DEF 14A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

DEF 14A 1 d338183ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to § 240.14a-12

LOGO

Delek US Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act rules 14a6(i)(1) and 0-11

LOGO

NOTICE OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

Notice is hereby given that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Delek US Holdings, Inc. (the “Company,” “Delek,” “we,” “us,” or “our”) will be held on May 3, 2022 at 1:00 p.m., central time, for the following purposes:


(1)		To elect eight directors of the Company to serve until the 2023 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified;



(2)		To adopt the advisory resolution approving the Company’s executive compensation program for our named executive officers as described in the Proxy Statement;



(3)		To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year;



(4)		To approve an amendment to our 2016 Long-Term Incentive Plan to increase the number of shares available for issuance thereunder;



(5)		To approve an amendment and restatement of our Amended and Restated Certificate of Incorporation adding certain provisions required by the Jones Act; and



(6)		To transact any other business properly brought before the Annual Meeting.

To provide a safe experience for our stockholders and employees, we will once again conduct a virtual annual meeting, which we believe provides expanded access, improved communications and cost and time savings for our stockholders and the Company. You may virtually attend the meeting, submit questions, and vote your shares by visiting www.cesonlineservices.com/dk22_vm as described in the accompanying Proxy Statement. To participate in the Annual Meeting, you must register at www.cesonlineservices.com/dk22_vm by 1:00 p.m., central time, on May 2, 2022.

Additional information concerning the matters to be voted upon at the Annual Meeting is set forth in the Company’s proxy materials. We have enclosed the 2021 Annual Report, Proxy Statement (together with this notice of Annual Meeting), and proxy card or voting instruction form. If you have any questions or need assistance, please contact our Investor Relations department at (615) 224-1312.

Only stockholders of record at the close of business on March 25, 2022 are entitled to receive notice of and vote at the Annual Meeting and at any postponement(s) or adjournment(s) thereof. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for ten (10) days prior to the Annual Meeting at our corporate headquarters.

If you were a stockholder at the close of business on March 25, 2022, it is important that you vote your shares as soon as possible using one of the methods set forth on the proxy card or voting instruction form or by signing and returning your proxy card. Your vote is important and you are encouraged to vote your shares as soon as possible, even if you plan to participate in and vote at the Annual Meeting.

It is important that your shares be represented at the Annual Meeting. Even if you plan to attend the Annual meeting virtually, it is important that you read the enclosed Proxy Statement and promptly vote by completing, signing, and dating the proxy card and mailing it in the enclosed, postage pre-paid envelope. You may also vote by telephone or by the Internet by following the instructions on the proxy card. Please note that if you hold your shares as a beneficial owner through a bank or broker and you do not provide voting instructions with respect to any given proposal, your bank or broker will not be permitted to vote on your behalf on such proposal.


By Order of the Board of Directors, Denise McWatters Executive Vice President, General Counsel and Corporate Secretary Delek US Holdings, Inc. April 4, 2022		May 3, 2022 1:00 p.m., central time Online at www.cesonlineservices.com/dk22_vm

ADDITIONAL INFORMATION

On or about April 4, 2022, we expect to mail our proxy materials to all stockholders of record as of the record date. Our proxy materials include the Notice of the 2022 Annual Meeting of Stockholders, this Proxy Statement, a proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (“2021 Annual Report”). Copies of these documents are also available on the Investor Relations page of our website at www.delekus.com. You may also obtain these materials at the SEC website at www.sec.gov. For additional questions, assistance in submitting proxies or voting shares, or to request additional copies of the Proxy Statement or the enclosed proxy card, please contact our Investor Relations department at (615) 224-1312.

The Company’s 2021 Annual Report is not proxy soliciting material. Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into, and does not form a part of, this Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 3, 2022

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company’s proxy materials are available over the Internet at ir.delekus.com/sec-filings.

This Notice of the 2022 Annual Meeting of Stockholders, the accompanying Proxy Statement, the Company’s 2021 Annual Report, and form of proxy card, and any amendments thereto, are available free of charge at https://ir.delekus.com/proxy-materials.

Stockholders may obtain a paper or email copy of these materials at no charge at https://ir.delekus.com/proxy-materials or by writing to the Secretary at the Company’s corporate headquarters located at 7102 Commerce Way, Brentwood, Tennessee 37027. Upon payment of a reasonable fee, stockholders may also obtain a copy of the exhibits to our 2021 Annual Report.

For information on how to attend, vote and participate at the Annual Meeting, any control/identification numbers needed and instructions on how to access or request a proxy card, please contact our Investor Relations department at (615) 224-1312 requesting such information.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF THE BOARD’S EIGHT NOMINEES UNDER PROPOSAL 1, “FOR” PROPOSAL 2 TO ADOPT THE ADVISORY RESOLUTION APPROVING THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM FOR OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT, “FOR” PROPOSAL 3 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2022 FISCAL YEAR, “FOR” PROPOSAL 4 TO APPROVE AN AMENDMENT TO OUR 2016 LONG-TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER, AND “FOR” PROPOSAL 5 TO APPROVE AN AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ADDING PROVISIONS REQUIRED BY THE JONES ACT, USING THE ENCLOSED PROXY CARD.

Additionally, if you have any questions or require assistance in authorizing a proxy or voting your shares of our common stock or in obtaining any of the above materials, please contact our Investor Relations department at (615) 224-1312. We are not aware of any other business, or any other nominees for election as directors, that may properly be brought before the Annual Meeting.

TABLE OF CONTENTS



2022 PROXY STATEMENT SUMMARY		1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

QUESTIONS AND ANSWERS		4

CORPORATE GOVERNANCE		8

DIRECTOR COMPENSATION		18

PROPOSAL 1: ELECTION OF DIRECTORS		21

EXECUTIVE OFFICERS		25

EXECUTIVE COMPENSATION		27

PROPOSAL 2: ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION		54

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		55

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		57

AUDIT COMMITTEE REPORT		58

RELATIONSHIP WITH INDEPENDENT AUDITORS		60

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF AUDITORS		61

PROPOSAL 4: AMENDMENT TO OUR 2016 LONG-TERM INCENTIVE PLAN		62

PROPOSAL 5: AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ADDING PROVISIONS REQUIRED BY THE JONES ACT		70

STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING		74

APPENDIX A: FOURTH AMENDMENT TO 2016 LONG-TERM INCENTIVE PLAN		A-1

APPENDIX B: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		B-1

LOGO

PROXY STATEMENT

SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This is only a summary and may not contain all of the information that is important to you. For more complete information, please review this Proxy Statement in its entirety, as well as our 2021 Annual Report. The Company’s 2021 Annual Report is not proxy soliciting material.

2022 Meeting Information

This Proxy Statement is first being furnished to stockholders on or about April 4, 2022 in connection with the solicitation by the Board of Directors (the “Board”) of Delek US Holdings, Inc. (“we,” “us,” “our” or the “Company”) of proxies to be voted at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”), and at any adjournment or postponement of such meeting.



Record Date		March 25, 2022

Meeting Date		May 3, 2022

Meeting Time		1:00 p.m., central time

Meeting Location		Online at www.cesonlineservices.com/dk22_vm

Matters to Be Voted Upon



PROPOSALS		BOARD RECOMMENDATIONS	PAGE REFERENCES

PROPOSAL 1.	ELECTION OF EIGHT DIRECTORS	FOR each Company nominee named herein	21

PROPOSAL 2.	ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION	FOR	55

PROPOSAL 3.	RATIFY THE APPOINTMENT OF AUDITORS	FOR	62

PROPOSAL 4.	APPROVE THE AMENDMENT TO OUR 2016 LONG-TERM INCENTIVE PLAN	FOR	63

PROPOSAL 5.	APPROVE THE AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ADDING PROVISIONS REQUIRED BY THE JONES ACT	FOR	71

Stockholders will also transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

A copy of this Notice of 2022 Annual Meeting of Stockholders and Proxy Statement is being sent to stockholders beginning on or about April 4, 2022.

How to Vote

Your vote is important. Even if you plan to attend the Annual Meeting, to ensure that your shares are represented and voted at the Annual Meeting, we encourage you to submit your proxy card or voting instructions form as soon as possible or to vote by Internet or phone prior to the Annual Meeting by following the instructions on your proxy card (though holders in “street name” should follow the instructions given to them by their bank, broker or other nominee to vote their shares). Internet and phone voting will close at 11:59 p.m. eastern time on May 2, 2022.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Proxy Statement which are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties such as those described in Delek’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent filings with the SEC. Such risks and uncertainties include inherent risks and uncertainties relating to Delek’s internal models or the projections in this Proxy Statement; risks and uncertainties associated with the COVID-19 pandemic; negative changes in economic and industry conditions in the United States or other countries; disruptions to our refining operations; litigation and other judicial proceedings affecting Delek; restrictions on Delek’s liquidity or business operations resulting from its debt agreements; infringement of Delek’s technology or the assertion that Delek’s technology infringes the rights of other parties; risks and uncertainties associated with Delek’s information technology systems, including the potential for breaches of security and evolving regulations regarding privacy and data protection; increases in the prices of commodity components; potential for significant adverse changes in governing regulations; changes in tax laws and regulations in the United States; termination or interruption of relationships with Delek’s suppliers, or failure of such suppliers to perform; fluctuations in interest rates; concentration of a substantial portion of Delek’s revenues among four refining facilities; volatility in the market price of Delek’s common stock; failure to comply with applicable environmental laws; changes in key personnel; work stoppage or transportation risks; price and product competition; availability of labor and commodities; and other factors referenced in the 2021 Annual Report and other materials filed with the SEC. All subsequent forward-looking statements attributable to Delek or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results, and Delek assumes no obligation to update or disclose revisions to those estimates.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 3

This Proxy Statement and our 2021 Annual Report are also available at ir.delekus.com/proxy-materials

QUESTIONS AND ANSWERS

Why am I receiving these proxy materials?

This Proxy Statement and enclosed form of proxy (first mailed to stockholders on or about April 4, 2022) are furnished in connection with the solicitation by our Board of proxies for use at the Annual Meeting or at any postponement or adjournment thereof.

How do I attend the Annual Meeting?

The Annual Meeting will be a virtual meeting of stockholders, which we believe allows stockholders the ability to attend the Annual Meeting safely, provides expanded access to the meeting, improves communications and provides cost and time savings for our stockholders and the Company. If you are a stockholder as of the Record Date, March 25, 2022, a proxy for a record stockholder or a beneficial owner of the Company’s common stock, $0.01 par value (“Common Stock”), with evidence of ownership, you will be able to attend the Annual Meeting and vote and submit questions during the Annual Meeting via a live webcast by registering at www.cesonlineservices.com/dk22_vm prior to the deadline of 1:00 p.m. on May 2, 2022, which provides our stockholders with rights and opportunities to vote and ask questions equivalent to in-person meetings of stockholders. We intend to answer all questions submitted during the meeting which are pertinent to the Company and the meeting matters, as time permits. The Annual Meeting will convene at 1:00 p.m. on May 3, 2022.

How does the Board recommend that I vote?

The Board recommends that you vote: (1) “FOR” each of the eight nominees to the Board named in this Proxy Statement; (2) “FOR” the advisory resolution approving the executive compensation program for our named executive officers; (3) “FOR” the ratification of the appointment of Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for the 2022 fiscal year; (4) “FOR” the amendment to our 2016 Long-Term Incentive Plan; and (5) “FOR” the amendment and restatement of our Amended and Restated Certificate of Incorporation adding provisions required by the Jones Act.

Who is entitled to vote?

Holders of record of our Common Stock, at the close of business on the Record Date are entitled to vote at the Annual Meeting. On the Record Date, 88,320,612 shares of Common Stock were issued and outstanding. The Common Stock is our only outstanding class of voting securities. Each outstanding share of Common Stock is entitled to one vote for all matters before the Annual Meeting. If you virtually attend the Annual Meeting, which is the only way to attend the Annual Meeting, you may vote your shares online. Votes submitted and received as provided below on or before 11:59 p.m. eastern time on May 3, 2022 will be counted. Only votes submitted online at the virtual Annual Meeting will be counted after that time.

How do I vote?

If you were a stockholder of record at the close of business on March 25, 2022, you can vote your shares by any one of the following methods:



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 4

Even if you currently plan to virtually attend the Annual Meeting, we recommend that you submit your proxy by one of the methods described above so that your shares will be represented and your vote will be counted if you later decide not to virtually attend and vote online at the Annual Meeting. If you hold your shares in street name, you may virtually attend and vote your shares online at the Annual Meeting only if you have obtained a legal proxy from your brokerage firm, bank, trustee or other nominee giving you the right to vote the shares at the Annual Meeting.

How do I vote my shares if they are held in street name?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company (“AmStock”), you are a “stockholder of record” (or “registered stockholder”) of those shares, and these proxy materials have been provided directly to you by the Company. If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “beneficial owner” of shares held in “street name.” If your shares are held in street name, these proxy materials are being forwarded to you by your brokerage, bank, trust or other nominee as custodian (the “record holder”), along with voting instructions. As the beneficial owner, you have the right to direct your record holder how to vote your shares by using the voting instructions card, and the record holder is required to vote your shares in accordance with your instructions.

How will voting on any other business be conducted?

Although we do not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement, if any other business is presented at the Annual Meeting, your signed proxy card gives authority to each of Ezra Uzi Yemin, our Board Chair, President, and Chief Executive Officer, and Reuven Spiegel, our Executive Vice President and Chief Financial Officer, to vote your shares on such matters at their discretion.

Can I revoke or change my vote?

Yes. You may revoke or change your proxy, including a proxy submitted via internet or telephone as described in this Proxy Statement by: (a) notifying our Corporate Secretary in writing on or before May 2, 2022; (b) submitting a later-dated but still timely proxy card by mail on or before May 2, 2022; or (c) virtually attending and voting online at the Annual Meeting. If you are a beneficial owner with your shares held in street name, you must follow the instructions of your broker, bank, trust or other nominee who is the registered stockholder of your shares to revoke a proxy. The latest-dated, timely, properly completed voting instructions that you submit will count as your vote. If a vote has been recorded for your shares and you submit a proxy card that is not properly signed and dated, the previously recorded vote will stand.

What if I submit my proxy but I do not specify how I want my shares voted?

If you submit a proxy but do not specify how you want your shares to be voted, the proxy holder will vote your shares FOR each of the five proposals described in this Proxy Statement. If other matters requiring the vote of stockholders properly come before the Annual Meeting, it is the intention of the persons named on the proxy card to vote proxies held by them in accordance with their best judgment.

What does it mean if I get more than one proxy card?

If your shares are registered in more than one name or in more than one account, you will receive more than one card. Please complete and return all of the proxy cards you receive to ensure that ALL of your shares are voted.

Who is soliciting my vote?

Your vote is being solicited by our Board. Certain of our officers, directors and employees, none of whom will receive additional compensation therefor, may solicit proxies by telephone or other personal communication. The Company may also engage a third party proxy solicitor. We will bear the cost of the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares of Common Stock.

Who will count the vote?

Corporate Election Services, Inc. (“CES”) will serve as master tabulator and a representative of CES will act as the inspector of the elections.

What is a “quorum”?

A “quorum” is the presence of the holders of a majority of the outstanding shares entitled to vote either virtually attending or represented by proxy at the meeting. There must be a quorum for the Annual Meeting to be lawfully conducted. Proxies received but marked as abstentions, withheld votes and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 5

What are the voting requirements to approve each proposal?

Delek has implemented majority voting in uncontested elections of directors. Accordingly, Delek’s Third Amended and Restated Bylaws (the “Bylaws”) provide that in an uncontested election of directors, a nominee for director shall be elected if the number of votes cast “for” a nominee’s election exceeds the number of votes cast “against” that nominee’s election at a meeting at which a quorum is present in person or represented by proxy. To approve the advisory resolution approving the executive compensation program for our named executive officers, the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2022, and the proposal to approve the amendment of our 2016 Long-Term Incentive Plan, a majority of shares of Common Stock represented at the Annual Meeting and entitled to vote thereon must vote in favor of each proposal. To approve the amendment and restatement of our Amended and Restated Certificate of Incorporation to add provisions required by the Jones Act, a majority of all of the issued and outstanding shares of Common Stock must vote in favor of the proposal.

What is the effect of abstentions, withheld votes and broker non-votes?

Abstentions and instructions to withhold authority to vote will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum exists. Shares that are not voted in the election of directors, including broker non-votes, will have no direct effect in the election of directors. Those shares, however, are taken into account in determining whether a sufficient number of shares are present to establish a quorum. Abstentions have the same effect as a vote “against” proposals 2-5. Broker non-votes will have no effect on the outcome of proposals 2-4; however, a broker non-vote will have the same effect as a vote “against” proposal 5.

“Broker non-votes” are shares held by brokers or nominees which are present by virtually attending the Annual Meeting or represented by proxy, but which are not voted on a particular matter because instructions have not been received from the beneficial owner. Under New York Stock Exchange (“NYSE”) rules, NYSE-member brokers who hold shares of Common Stock in street name for their customers and have transmitted our proxy solicitation materials to their customers, but do not receive voting instructions from such customers, will be permitted to vote on discretionary items.

•

Non-Discretionary Items. The election of directors, the approval of the advisory resolution approving the executive compensation program for our named executive officers, the approval of the amendment of our 2016 Long-Term Incentive Plan, and the approval of the amendment and restatement of our Amended and Restated Certificate of Incorporation are considered non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.

•

Discretionary Items. The ratification of the appointment of Ernst & Young LLP as independent auditors is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions from beneficial owners may be able vote on this proposal in their discretion.

Can I change the number of copies of the Annual Meeting materials that I receive?

Yes. The Company will generally deliver one copy of its proxy materials to each address where multiple record holders of our Common Stock reside, unless we have received instructions to the contrary, a process commonly referred to as “householding.” If you are a registered stockholder and would like to have separate copies of the proxy materials mailed to you in the future, or you would like to have a single copy of the proxy materials mailed to you in the future, please contact your bank, broker, or other nominee record holder, or you can notify the Company by sending a written request. Written requests for additional information or additional proxy materials should be directed to our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37027, (615) 771-6701 or by sending an e-mail to Investor.Relations@delekus.com.

Who should I call if I have questions or need assistance voting my shares?

If you have any questions or need assistance in voting your shares, please call our Investor Relations department at (615) 224-1312.

Why is the Annual Meeting being held in virtual-only format this year?

To provide a safe experience for our stockholders and employees, we will once again conduct a virtual annual meeting, which we believe provides expanded access, improved communications and cost and time savings for our stockholders and the Company. The Annual Meeting is planned to be a completely virtual meeting of stockholders, and will be conducted exclusively by webcast at www.cesonlineservices.com/dk22_vm.

How can I participate in the Annual Meeting?

You may virtually attend, submit questions and vote your shares during the Annual Meeting by visiting our Annual Meeting website at www.cesonlineservices.com/dk22_vm.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 6

Registered Stockholders

Stockholders of record as of the Record Date must register in advance to participate in the Annual Meeting by visiting the website www.cesonlineservices.com/dk22_vm prior to the deadline of 1:00 p.m., central time, on May 2, 2022. Please have your proxy card containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting.

Beneficial Stockholders

Stockholders whose shares are held through a broker, bank or other nominee as of the Record Date must register in advance to participate in the virtual Annual Meeting by visiting the website www.cesonlineservices.com/dk22_vm prior to the deadline of 1:00 p.m., central time, on May 2, 2022. Please have your voting instruction form or other communication containing your control number available and follow the instructions to complete your registration request, including uploading a copy of one of these documents. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. If you are a beneficial stockholder and you wish to vote your shares online during the virtual Annual Meeting, rather than submitting your voting instructions before the Annual Meeting, you will need to contact your bank, broker or other nominee to obtain a legal proxy form that you must submit in PDF or Image file format with your ballot when voting online during the Annual Meeting.

Even if you plan to virtually attend the Annual Meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to virtually attend the Annual Meeting. The Annual Meeting will begin promptly at 1:00 p.m., central time. Online check-in will begin at 12:30 p.m., central time, and you should allow ample time for the online check-in procedures.

In order to ensure that your shares are represented at the Annual Meeting, we strongly encourage you to vote your shares by proxy prior to the Annual Meeting, and further encourage you to submit your proxies electronically — by telephone or by Internet — by following the simple instructions on the enclosed proxy card. Your vote is important, and voting electronically should facilitate the timely receipt of your proxy despite any potential disruptions in mail service.

May stockholders ask questions at the Annual Meeting?

Yes. Stockholders who have successfully registered will have the ability to submit questions during the Annual Meeting by visiting our Annual Meeting website at www.cesonlineservices.com/dk22_vm. We intend to answer all questions submitted during the meeting which are pertinent to the Company and the meeting matters, as time permits. Detailed guidelines for submitting questions during the meeting are available on the Investor Relations page of our website at www.delekus.com.

What if I have technical difficulties or trouble accessing the Annual Meeting?

Beginning 30 minutes prior to the start of and during the meeting, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

Is it possible that the meeting format will be changed so that it is no longer virtual only?

We believe a virtual-only format provides expanded access, improves communications and provides cost and time savings for our stockholders and the Company. However, if it becomes necessary or advisable to change the format of the meeting as circumstances evolve, we will notify stockholders as soon as practicable.

Do stockholders have any appraisal or dissenters’ rights on the matters to be voted on at the Annual Meeting?

No, stockholders of the Company will not have rights of appraisal or similar dissenters’ rights with respect to any of the matters identified in this Proxy Statement to be acted upon at the Annual Meeting.

How can I obtain additional information about the Company?

Copies of our Annual Report to Stockholders and Annual Report on Form 10-K for the year ended December 31, 2021, and our other annual, quarterly and current reports, and any amendments to those reports, are filed with the SEC, and are available free of charge on our website, which is located at www.delekus.com. These reports and other information are filed electronically with the SEC and are available at the SEC’s website, www.sec.gov. Copies of these reports will be sent without charge to any stockholder requesting it in writing to our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37027. The investor relations page of our website contains our press releases, earnings releases, financial information and stock quotes, as well as links to our SEC filings. The information posted on our website is not incorporated into this Proxy Statement.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 7

CORPORATE GOVERNANCE

Composition of the Board

At the date of this Proxy Statement, the Board consists of seven independent directors (William J. Finnerty; Richard J. Marcogliese; Leonardo Moreno, Gary M. Sullivan, Jr.; Vicky Sutil; Laurie Z. Tolson; and Shlomo Zohar) and one employee director (Ezra Uzi Yemin, our President, Chief Executive Officer and Chair of the Board). Each of these individuals currently serves as a director of the Company and has been nominated for election at the Annual Meeting to serve for a one-year term expiring at our 2023 Annual Meeting of Stockholders or when his or her successor is duly appointed, elected and qualified.

David Wiessman, a former director of the Company, elected to resign in November 2021. Mr. Wiessman’s resignation was not due to any disagreement with the Board or the Company’s management or any matter related to the Company’s operations, policies, or practices. Following Mr. Wiessman’s resignation, the Board decreased the size of the Board to seven members. The Board voted to appoint Leonardo Moreno on March 27, 2022 and increase the size of the Board to eight members.

The Board has five standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee (the “Governance Committee”), the Environmental Health & Safety Committee (the “EHS Committee”), and the Technology Committee. The role of each of these standing committees is further described under “Committees of the Board of Directors” beginning on page 12. The following table shows the current composition of our standing committees. Mr. Moreno is not included in the table because he was only recently appointed to the Board and has not yet been appointed to any Board committees.


	Audit Committee	Governance Committee	Compensation Committee	EHS Committee	Technology Committee
William J. Finnerty
Richard J. Marcogliese
Gary M. Sullivan, Jr.
Vicky Sutil
Laurie Z. Tolson
Shlomo Zohar

LOGO = Chair LOGO = Member

Board Diversity

The following graphic presents information about the ages and tenures of the members of our Board.

LOGO



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 8

Executive Leadership Transition

Mr. Yemin has served as our Chief Executive Officer for the last 18 years, during which time the Company has grown from a retail convenience store operator to a fully integrated downstream energy company with assets located along the Gulf Coast region, including four refineries, a strong midstream footprint, biodiesel plants and retail convenience store locations. The Board regularly conducts executive leadership succession planning and, in 2021 Mr. Yemin and the Board began to discuss the Company’s next generation of leadership in light of the Company’s strong foundation and positive momentum. Both Mr. Yemin and the Board believed that a change in the CEO position would only be desirable if an appropriate candidate to build on this foundation could be identified. To advance this process, the Board established a committee of independent directors (the “Selection Committee”) to explore a potential transition of the CEO position.

The Selection Committee met numerous times during 2021 and 2022 to consider the appropriate timing and structure of a potential CEO transition. The Selection Committee consisted of William J. Finnerty as its Chair, Rich Marcogliese, Vicky Sutil, and Shlomo Zohar. In addition, Ron Haddock, the Lead Independent Director of Delek Logistics Partners, LP (“DKL” or “Delek Logistics”), participated as a non-voting member of the Selection Committee. During this process, Avigal Soreq, the current Chief Executive Officer of El Al Israel Airlines Ltd., the national airline of Israel, and formerly a senior executive of the Company from 2012 to 2021, was identified as the appropriate candidate. On March 27, 2022, the Selection Committee recommended, and the Board approved, the transition of Mr. Yemin to the new role of Executive Chairman of the Company, and the appointment of Mr. Soreq as the new President and CEO of the Company, to be effective in June 2022. On March 27, 2022 the General Partner of Delek Logistics also approved the appointment of Mr. Soreq as the new President of Delek Logistics.

As Executive Chairman, Mr. Yemin will help oversee the Company’s strategic direction and innovation efforts in addition to his Board leadership duties.

As the new CEO of the Company, Mr. Soreq will lead the Company, including overseeing other executives of the Company. Mr. Soreq has an extensive level of experience and knowledge about the Company from his previous service in senior leadership positions across our organization, including most recently as the Company’s Chief Operating Officer from March 2020 until January 2021. Mr. Soreq played an instrumental role in establishing our operational capabilities and growing our business during his tenure with us from 2012 until 2021. Since January 2021, Mr. Soreq has served as the CEO of El Al Israel Airlines. His balanced combination of first-hand insight into the Company as well as outside executive perspective makes him uniquely positioned to be our next leader.

Board Leadership

The Board is led by the Board’s Chair and Chief Executive Officer, Mr. Yemin. In accordance with our Bylaws and Corporate Governance Guidelines (“Governance Guidelines”), the Governance Committee and the Board periodically evaluate our leadership structure, including whether the roles of Chief Executive Officer and Chair of the Board should be held by the same or different individuals. Our Bylaws allow the Board flexibility to determine from time to time whether the two roles should be combined or separated based upon circumstances existing at such time. As discussed above, in March 2022 the Board approved the transition of Mr. Yemin to the role of Executive Chairman and the appointment of Avigal Soreq as the Company’s next CEO in June 2022. The Board believes Mr. Yemin’s appointment as Executive Chairman will allow him to effectively identify strategic priorities and lead the Board’s oversight of the Company’s operations during the transition to Mr. Soreq as CEO. In light of these factors, combined with Mr. Yemin’s leadership skills, extensive history with the Company and industry expertise, the Board believes his holding the role of Executive Chairman is in the best interest of the Company and its stockholders at this time. The Governance Committee and the Board will continue to periodically evaluate our leadership structure, including these roles, in the future.

Because the Executive Chairman of the Board is not an independent director, the Board considers it to be useful and appropriate to designate an independent director to serve in a lead capacity (the “Lead Independent Director”) to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine from time to time. Mr. Zohar has served as the Board’s Lead Independent Director since February 24, 2020. The Lead Independent Director is appointed annually by a majority of the independent directors on the Board and may be removed from or replaced in that position by a majority of the independent directors at any time. The Lead Independent Director will chair all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors, call additional meetings of the independent directors as deemed appropriate, and perform such other functions as the Board may direct, including: (i) serving as principal liaison between the independent directors, on one hand, and the Board Chair and senior management, on the other hand; (ii) providing input from the Board and make recommendations to the Chair regarding Board meetings including with respect to meeting frequency, dates, locations, agendas, management participation and other matters; and (iii) consulting with the Board Chair regarding information submitted by our management that is necessary or appropriate for the Board’s deliberations. In addition, the Lead Independent Director has the authority to engage in direct communication, as appropriate, with our major stockholders, and engage outside counsel and consultants.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 9

Director Independence


At the date of this Proxy Statement and at all times during 2021, the Board was composed of a majority of independent directors. The Board has affirmatively determined that Messrs. Finnerty, Marcogliese, Moreno, Sullivan, and Zohar and Mses. Sutil and Tolson are each independent under the rules and regulations of the NYSE, the SEC and Company guidelines, and meet the requirements for non-employee directors under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). In reaching its determinations, the Board affirmatively determined
that these individuals have no material relationship with us or our management, either directly or as a partner, stockholder or officer of an organization that has a relationship or has engaged in transactions with us or with our management. The Board based this determination and its independence determinations on a review of all of the relevant facts and circumstances, including the responses of the directors to questions regarding their employment history, compensation, affiliations and other relationships including but not limited to familial, commercial, industrial, banking, consulting, legal, accounting, charitable and other relationships. The Board previously determined that Mr. Wiessman was an independent director under the rules and regulations of the NYSE, SEC, and Company guidelines.

2021 Board Meetings


		Board Meetings. The Board held 29 meetings during 2021 and each director attended at least 75% of all Board and committee meetings on which he or she served during the year. While we do not have a policy with regard to Board member attendance at annual meetings of our stockholders, all directors serving at the time of our 2021 Annual Meeting of Stockholders attended the annual meeting on May 5, 2021.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 10

Executive Sessions. Our independent directors also met in executive sessions without management present during each quarterly meeting of the Board in 2021. Our Lead Independent Director, Mr. Zohar, presided over these executive sessions of independent directors. The Board intends to continue to conduct such executive sessions of independent directors as necessary or desirable in 2022, including in connection with each regular quarterly meeting. The Lead Independent Director will continue to preside at executive sessions of independent directors.

DIRECTORS’ EXPERIENCES AND SKILLS

LOGO

PUBLIC COMPANY LEADERSHIP EXPERIENCE

LOGO

PUBLIC COMPANY BOARD EXPERIENCE

LOGO

FINANCE

LOGO

ACCOUNTING AND AUDITING

LOGO

ENERGY INDUSTRY EXPERIENCE

LOGO

RETAIL EXPERIENCE

LOGO

OPERATIONS EXPERIENCE

LOGO

INTERNATIONAL BUSINESS EXPERIENCE

LOGO

RISK MANAGEMENT

LOGO

COMPENSATION

LOGO

ENVIRONMENTAL/SUSTAINABILITY

LOGO

ESG/SOCIAL RESPONSIBILITY

LOGO

CYBERSECURITY/INFORMATION TECHNOLOGY

Stockholder Engagement

The Company is committed to active stockholder engagement through a combination of investor conferences, non-deal roadshows, quarterly conference calls and ongoing dialogue with the analyst and investment community. Our ambition is to provide transparency and clearly articulate the strategic direction of the Company, along with key drivers that underpin financial performance. We strive to deliver sustainable, long-term value to our stakeholders by maintaining active dialogue and ensuring that our objectives are aligned.

Both the Board and our management team are committed to being prudent stewards of capital with a strong commitment to good corporate citizenship. We engage in ongoing efforts to address environmental, social and governance (“ESG”) matters that are important to our stockholders. In 2021, we formalized the responsibilities of our Board committees for overseeing ESG matters. The Governance Committee has general oversight responsibility for the Company’s ESG efforts. Specific areas overseen by the Governance Committee include Board and committee diversity, stockholder rights, sustainability reporting, and ESG ratings. The EHS Committee and Compensation Committee also have areas of oversight responsibility, subject to the overall oversight of the Governance Committee. The EHS Committee reviews ESG matters relevant to the health and safety of employees, the Company’s climate impact, environmental risk assessments, and those portions of sustainability reports that relating to environmental, health and safety matters. The Compensation Committee reviews employee diversity and inclusion, executive succession planning, and those portions of sustainability reports related to employment and compensation matters. The Audit Committee has responsibility for oversight of the inclusion of ESG disclosures in the Company’s financial statements and SEC disclosures. Overall, this alignment of committee responsibilities is intended to organize a comprehensive approach to addressing the most important ESG issues the Company faces.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 11

Committees of the Board of Directors

The Board has five standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, the EHS Committee, and the Technology Committee. Although primary responsibilities may be assigned to one of these committees, the Board receives regular, detailed reports from each committee, engages in additional discussion and oversight regarding matters of particular concern or importance, and non-committee members regularly participate in meetings of each committee. At all times during 2021, all of the members of each of the Company’s standing committees were independent as defined by the rules and regulations of the NYSE, the SEC and Company guidelines. All of the members of the Compensation Committee were outside directors as defined by the rules and regulations of the IRS. The Governance Committee regularly reviews the membership on each of the Board’s five standing committees, and periodically considers whether rotation of committee members or chairs is in the best interests of the Company and its stockholders.

Audit Committee

On January 1, 2021, the Audit Committee was comprised of Messrs. Sullivan (chair), Marcogliese, Wiessman, and Zohar and Ms. Sutil. Mr. Zohar left the Audit Committee in April 2021, but was reappointed to the Audit Committee in November 2021, and Mr. Wiessman resigned from the Board, including his position on the Audit Committee, effective as of November 10, 2021. The Board has determined that (i) Messrs. Sullivan, Marcogliese, Wiessman, and Zohar and Ms. Sutil each qualify as independent and financially literate under applicable SEC rules and regulations and the rules of the NYSE; and (ii) Mr. Sullivan is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. The Audit Committee met nine times during 2021. In performing its functions and to promote the independence of the audit, the Audit Committee consults separately and jointly with the independent auditors, our internal auditors, our Chief Executive Officer, our Chief Financial Officer and other members of our management. Among other responsibilities, the Audit Committee is responsible for assisting Board oversight of:

•

The quality and integrity of our financial statements,

•

The disclosure and financial reporting process carried out by management and the systems of internal accounting and financial controls developed and carried out by management;

•

The independent audit of our financial statements;

•

The independent registered public accounting firm’s qualifications, independence, performance and compensation;

•

The internal audit function;

•

Our compliance with legal and regulatory requirements including procedures for the internal and external reporting of financial accounting, internal control and other concerns as required by the Sarbanes Oxley Act (the “whistleblower hotline”);

•

The general administration of our related party transactions policy; and

•

ESG disclosures in our financial reports and SEC disclosures.

Compensation Committee

On January 1, 2021, the Compensation Committee was comprised of Messrs. Finnerty (chair), Marcogliese, Sullivan, Wiessman, and Zohar. In April 2021, the Board appointed Ms. Tolson to the Compensation Committee and Mr. Wiessman left the Committee. The Board has determined that Messrs. Finnerty, Marcogliese, Sullivan, Wiessman, and Zohar and Ms. Tolson each qualify as independent under applicable SEC rules and regulations and the rules of the NYSE and as a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee met four times in 2021. Under its charter, the Compensation Committee may delegate its authority to subcommittees, the chair of the committee, or to one or more officers of the Company to make grants of equity awards to non-named executive officers and non-Section 16 officers under our incentive or equity-based plans and only in accordance with the terms of such plans. The Compensation Committee is only permitted to delegate its authority when it deems such delegation to be appropriate and in the best interests of the Company. Among other responsibilities, the Compensation Committee is responsible for:

•

Our compensation practices, including ensuring they reflect the Board’s and our philosophy, competitive practices and regulatory requirements and aligned with our strategic direction;

•

Evaluating the performance of our Chief Executive Officer and approving the compensation awarded to our executive officers;

•

Overseeing equity awards issued under our long-term incentive plans;

•

Periodically evaluating our compensation and benefits programs generally, including risks relating thereto; and

•

ESG matters related to employees and compensation.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 12

Governance Committee

On January 1, 2021, the Governance Committee was comprised of Ms. Sutil (chair) and Messrs. Finnerty and Sullivan. In April 2021, the Board appointed Ms. Tolson to the Governance Committee. The Board has determined that Mses. Sutil and Tolson and Messrs. Finnerty and Sullivan each qualify as independent under applicable SEC rules and regulations and the rules of the NYSE. The Governance Committee met nine times in 2021. Among other responsibilities, the Governance Committee is responsible for:

•

Assisting the Board in identifying and evaluating individuals qualified to become Board members and recommending to the Board the director nominees for each annual meeting of stockholders in accordance with the parameters set forth in our Governance Guidelines;

•

Overseeing our corporate governance policies and procedures applicable to the Governance Guidelines when required;

•

Reviewing the Governance Guidelines on an annual basis and recommending to the Board any changes deemed necessary or desirable;

•

Monitoring, overseeing and reviewing compliance with the Governance Guidelines and all other applicable policies of the Company as the Governance Committee or the Board deems necessary or desirable;

•

Leading the Board and each of its committees in an annual assessment of their performance; and

•

General oversight of ESG matters, Board diversity, stockholder rights, sustainability reporting and ESG ratings.

EHS Committee

On January 1, 2021, the EHS Committee was comprised of Messrs. Marcogliese (chair) and Finnerty and Ms. Sutil. The EHS Committee met seven times in 2021. Among other responsibilities, the EHS Committee is responsible for:

•

Overseeing management’s establishment and administration of our environmental, health and safety policies, programs, procedures and initiatives;

•

Receiving periodic reports from management regarding environmental, health and safety laws, rules and regulations applicable to the Company;

•

Evaluating risks relating to such policies, programs, procedures and initiatives; and

•

ESG matters related to environment, health and safety.

Technology Committee

In April 2021 the Board established the Digitalization and Innovation Committee, later renamed the Technology Committee. At its inception, the Technology Committee was comprised of Ms. Tolson (chair) and Messrs. Wiessman and Zohar. Mr. Wiessman resigned from the Board, including his position on the Technology Committee, effective as of November 10, 2021. Mr. Sullivan was appointed to the Technology Committee in November 2021. The Technology Committee met four times in 2021. Among other responsibilities, the Technology Committee is responsible for:

•

Overseeing management’s establishment and administration of our policies, procedures, and initiatives with respect to digitalization, technology, cybersecurity, and information security;

•

Receiving periodic reports from management regarding our digitalization, technology, cybersecurity, and information security initiatives and related regulations and key legislation and regulatory developments;

•

Reviewing with management the adequacy of our information security and compliance program and any major security incidents that have occurred and steps that have been taken to mitigate against reoccurrence; and

•

Evaluating risks relating to such policies, programs, procedures and initiatives.


		Find more online

Each of the Board’s five standing committees has a written charter that may be found on the “Corporate Governance” page of our website at https://www.delekus.com/about/corporate-governance/. Each committee reviews the adequacy of its charter on an annual basis and recommends changes to the Board, as appropriate. Paper copies of the charters are available free of charge to all stockholders by calling (615) 771-6701 or by writing to our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37207.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 13

Risk Oversight

The Board considers oversight of risk management to be a responsibility of the entire Board as well as its committees. The Board’s role in risk oversight includes receiving regular reports from its committees and members of senior management on areas of material risk to the Company, including operational, compliance, financial, liquidity, credit, legal and regulatory, strategic, commercial, cybersecurity, enterprise and reputational risks. The Board further understands, evaluates and oversees risk identification, risk management and risk mitigation strategies, including cyber security risks. The Board delegates to certain of its standing committees oversight of certain categories of risk. Those committees regularly report to the Board on matters relating to the specific areas of risk such committees oversee, and directors are encouraged to attend and participate, ex officio, in committee meetings, to ensure all directors engage in oversight of risks overseen by each committee. The roles of the standing committees in assisting the Board in its oversight of risk management are as follows:


Audit Committee		• Assists the Board in monitoring and assessing the Company’s financial, commercial, liquidity, credit, regulatory, and other risks and in developing guidelines and policies to govern processes for managing these risks. • Discusses the Company’s policies with respect to risk assessment, as well as with respect to the specific risks the Audit Committee oversees.

Compensation Committee		• Assists the Board in monitoring the risks associated with the Company’s compensation policies and practices. • Reviews the design and goals of the Company’s compensation programs and practices in the context of possible risks to the Company’s financial and reputational well-being as well as possible risks to the continuity of the Company’s management. • Regularly reports to the Board on its discussions and oversight.

Governance Committee		• Assists the Board in monitoring the Company’s risks incident to its board and committee structures and governance structures and processes, including ESG risks. • Discusses risk management in the context of general governance matters, Board succession planning and committee service by directors, among other topics. • Regularly reports to the Board on its discussions and oversight.

EHS Committee		• Assists the Board in monitoring the risks associated with the Company’s compliance with environmental, health and safety regulations, including related ESG matters. • Reviews the Company’s policies and procedures relating to environmental, health and safety compliance. • Regularly reports to the Board on its discussions and oversight.

Technology Committee		• Assists the Board in monitoring the Company’s risks related to technological developments, digitalization, and information security. • Reviews the status and level of the Company’s contingency planning and disaster recovery activities. • Reviews with management any major security incidents that have occured and steps that have been taken to mitigate against recurrence. • Reviews with management the adequacy of the Company’s information security training and compliance program. • Regulary reports to the Board on its discussions and oversight.

The Board		• Oversees the enterprise risk management (“ERM”) program and cyber risk management, including both operational and information security risks resulting from operating critical infrastructure and retail operations. • Discusses findings of the ERM program, including cyber and ESG risks, and reviews the Company’s procedures related to the ERM program and risk management. • Receives regular updates on these matters from the Chief Financial Officer, Chief Information Officer, Chief Information Security Officer, and other senior management team members. • Review and assess industry risk through trade organizations.

Board Oversight of Cyber Risk

Cyber risks are monitored through our ERM program, which is overseen by the Board with our Chief Financial Officer having overall responsibility for financial, information technology, and cybersecurity. In overseeing cyber risk, the Board follows the principles identified by the National Association of Corporate Directors in the oversight of cybersecurity risks. At each regular meeting of the Board and the Audit Committee, cybersecurity risks and Company programs are discussed with the Chief Information Officer and others. Third parties are periodically engaged in the assessment of cybersecurity, including evaluating maturity under the National Institute for Security and Technology’s cybersecurity framework, testing informational and operational cyber defenses, and reviews of policies and procedures.

As discussed above, in 2021 the Board established the standing Technology Committee. One of the Technology Committee’s responsibilities is to review, assess, manage, and mitigate risks related to technological developments, digitalization and information security. The Technology Committee also reviews assessments of the effectiveness of the Company’s information security and technology programs,



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 14

procedures and initiatives. The Technology Committee regularly receives reports from management regarding information security and cyber risk matters, including the Company’s contingency planning and information security training and compliance. The Technology Committee’s designated focus on these areas of the Company’s digitalization, information security and technology policies help ensure strategic alignment of the Company’s strategies with information security and risk management.

Additionally, in keeping with the Company’s commitment to provide the highest level of oversight of cybersecurity risks, we have a Chief Information Security Officer who focuses all of their time to ensure the safety and security of our networks and systems. Our Chief Information Security Officer oversees a team of security professionals within the Company and regularly updates the Board on any potential risks and threats to the Company. Our Chief Information Security Officer, Chief Information Officer, and other senior leadership brief the Board on information security matters multiple times throughout the year.

Board Oversight of Sustainability

The Company is committed to “doing the right thing” by operating in a sustainable and environmentally responsible manner. We are committed to our employees and the communities in which we operate. We have demonstrated this through strong markets and industry downturns. Our employees are our greatest asset, and we are committed to supporting them and the local economies of their communities. In 2019, we produced our first Corporate Social Responsibility Report, and in 2020 we produced our first Sustainability Report. In 2021 we produced our 2020-2021 Sustainability Report, which included goals and disclosures related to greenhouse gas (GHG) emissions, information about our diversity initiatives, and an overview of the Company’s COVID-19 response.

The Board’s standing committees provide oversight and guidance over different aspects of ESG in connection with our projects and operations. The Governance Committee has overall responsibility for ESG oversight, particularly with respect to governance matters. The EHS Committee oversees ESG issues related to environmental, health and safety. The Compensation Committee considers ESG concerns, such as environmental, health and safety, in designing executive compensation programs. The Audit Committee considers financial risks arising from ESG concerns. Each committee reports its activities to our Board, which retains overall responsibility for incorporating ESG considerations into our strategic plans.

For example, our corporate governance and ERM programs are designed to help sustain our organization through a wide range of market and operating scenarios, and our community development efforts benefit the health and growth of the communities we serve. In addition, we are committed to supporting our employees through our health and safety policies and retention efforts. With the Board’s oversight, we have:

LOGO

We believe these activities support our business and are integral to achieving the goals we have for the Company.


		Find more online

u Delek’s 2021 Sustainability Report can be found on the “Social Commitment” page of our website at https://www.delekus.com/social-commitment/, as well as a more comprehensive look at our corporate responsibility and sustainability policies, practices and procedures. u Our Diversity, Equity and Inclusion Policy can be found on the “Corporate Governance” page of our website at https://www.delekus.com/about/corporate-governance/. u For more information about the Delek Fund for Hope, and information about our philanthropic programs, events, and donations, please visit the Delek Fund for Hope website at https://delekhope.com/.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 15

Nomination of Directors


In accordance with our Governance Guidelines and the charter of the Governance Committee, the Governance Committee seeks to identify individuals qualified to become directors and considers such factors as it deems appropriate, including the individual’s independence, education, experience, reputation, judgment, skill, integrity and industry knowledge. The Governance Committee considers the individual’s contribution to the Board’s overall diversity in the foregoing factors, the degree to which the individual’s qualities and attributes complement those of other directors, and the extent to which the candidate would be
a desirable addition to the Board and committees thereof. Directors should have experience in positions with a high degree of responsibility; be leaders in the organizations with which they are affiliated; and have the time, energy, interest and willingness to serve as a member of the Board.


Board Diversity		While we do not have a specific policy regarding diversity of our Board members and nominees,
In 2020, Delek pledged that by 2022 at least 30% of our Board would be female and/or racially diverse. With the appointment of Leonardo Moreno to our Board, we are proud to have met that goal.		we recognize the importance of diversity of viewpoints, industry and professional experiences, ethnicity, age, race, backgrounds, education, skill sets and gender. With the appointment of Leonardo Moreno in March 2022, we met our goal that in 2022 30% of our Board will be female and/or racially diverse. Among other criteria, the Governance Committee seeks candidates who have business and/or professional knowledge and experience applicable to our industry and businesses and the goals and interests of our stockholders; are well regarded in their communities with a long-term, good reputation for the highest ethical standards; possess common sense and good judgment; have a positive record of accomplishment in present and
prior positions; offer diverse viewpoints; have an excellent reputation for preparation, attendance, participation, interest and initiative on other boards on which they may serve; and have the time, energy, interest and willingness to become involved in our business and future.

The Governance Committee annually and periodically assesses whether the Board and its committees possess the right diversity of skills and backgrounds for the current issues we face. Annually, the Governance Committee will assess this composition in connection with the nomination of directors for re-election to the Board as well as during the annual Board and committee self-assessments. From time to time, the Governance Committee utilizes the services of third parties to assist in identifying or evaluating director nominees. The Governance Committee will also consider persons recommended by our stockholders and will evaluate each such person using the same criteria used to evaluate director candidates identified by the Governance Committee. Stockholders wishing to make such recommendations may write to the Board in care of our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37027. Persons making submissions should include the full name and address of the recommended person, a description of the proposed person’s qualifications and other relevant biographical information.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 16

Director Recruitment Process

LOGO

Compensation Committee Interlocks and Insider Participation

Each of Messrs. Finnerty, Marcogliese, Sullivan, Wiessman, and Zohar and Ms. Tolson served on the Compensation Committee during the 2021 fiscal year, and each of them qualified as independent under applicable SEC rules and regulations and the rules of the NYSE and as a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act during 2021. None of our executive officers currently serves (and did not serve during the 2021 fiscal year) as a member of the board of directors or compensation committee of another entity where an executive officer of such other entity serves as a member of our Board.

Governance Guidelines and Code of Business Conduct & Ethics

Our Governance Guidelines may be found on our website at www.delekus.com. The Governance Guidelines set out our and the Board’s guidelines on, among other things:

•

The qualifications, independence and responsibilities of directors;

•

The process for selection of director candidates and qualifications thereof;

•

Board leadership and Board meetings;

•

Annual evaluation of the performance of the Board and its committees;

•

Director compensation and orientation; and

•

The functions of the Board and its committees and the expectations we have for directors.

We have also adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including the principal executive officer, principal financial officer and principal accounting officer. We will, within the time periods prescribed by the SEC and the NYSE, timely post on our website at www.delekus.com any amendments to this code. If we waive any material departure from a provision of our Code of Business Conduct and Ethics, we intend to post such waiver (to the extent applicable to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions) on this website.



		Find more online

The full texts of our Governance Guidelines and Code of Business Conduct and Ethics may be found on the “Corporate Governance” page of our website at https://www.delekus.com/about/corporate-governance/. Paper copies of our Governance Guidelines are available to all stockholders free of charge by calling (615) 771-6701 or by writing to our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37207.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 17

DIRECTOR COMPENSATION

Non-Employee Director Compensation Process

The compensation paid to our non-employee directors is determined by the Board, upon recommendation of the Compensation Committee. This compensation is designed to attract and retain nationally-recognized, highly-qualified directors to lead the Company, to meaningfully align the interests of those directors with the interests of stockholders and to be demonstrably fair to both the Company and its non-employee directors. In setting non-employee director compensation, the Compensation Committee and the Board consider these factors, as well as the significant amount of time that directors spend fulfilling their duties to the Company, the skill and experience required of the directors and other factors deemed appropriate by the Compensation Committee from time to time. The Compensation Committee and the Board relies upon various sources of information and advice including the advice of independent consultants, comparative surveys, third party proprietary databases providing comparative information, the current economic conditions and industry environment in which the Company operates and the Compensation Committee members’ common sense, experience and judgment. Non-employee director compensation typically consists of both cash and equity components.

Non-Employee Director Compensation for 2021

The Compensation Committee and the Board reviewed data and analysis provided by its independent compensation consultant, Pay Governance, in conjunction with other factors and the objectives discussed above, and determined to maintain the level of compensation to non-employee directors for 2021 the same as 2020. The following table shows our non-employee director compensation for 2021, the cash portions of which were paid ratably each quarter:



2021 NON-EMPLOYEE DIRECTOR COMPENSATION

ANNUAL BASE RETAINER FEE		$90,000

ANNUAL COMMITTEE RETAINERS:	Chair		Member

- AUDIT COMMITTEE	$15,000		$7,000

- COMPENSATION COMMITTEE	$15,000		$7,000

- GOVERNANCE COMMITTEE	$10,000		$5,500

- EHS COMMITTEE	$10,000		$5,500

- TECHNOLOGY COMMITTEE	$10,000		$5,500

ANNUAL EQUITY AWARD*		$125,000

LEAD INDEPENDENT DIRECTOR FEE		$15,000

The annual equity award to non-employee directors is a restricted stock unit (“RSU”) award that vests over one year.

The number of RSUs is based on the closing price of the Company’s Common Stock on the date of grant.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 18

The following table sets forth a summary of the compensation paid to our non-employee directors during fiscal year 2021.



2021 Director Compensation

Name (1)	Fees Earned or Paid in Cash (2)	Stock Awards (3)	Option Awards	Changes in Nonqualified Deferred Compensation Earnings	All Other Compensation	Total

William J. Finnerty	$116,000	$124,996	—	—	—	$240,996

Richard J. Marcogliese	$114,000	$124,996	—	—	—	$238,996

Leonardo Moreno (4)	—	—	—	—	—	—

Gary M. Sullivan, Jr.	$117,500	$124,996	—	—	—	$242,496

Vicky Sutil	$112,500	$124,996	—	—	—	$237,496

Laurie Z. Tolson	$99,740	$124,996	—	—	—	$224,737

David Wiessman (5)	$88,391	$124,996	—	—	—	$213,388

Shlomo Zohar	$118,106	$124,996	—	—	—	$243,102

(1)

As the only employee director, Mr. Yemin did not receive any compensation in 2021 for his service as a director.

(2)

This column reports the amount of cash compensation earned in 2021 for Board and committee service. Amounts in this column include both annual cash retainers and fees for services on committees or as chair of committees during 2021.

(3)

Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes of 5,263 RSUs granted to each of Messrs. Finnerty, Marcogliese, Sullivan, Wiessman, and Zohar and Mses. Sutil and Tolson on June 10, 2021. The grant date fair value of $23.75 per share for Messrs. Finnerty, Marcogliese, Sullivan, Wiessman, and Zohar and Mses. Sutil and Tolson was equal to the closing stock price on the grant date. The RSUs vest quarterly over the course of one year.

(4)

Effective March 27, 2022, Mr. Moreno was appointed as a director. Mr. Moreno did not receive any compensation from the Company during 2021.

(5)

Effective November 10, 2021, Mr. Wiessman resigned from the Board for personal reasons and his compensation was pro-rated to account for his Board and committee services during 2021.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 19

Communications with the Board of Directors

Stockholders or other interested parties who wish to communicate with any of our directors, any committee chairperson or the Board may do so by writing to the director, committee chairperson or the Board in care of our Corporate Secretary, Delek US Holdings, Inc., 7102 Commerce Way, Brentwood, Tennessee 37027. Any such communications received will be forwarded directly to the director to whom it is addressed. If the communication is addressed to the Board generally and no particular director is named, the communication will be forwarded, depending on the subject matter, to the appropriate committee chairperson, to the Lead Independent Director or to all members of the Board.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 20

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting, eight directors are to be elected to hold office until the 2023 Annual Meeting and until their successors are duly elected and qualified or until their earlier termination of service. Each of the following individuals is a nominee for election to our Board: Ezra Uzi Yemin, William J. Finnerty, Richard J. Marcogliese, Leonardo Moreno, Gary M. Sullivan, Jr., Vicky Sutil, Laurie Z. Tolson, and Shlomo Zohar. All director nominees are currently serving on our Board. The Board has determined that each of Messrs. Finnerty, Marcogliese, Moreno, Sullivan, and Zohar and Mses. Sutil and Tolson qualifies as an independent director under applicable SEC rules and regulations and the rules of the NYSE.

We believe that each director nominee will be able to stand for election. All nominees have consented to be named and have indicated their intent to serve if elected. If any nominee becomes unable to stand for election, proxies in favor of that nominee will be voted in favor of any substitute nominee named by the Board. If you do not wish your shares to be voted for one or more of the nominees, you may so indicate when you vote by withholding your vote for the particular nominee. The persons named in the enclosed proxy card intend to vote the proxy for the election of each of the eight nominees, unless you indicate on the proxy card that your vote should be withheld from any of the nominees.

Biographies for each director nominee are set forth below. Except as listed in their biographies, no director has served as a director of a publicly traded company or a registered investment company in the past five years.

In March 2021, the Company amended the Bylaws to require majority voting in uncontested elections of directors. Accordingly, a nominee for director is only elected if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” that nominee’s election at a meeting at which a quorum is present in person or represented by proxy. Shares that are not voted in the election of directors, including abstentions and broker non-votes, have no direct effect in the election of directors. Those shares, however, are taken into account in determining whether a sufficient number of shares are present to establish a quorum.

In connection with the adoption of majority voting in uncontested elections of directors, the Board also adopted a director resignation policy (the “Policy”) in the event that an incumbent director fails to receive the required number of votes for re-election in an uncontested election. The Policy requires that a director who fails to receive the required number of votes for re-election in an uncontested election will tender his or her resignation to the Chair of the Board for consideration by the Governance Committee. The Governance Committee will consider the resignation and make a recommendation to the Board concerning its acceptance or rejection. In doing so, the Governance Committee will consider all factors deemed relevant, including, but not limited to, the stated reason why stockholders voted against the director’s re-election, the director’s qualifications, and whether the director’s resignation would be in the best interests of the Company and its stockholders. The Board will then consider information, factors, and alternatives considered by the Governance Committee in making its ultimate decision of whether to accept or reject the director’s resignation.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 21

The Board of Directors recommends a vote “FOR” each of the following nominees:



*Ezra Uzi Yemin*		Mr. Yemin, age 53, has served as the Chair of our Board since 2012, as our Chief Executive Officer since 2004 and as our President and a director since 2001. He has also served as the chair of the board of directors and chief executive officer of Delek Logistics GP, LLC since 2012. Mr. Yemin served as the chair of the board of directors of Alon USA Energy, Inc. from May 2015 until its merger with a subsidiary of the Company in July 2017. Mr. Yemin’s duties include the formulation of our policies and strategic direction, oversight of executive officers, and overall responsibility for our operations and performance. The Board believes that Mr. Yemin’s service on the Board provides it with important interaction with, and access to, management’s principal policy-maker that facilitates the Board’s development and implementation of Company policies. In addition, his extensive industry experience, leadership skills and knowledge of the Company make him well-qualified to serve on our Board.

*William J. Finnerty*		Mr. Finnerty, age 73, has served as one of our directors since 2014, as a member of the Compensation Committee since 2014 and its Chair since February 2020, as a member of the Nominating and Corporate Governance Committee since 2014, as a member of the Environmental, Health and Safety Committee since its inception in 2014 and its Chair from 2014 until February 2020, and served as our Lead Independent Director from November 2015 until February 2020. Mr. Finnerty has over 40 years of experience leading businesses in the petroleum and refining industry. From 2011 until 2012, he served as a member of the board of directors of CVR Energy Inc. (NYSE: CVI) where he chaired the environmental, health and safety committee and was a member of the nominating and corporate governance committee. Prior to retiring from Tesoro Corporation in 2010, he served as its executive vice president, strategy and corporate development and as its chief operating officer. Mr. Finnerty served on the board of directors of the National Petrochemical and Refiners Association (now known as the American Fuel & Petrochemical Manufacturers) from 2005 to 2010 and was its vice chairman from 2007 to 2010. Mr. Finnerty’s career began with Texaco, Inc. in 1970. Since then, he also held executive positions with Equiva Trading Company and Chevron Corporation (NYSE: CVX). The Board believes that Mr. Finnerty’s experience in all facets of the downstream sector with both integrated major oil companies and independent refiners, as well as his expertise in strategic considerations, provide significant value to us.

*Richard J. Marcogliese*		Mr. Marcogliese, age 69, has served as one of our directors since January 2020, as Chair of the EHS Committee since February 2020, and as a member of the Compensation Committee and the Audit Committee since February 2020. Mr. Marcogliese has over 40 years of experience in the refining industry. He is currently the principal of iRefine, LLC, a privately-owned petroleum refining consulting company and a director of Cenovus Energy, Inc., an integrated oil and natural gas company. From 2011 to 2019 he was an executive advisor of Pilko & Associates L.P., a private chemical and energy advisory company. From 2000 to 2010, he worked for Valero Energy Corporation where he held increasingly senior positions, including serving as executive vice president and chief operating officer from 2007 to 2010. Prior to joining Valero, Mr. Marcogliese worked for ExxonMobil Corporation for over 25 years. Mr. Marcogliese also served as operations advisor to NTR Partners III LLC, a private investment company, from 2013 to 2017, and Operations Advisor to the CEO of Philadelphia Energy Solutions, from 2012 to 2016. Mr. Marcogliese has been a past chair of the Western States Petroleum Association and holds a Bachelor of Engineering in Chemical Engineering from the New York University School of Engineering and Science. Mr. Marcogliese was appointed to the Board because the Board believes that his vast experience in the refining industry and background in operations, consulting, and strategic planning will provide the Board with invaluable insights as the Company continues to execute on our growth strategy.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 22



*Leonardo Moreno*		Mr. Moreno, age 43, has served as one of our directors since March 2022. Mr. Moreno has over 15 years of experience in the energy industry. Since 2020 he has served as the President of AES Clean Energy, a division of The AES Corporation (NYSE: AES), a global power company leader in renewables and new technologies. Mr. Moreno has worked for The AES Corporation since 2006 in a variety of positions, including Senior Vice President, Corporate Strategy & Investments and Chief Commercial Officer from 2017 to 2020, Chief Financial Officer, Europe from 2015 to 2016, and other leadership roles related to strategy, finance, commercial, investments, mergers and acquisitions, and sustainability. He served as a director of AES Brasil Energia SA (AESB3:BZ) from 2018 to February 2022 and has served as an alternate director of AES Andes S.A. (AESANDES.SN) since 2018. Mr. Moreno also served as a Senior Auditor for Ernst & Young in Brazil from 2003 to 2005. Mr. Moreno holds a Bachelor of Arts in Business Administration from Universidade Federal de Minas Gerais, Brazil and has continued his education through executive business and leadership programs at the London Business School, Harvard Business School, Georgetown University and the University of Virginia. Mr. Moreno was appointed to the Board because the Board believed that his extensive experience in the renewable energy industry provides the Board with valuable expertise as the Company continues to pursue its commitment to clean energy.

*Gary M. Sullivan, Jr.*		Mr. Sullivan, age 75, has served as one of our directors and as the Chair of the Audit Committee since 2015. He has also served as a member of the Governance Committee since 2016, the Compensation Committee since August 2019, and the Technology Committee since November 2021. Mr. Sullivan previously served as a member of the board of directors of Delek Logistics GP, LLC and the chair of its audit committee from 2012 until 2015. Mr. Sullivan is a certified public accountant, a certified global management accountant and has completed the National Association of Corporate Directors’ Cyber-Risk Oversight Program. Mr. Sullivan has been a faculty member at Virginia Commonwealth University’s School of Business since 2012, where he teaches accounting and auditing. From 2009 to 2012, Mr. Sullivan was a private investor. From 1975 through 2009, Mr. Sullivan served in various roles with Deloitte & Touche LLP culminating in the role of senior client partner from 2004 through 2009 where he worked with public companies, including sponsors of master limited partnerships. Mr. Sullivan retired from the U.S. Navy as a Captain in 1990 after serving in various naval aviation and naval reserve intelligence assignments. Mr. Sullivan holds a Bachelor of Arts in economics from the University of Virginia and a Master of Business Administration from Tulane University. Mr. Sullivan was appointed to the Board because the Board believed that his experience as a certified public accountant and partner with Deloitte & Touche LLP provides the Board with valuable expertise in matters involving finance and accounting.

*Vicky Sutil*		Ms. Sutil, age 57, has served as one of our directors since February 2019. She has served as a member of the Nominating and Corporate Governance Committee since April 2019 and as its Chair since February 2020, as a member of the EHS Committee since April 2019, and as a member of the Audit Committee since August 2019. Ms. Sutil also serves on the board of Antero Resources Corporation (NYSE: AR) since 2019. From 2010 to 2015, Ms. Sutil served as a member of the board of directors of Plains All American Pipeline, L.P. (NASDAQ: PAA) and from 2013 to 2015 Ms. Sutil served as a member of the board of directors of Plains GP Holdings, L.P. Ms. Sutil has over 30 years of experience in the petroleum and refining industry. From July 2017 to January 2020, she worked with SK E&P Company focusing on strategic planning and from 2014 to 2016 Ms. Sutil worked with California Resources Corporation as vice president of commercial analysis for CRC Marketing, Inc. From 2000 to 2014 she worked with Occidental Petroleum Corporation (NYSE: OXY) in different capacities including roles in corporate development, mergers and acquisitions and financial planning. Ms. Sutil has additional experience with ARCO Products Company and Mobil Oil Corporation working as a project engineer and business analyst in the refining and marketing divisions. Ms. Sutil attended the University of California, Berkeley where she graduated with a Bachelor of Science degree in mechanical engineering with a petroleum emphasis and she also holds an MBA from Pepperdine University. Ms. Sutil was appointed to the Board because the Board believed that her varied experience in the refining and petroleum industry provides the Board with valuable expertise in energy industry matters.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 23



*Laurie Z. Tolson*		Ms. Tolson, age 61, has served as one of our directors since January 2021. Ms. Tolson has served as a member of our Compensation and Nominating and Corporate Governance Committees since April 2021 and has served as the Chair of our Technology Committee since its inception in April 2021. Since December 2020, Ms. Tolson has served on the board of directors of Fenix Marine Services, which operates one of the largest container terminals in the Port of Los Angeles. Since March 2020, Ms. Tolson has been the chief executive officer of Tolson Consulting Company, where she advises companies on digital transformation strategies. From 2017 to 2020, Ms. Tolson previously served as the chief digital officer of GE Transportation, a division of Wabtec Corporation (NYSE: WAB), which manufactures equipment for the railroad, marine, mining, drilling and energy generation industries. Prior to that, Ms. Tolson worked at ABB Ltd. (NYSE: ABB), a manufacturer of electrification, industrial automation, and robotics and motion products for customers in utilities, industry, transport and infrastructure worldwide, first as executive vice president of research and development, product management and marketing from 2012 to 2016, and then as global head of the enterprise software group from 2016 to 2017. Ms. Tolson’s experience also includes five years as vice president, software, at Dell Inc., a global information technology company, and 13 years as vice president, Java software group, at Sun Microsystems, Inc., a software development and network infrastructure provider. Ms. Tolson attended Point Loma Nazarene University where she graduated with a Bachelor of Arts degree in business administration and economics and minor in computer science, and she holds an MBA from National University in La Jolla, California. Ms. Tolson was appointed to the Board because the Board believed her many years of experience at the intersection of technology and the energy and transportation industries is important as the Board navigates technological developments in the petroleum industry.

*Shlomo Zohar*		Mr. Zohar, age 70, has served as our Lead Independent Director since February 2020, and as one of our directors since 2010. Mr. Zohar has served as a member of our Technology Committee since its inception in April 2021. Mr. Zohar has served on the Board’s Audit Committee since November 2021 and previously served on the Board’s Audit Committee from 2011 until April 2021 and as its Chair from 2014 to 2015. He has also served as a member of the Compensation Committee since 2013 and as its Chair from August 2019 until February 2020. He served on the Governance Committee from its inception in 2013 until February 2020, served as Chair of the Governance Committee from 2013 until February 2020 and served on the Board’s Incentive Plan Committee from 2011 until its dissolution in 2013. Mr. Zohar has worked as an independent consultant in the financial services sector since 2006. Between 2006 and 2009, Mr. Zohar served as a member and chair of the boards of directors of Israel Discount Bank Ltd., Mercantile Discount Bank Ltd., Israel Discount Capital Markets & Investments Ltd. and Israel Credit Cards, Ltd. During this time, Mr. Zohar also served as a member and vice chair of the board of directors of Israel Discount Bank of New York and as a member of the board of directors of Discount Bancorp, Inc. The Board believes that Mr. Zohar’s financial industry experience provides the Board with valuable expertise in the Company’s financial and accounting matters.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 24

Executive Officers

As of the date of this Proxy Statement, we have five executive officers who lead the Company. Our executive officers are elected by the Board and serve at the discretion of the Board, rather than for specific terms of office.




EZRA UZI YEMIN Board Chair, President & CEO Age: 53		REUVEN SPIEGEL Executive Vice President & CFO Age: 65


TODD O’MALLEY Executive Vice President & Chief Operating Officer Age: 48		DENISE MCWATTERS Executive Vice President, General Counsel & Corporate Secretary Age: 62


NITHIA THAVER Executive Vice President, Refining Age: 62



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 25

Information regarding the background and experience of each of these executive officers is listed below, except for information regarding Mr. Yemin, which is included under Proposal 1 above since he is a director standing for re-election at the Annual Meeting.

Executive Officers



*Reuven Spiegel*		Mr. Spiegel has served as our Chief Financial Officer since May 2020, and a member of the board of directors of the general partner of Delek Logistics Partners, LP since 2014. Mr. Spiegel has served in the financial and real estate industry since 1983. Prior to joining the board of directors of the general partner of Delek Logistics Partners, LP, Mr. Spiegel served as president, chief executive officer, and senior executive vice president of Israel Discount Bank Ltd. from 2001 through 2014. In 2005 and 2006, Mr. Spiegel also served as chair of the board of Discount Mortgage Bank.

*Denise McWatters*		Ms. McWatters has served as the Executive Vice President, General Counsel and Corporate Secretary of the Company and of the general partner of Delek Logistics Partners, LP since February 2021. Ms. McWatters previously served as the general counsel, chief compliance officer and corporate secretary of HollyFrontier Corporation, an independent petroleum refiner (NYSE: HFC), and of the general partner of Holly Energy Partners, L.P. (NYSE: HEP) from 2008 until August 2019. Prior to joining HollyFrontier, Ms. McWatters served as the general counsel of The Beck Group, an architecture, construction and design firm, from 2005 to 2007.

*Todd O’Malley*		Mr. O’Malley has served as the Executive Vice President and Chief Operating Officer of the Company and of the general partner of Delek Logistics Partners, LP since March 2022. Previously, Mr. O’Malley served as the Executive Vice President and Chief Commercial Officer of the Company and of the general partner of Delek Logistics Partners, LP from March 2021 until March 2022. From January 2018 until February 2021, Mr. O’Malley served as president of TKO Energy Enterprises, Inc., an advisory services firm specializing in the petrochemical and renewable energy industries. From April 2020 to February 2021, Mr. O’Malley served as president and CEO of Citizens Companies, a consulting and investment concern active in the petrochemical and renewable energy industries. Previously, from March 2016 through December 2017, Mr. O’Malley served as the executive vice president and chief commercial officer of Gulf Oil L.P., a refined products terminaling, storage, and logistics business and a leading distributor of motor fuels in the United States. Prior to joining Gulf Oil, Mr. O’Malley served as President of the general partner of PBF Logistics LP, the general partner of a master limited partnership active in the midstream sector of the oil and gas industry, a position he held from January 2015 until December 2015. Prior to that, Mr. O’Malley held positions of increasing responsibility at PBF Energy, Inc., an independent oil refiner and supplier of unbranded petroleum products, and worked as a commodities trader and in supply and distribution positions within the energy industry.

*Nithia Thaver*		Mr. Thaver has served as our Executive Vice President, Refining since February 2022. Prior to his current position, Mr. Thaver had served as our Senior Vice President, Refining since December 2018. From 2017 to 2018, Mr. Thaver served as the Senior Vice President, Strategy and Business Development, of Philadelphia Energy Solutions, which owned and operated a refinery. Prior to that, Mr. Thaver held positions of increasing responsibility at several companies in the oil and gas industry, including Sunoco, ConocoPhillips, and ExxonMobil.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 26

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This “Compensation Discussion and Analysis” is intended to provide material information that is necessary to provide an understanding of our compensation policies and decisions regarding the individuals named in the Summary Compensation Table in this Proxy Statement. These individuals may be referred to as our “named executive officers” or “NEOs” herein. For 2021, our NEOs were as follows:

Ezra Uzi Yemin, our President, Chief Executive Officer and Chair of the Board;

Reuven Spiegel, our Executive Vice President and Chief Financial Officer;

Denise McWatters, our Executive Vice President, General Counsel, and Corporate Secretary;

Todd O’Malley, our Executive Vice President and Chief Operating Officer; and

Louis LaBella, our former Executive Vice President and President of Refining.

Executive Summary

Impact of the COVID-19 Pandemic

The outbreak of COVID-19 and its development into a pandemic in March 2020 (the “COVID-19 Pandemic” or the “Pandemic”) has resulted in significant economic disruption globally, including in the United States and specific geographic areas where we operate. Actions taken by various governmental authorities, individuals and companies around the world to prevent the spread of the COVID-19 Pandemic through both voluntary and mandated social distancing, curfews, shutdowns and expanded safety measures have restricted travel, many business operations, public gatherings and the overall level of individual movement and in-person interaction across the globe. While recovery from the Pandemic began in 2021, the Company’s operations and financial results in 2021 were still impacted by Pandemic-related activities, including reduced airline flights and motor vehicle use.

These developments have materially impacted the compensation of our named executive officers. From November 2020 until July 2021, our Chief Executive Officer, Mr. Yemin, voluntarily reduced his base salary by 35% in recognition of the challenges facing our business. Further, as a result of the negative impact of the Pandemic on our operating and financial results, the Company did not achieve the minimum Adjusted Earnings Per Share hurdle of $0.51 required to fund bonuses under our Annual Incentive Plan for 2021. Therefore, no cash bonuses were provided to our NEOs or any other participants in this plan. The Compensation Committee did not modify or adjust any of our outstanding incentive plans as a result of the impact of the Pandemic.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 27

Executive Officer Performance in 2021

As more fully described in the Company’s 2021 Annual Report, 2021 marked a challenging year as a result of the Pandemic and its impact on the global economy. The Company, led by its executive officers, achieved numerous accomplishments during 2021, including:

✓ Continued to support the health and safety of our employees by utilizing enhanced sanitation, social distancing, remote work, and other measures;

✓ Executed opportunistic turnaround and maintenance activities to minimize impact of disruption from Winter Storm Uri and the El Dorado refinery fire;

✓ Successfully completed a $400.0 million senior note debt issuance at Delek Logistics which the net proceeds were used to pay down borrowings under the Delek Logistics Credit Facility and likewise enhance liquidity;

✓ Initiated a program to monetize a portion of our ownership in Delek Logistics under a Rule 10b5-1 program to sell up to 434,590 common limited partner units, which helped us to not only capture $2.1 million (pre-tax) to date of tangible value in the Delek valuation but also serves to improve the liquidity of the Delek Logistics units without diluting the overall market capitalization of Delek Logistics;

✓ Negotiated an accretive buy-out of a financing commitment agreement with Wink to Webster pipeline which allowed us to recoup capital expenditures we may not have incurred had it not been for the financing commitment and recognize an incremental gain of approximately $10.2 million;

✓ Announced our first greenhouse gas emissions reductions target as we seek to align our business with the Paris Climate Accords;

✓ Continued expansion in our crude gathering business in the Permian Gathering;

✓ Embodied our core value of safety with continuous improvement in DART (days away, restricted or transferred) and TRIR (total recordable incident rate) metrics since 2016; and

✓ Increased our focus on upgrading our technologies and implement advanced systems and processes to achieve further, more structural cost reductions, operational improvements, and asset optimization over the medium to long term.

Compensation Highlights for Fiscal 2021

The following are the highlights of our 2021 compensation program:

•

Our Compensation Committee has adopted a strong pay-for-performance philosophy which targets compensation at the market median of our energy sector peers and a broader group of energy and industrial companies.

•

Compensation is paid in a mix of base salary; annual cash-based incentives under our Annual Incentive Plan (“AIP”); and equity-based long-term incentive awards (consisting of equal amounts of Restricted Stock Units (“RSUs”) and Performance-based Restricted Stock Units (“PSUs”)).

•

Compensation is tied to our financial, operating, environmental, safety, and stock performance, so that a substantial portion of the compensation provided to our executive officers is at risk.

•

Payment of annual cash-based incentives under the AIP is based on achieving critical measures of financial, safety, environmental, and operating performance, consistent with our pay-for-performance philosophy. Financial metrics comprise 60% of the company performance weighting and includes Adjusted Earnings Per Share (“Adjusted EPS”) and Return on Invested Capital (“ROIC”) relative to peers. Any payment under the Plan requires achieving at least threshold Adjusted EPS performance for the year. In 2021, the Company did not achieve the threshold Adjusted EPS hurdle of $0.51; therefore, no cash bonuses were earned under the Plan.

•

Our equity-based long-term incentive program is intended to attract, motivate, and retain participants, and to enhance stockholder value through the use of non-cash, equity incentive compensation opportunities. In 2021 as in past years, 50% of the target value of each executive’s long-term incentive opportunity was granted in time-vesting RSUs and 50% was granted in performance-vesting PSUs. In 2021, two-thirds of RSUs were awarded in Company stock and one-third of the RSUs were awarded in Delek Logistics common limited partner units. The RSU grants vest on a quarterly basis over a three-year period and the PSU grants vest based on our total shareholder return (“TSR”) relative to our peers.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 28

Advisory Vote on Executive Compensation

We conducted an advisory vote to approve our executive compensation at our 2021 Annual Meeting of Stockholders, and more than 78% of the votes cast were in favor of our NEO compensation as described in our Proxy Statement. As a result, our NEO compensation was approved (on an advisory basis) by our stockholders. Furthermore, excluding shares held by the group of stockholders who conducted an unsuccessful proxy contest to elect three nominees to our Board in 2021, the votes cast in favor of our NEO compensation exceeded 92%.

While these votes are not binding on us, our Board or its committees, we believe it is important for our stockholders to have an opportunity to express their views regarding our executive compensation philosophy, our compensation policy and programs, and our decisions regarding executive compensation, all as disclosed in our Proxy Statement. Our Board and its Compensation Committee value the opinions of our stockholders. Our Board will consider any concerns raised by our stockholders and our Compensation Committee will evaluate whether any actions are necessary to address the concerns. In addition to the advisory vote to approve our executive compensation, we encourage ongoing engagement with our stockholders on executive compensation and corporate governance issues.

Summary of Compensation Actions for 2022

At its February 2022 meeting, the Compensation Committee approved the following actions regarding the Company’s compensation program for 2022. The Compensation Committee’s actions were influenced by the Company’s current financial and share performance, a desire to maintain strong pay for performance alignment, as well as market insights and advice provided by the Compensation Committee’s independent consultant.

The Compensation Committee approved an Annual Incentive Plan for the 2022 fiscal year (the “2022 AIP”) applicable to executive officers. Under the 2022 AIP, payment of awards will be based on the Company’s Adjusted EPS for the year ending December 31, 2022. Under the 2022 AIP, no annual bonuses will be paid to our executive officers unless the Company’s Adjusted EPS for the year ending December 31, 2022 equals or exceeds $0.30. If this threshold is achieved, the 2022 AIP will be funded and the payouts will be determined based on Company Adjusted EPS and Adjusted EBITDA achievement, operating metrics, and individual performance.

The Compensation Committee approved long-term incentive awards to our named executive officers under the 2020 Long-Term Incentive Plan (the “2020 LTIP”). The awards consist of RSUs and PSUs. The PSUs vest at the end of the applicable three year performance period and are based on our relative total shareholder return (“TSR”), which we define generally as appreciation in the Company’s stock price plus all dividends paid during the applicable performance period, relative to the performance of the peer group of companies identified by the Compensation Committee. Our NEOs may earn from 0% to 200% of the PSUs granted based on certain performance standards. The RSUs generally vest quarterly in equal amounts through the third anniversary of the grant date (provided the initial installment that would otherwise vest three months following the grant date will instead vest with the second installment six months following the grant date), subject to the employee’s continued employment with the Company. Two-thirds of RSUs awarded under the 2020 LTIP will be in Company stock and one-third of the RSUs will be in Delek Logistics common limited partner units.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 29

Compensation Overview, Objectives and Philosophy

Our NEO compensation framework in 2021 emphasized retention and recruitment in a manner that was designed to support stockholder value and reward the performance of our NEOs with reference to the overall performance of the Company. We have developed a compensation framework that is designed to:

LOGO

These objectives governed the decisions that the Compensation Committee made during 2021 for compensation of our NEOs and will govern the decisions it makes during fiscal year 2022 with respect to the amount and type of compensation payable to our NEOs. Further, we believe that these objectives strengthen our commitment to operate our business in conformity with the highest standards of ethical conduct.

Elements of Our Compensation

The compensation framework for our NEOs consists primarily of the following three elements:

•

Fixed Compensation: Base salaries, predetermined severance, limited fringe benefits and perquisites and other benefits are primarily intended to attract and retain our NEOs by providing reliable compensation that is not contingent upon short-term or long-term objectives.

•

Annual Incentive Compensation: Performance-based annual cash bonuses are primarily intended to reward superior performance of both financial and non-financial goals by our NEOs and support fixed compensation in attracting and retaining our NEOs.

•

Long-Term Incentive Compensation: In 2021, our long-term incentive compensation for our NEOs included grants of time-vesting RSUs and performance-based PSUs.

Regarding the mix of these elements in our NEO compensation framework, our philosophy has been to weigh more heavily toward long-term incentive compensation and less toward fixed and annual incentive compensation, and we expect this philosophy to continue. Each of these elements is discussed further below.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 30

Compensation Setting Process

The Compensation Committee is responsible for determining the amount and mix of total compensation to be paid to our NEOs. In making these determinations for our NEOs other than Mr. Yemin, the Compensation Committee typically solicits the input and recommendations of Mr. Yemin. For all of our NEOs, the Compensation Committee references external consultant studies of our compensation programs conducted contemporaneously or in recent years.

Our goal from each year is to develop an appropriate mix of fixed, annual incentive and long-term incentive compensation to attract and retain our NEOs while simultaneously incentivizing them to exert their best efforts to maximize near-term results and longer-term value for our stockholders.

External Consultants

We believe that, in some circumstances, external compensation consultants can provide valuable assistance to us in setting NEO compensation. The Compensation Committee typically engages external compensation consultants to provide reports related to the design and amount of NEO compensation and to evaluate achievement under performance awards. The Compensation Committee also engages compensation consultants to provide director compensation analyses and target compensation reports that are used to develop our director compensation framework. Finally, the Compensation Committee engages compensation consultants to assist us with the development of our annual cash bonus plans and the evaluation of achievement under such plans. For 2021, the Compensation Committee retained Pay Governance LLC (“Pay Governance”), a nationally recognized independent executive compensation consultant, to provide the Compensation Committee advice on executive compensation matters going forward. We expect that, from time to time, the Compensation Committee will continue to reference data and guidance provided, and to be provided, by Pay Governance or similar external consultants in setting NEO and director compensation. The Compensation Committee believes that Pay Governance is independent of management and provides the Compensation Committee with objective guidance.


Benchmarking
We believe that effective executive compensation practices depend upon the particular facts and circumstances of each employer and should not be dictated by the practices of others. Therefore, our compensation practices for our NEOs are not designed to track any particular company or group of companies. However, we believe that referencing specific and aggregated compensation data from certain companies and groups of companies from time to time can be a useful tool in our decision-making process for all areas of our compensation framework. The Compensation Committee, with the assistance of its former compensation consultant, developed the group of companies listed below (the “Comparator Group”) during 2020, which it revisited in 2021. Because these comparator companies vary in size, the Compensation Committee may consider regression analyses of their data to provide more meaningful points of reference. We may also reference unregressed data from a larger group				*In determining the Comparator Group, we considered:* u 12-Month Revenue u December 31, 2021 Market Cap u Total Assets u Number of Employees u Business Description
of general industry companies with sizes similar to ours. We believe this compensation data is derived from appropriate comparative cross sections of competitors in our industries and for our talent with market capitalization and/or operational complexity similar to ours and provides meaningful market information to be referenced from time to time in our compensation decisions. The Comparator Group consists of the following companies:




CVR Energy, Inc.		ONEOK, Inc.

Genesis Energy, LP		Par Pacific Holdings, Inc.

HollyFrontier Corporation		PBF Energy, Inc.

Magellan Midstream Partners, LP		Phillips 66

Marathon Petroleum Corporation		Plains All American Pipeline, LP

NuStar Energy, LP		Valero Energy Company

At its November 2021 meeting, the Compensation Committee approved a revised peer group of 20 companies for use going forward into 2022. Pay Governance played a key role in identifying a broader set of companies to serve as peers based on the following characteristics:

●

Companies with commodity exposure, cyclical/volatile business cycles, heavy manufacturing operations, and/or safety and environmental focus



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 31

●

U.S.-based public companies representing the following industry sectors: Oil and Gas Refining and Marketing, Oil and Gas Storage and Transportation, Chemicals, and Metals and Mining

●

Reasonably aligned with the Company from a market capitalization and revenue perspective

The revised comparator group consists of the following 20 companies:



Alcoa Corp.	Green Plains Inc.	PBF Energy, Inc.

Arconic Corp.	Genesis Energy, LP	Ryerson Holding Corp.

Cabot Corp.	HollyFrontier Corporation	Schnitzer Steel Industries, Inc.

Commercial Metals Co.	Huntsman Corp.	Sunoco LP

Crestwood Equity Partners LP	NuStar Energy, LP	The Chemours Co.

CVR Energy, Inc.	Par Pacific Holdings, Inc.	World Fuels Services Corp.

EnLink Midstream, LLC	Plains All American Pipeline, LP

Variable Compensation and Promotion of a Long-Term Perspective

We increase the variable at-risk components of compensation for our executives as they progress higher into our organization and adjust the ratio of short-term to long-term compensation to promote accountability and a long-term equity ownership culture. We structure our executive compensation program so that the proportion of variable versus fixed compensation increases as the role and responsibility of the executive increases. We believe this structure is appropriate as executives are best positioned to be able to affect the Company’s performance. Therefore, they should receive a substantial portion of their total compensation value in the form of long-term equity incentives that measure and reward the Company’s performance over a multiple year period. The table below illustrates that the actual percentage of variable pay relative to total compensation depends on the executive’s position within the Company. The higher the executive’s position within the Company, the greater the proportion of variable pay that is linked to Company performance and shareowner return metrics. Similarly, as the executive rises to positions of greater responsibility within our Company, short-term compensation begins to decrease proportionately relative to long-term compensation which, in most cases, begins to represent a greater proportion of the executive’s total compensation. Accordingly, the decision to emphasize variable elements for these individuals results in a reduced emphasis of fixed elements of compensation. In some cases, the variances between short-term and long-term compensation are related to tenure in the position or initial compensation package provided upon hiring. The following chart summarizes the breakout of fixed versus variable compensation and short-term versus long-term compensation as disclosed in the Summary Compensation Table for our NEOs in 2021.



	Fixed vs. Variable Compensation		Short vs. Long-Term Compensation

	% of Annual Compensation Fixed	% of Annual Compensation Variable (1)	% of Short-Term Compensation (1)	% of Long-Term Compensation
Ezra Uzi Yemin	12%	88%	29%	71%
Denise McWatters	30%	70%	52%	48%
Todd O’Malley	29%	71%	50%	50%
Reuven Spiegel	32%	68%	57%	43%
Louis LaBella	33%	67%	58%	42%

(1) The percent listed is based on the target bonus for 2021, as the threshold was not achieved and there was not a payout.

Fixed Compensation

A portion of our NEOs’ overall cash compensation is base salary. Generally, NEO base salaries have not been based upon specific measures of corporate performance, but are determined by the Compensation Committee with reference to each employee’s individual performance, position and responsibilities, the fixed compensation of our other NEOs and other members of senior management, competitive data and the recommendations of our Chief Executive Officer (except as it pertains to his own compensation). We generally seek to position NEO base salaries at or below the median of size-regressed data from our Comparator Group and unregressed data from other companies of similar size to us. The Compensation Committee believes that the fixed compensation paid to our NEOs is appropriate and helps achieve our objectives to attract, retain and motivate our NEOs. From November 2020 until July 2021 our Chief Executive Officer, Mr. Yemin, voluntarily reduced his base salary by 35% in recognition of the challenges facing our business.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 32

For a description of the base salaries and other elements of fixed compensation paid to our NEOs for 2021, please refer to the Summary Compensation Table in this Proxy Statement.

Annual Incentive Compensation

Annual cash bonuses paid to our NEOs for a fiscal year are typically determined in the first quarter of the ensuing fiscal year and are intended to reward company-wide performance and, to a lesser extent, individual performance during the year.

Compensatory Arrangements and Annual Bonuses

No compensatory arrangement with any NEO guarantees that an annual cash bonus will be paid to her or him each year. The decision to award annual cash bonuses to our NEOs, and the determination of the amounts thereof (if any), is the prerogative of the Compensation Committee and/or the Board.

2021 Annual Bonus Plan

In February 2021, the Compensation Committee approved an Annual Incentive Plan for the 2021 fiscal year (the “2021 Bonus Plan”) applicable to executive officers, which is the same plan applicable to other employees otherwise eligible under the 2021 Bonus Plan. Under the 2021 Bonus Plan, payment of awards under the 2021 Bonus Plan would be based on the Company’s Adjusted EPS for the year ending December 31, 2021.

Under the 2021 Bonus Plan, no annual bonuses would be paid to our executive officers unless the Company’s Adjusted EPS for the year ending December 31, 2021 equaled or exceeded $0.51. If this threshold was achieved, the 2021 Bonus Plan was to be funded and the Compensation Committee could further evaluate the Company’s relative performance and exercise downward discretion under the formula set forth below.

Financial Performance. The Compensation Committee would attribute 60% of its evaluation to the Company’s financial performance under an Adjusted EPS / relative return on invested capital (“Relative ROIC”) matrix as set forth below:



Adjusted EPS		Relative ROIC Performance (Percentile of Comparator Group)
Adjusted EPS		<25%	≥25% <50%	≥50% <75%	≥75%

≥ $2.51		150%	175%	200%	200%

$2.11	$2.50	125%	150%	175%	200%

$1.71	$2.10	100%	125%	150%	175%

$1.31	$1.70	75%	100%	125%	150%

$0.91	$1.30	66%	75%	100%	125%

$0.51	$0.90	50%	66%	75%	100%

< $0.50		0%	0%	0%	0%

Safety Metrics. The Compensation Committee would attribute 10% of its evaluation, apportioned equally, to the Company’s performance in safety as measured by each of (i) the Company’s total recordable incident rate (“TRIR”) and (ii) the Company’s days away, restricted or transferred rate (“DART”).

Process Safety Management / Environmental Metrics. The Compensation Committee would attribute 10% of its evaluation to process safety management and environmental metrics as follows: (i) 5% of its evaluation to Tier I and II events at company refining facilities under the OSHA Process Safety Management standard and (ii) 5% of its evaluation to environmental metrics which consist of (A) 3% to spills and releases, (B) 1% to flaring hours and (C) 1% to water exceedances.

Refinery Reliability and Utilization. The Compensation Committee would attribute the remaining 20% of its evaluation, apportioned equally, to the Company’s performance in (i) refinery operational availability as compared to the operational availability of other U.S. refineries as reported in the most recent published Solomon Associates North and South America Fuels Study at the beginning of the applicable bonus year (with the 2021 bonus year being based on the 2016 study published by Solomon Associates) and (ii) refinery utilization as compared to utilization of other U.S. refineries as reported in the most recent published Solomon Associates North and South America Fuels Study.



DELEK US HOLDINGS, INC.		2022 PROXY STATEMENT \| 33

In February 2022, the Compensation Committee evaluated the performance of the Company under the 2021 Bonus Plan. Because the Company’s Adjusted EPS for the year ending December 31, 2021 did not exceed the $0.51 threshold contained in the 2021 Bonus Plan, no amounts were paid.

The following table illustrates each NEO’s opportunity under 2021 Bonus Plan as well as the actual bonus earned under the Plan for 2021 performance:


	2021 AIP Opportunities as a % of Base Salary			Actual 2021 AIP Earned
	Minimum	Target	Maximum	% of Base Salary	Dollar Value
Ezra Uzi Yemin	0%	140%	280%	0%	$0
Denise McWatters	0%	75%	150%	0%

YOU CAN VOTE BY ANY OF THE FOLLOWING METHODS:

INTERNET

Online at the website on the enclosed proxy card or voting instruction form

PHONE

By telephone by calling the number indicated on the enclosed proxy card or voting instruction form

MAIL

By signing and returning your proxy card or voting instruction card before May 2, 2022

VIRTUALLY

By virtually attending the Annual Meeting at www.cesonlineservices.com/dk22_vm and voting your shares online on May 3, 2022

SEC Form DEF 14A filed by Delek US Holdings Inc.