Delek US Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Plans During the quarter ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K). On November 6, 2024, the Company’s Board of Directors approved the following Board and management appointments. Board Chair Appointment The Board determined that, upon the expiration of Uzi Yemin’s term as Executive Chair of the Board on January 1, 2025, Mr. Yemin will thereafter continue to serve as Chair of the Board in a non-executive capacity. As Chair of the Board, Mr. Yemin will participate in the Company’s compensation program for non-employee directors and will receive an additional annual Chair fee of $150,000. Appointment of Chief Financial Officer The Board determined that Mark Hobbs will succeed Reuven Spiegel as the Company’s Executive Vice President and Chief Financial Officer, effective as of March 1, 2025. At that time, Mr. Spiegel will transition to the role of Executive Vice President, Special Projects. Mr. Hobbs, age 54, has been serving as the Company’s Executive Vice President Corporate Development since October 2022. Prior to joining the Company, he was a Managing Director in investment banking at Citigroup serving as Global Head of Downstream sector coverage since 2011 and as a member of the Clean Energy Transition group since 2021. From 2004 through 2011, Mr. Hobbs was a member of the Global Energy Group at UBS based in Houston and in London from 2009 until 2011 as Head of Europe, Middle East, and Africa energy coverage. Mr. Hobbs was previously an energy investment banker in Houston with both Morgan Stanley and CS First Boston. Mr. Hobbs holds an undergraduate degree from the University of Texas at Austin and an MBA from Columbia Business School in New York. There are no transactions between Mr. Hobbs and the Company that would be reportable under Item 404(a) of Regulation S-K. Amendments to Executive Employment Agreements In connection with Mr. Hobbs’ appointment as Executive Vice President and Chief Financial Officer, the Human Capital and Compensation Committee of the Board (the “HCC Committee”) approved an Executive Employment Agreement for Mr. Hobbs which provides for base compensation of $570,000, an annual target bonus opportunity at 90% of base compensation and an annual long term incentive award valued at $1,000,000. In connection with Mr. Spiegel’s transition to Executive Vice President, Special Projects, the HCC Committee approved an amendment to Mr. Spiegel’s Executive Employment Agreement which extends the term through December 31, 2025 and provides for base compensation of $330,000, an annual target bonus opportunity at 75 % of base compensation, an equity grant valued at $247,500 of time vesting RSUs that will vest quarterly through December 31, 2025 and a cash severance payment of $300,000 paid in January 2025. The Company also agreed to provide Mr. Spiegel with a one year consulting agreement in January 2026 with annual base compensation of $400,000. The HCC Committee and the Board approved an amendment to the Executive Employment Agreement with Avigal Soreq, our Chief Executive Officer and President, which extends the term of his current Executive Employment Agreement through June 12, 2028 . In light of the extension, the HCC Committee also increased Mr. Soreq’s annual long term incentive by $1,000,000 with no change in his annual base salary or annual bonus; provided that Mr. Soreq would only receive accrued compensation and benefits if Mr. Soreq terminates employment without Good Reason and with six months written notice and provided that Mr. Soreq’s equity awards would vest in full in the event Mr. Soreq terminates his employment at such time when his age plus years of service with the Company equals or exceeds 65. 73 | Other Information The Board approved the appointment of Joseph Israel to Executive Vice President, President, Refining and Renewables. In connection with such appointment, the HCC Committee authorized a grant of $1,000,000 of time based vesting RSUs and approved an amendment to the Employment Agreement with Mr. Israel which provides for base compensation of $600,000, an annual target bonus opportunity at 90% of base compensation and provides for an annual long term incentive award valued at $1,200,000. The HCC Committee also approved an amendment to the Executive Employment Agreement with Denise McWatters, our Executive Vice President, General Counsel and Corporate Secretary, which provides for base compensation of $470,000, an annual target bonus opportunity at 75% of base compensation and a grant of $750,000 of time vesting RSUs that will vest quarterly through June 30, 2026. The Company also agreed to provide Ms. McWatters with a one year consulting agreement in July 2026 with annual base compensation of $250,000. 74 | ITEM 6. EXHIBITS Exhibit No. Description 2.1 Membership Interest Purchase Agreement, dated July 31, 2024, by and between Alon Brands, Inc. and Emprex Proximity LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on August 6, 2024). 2.2 Contribution Agreement dated August 5, 2024, between Delek US Energy, Inc. and Delek Logistics Partners, LP. (incorporated by reference to Exhibit 2.2 to the Company’s Form 10-Q filed on August 7, 2024). 4.1 Second Supplemental Indenture, dated as of August 16, 2024, among Delek Logistics, LP, Delek Logistics Finance Corp., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. (incorporated by reference to Exhibit 4.3 to Delek Logistics' Current Report on Form 8-K filed on August 16, 2024). 10.1 Fourth Amended and Restated Omnibus Agreement dated August 5, 2024, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 7, 2024). 31.1 # Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended. 31.2 # Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended. 32.1 ## Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 ## Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2024 and September 30, 2023 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and nine months ended September 30, 2024 and 2023 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited). 104 The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, has been formatted in Inline XBRL. # Filed herewith ## Furnished herewith 75 | SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Delek US Holdings, Inc. By: /s/ Avigal Soreq Avigal Soreq President and Chief Executive Officer (Principal Executive Officer) By: /s/ Reuven Spiegel Reuven Spiegel Executive Vice President, Chief Financial Officer (Principal Financial Officer) By: /s/ Robert Wright Robert Wright Senior Vice President and Deputy Chief Financial Officer (Principal Accounting Officer) Dated: November 7, 2024 76 |