PAR PACIFIC HOLDINGS INC (PARR)
Sector: Energy
2026 Annual Meeting Analysis
PAR PACIFIC HOLDINGS INC · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Silberman has served since 2014 and PARR's 3-year total return of +130.5% outpaces the XLE energy ETF by +68.9 percentage points, which does not meet the 65-percentage-point threshold required to trigger a vote against even for long-tenured directors with strong positive returns; no overboarding, independence, attendance, or other policy concerns identified.
Anastasio has served since 2014 and the strong TSR outperformance versus XLE (+68.9pp, below the 65pp trigger threshold for the strong-positive TSR tier) means no performance-based flag applies; he chairs the Audit Committee with disclosed financial expertise and no other policy concerns are identified.
Clossey has served since 2014 with deep refining industry expertise; PARR's TSR outperformance versus XLE (+68.9pp) does not exceed the 65pp trigger threshold for the strong-positive tier, and no overboarding, attendance, or independence concerns are identified.
Davidson joined in 2021 and PARR's TSR outperformance versus XLE (+68.9pp) does not exceed the 65pp trigger threshold; no overboarding, attendance, or independence concerns are identified, and he brings relevant leadership experience.
Hatcher has served since 2019 and chairs the Compensation Committee; PARR's TSR outperformance versus XLE (+68.9pp) does not exceed the 65pp trigger threshold, and no overboarding, attendance, or independence concerns are identified.
Martinez joined in 2023, well within the 24-month new-director exemption window relative to the 3-year performance measurement period, and PARR's strong TSR outperformance further supports a FOR vote; no other policy concerns are identified.
Monteleone is the CEO and has served on the board since 2012; as an executive director he is subject to the same TSR trigger as other directors, but PARR's +68.9pp outperformance versus XLE does not meet the 65pp threshold, and no overboarding, attendance, or independence concerns apply to his director role.
Pate has served since 2014 as former CEO and now non-executive director; PARR's +68.9pp TSR outperformance versus XLE does not trigger the 65pp threshold for the strong-positive TSR tier, and no overboarding, attendance, or independence concerns are identified.
Yeaman joined in 2024, which falls within the 24-month new-director exemption from the TSR trigger; he brings financial expertise as an audit committee financial expert and no other policy concerns are identified.
Zell joined in 2023 and his tenure overlaps with less than the full 3-year measurement period; PARR's strong TSR outperformance versus XLE further mitigates any concern, and no overboarding, attendance, or independence concerns are identified.
All ten director nominees receive a FOR vote. PARR's 3-year total return of +130.5% outperforms the XLE energy ETF benchmark by +68.9 percentage points, which falls just below the 65-percentage-point trigger threshold applicable when absolute 3-year TSR exceeds +20%. No director triggers overboarding, attendance, independence, or qualifications concerns under policy. Two newer directors (Yeaman, Martinez) benefit from the 24-month exemption and the strong performance record.
Say on Pay
✓ FORCEO
William Monteleone
Total Comp
$4,414,054
Prior Support
99%%
CEO William Monteleone's total compensation of approximately $4.4 million is reasonable for the CEO of a $3.1 billion energy company and does not appear materially above benchmark. The pay program is well-structured with a meaningful portion of compensation tied to variable performance — including annual cash incentives linked to Adjusted EBITDA, free cash flow, and safety metrics, plus long-term equity awards with performance conditions — satisfying the policy requirement that at least 50-60% of senior executive pay be at risk. PARR's 3-year total return of +130.5% significantly outperforms the XLE energy ETF by +68.9 percentage points, meaning above-benchmark incentive pay, if any, is fully justified by shareholder outcomes; the prior say-on-pay vote received 99% support, and the company has a compliant Dodd-Frank clawback policy in place.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
12 yrs
Audit Fees
$2,976,994
Non-Audit Fees
$4,103
Deloitte & Touche has served as PARR's auditor since December 2013, giving it approximately 12 years of tenure — well below the 25-year threshold that would trigger a concern. Non-audit fees of $4,103 represent less than 1% of audit fees of $2,976,994, far below the 50% threshold, so auditor independence is not in question. Deloitte is a Big Four firm appropriate for a $3.1 billion company, and no material restatements are disclosed.
Overall Assessment
The 2026 PAR Pacific annual meeting ballot presents a straightforward slate: all ten director nominees receive FOR votes supported by PARR's outstanding 3-year TSR of +130.5% that outpaces the XLE energy ETF benchmark, the auditor ratification passes cleanly with negligible non-audit fees and a 12-year tenure well below policy thresholds, and the say-on-pay vote earns a FOR given reasonable CEO pay, a well-structured performance-linked compensation program, and strong alignment between executive incentives and shareholder returns. The 2026 Long-Term Incentive Plan (Proposal 5) is not evaluated under current policy as equity plan approvals are outside the scope of the voting policy.