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
Director since 2014 with strong relevant experience; PARR's 3-year price return of 130.5% outperforms the XLE energy ETF by +68.9 percentage points, which falls just above the 65pp threshold for strong positive TSR, so the TSR trigger does not fire.
Director since 2014 with extensive oil and gas industry experience; no TSR trigger applies given PARR's strong relative performance versus XLE, no overboarding concerns, and all attendance requirements met.
Director since 2014 with deep petroleum refining operational expertise; no TSR trigger applies, no overboarding concerns, and attendance requirements met.
Director since 2021 with senior leadership experience; no TSR trigger applies, currently serves on AeroVironment and Norfolk Southern boards (two outside seats, not a CEO, so no overboarding trigger), and attendance requirements met.
Director since 2019 with relevant commercial and operational experience; no TSR trigger applies, no overboarding concerns, and attendance requirements met.
Director since 2023 with energy transition and executive leadership experience; joined within 24 months of the current period but tenure exceeds that window slightly — however, no TSR trigger applies given PARR's strong outperformance of XLE, and attendance requirements met.
CEO and director since 2012; the TSR trigger does not apply because PARR's 3-year outperformance of XLE (+68.9pp) falls just above the 65pp threshold for strong positive absolute TSR, and the Say on Pay vote is separately evaluated.
Former CEO and director since 2014; no TSR trigger applies given PARR's strong relative performance versus XLE, no overboarding concerns identified, and attendance requirements met.
Director since 2024, joined within the last 24 months and therefore exempt from the TSR trigger under policy; brings relevant finance and executive experience and serves as an audit committee financial expert.
Director since 2023 with investment experience; no TSR trigger applies given PARR's strong outperformance of XLE, no independence concerns that would disqualify him from audit or compensation committee service based on board's own determination, and attendance requirements met.
All ten director nominees receive a FOR vote. PARR's 3-year price return of 130.5% outperforms the XLE energy ETF by +68.9 percentage points — just above the 65pp threshold for strong positive TSR — so the TSR underperformance trigger does not fire for any director. All directors met the 75% attendance threshold, no overboarding issues were identified, and the board includes multiple financial experts on the audit committee.
Say on Pay
✓ FORCEO
William Monteleone
Total Comp
$4,414,054
Prior Support
99%%
CEO total compensation of $4,414,054 is reasonable for a company of PARR's size (~$3.1B market cap) in the energy refining sector, and the prior Say on Pay vote received overwhelming 99% support in 2023, signaling strong shareholder alignment. The compensation program is heavily performance-oriented — annual bonuses tied to Adjusted EBITDA, free cash flow, and operational/safety metrics, plus long-term performance stock awards benchmarked to peer TSR — and PARR's 3-year stock return of 130.5% significantly outpaces the XLE energy ETF, demonstrating that incentive pay is aligned with shareholder outcomes. The company maintains a Dodd-Frank compliant clawback policy, stock ownership requirements, and no excessive perquisites, all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
12 yrs
Audit Fees
$2,976,994
Non-Audit Fees
$4,103
Non-audit fees of $4,103 represent less than 1% of audit fees of $2,976,994, far below the 50% threshold that would raise independence concerns. Deloitte has served since December 2013 — approximately 12 years — well below the 25-year tenure threshold. Deloitte is a Big 4 firm appropriate for a company of PARR's size and complexity.
Overall Assessment
The 2026 PAR Pacific annual meeting ballot presents five proposals; our policy covers three of them directly. All ten director nominees receive a FOR vote as PARR's strong 3-year stock outperformance of the XLE energy ETF clears the policy threshold, no overboarding or attendance issues exist, and the board is well-constituted with relevant expertise and financial experts on the audit committee. Auditor ratification and Say on Pay both receive FOR votes, supported by negligible non-audit fees, a 12-year auditor tenure well below the concern threshold, overwhelming prior shareholder support for compensation, and a pay program that is genuinely performance-linked and aligned with PARR's exceptional recent stock returns.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing