Business Context and Reporting Period
HF Sinclair Corporation filed this Form 8-K on September 15, 2022, reporting management changes effective September 14–15, 2022. The filing does not report quarterly or annual operating results.
Key Financial and Compensation Information
- Former CFO Richard L. Voliva received a separation payment equal to one year of his 2022 salary, or $715,000, payable in 12 monthly installments.
- Mr. Voliva also received a $100,000 one-time cash payment, a $965,250 2022 corporate incentive bonus, and a $600,000 HLS incentive bonus. These disclosed cash amounts total $2.380 million, excluding equity awards and subject to the agreement’s conditions.
- Mr. Voliva’s pro rata equity vesting included 23,953 HF Sinclair restricted stock units, 48,971 performance share units, and 14,956 HEP phantom units.
- Incoming CFO Atanas H. Atanasov will receive a $600,000 base salary and a target annual incentive bonus equal to 90% of base salary, with a maximum of 180% of base salary.
- Mr. Atanasov will receive a $300,000 sign-on bonus, subject to repayment if he does not complete 12 months of employment, and a $333,000 restricted stock unit award vesting after one year of continued employment.
- Subject to later Compensation Committee approval, Mr. Atanasov is expected to receive a 2023 annual equity grant of approximately $2.0 million, split equally between restricted stock units and performance share units.
- The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or other operating metrics.
Material Changes Versus the Prior Comparable Period
- Richard L. Voliva separated from HF Sinclair and related entities by mutual agreement and ceased serving as Executive Vice President and Chief Financial Officer and President of Holly Logistic Services, L.L.C.
- The Board appointed Atanas H. Atanasov as Executive Vice President and Chief Financial Officer, effective September 30, 2022, or another date agreed with the Chief Executive Officer.
- Mr. Voliva’s change-in-control agreement terminated on the separation date.
Outlook, Risks, Contingencies, and Unusual Items
- The separation payments and bonuses are subject to Mr. Voliva not revoking the Mutual Separation Agreement and Release.
- The agreement includes non-solicitation, non-compete, non-disparagement, and confidentiality covenants.
- Mr. Voliva’s incentive payments were described as at or near the expected actual payouts based on current data for the relevant 2022 performance periods; the filing provides no broader corporate financial guidance.
- Mr. Atanasov will enter into the company’s previously disclosed change-in-control and indemnification agreements.
- Management-change information was furnished under Regulation FD and is not deemed filed for Section 18 liability purposes unless expressly incorporated by reference.
Investor Verification Points
- Verify the actual separation date and Mr. Atanasov’s precise CFO start date.
- Review the related HEP Form 8-K for details of compensation and equity awards paid by HLS and involving HEP.
- Confirm the final vesting, valuation, and accounting treatment of the HF Sinclair and HEP equity awards.
- Monitor future filings for the effect of executive transition costs, incentive payments, and equity compensation on reported results and liquidity.
- Review subsequent filings for any changes to Mr. Atanasov’s proposed compensation or employment arrangements.