a temporary monthly administrative fee to be paid by HEP of $62,500 for temporary transition services associated with the integration of the businesses the Company acquired in the Sinclair Transactions.

In addition, under a secondment arrangement with HLS, the Company seconds certain of its employees to HLS to provide operational and maintenance services with respect to certain of HEP’s processing, refining, pipeline and tankage assets at certain of the Company’s refineries, including routine operational and maintenance activities. During their period of secondment, the seconded employees are under the management and supervision of HLS. HLS is required to reimburse the Company for the prorated portion of the wages, benefits, and other costs of these employees.

Julia Heidenreich, Vice President, Renewables, is the wife of Mr. Voliva, Executive Vice President and Chief Financial Officer of the Company. Ms. Heidenreich received cash and equity compensation totaling $723,174 in 2021. Ms. Heidenreich does not report to Mr. Voliva.

Ross B. Matthews, a member of our Board, currently serves as Chief Operating Officer of REH Company (formerly known as The Sinclair Companies) and members of his immediate family control REH Company, which received 60,230,036 shares of HF Sinclair common stock, representing 26.98 percent of HF Sinclair’s common stock as purchase consideration upon the closing of the Sinclair Transactions. Of these 60,230,036 shares of HF Sinclair common stock, 2,570,000 shares are currently held in escrow to secure REH Company’s obligations under Section 6.22 of the Agreement.

Pursuant to the Agreement, following the closing of the Sinclair Transactions, the Company and REH Company have ongoing indemnification obligations to each other as more specifically detailed in the Agreement. Each party will indemnify the other for (i) any breach or inaccuracy of fundamental representations, and (ii) breach of or failure to perform any of its covenants or agreements contained in the Agreement. The Company will also indemnify REH Company for its failure to pay or discharge an assumed liability when due. REH Company will also indemnify the Company for its failure to pay or discharge a retained liability when due, certain indebtedness and certain taxes.

Pursuant to the Stockholders Agreement, effective as of the closing of the Sinclair Transactions, by and among the Company, REH Company and the stockholders set forth on Schedule I to the Stockholders Agreement (the” REH Stockholders” and together with REH Company, the “REH Parties”), the Company granted certain director nomination and registration rights to the REH Parties and the REH Parties agreed to certain lock-up, standstill and voting restrictions, each as summarized below:

• |  | Director Designees: REH Company shall have the right to nominate (a) two persons to the Board at the closing of the Sinclair Transactions and for so long as the REH Parties beneficially own common stock constituting not less than 15% of all outstanding HF Sinclair Common Stock and (b) one person to the Board for so long as the REH Parties beneficially own less than 15% but more than or equal to 5% of all outstanding HF Sinclair Common Stock.

• |  | Lock-up Restrictions: 75% of the shares (the “Restricted Shares”) of HF Common Stock issued to REH (and indirectly the other REH Parties) are subject to a “lock-up” period commencing on the closing of the Sinclair Transactions, with one-third of such Restricted Shares being released from such restrictions on the date that is six months after

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| the closing, one-third of the Restricted Shares being released from such restrictions on the first anniversary of the closing date, and the remainder being released from such restrictions on the date that is 15 months from the closing date. In addition, until the earliest to occur of (i) the date on which the REH Parties beneficially own HF Sinclair Common Stock constituting less than 5% of all outstanding HF Sinclair Common Stock and (ii) the date on which a Change of Control (as defined in the Stockholders Agreement) occurs, the REH Parties will be prohibited from transferring the shares of HF Sinclair Common Stock owned by them to certain prohibited transferees, subject to certain permitted exceptions.

• |  | Registration Rights: The Company agreed to file a shelf registration statement to permit the public resale of all the registrable securities held by the REH Parties. The Company also agreed to support underwritten offerings of shares of HF Sinclair Common Stock held by the REH Parties within the prescribed time periods outlined in the Stockholders Agreement.

• |  | Standstill Restrictions: The REH Parties have agreed to certain customary standstill provisions prohibiting them from, among other things, (i) making a public announcement, or otherwise soliciting, to effect or effecting any business combination, merger, tender offer, exchange offer or similar transaction (whether or not involving a Change of Control) involving HF Sinclair or any of its subsidiaries, (ii) forming, joining or participating in any group with respect to the HF Sinclair Common Stock; or (iii) otherwise acting with any person, to seek to control the management, the Board or the policies of HF Sinclair. The standstill provisions continue in effect until the earliest to occur of (i) the fourth anniversary of the closing date, (ii) the date on which the REH Parties beneficially own HF Sinclair Common Stock constituting less than 10% of all outstanding HF Sinclair Common Stock, and (iii) the date on which a Change of Control occurs.

• |  | Voting Restrictions: The REH Parties have agreed to vote at any annual or special meeting of the stockholders all shares of HF Sinclair Common Stock held by them (i) in accordance with the Board’s recommendations in respect of stockholder proposals and certain proposals submitted by HF Sinclair, including the ratification of HF Sinclair’s independent public accounting firm, “say-on-pay” votes, and proposals relating to an incentive compensation plan or a material amendment thereof, and (ii) with respect to each nominee for election to the Board, either (in their sole discretion) (A) in accordance with the Board’s recommendation, or (B) in the same proportion as the votes cast by stockholders of HF Sinclair who are not REH Parties. The voting agreements continue until the date on which the REH Parties are no longer entitled to nominate a director to the Board.

Effective as of the closing of the Sinclair Transactions, the Company and REH Company entered into a Transition Services Agreement pursuant to which both parties will provide certain transition services to the other (the “Transition Services Agreement”). The Company will pay an hourly rate for each REH Company employee that provides services to the Company, which in the aggregate over the projected term, is expected to exceed $120,000. REH Company will pay a monthly fee to the Company for services the Company provides to REH Company at a monthly fee, which in the aggregate over the projected term, is expected to exceed $120,000.

Review, Approval or Ratification of Transactions with Related Persons

The Board adopted a written related party transactions policy to document procedures for the notification, review, approval, ratification and disclosure of related party transactions. Under the policy, a “related person” includes any director, director nominee, executive officer, or holder (together with any of its controlling or controlled affiliates) of more than 5% percent of our voting stock, an immediate family member of any of the foregoing persons or an entity that is owned or controlled by any of the foregoing persons, any of the foregoing persons have a substantial ownership interest or control, or an entity in which any of the foregoing persons is an executive officer or general partner, or holds a similar position. The policy applies to any transaction, arrangement, or relationship or series of similar transactions, arrangements or relationships (including indebtedness or guarantee of indebtedness) in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (ii) we or our subsidiaries are a participant, and (iii) a related person has a direct or indirect material interest.

Certain transactions, including compensation for services provided to a related person, such as an executive officer or director, are pre-approved under the policy. Any transactions between us or any of our subsidiaries, on the one hand, and Holly Energy Partners, L.P. or any of its subsidiaries, on the other hand, shall be reviewed and approved in accordance with the process established, and under the authority delegated, by the Board for the review, evaluation and negotiation of intercompany transactions and shall not constitute a related party transaction under the policy.

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The policy provides that the Audit Committee will be responsible for reviewing and approving related party transactions that may arise within our Company. The Audit Committee will review the material facts of all related party transactions that require the committee’s approval and either approve or disapprove of the entry into the related party transaction. The policy prohibits any director from participating in any discussion or approval of a related party transaction for which such director is a related person, except that such director is required to provide all material information concerning the interested transaction to the committee. Related party transactions required to be disclosed in our SEC reports are reported through our disclosure controls and procedures.

The Code of Business Conduct and Ethics governs conflicts of interests involving employees who are not covered by the related party transaction policy described above. Conflict of interest transactions may be authorized if they are found to be in the best interest of the Company based on all relevant facts. Pursuant to the Code of Business Conduct and Ethics, conflicts of interest are to be disclosed to and reviewed by a supervisor who does not have a conflict of interest, the Human Resources Department or the Legal and Compliance Department, and approval must be obtained prior to proceeding with the potentially conflicted situation.

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Ratification of Appointment of Ernst & Young LLP

(Proposal 3)

The Audit Committee has appointed Ernst & Young LLP, an independent registered public accounting firm, to be the Company’s auditor for fiscal year 2022. The Board is asking stockholders to ratify this appointment. SEC regulations and the NYSE listing requirements require the Company’s independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee. However, the Board considers the selection of an independent registered public accounting firm to be an important matter to stockholders. Accordingly, the Board considers a proposal for stockholders to ratify this appointment to be an opportunity for stockholders to provide input to the Audit Committee and the Board on a key corporate governance issue. If the stockholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will reconsider the selection of that firm as the Company’s independent registered public accounting firm.

Ernst & Young LLP has conducted the Company’s audits since 1977. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement. They will also be available to respond to appropriate questions. For additional information regarding our independent registered public accounting firm, see “Independent Public Accountants.”

Required Vote and Recommendation

The ratification of the appointment of Ernst & Young LLP requires the approval of a majority of the votes cast on the proposal.

|  | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE BOARD’S SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.

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Independent Public Accountants

Selection

Ernst & Young LLP served as our independent registered public accounting firm for 2021 and has been appointed by the Audit Committee to continue to serve in that capacity for 2022.

Audit and Non-Audit Fees

The following table sets forth the fees paid to Ernst & Young LLP for services provided during 2021 and 2020. All of the fees paid were approved by the Audit Committee.

(in thousands) |  | 2021 |  |  | 2020 |
Audit Fees (1) |  | $ | 3,936 |  |  | $ | 3,625 |
Audit-Related Fees (2) |  |  | 5 |  |  |  | 5 |
Tax Fees (3) |  |  | 1,028 |  |  |  | 1,027 |
All Other Fees |  |  | — |  |  |  | — |
Total |  | $ | 4,969 |  |  | $ | 4,662 |

(1) | Represents fees for professional services provided in connection with the audits of the Company’s annual financial statements and internal control over financial reporting, statutory and regulatory filings and review of the Company’s quarterly financial statements.

(2) | Represents fees for professional services provided in connection with due diligence services, attest services and consultations concerning financial accounting and reporting standards not classified as audit fees.

(3) | Represents fees for professional services provided in connection with tax advisory, compliance and planning.

Pre-Approval Policies and Procedures

The Audit Committee’s policy is to pre-approve all audit services performed by the independent auditor to assure that performing such services does not impair the auditor’s independence.

The Audit Committee may also pre-approve fees related to other non-recurring services. The Chairperson of the Audit Committee may approve certain services from time to time; however, any such decisions made must be reported to the Audit Committee at the next meeting of the Audit Committee.

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Audit Committee Report

The Company’s management is responsible for preparing our financial statements and for our system of internal control over financial reporting. Ernst & Young LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon. The Audit Committee is responsible for overseeing management’s conduct of the financial reporting process and system of internal control. The Audit Committee also is responsible for selecting, engaging and overseeing the work of the Company’s independent registered public accounting firm, which reports directly to the Audit Committee, and evaluating its qualifications and performance. Among other things, to fulfill its responsibilities, the Audit Committee:

• |  | reviewed and discussed with both management and Ernst & Young LLP HollyFrontier Corporation’s quarterly unaudited consolidated financial statements and annual audited financial statements for the year ended December 31, 2021, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements, including those in management’s discussion and analysis thereof;

• |  | discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the PCAOB, the SEC and the New York Stock Exchange;

• |  | discussed with Ernst & Young LLP matters relating to its independence and received the written disclosures and letter from Ernst & Young LLP required by applicable requirements of PCAOB regarding the independent accountant’s communications with the Audit Committee concerning the firm’s independence;

• |  | discussed with our internal auditors and Ernst & Young LLP the overall scope and plans for their respective audits and met with the internal auditors and Ernst & Young LLP, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting; and

• |  | considered whether Ernst & Young LLP’s provision of non-audit services to the Company is compatible with the auditor’s independence.

Taking all of these reviews and discussions into account, the Audit Committee recommended to the Board that the audited financial statements for the year ended December 31, 2021 be included in HollyFrontier Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

Audit Committee of the Board of Directors

Manuel J. Fernandez Chairperson |  | Leldon E. Echols |  | James H. Lee |  | Michael E. Rose

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Stockholder Proposal Regarding Shareholder Right to Call a Special Shareholder Meeting (Proposal 4)

In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which we and our Board accept no responsibility. The stockholder proposal is required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. As explained below, our Board unanimously recommends that you vote “AGAINST” the stockholder proposal.

Mr. Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, New York 11021, who has continuously held no less than 100 shares of the Company’s common stock since October 27, 2021, has submitted a stockholder proposal and requested that it be included, along with Mr. Steiner’s supporting statement, in this proxy statement. The Board accepts no responsibility for the content and accuracy of the proposed resolution and supporting statement. The stockholder proposal and supporting statement are reproduced verbatim from the stockholder proponent’s letter to the Company dated October 12, 2021 and received by the Company on October 20, 2021.

Proposal and Supporting Statement by Stockholder Proponent

Proposal 4 – Shareholder right to Call a Special Shareholder Meeting

Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareowner meeting. This includes that each shareholder shall have an equal right per share to formally participate in the calling for a special shareholder meeting.

Currently it takes a theoretical 51% of all shares outstanding to call for a special shareholder meeting. This theoretical 51% of all shares outstanding translates into 68% of the shares that vote at our annual meeting.

It would be hopeless to expect that shares that do not have time to vote would have the time to go through the special procedural stops to call for a special shareholder meeting. And 68% of shares is far higher than the percentage of shares that would be need to approve a ballot items at a special shareholder meeting.

A reasonable shareholder right to call for a special shareholder meeting to elect a new director can make shareholder engagement meaningful. If management is insincere in its shareholder engagement,. a right for shareholders to call for a special meeting in our bylaws can make management think twice about insincerity.

A shareholder right to call for a special shareholder meeting in our bylaws will help ensure that management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for a special shareholder meeting. Our bylaws give no assurance that shareholder engagement will continue.

A reasonable shareholder right to call for a special shareholder meeting could give directors more of an incentive to improve their performance. For instance, Mr. Franklin Myers, HollyFrontier Chairman, received the most negative votes of any HollyFrontier director—up to 17-times the negative votes as other HollyFrontier directors.

This is a best practice governance proposal in the same spirit as the 2021 simple majority vote proposal to reform our undemocratic 67% shareholder voting rules that won our 84% support.

Please vote yes:

Special Shareholder Meeting Improvement – Proposal 4

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The Company’s

Statement of Opposition

The Board has carefully reviewed the stockholder proposal and, for the reasons described below, recommends that you vote AGAINST it.

Our stockholders already have the right to call special meetings

Currently, the Company’s By-laws allow stockholders owning a majority of the Company’s outstanding shares to call a special meeting. This right reflects a balanced approach to enhancing stockholder rights while protecting the interests of all stockholders.

Our Board believes that the current threshold to call a special meeting provides stockholders with assurance that a reasonable number of stockholders consider a matter important enough to warrant a special meeting. In particular, reducing the threshold to 10%, as proposed, could cause the Company to spend time and resources on a special meeting even if holders of up to 90% of our shares do not want a special meeting. If the proposal were adopted, a relatively small minority of stockholders—potentially with narrow, short-term interests—could call an unlimited number of special meetings, without regard to how the direct costs and other burdens might impact the Company’s future success or the interests of the vast majority of stockholders.

Preparing for, and holding, a special meeting is time-consuming and expensive, and more than one-third of S&P 500 companies do not grant stockholders the right to call a special meeting. Holding a special meeting at the request of such a small minority of stockholders has the potential to injure the Company, as special meetings demand significant attention from the Board and senior management and disrupt normal business operations. As a result, we believe special meetings should be limited to when there are urgent and important strategic matters or profound fiduciary concerns. The majority threshold helps avoid waste of Company and stockholder resources on addressing narrow or special interests.

Our stockholders can be assured that their right to be apprised of, and vote on significant matters is protected not only by their existing right to call special meetings, but also by state law and other regulations. We are incorporated in Delaware. Delaware law requires that major corporate actions, such as a merger or sale of all or substantially all of the Company’s assets, be approved by its stockholders. We are also listed on the NYSE, which requires, among other things, that listed companies obtain stockholder approval for issuances of equity representing more than 20% of an issuer’s voting power as well as equity compensation plans and significant issuances of equity to related parties.

Our Board strongly believes that the current threshold is a reasonable and meaningful threshold affording stockholders a significant right and is part of an entire suite of rights that the Company provides to its stockholders.

We have established multiple governance mechanisms to ensure meaningful stockholder participation and accountability of the Board and management to stockholders

In addition to the existing right of stockholders to call a special meeting, the Board has in place robust corporate governance policies that provide stockholders with a meaningful voice to communicate their priorities to the Board and management. While the proponent dismisses or ignores these rights, they are meaningful opportunities for stockholders to voice their concerns. These rights include:

| • |  | Annual election of all directors;

| • |  | A majority voting standard for the election of directors in uncontested elections with a director resignation policy;

| • |  | Annual votes on the advisory “say-on-pay” vote on executive compensation;

| • |  | Proxy access; and

| • |  | No supermajority voting provisions, including with respect to amending our By-laws.

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We also maintain strong and effective practices that reflect our ongoing commitment to corporate governance, including:

| • |  | Independent Chairman of the Board, separate from the CEO;

| • |  | Independent Committee chairs;

| • |  | No restrictions on directors’ access to management or employees;

| • |  | Annual Board and Committee self-evaluations;

| • |  | Prohibition on hedging and pledging of Company stock by Company insiders, including directors and officers;

| • |  | Stock ownership requirements whereby directors must own equal to five times the annual Board cash retainer paid to them;

| • |  | Clawback policy allowing Company recoupment of annual and long-term incentive compensation for misconduct resulting in a material financial restatement;

| • |  | No poison pill; and

| • |  | A Nominating, Governance and Social Responsibility Committee that meets regularly to consider and evaluate corporate governance developments and recommends appropriate changes to the Board.

Our existing governance policies and practices, including the right of our stockholders to call special meetings, already provide our stockholders with a significant ability to raise important matters with the Board and senior management and demonstrate our continuing commitment to effective corporate governance. Accordingly, we believe that this stockholder proposal is not in the best interests of the Company and its stockholders, and for the reasons described above, the Board recommends that stockholders vote AGAINST this proposal.

Required Vote and Recommendation

The stockholder proposal regarding shareholder right to call a special meeting requires the approval of a majority of the votes cast on the proposal.

|  | FOR THE REASONS STATED ABOVE, THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” PROPOSAL 4.

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Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee of the Board during the year ending December 31, 2021 were Mr. Echols, Chairperson, Ms. Catalano and Mr. Myers. None of the members of the Compensation Committee were officers or employees of the Company or any of its subsidiaries during 2021. None of the members who served on the Compensation Committee at any time during fiscal 2021 had any relationship requiring disclosure under the section of this proxy statement entitled “Certain Relationships and Related Person Transactions—Related Person Transactions.” No executive officer of the Company served as a member of the compensation committee of another entity that had an executive officer serving as a member of our Board or our Compensation Committee, except that Mr. Jennings, our Chief Executive Officer and a member of our Board, serves as the Chief Executive Officer of HLS, the general partner of the general partner of HEP, and is the Chairperson of the compensation committee of HLS. No executive officer of the Company served as a member of the board of another entity that had an executive officer serving as a member of our Compensation Committee.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, Section 16 officers and holders of more than 10% of its shares of common stock to file with the SEC initial reports of ownership of shares of common stock and reports of changes in such ownership. Based solely on a review of the copies of such forms furnished to the Company, the Company believes that during 2021 all Section 16(a) filing requirements applicable to its directors, Section 16 officers and greater than 10% stockholders were met, except that a Form 4 reporting a forfeiture by Mr. Lerner of shares of our common stock as partial payment for taxes upon the vesting of his restricted stock unit award in June 2021 was not timely filed.

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General Information

Purpose, Place, Date and Time

This proxy statement provides information in connection with the solicitation of proxies by the Board of Directors (the “Board”) of HF Sinclair Corporation (the “Company,” “we,” “our” or “us”) for use at the Company’s 2022 Annual Meeting of Stockholders or any postponement or adjournment thereof (the “Annual Meeting”). The Annual Meeting will be held virtually on June 8, 2022, at 8:30 a.m., Central Daylight Time, solely online via a live webcast at www.virtualshareholdermeeting.com/DINO2022. This proxy statement and the enclosed proxy card are being first made available to stockholders on or about April 25, 2022. All stockholders are invited to attend the virtual Annual Meeting.

The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically in person. We hope to resume in-person annual meetings beginning with our 2023 annual meeting of stockholders. You will be able to attend and listen to the Annual Meeting online, submit questions and vote your shares electronically during the Annual Meeting. Please monitor the Annual Report and Proxy page under the Financial Information sub-heading, under the Investor Relations tab of our website (www.hfsinclair.com) for updated information. If you are planning to attend the Annual Meeting, please check the website thirty days prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

Additional Information About the Virtual Annual Meeting

Attendance and Participation

Our virtual Annual Meeting will be conducted on the Internet via webcast. You are entitled to attend and participate in the virtual Annual Meeting only if you were a stockholder as of the close of business on April 14, 2022 or if you hold a valid proxy for the Annual Meeting. If you are not a stockholder, you may still view the meeting online at www.virtualshareholdermeeting.com/DINO2022.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card, voting instruction form or notice of internet availability to log into www.virtualshareholdermeeting.com/DINO2022. Beneficial stockholders who do not have a control number may gain access to the Annual Meeting by logging into their brokerage firm’s website and selecting the stockholder communications mailbox to link through to the Annual Meeting; instructions should also be provided on the voting instruction card provided by the broker, bank, or other nominee. The Annual Meeting will begin promptly at 8:30 a.m., Central Daylight Time. We encourage you to access the Annual Meeting prior to the start time. Online access and check-in will begin at 8:15 a.m., Central Daylight Time.

The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should allow plenty of time to log in and to make sure that they can hear streaming audio prior to the start of the Annual Meeting.

Asking Questions

Stockholders may submit questions for the Annual Meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/DINO2022, typing your question into the “Ask a Question” field, and clicking “Submit.” You may submit a question at any point during or prior to the meeting. Each stockholder will be limited to no more than one question, up to 4,000 characters.

During the meeting, we will answer as many stockholder-submitted questions pertinent to the business of the Annual Meeting as time permits. Responses to questions relevant to meeting matters that we do not have time to respond to during the meeting will be answered after the Annual Meeting and posted on the Annual Report and Proxy page under the Financial Information sub-heading, under the Investor Relations tab of HF Sinclair’s website (www.hfsinclair.com). If there are any matters of individual concern to a stockholder, please email the question to investors@hfsinclair.com.

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Additional information regarding the ability of stockholders to submit questions during the Annual Meeting, related rules of conduct and other materials for the Annual Meeting will be available at www.virtualshareholdermeeting.com/DINO2022.

Stockholder List

Beginning 15 minutes prior to, and during, the Annual Meeting, the list of our stockholders of record will be available for viewing by stockholders for any purpose germane to the meeting at www.virtualshareholdermeeting.com/DINO2022. In addition, information on how to obtain access to the list of stockholders of record entitled to vote at the Annual Meeting for any purpose germane to the meeting will be available during the ten days preceding the Annual Meeting by emailing our Investor Relations department at investors@hfsinclair.com.

Technical Difficulties

Technical support will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/DINO2022 beginning at 8:15 a.m. Central Daylight Time on June 8, 2022 through the conclusion of the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call: 1-844-986-0822 (Toll-free) or 303-562-9302 (International callers).

Internet Availability of Proxy Materials

The Company will continue to take advantage of the “Notice and Access” rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), which allow public companies to deliver a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) and provide internet access to the proxy materials and annual report to their stockholders. The use of Notice and Access generates significant cost savings for the Company.

In lieu of paper copies of the proxy statement and other materials, most of our stockholders will receive a Notice of Internet Availability containing instructions on how to access the proxy materials and annual report and vote online. Please follow the instructions on the Notice of Internet Availability for requesting paper or e-mail copies of our proxy materials and annual report. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions with links to the proxy materials, annual report and to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you instruct us otherwise. Choosing to receive your future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you.

Voting Rights and Proxy Information

Who is entitled to vote?

Stockholders of record at the close of business on April 14, 2022 (the “Record Date”) are entitled to receive notice of and the right to vote at the Annual Meeting. As of the close of business on the Record Date, there were 223,229,684 shares of common stock outstanding and entitled to be voted at the Annual Meeting. Each outstanding share of common stock is entitled to one vote.

If your shares are registered in your name with EQ Shareowner Services, the Company’s transfer agent, you are considered the “stockholder of record” of those shares. If your shares are held in an account with a broker, bank or other nominee, you are considered the “beneficial owner” or holder in “street name” of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares.

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What am I voting on, and how does the Board recommend that I vote?

Proposal |  | Board Recommendation
1 |  | Elect 11 directors to hold office until the Company’s 2023 annual meeting of stockholders |  | FOR all nominees
2 |  | Approve, on an advisory basis, the compensation of the Company’s named executive officers |  | FOR
3 |  | Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year |  | FOR
4 |  | Consider stockholder proposal for shareholder right to call a special shareholder meeting, if properly presented at the Annual Meeting |  | AGAINST

How do I vote if I am a stockholder of record?

If you are a stockholder of record, you may vote electronically at the virtual Annual Meeting by following the instructions to vote at www.virtualshareholdermeeting.com/DINO2022 or by proxy using any of the following methods:

• |  | Internet—visit the website shown on the Notice of Internet Availability (www.proxyvote.com) and follow the instructions at that website at any time prior to 10:59 p.m., Central Daylight Time, on June 7, 2022;

• |  | Telephone—within the U.S. or Canada, call toll-free 1-800-690-6903 and follow the instructions at any time prior to 10:59 p.m., Central Daylight Time, on June 7, 2022; or

• |  | Mail—if you have requested a paper copy of the proxy materials, complete, sign and date the proxy card and return the proxy card in the prepaid envelope. Your proxy card must be received by the Secretary of the Company before the voting polls close at the Annual Meeting.

If you vote by internet or telephone, do not return your proxy card. Submitting your proxy by internet or telephone will not affect your right to vote electronically should you decide to attend and participate in the virtual Annual Meeting. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.

Please do not return the Notice of Internet Availability.

The Notice of Internet Availability is not a valid proxy.

How do I vote if I hold my shares in street name?

If you hold your shares in street name, you will receive instructions from your broker, bank or other nominee describing how to vote your shares. In addition, you may be eligible to vote by internet or telephone if your broker, bank or other nominee participates in the proxy voting program provided by Broadridge. If your bank, brokerage firm or other nominee is participating in Broadridge’s program, your voting form will provide instructions. Beneficial owners voting by telephone or internet are subject to the same deadlines as described above for holders of record.

What can I do if I change my mind after I submit my proxy?

Your proxy is revocable. If you are a stockholder of record, you can revoke your proxy prior to the completion of voting at the Annual Meeting by:

• |  | delivering an executed, later-dated proxy that is received by the Secretary of the Company before the voting polls close at the Annual Meeting;

• |  | resubmitting your proxy by internet or telephone at any time prior to 10:59 p.m., Central Daylight Time, on June 7, 2022;

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• |  | delivering a written notice of revocation of the proxy that is received by the Secretary of the Company before the voting polls close at the Annual Meeting; or

• |  | voting electronically at the virtual Annual Meeting by following the instructions to vote at www.virtualshareholdermeeting.com/DINO2022.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee or by voting online during the Annual Meeting.

Voting online during the Annual Meeting will replace any previous votes.

What happens if I do not give specific voting instructions?

All properly executed proxies, unless revoked as described above, will be voted at the Annual Meeting in accordance with your instructions on your proxy. If a properly executed proxy gives no specific instructions, your shares will be voted in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

If you are a beneficial owner of shares and do not provide your broker, bank or other nominee with specific voting instructions, the rules of the New York Stock Exchange (“NYSE”) require that these institutions only vote on matters for which they have discretionary power to vote. If your broker, bank or other nominee does not receive instructions from you on how to vote your shares and they do not have discretion to vote on the matter, then the broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares, resulting in a “broker non-vote.”

Your broker, bank or other nominee is not permitted to vote on your behalf in the election of directors (Proposal 1), the advisory vote on the compensation of the Company’s named executive officers (Proposal 2) or the approval of the stockholder proposal for shareholder right to call a special shareholder meeting, if properly presented (Proposal 4) unless you provide specific instructions to them. Accordingly, if you do not provide timely voting instructions to your broker, bank or other nominee that holds your shares, that institution will be prohibited from voting on all of the proposals in its discretion, except the ratification of the appointment of the independent public accounting firm (Proposal 3).

How many votes must be present to hold the meeting?

A quorum is necessary for conducting a valid meeting. Holders of a majority of the outstanding shares of our common stock as of the Record Date who are entitled to vote must be present, virtually or by proxy, to constitute a quorum at the Annual Meeting. Abstentions (shares of the Company’s common stock for which proxies have been received but for which the holders have abstained from voting) will be counted as present and entitled to vote for purposes of determining a quorum.

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What are the voting requirements for each of the matters to be voted on at the Annual Meeting?

Proposal |  | Vote Necessary to Approve Proposal |  | Broker Discretionary Voting Allowed? |  | Treatment of Abstentions and Broker Non-Votes
1 |  | Election of Directors |  | Affirmative vote of a majority of the votes cast on the matter |  | No |  | Abstentions and broker non-votes are not considered votes cast and will have no effect
2 |  | Advisory Vote on Executive Compensation |  | Affirmative vote of a majority of the votes cast on the matter |  | No |  | Abstentions and broker non-votes are not considered votes cast and will have no effect
3 |  | Ratification of the Appointment of Ernst & Young LLP |  | Affirmative vote of a majority of the votes cast on the matter |  | Yes |  | Abstentions are not considered votes cast and will have no effect
4 |  | Consider stockholder proposal for shareholder right to call a special shareholder meeting, if properly presented at the Annual Meeting |  | Affirmative vote of a majority of the votes cast on the matter |  | No |  | Abstentions and broker non-votes are not considered votes cast and will have no effect

How are proxies being solicited and who pays the solicitation expenses?

Proxies are being solicited by the Board on behalf of the Company. All expenses of the solicitation, including the cost of preparing and mailing this proxy statement, will be borne by the Company. The Company has retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for the Annual Meeting. For these services, the Company will pay MacKenzie Partners, Inc. $17,500 and will reimburse MacKenzie Partners, Inc. for reasonable out-of-pocket expenses. Additionally, proxies may be solicited by our officers, directors and employees personally or by telephone, e-mail or other forms of communication. The Company may also request banks, brokerage firms, custodians, nominees and fiduciaries to forward proxy materials to beneficial owners of the Company’s common stock. The costs of the solicitation, including reimbursements of any forwarding expenses, will be paid by the Company.

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Additional Information

Stockholder Proposals

For a stockholder proposal to be included in the Company’s proxy materials for the 2023 annual meeting of stockholders, the proposal must be received in writing by the Company at the Company’s principal executive offices by December 26, 2022, and otherwise comply with all requirements of the SEC for stockholder proposals and the Company’s By-Laws.

Notice of proposals to be considered at next year’s meeting, but not included in the proxy statement, must be in compliance with the notice procedures and informational requirements set forth in Article II, Section 2 of the Company’s By-Laws. These notices must be submitted to the Secretary of the Company at the Company’s principal executive offices. To be timely, notice of business, including nomination of a director, must be submitted not less than 90 calendar days (February 10, 2023) nor more than 120 calendar days (January 11, 2023) prior to the anniversary date of the prior year’s annual meeting of stockholders. A copy of the Company’s By-Laws may be obtained from the Secretary of the Company at 2828 N. Harwood, Suite 1300, Dallas, Texas 75201.

Director Nominations to be Included in the Proxy Statement (Proxy Access)

The Company’s By-Laws provide for proxy access whereby a stockholder (or a group of up to 20 stockholders) who has held at least 3% of our stock for three years or more may nominate up to the greater of two individuals or 20% of the Board and have the nominee(s) included in our proxy materials, provided that the stockholder and nominee(s) satisfy the requirements set forth in the Company’s By-laws. Any stockholder who intends to use these procedures to nominate a candidate for election to the Board for inclusion in our 2023 proxy statement must satisfy the requirements set forth in the Company’s By-laws and must provide notice to our Corporate Secretary, which must be received not less than 120 calendar days in advance of the first anniversary of the date the Corporation’s proxy statement was released to stockholders for the preceding year’s annual meeting, and in the case of the 2023 proxy statement, no later than December 26, 2022. The notice of proxy access must include information specified in Article II, Section 2(d) and Article III, Section 12 of the Company’s By-laws, including information concerning the nominee and information about the stockholder’s ownership of and agreements related to our stock.

Annual Report

A copy of our Annual Report for the year ended December 31, 2021 was made available to you on or about April 25, 2022 with this proxy statement and is available at www.proxyvote.com. Additional copies of the Annual Report and this Notice of Annual Meeting, proxy statement and accompanying proxy card may be obtained from the Secretary of the Company at 2828 N. Harwood, Suite 1300, Dallas, Texas 75201.

COPIES OF HOLLYFRONTIER CORPORATION’S ANNUAL REPORT ON FORM 10-K FILED WITH THE SEC MAY BE OBTAINED WITHOUT CHARGE TO EACH PERSON TO WHOM A NOTICE OF INTERNET AVAILABILITY IS DELIVERED UPON WRITTEN REQUEST ADDRESSED TO VICE PRESIDENT, INVESTOR RELATIONS, HF SINCLAIR CORPORATION, 2828 N. HARWOOD, SUITE 1300, DALLAS, TEXAS 75201.

Stockholders with the Same Address

Each registered stockholder received one copy of the Notice of Internet Availability per account even if at the same address, unless the Company has received contrary instructions from one or more of such stockholders. This procedure called “householding” reduces our printing and distribution costs. Upon written or oral request by writing to Vice President, Investor Relations, HF Sinclair Corporation, 2828 N. Harwood, Suite 1300, Dallas, Texas 75201, or by telephoning 214-871-3555, the Company will promptly deliver a separate copy of these documents to a stockholder at a shared address to which a single copy has been delivered. A stockholder can notify the Company at the address and phone number listed above if the stockholder wishes to receive separate copies in the future. In addition, stockholders sharing an address who are currently receiving multiple copies may also notify the Company at such address or phone number if they wish to receive only a single copy.

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Other Matters

The Board does not know of any other matters to be acted upon at the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, the persons voting the proxies will vote them in accordance with their best judgment.

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HF Sinclair HF SINCLAIR CORPORATION 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201-1507 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 p.m. Central Daylight Time on June 7, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/DINO2022 You may attend the meeting via the Internet and vote during the meeting. Have the 16-digit control number that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 10:59 p.m. Central Daylight Time on June 7, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D79991-P73146 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY HF SINCLAIR CORPORATION The Board of Directors recommends you vote FOR the following: 1. Election of Directors For Against Abstain Nominees: 1a. Anne-Marie N. Ainsworth 1b. Anna C. Catalano 1c. Leldon E. Echols 1d. Manuel J. Fernandez 1e. Michael C. Jennings 1f. R. Craig Knocke 1g. Robert J. Kostelnik 1h. James H. Lee 1i. Ross B. Matthews 1j. Franklin Myers 1k. Norman J. Szydlowski The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers. 3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year. The Board of Directors recommends you vote AGAINST proposal 4. For Against Abstain 4. Stockholder proposal for shareholder right to call a special shareholder meeting, if properly presented at the Annual Meeting. NOTE: Transaction of such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer and give full title as such. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call: 1-844-986-0822 (Toll-free) or 303-562-9302 (International callers). Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D79992-P73146 HF SINCLAIR CORPORATION Annual Meeting of Stockholders June 8, 2022, at 8:30 AM CDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Michael C. Jennings, Richard L. Voliva III and Vaishali S. Bhatia, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of HF SINCLAIR CORPORATION that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:30 AM CDT on June 8, 2022, in a virtual meeting format only via webcast at www.virtualshareholdermeeting.com/DINO2022 and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. This proxy also authorizes Michael C. Jennings, Richard L. Voliva III and Vaishali S. Bhatia to vote at his or her discretion on any other matter that may properly come before the meeting or any adjournment or postponement of the meeting. Continued and to be signed on reverse side