HF Sinclair Corporation Announces Appointment of Acting CFO and Approves Significant Compensation Package

Key Points for Investors

• Appointment of Acting CFO: HF Sinclair Corporation has appointed Mr. Vivek Garg, age 52, as the Acting Chief Financial Officer (CFO).
• Compensation Changes: The Compensation Committee has approved an additional compensation package for Mr. Garg, including a substantial cash stipend and a large grant of restricted stock units (RSUs).
• Governance and Compliance: Mr. Garg does not have any family ties with the board or executive team, and there are no related party transactions that require disclosure. He is already a party to existing company agreements such as Change in Control and Indemnification Agreements.

Details of the Appointment and Compensation

HF Sinclair Corporation (NYSE: DINO) announced the appointment of Mr. Vivek Garg as the Acting CFO, as previously disclosed in its recent 10-K filing. This follows an event reported on March 6, 2026. The company has clarified that:

• There are no arrangements or understandings with any other party that led to Mr. Garg’s appointment.
• Mr. Garg is not related to any director, executive officer, or nominee for such positions within HF Sinclair Corporation.
• There are no transactions requiring disclosure under Item 404(a) of Regulation S-K in which Mr. Garg is involved.

Compensation Package for Acting CFO

The Compensation Committee of the Board of Directors has approved the following additional compensation for Mr. Garg’s service as Acting CFO:

1. Monthly Cash Stipend:
   • Mr. Garg will receive a cash stipend of \$25,000 per month beginning March 1, 2026, prorated for any partial months served in the Acting CFO role.
2. Restricted Stock Units (RSUs):
   • A one-time grant of RSUs with a grant date value of \$375,000.
   • Vesting Schedule: 50% vests on December 1, 2026, and 50% on December 1, 2027.
   • Pro-rata vesting will occur in the event of death or disability before the applicable vesting date.
   • The RSU Grant will be governed by the company’s Amended and Restated 2020 Long Term Incentive Plan and a standard award agreement already filed with the SEC.
3. Other Benefits:
   • Continued eligibility for all company health, welfare, and retirement plans, including the nonqualified deferred compensation plan.
   • Mr. Garg will continue to participate in the company’s annual bonus program under the same terms, target amount, and performance measures as previously applicable.
   • He remains party to an individual Change in Control Agreement and Indemnification Agreement with the company.

Implications for Shareholders

The appointment of an Acting CFO, particularly with a significant compensation package involving both cash and equity, is a material event for HF Sinclair Corporation. The use of equity-based compensation aligns the interests of the Acting CFO with shareholders. However, the temporary nature of the appointment and the lack of a permanent CFO may be a point of focus for investors, as CFO transitions can impact market confidence and company strategy.

The substantial RSU grant and monthly stipend demonstrate the company’s intent to retain and incentivize Mr. Garg during this transitional period. Investors should watch for further updates regarding a permanent CFO appointment and evaluate the impact of leadership continuity on financial strategy and execution.

Corporate Governance and Compliance

• The company affirms there are no related party transactions or conflicts of interest attached to this appointment.
• This filing was made under Item 5.02 of Form 8-K, which covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers.

Conclusion

The news of Mr. Garg’s appointment as Acting CFO and his associated compensation package is significant and may influence the company’s share price, as it reflects the company’s strategy to ensure financial leadership continuity and stability. Shareholders should monitor subsequent filings for any updates regarding the permanent CFO search and any changes in executive compensation philosophy.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own analysis or consult a professional advisor before making investment decisions. The author and publisher are not responsible for any actions taken based on the information provided herein.

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