DELEK US HOLDINGS INC (DK)
Sector: Energy
2026 Annual Meeting Analysis
DELEK US HOLDINGS INC · Meeting: April 20, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors
Non-executive Chairman since January 2025 (previously Executive Chairman); DK's 3-year TSR of +96.8% outperforms the peer-group median by +89.5 percentage points, well above the 50-point threshold that would trigger a negative vote; no overboarding, attendance, or independence concerns identified.
CEO and director since June 2022; DK's strong 3-year TSR outperformance means the TSR trigger does not apply; no overboarding, attendance, or independence concerns identified.
Director since 2024, within the 24-month new-director exemption window; holds two additional public-company board seats (Apollo Infrastructure and Talen Energy), below the four-seat overboarding threshold; strong capital-markets and energy risk background is relevant to DK's business.
Lead Independent Director with over 40 years in the petroleum and refining industry; DK's strong TSR outperformance means the TSR trigger does not apply; no overboarding or attendance concerns identified.
Director since 2020 with deep refining-industry operating experience; holds one additional public-company board seat (Cenovus Energy), well below the overboarding threshold; TSR trigger does not apply given DK's strong outperformance.
Director since 2022; currently CEO of Zelestra (a private renewable-energy company) and holds one additional listed board seat (AES Andes, alternate director), below the overboarding threshold; TSR trigger does not apply.
Director since 2015; certified public accountant and former Deloitte senior partner who chairs the Audit Committee, providing clear financial expertise; DK's strong TSR outperformance means the TSR trigger does not apply.
Director since 2019 with over 30 years of petroleum and refining experience; holds one additional public-company board seat (Antero Resources), below the overboarding threshold; TSR trigger does not apply.
Director since 2021 with technology and digital-transformation expertise relevant to DK's operations; holds one additional listed board seat (Landys & Gyr), below the overboarding threshold; TSR trigger does not apply.
Director since 2010 with financial-services and banking background; chairs the Human Capital and Compensation Committee; DK's strong TSR outperformance means the TSR trigger does not apply despite his long tenure.
All ten director nominees pass the policy screens: DK's 3-year total shareholder return of +96.8% outperforms the peer-group median by approximately +89.5 percentage points, far exceeding the 50-point threshold required to trigger a negative vote for strong-positive-TSR companies. No director is overboarded, no attendance failures are disclosed, all independent directors sit only on committees for which they qualify, and the board includes a skills matrix and robust financial expertise on the Audit Committee. Recommendation is FOR all ten nominees.
Say on Pay
✓ FORCEO
Avigal Soreq
Total Comp
$7,683,786
Prior Support
96%%
The CEO received total compensation of approximately $7.7 million in 2025, which is reasonable for the chief executive of a $2.5 billion market-cap energy company and does not appear to exceed the +20% individual benchmark trigger based on independent benchmarking for this title, sector, and size band. Pay structure is heavily weighted toward variable compensation — the proxy discloses that 88% of the CEO's pay was variable and 72% was long-term, well above the policy's 50–60% minimum threshold for performance-based pay. The annual incentive plan uses a diversified set of measurable metrics including adjusted EBITDA, operating availability, safety rates, and greenhouse gas targets, and the performance-based stock awards for company shares use relative total shareholder return versus the S&P 400 Energy Index — a meaningful, externally verifiable standard. DK's stock dramatically outperformed its sector peers over the past three years (+89.5 percentage points above the peer median), so above-benchmark incentive pay is clearly aligned with the shareholder experience. The prior Say on Pay vote received 96% support, well above the 70% threshold, and a meaningful clawback policy covering all executive officers is in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a $2.5 billion market-cap energy company. The proxy filing does not include an auditor fee table within the provided text, so the non-audit fee ratio cannot be calculated; per policy, the tenure trigger requires confirmed data to fire and tenure is not determinable from the provided text, so neither the fee-ratio nor the tenure trigger can be applied — the default FOR vote stands. No material financial restatements attributable to an audit failure are disclosed.
Overall Assessment
Delek US Holdings' 2026 annual meeting ballot is clean across all policy-covered proposals: the company's exceptional 3-year total shareholder return dramatically outperforms its peer group, removing any TSR-based concerns about the director slate, and the executive compensation program combines a high proportion of performance-based pay with meaningful, measurable metrics that clearly aligned executive outcomes with the strong shareholder results delivered in 2025. All four policy-covered proposals — director elections, Say on Pay, auditor ratification, and (by default) the auditor vote — receive FOR recommendations; the 2026 Long-Term Incentive Plan (Proposal 3) is noted but falls outside current policy coverage.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing