HF SINCLAIR CORP (DINO)
Sector: Energy
2026 Annual Meeting Analysis
HF SINCLAIR CORP · Meeting: May 13, 2026
Directors FOR
1
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 10 Directors to Hold Office Until the 2027 Annual Meeting of Stockholders
Against Analysis
Mr. Myers has served on the board since 2011, and over the past three years HF Sinclair's stock return of +44.9% trailed its peer group median of +103.6% by 58.7 percentage points, which exceeds the 50-point threshold that triggers an against vote for directors with long tenure; the five-year record is similarly weak (-109.7pp vs peer median), so the longer-term mitigant does not apply.
Ms. Ainsworth has served on the board since 2017, giving her meaningful tenure overlapping the full three-year underperformance period; the stock lagged the peer group median by 58.7 percentage points over three years (threshold: 50pp), and the five-year record (-109.7pp) does not provide a mitigating offset.
Ms. Catalano has served on the board since 2017, fully overlapping the underperformance period; the 58.7pp three-year gap versus the peer median exceeds the policy threshold, and the five-year data shows an even larger gap, so no mitigant applies.
Mr. Echols is the longest-tenured independent director (since 2009) and fully owns the underperformance period; the 58.7pp three-year gap versus peers exceeds the trigger threshold, and the five-year record offers no relief.
Mr. Fernandez joined in 2020, giving him tenure that covers substantially all of the three-year underperformance window; the 58.7pp gap versus the peer median exceeds the threshold, and the five-year comparison does not provide a mitigating offset.
Mr. Hardy joined in 2022, so his tenure covers approximately the full three-year measurement period and exceeds the 24-month new-director exemption; the 58.7pp three-year underperformance gap versus the peer median triggers the against vote, and the five-year record does not provide a mitigant.
Mr. Knocke has served since 2019 and fully overlaps the underperformance period; the stock trailed the peer median by 58.7 percentage points over three years, exceeding the policy trigger, and the five-year comparison shows an even larger gap with no mitigating offset.
Mr. Kostelnik has been on the board since 2011 and bears full accountability for the underperformance period; the 58.7pp three-year gap versus peers exceeds the threshold, and the five-year record is similarly weak with no mitigating offset available.
Mr. Matthews joined in 2022 as a designee of the Sinclair sellers and his tenure exceeds the 24-month new-director exemption, covering substantially all of the three-year measurement window; the 58.7pp underperformance gap versus the peer median triggers the against vote, and the five-year data does not provide relief.
For Analysis
Ms. Johns joined the board in 2024, which is within the 24-month new-director exemption period, so she is exempt from the TSR underperformance trigger regardless of the company's stock performance relative to peers.
Nine of the ten director nominees trigger an against vote under the TSR underperformance policy: HF Sinclair's three-year stock return of +44.9% trailed its disclosed compensation peer group median of +103.6% by 58.7 percentage points, exceeding the 50-point threshold that applies when absolute returns are strongly positive (above +20%). The five-year gap (-109.7pp versus peer median) is also above threshold, so the 5-year mitigant that would otherwise soften the vote does not apply. Only Jeanne M. Johns is exempt because she joined the board in 2024, within the 24-month new-director grace period. All directors met the 75% meeting attendance requirement and no overboarding issues were identified.
Say on Pay
✓ FORCEO
Timothy Go
Total Comp
N/A
Prior Support
96%%
CEO total compensation of approximately $14.3 million is within a reasonable range for a large-cap energy company CEO at an $11.4 billion market-cap refiner, and the pay structure is heavily performance-oriented — the proxy discloses that approximately 91% of the CEO's target compensation was variable and at-risk, with 65% of his equity awards tied to three-year relative total shareholder return and return on capital employed versus a direct refining peer group. Prior-year shareholder support was approximately 96%, well above the 70% threshold that would require remedial action, and the company maintains a robust clawback policy covering both accounting restatements and misconduct; while DINO has underperformed its refining peers on stock price, the annual bonus payout of 151.8% of target was driven by measurable financial and operational metrics including EBITDA of $1.79 billion versus a $1.53 billion target, which is consistent with underlying business performance rather than unconstrained discretion.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$6,351,000
Non-Audit Fees
$746,000
Non-audit fees (audit-related fees of $8K plus tax fees of $738K, totaling $746K) represent approximately 11.7% of audit fees ($6,351K), well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a company of HF Sinclair's size; auditor tenure was not disclosed in the proxy, so the tenure trigger cannot fire and the default FOR vote applies.
Overall Assessment
The 2026 HF Sinclair annual meeting presents three standard proposals; the auditor ratification and say-on-pay votes pass cleanly under policy screens, but nine of ten director nominees trigger an against vote because the company's three-year stock return of +44.9% trailed its disclosed refining peer group median by 58.7 percentage points — exceeding the 50-point policy threshold — and the five-year record is similarly weak, leaving only newly appointed director Jeanne M. Johns exempt from the trigger. Shareholders who agree that the board bears accountability for sustained underperformance relative to direct refining competitors should vote against the nine long-tenured nominees while supporting the Say on Pay and auditor proposals.
Compensation Peer Group
6 companies disclosed in 2026 proxy filing