HF Sinclair Corp (Form: 8-K, Received: 02/15/2023 16:21:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2023 (February 14, 2023)

HF SINCLAIR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-41325

87-2092143

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification Number)


2828 N. Harwood, Suite 1300	Dallas	Texas	75201
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: (214) 871-3555

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock $0.01 par value

DINO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 15, 2023, the Board of Directors (the “Board”) of HF Sinclair Corporation (the “Corporation”) promoted Tim Go to the position of Chief Executive Officer and President of the Corporation, effective May 9, 2023. Mr. Go succeeds Michael C. Jennings, current Chief Executive Officer of the Corporation, who notified the Corporation on February 14, 2023 that he will retire from the position of Chief Executive Officer, effective May 8, 2023. Mr. Go currently serves as President and Chief Operating Officer of the Corporation and will continue in that role through May 8, 2023. Mr. Jennings will continue to serve as Chief Executive Officer through May 8, 2023.

In order to facilitate an orderly transition of the Chief Executive Officer duties from Mr. Jennings to Mr. Go, on February 15, 2023, the Board appointed Mr. Jennings to the position of Executive Vice President, Corporate, of the Corporation, effective May 9, 2023. Mr. Jennings and the Corporation expect that he will serve as Executive Vice President, Corporate until his currently planned retirement from the Corporation on November 9, 2023 (or such date as may be extended by the agreement of the Corporation and Mr. Jennings, the “Retirement Date”). Mr. Jennings has also agreed to serve as a consultant to the Corporation beginning on the day following his Retirement Date and continuing until February 9, 2024 (or such date as may be extended by the agreement of the Corporation and Mr. Jennings, the “Consulting Period”).

Effective February 16, 2023, the Board increased the size of the Board by one to thirteen, appointed Mr. Go as a non-independent director to the Board and appointed Mr. Go to serve on the Executive Committee of the Board. Mr. Jennings, who currently serves as a non-independent director on the Board, informed the Board and the Corporation on February 14, 2023 that he will not stand for re-election at the Corporation’s 2023 Annual Meeting of Stockholders, at which time Mr. Jennings’s term as director will expire, and the size of the Board will be decreased by one to twelve. Mr. Jennings’s decision not to stand for re-election is not the result of any disagreement between Mr. Jennings and the Corporation on any matter relating to the operations, policies or practices of the Corporation.

Mr. Go, 56, has served as President and Chief Operating Officer of the Corporation since November 2021. He served as Executive Vice President and Chief Operating Officer of the Corporation from June 2020 to November 2021. Prior to joining the Corporation, Mr. Go served as Chief Executive Officer of the general partner of Calumet Specialty Products Partners, L.P., an independent producer of specialty hydrocarbon products, from January 2016 to April 2020 and retired from Calumet in June 2020. Prior to joining Calumet, he served in various leadership roles at Koch Industries, Inc. and Flint Hills Resources, LP, a wholly-owned subsidiary of Koch Industries, Inc., from August 2008 to September 2015, including having most recently served as Vice President, Operations of Flint Hills Resources, LP from July 2012 to September 2015. Prior to joining Koch Industries, he held various roles of increasing responsibility in downstream operations during his 18 years at ExxonMobil Corporation. Mr. Go brings to the Board extensive industry experience and familiarity with the day-to-day operations of the Corporation. He provides a significant resource for the Board and facilitates communication between management and the Board.

Mr. Jennings, 57, has served as Chief Executive Officer of the Corporation since January 2020. He also served as President of the Corporation from January 2020 to November 2021, as Executive Vice President of the Corporation from November 2019 to December 2019, as Executive Chairperson of the Corporation from January 2016 to January 2017 and as Chief Executive Officer and President of the Corporation from the merger of Holly Corporation (“Holly”) and Frontier Oil Corporation (“Frontier”) in July 2011 to January 2016. He served as Chairperson of the Board of the Corporation

from January 2017 to February 2019 and January 2013 to January 2016. Mr. Jennings has served as Chief Executive Officer of Holly Logistic Services, L.L.C. (“HLS”), the general partner of the general partner of Holly Energy Partners, L.P., since January 2020. He previously served as Chief Executive Officer of HLS from January 2014 to November 2016 and as President of HLS from October 2015 to February 2016. Mr. Jennings served as President and Chief Executive Officer of Frontier from 2009 until the merger of Holly and Frontier in July 2011 and as the Executive Vice President and Chief Financial Officer of Frontier from 2005 to 2009. Mr. Jennings currently serves as a director of the Corporation and as a director and chairperson of the Board of HLS. Mr. Jennings served as a director of FTS International, Inc. from January 2019 to November 2020, as a director and chairperson of the Board of Montage Resources and its predecessor entities from May 2016 to November 2019, and as a director of ION Geophysical Corporation from December 2010 to February 2019. He served as chairperson of the board of directors of Frontier from 2010 until the merger in July 2011 and served as a director of Frontier from 2008 to July 2011.

In connection with Mr. Go’s promotion, the Compensation Committee of the Board (the “Compensation Committee”) approved the following changes in Mr. Go’s 2023 compensation, in each case effective May 9, 2023: (a) an increase in his 2023 base salary from $900,000 to $1,100,000, (b) an increase in his 2023 annual incentive cash compensation target award from 110% of his base salary earnings (with a maximum limit of 220% of base salary earnings) to 150% of his base salary earnings (with a maximum limit of 300% of his base salary earnings), and (c) a grant of long-term incentive awards in the amount of $3,750,000 to be split equally between restricted stock units and performance share units of the Corporation. Mr. Go has previously entered into the Corporation’s disclosed form of Change in Control Agreement and Indemnification Agreement and is subject to the Corporation’s previously disclosed Severance Pay Plan.

In connection with Mr. Jennings’s change in duties, the Compensation Committee approved a change in his 2023 base salary from $1,325,000 annually to $100,000 per calendar month (pro-rated for partial months), effective May 9, 2023. In addition, within 30 days of May 8, 2023, Mr. Jennings shall receive $1,200,433, which is equal to his 2023 annual incentive cash compensation target award of 150% of his base salary earnings and pro-rated for the portion of the Corporation’s 2023 annual incentive performance period from October 1, 2022 to May 8, 2023 during which he served as Chief Executive Officer. Effective May 9, 2023, Mr. Jennings will no longer be eligible to participate in the Corporation’s 2023 annual incentive cash compensation plan.

As a result of Mr. Jennings’s agreement to serve as a consultant to the Corporation following his Retirement Date, the Compensation Committee took action to cause his unvested equity awards as of his Retirement Date to remain outstanding following his Retirement Date. Effective May 9, 2023, Mr. Jennings will no longer be eligible for new equity award grants under the Corporation’s long-term incentive award compensation program.

The terms of Mr. Jennings’s compensation for February 15, 2023 through his Retirement Date are set forth in a Letter Agreement between Mr. Jennings and the Corporation dated February 15, 2023 (the “Letter Agreement”). He previously entered into the Corporation’s disclosed form of Change in Control Agreement and Indemnification Agreement and is subject to the Corporation’s previously disclosed Severance Pay Plan. Effective as of Mr. Jennings’s Retirement Date, his Change in Control Agreement will terminate, and he will no longer be eligible to participate in the Severance Pay Plan.

In light of Mr. Jennings’s long tenure with the Corporation and its predecessors, which provides him extensive day-to-day knowledge of the Corporation’s operations and industry, his involvement in current matters, and to further assist in Mr. Go’s transition to the Chief Executive Officer role, the Corporation, HollyFrontier Corporation and HF Sinclair Payroll Services, Inc., on behalf of themselves and their respective parents, subsidiaries and affiliates, and Mr. Jennings entered into a Successor Transition Agreement and Release of Claims dated February 15, 2023 (the “Successor Transition Agreement”). Pursuant to the Successor Transition Agreement, Mr. Jennings will provide consulting services to the Corporation for the Consulting Period. Mr. Jennings and the Corporation could extend Mr. Jennings’s Consulting Period by mutual consent. The terms of this consulting arrangement are included in the Successor Transition Agreement. Pursuant to the Successor Transition Agreement, Mr. Jennings will receive a retainer payment of $50,000 per calendar month (pro-rated for partial months) to provide up to 20 hours of services per week to the Corporation and its subsidiaries as requested by the Corporation from time to time. In addition, if on December 1, 2023, Mr. Jennings is employed by the Corporation (due to an extension of his Retirement Date) or the Consulting Period is in effect, Mr. Jennings will vest in his equity awards that would otherwise vest on December 1, 2023 pursuant to the terms of the award agreements governing the awards. This includes the third tranche of the restricted stock units granted to Mr. Jennings in November 2020, the second tranche of the restricted stock units granted to Mr. Jennings in November 2021 and the first tranche of the restricted stock units granted to him in November 2022, as well as the performance share units granted to him in November 2020 at the performance percentage to be certified by the Compensation Committee in the fourth quarter of 2023 following the end of the performance period applicable to his November 2020 performance share unit award. Immediately following the last day of the Consulting Period, Mr. Jennings will vest in a pro rata portion of his remaining unvested equity awards based on the total number of days during which he provided services to the Corporation, which shall include his services during the Consulting Period, during the “service period” (as defined in each applicable award agreement). This includes pro rata vesting of the then-remaining unvested restricted stock units granted to Mr. Jennings in November 2021 and November 2022, and pro rata vesting of the performance share units granted to Mr. Jennings in November 2021 and November 2022 at target. Any remaining unvested equity awards at that time will be forfeited.

The Successor Transition Agreement can be terminated at any time, with or without cause, by either party upon written notice. Pursuant to the terms of the Letter Agreement, with respect to Mr. Jennings’s employment period, and the terms of the Successor Transition Agreement, with respect to the Consulting Period, if, after February 15, 2023, the Corporation terminates Mr. Jennings without “cause” (as defined in the Letter Agreement, with respect to Mr. Jennings’s employment period, and in the Successor Transition Agreement, with respect to the Consulting Period) or if Mr. Jennings terminates his employment or consulting services due to an act of “cause” by the Corporation, in each case on or prior to February 9, 2024, Mr. Jennings shall vest in his equity awards as if he had remained with the Corporation, either as an employee or consultant, through February 9, 2024. In addition, if during the Consulting Period, the Corporation terminates the Consulting Period without “cause” (as defined in the Successor Transition Agreement) or if Mr. Jennings terminates the Consulting Period due to an act of “cause” by the Corporation, in each case on or prior to the expiration of the Consulting Period, the Corporation shall pay Mr. Jennings the unpaid retainer payment, at $50,000 per month (pro-rated for partial months), for each month until the expiration of the Consulting Period.

The Successor Transition Agreement also includes non-disparagement and confidentiality covenants, as well as non-solicitation and non-compete covenants for the Consulting Period.

The description of the Letter Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.1 to this Current Report, which is incorporated by reference into this Item 5.02 in its entirety. The description of the Successor Transition Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.2 to this Current Report, which is incorporated by reference into this Item 5.02 in its entirety.

There are no arrangements or understandings between either Mr. Jennings or Mr. Go and any other person pursuant to which Mr. Jennings and Mr. Go were named Executive Vice President, Corporate and Chief Executive Officer and President and Director, respectively. Neither Mr. Jennings nor Mr. Go have any family relationship with any director or executive officer of the Corporation or any person nominated or chosen by the Corporation to become a director or executive officer. There are no transactions in which either Mr. Jennings or Mr. Go has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Cautionary Statement Regarding Forward-Looking Statements

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this Current Report on Form 8-K relating to matters that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the Securities and Exchange Commission. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 7.01.

Regulation FD Disclosure

On February 15, 2023, the Corporation issued a press release announcing the leadership succession. A copy of the Corporation’s press release is attached hereto at Exhibit 99.1 and incorporated in this Item 7.01 in its entirety.

The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.1		Letter Agreement between HF Sinclair Corporation and Michael C. Jennings dated February 15, 2023.

10.2		Successor Transition Agreement and Release of Claims between HF Sinclair Corporation, HollyFrontier Corporation and HF Sinclair Payroll Services, Inc. and Michael C. Jennings dated February 15, 2023.

99.1*		Press Release dated February 15, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL).

*	Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


HF SINCLAIR CORPORATION

By:		/s/ Vaishali S. Bhatia
Name:		Vaishali S. Bhatia
Title:		Senior Vice President, General Counsel and Secretary

Date: February 15, 2023

Exhibit 10.1

LOGO

February 15, 2023

Dear Mike,

The following sets forth your compensation terms with HF Sinclair Corporation (the “Corporation”) between the date hereof and November 9, 2023, your anticipated retirement date from the Corporation (as such date may be extended by agreement of the Corporation and you, the “Retirement Date”), as approved by the Board of Directors of the Corporation or its committees:


Position:		Through May 8, 2023: Chief Executive Officer May 9, 2023 through the Retirement Date: Executive Vice President, Corporate

Salary:		Through May 8, 2023: An annual salary of $1,325,000 paid on a bi-weekly basis. May 9, 2023 through the Retirement Date: A salary of $100,000 per calendar month (pro-rated for partial months).

Annual Incentive Bonus:		Within 30 calendar days of May 8, 2023, you will be paid $1,200,433, which is your 2023 Annual Incentive Plan bonus at your target bonus percentage of 150% based on your actual salary earnings during and pro-rated with respect to the period starting October 1, 2022 and ending May 8, 2023. At this time, no new annual incentive cash compensation targets or bonus opportunities have been set for you for your service as Executive Vice President, Corporate. Any such targets or bonus opportunities require the approval of the Compensation Committee.

Job Level:		Through May 8, 2023: E3 May 9, 2023 through the Retirement Date: E2

Long Term Incentive Program:		You are not eligible to receive any new long-term incentive awards under the Corporation’s 2020 Long Term Incentive Plan. On the Retirement Date, any unvested equity awards held by you on such date will remain outstanding and will not be forfeited, provided that you agree to remain a consultant for the Corporation for at least three months following the Retirement Date. The terms of the vesting of the equity awards are set forth in your Successor Transition Agreement and Release (the “Agreement”), and shall be effective upon your execution of the Agreement and compliance with the terms thereof. However, if prior to the Retirement Date, your employment with the Corporation is terminated by you due to an act of “cause” by the Corporation or if the Corporation terminates your employment for a reason other than “cause”, then, on your last day as an employee of the Corporation (unless another date is noted below), in either case, (a “Pre-Retirement Qualifying Termination”) your unvested equity awards will be treated as follows subject

HF Sinclair

2828 N Harwood, Suite 1300, Dallas, TX 75201

214-871-3555 | HFSinclair.com

LOGO


		to your execution of the Release of Claims attached as Exhibit B to the Agreement (“cause” is defined as: (x) a material breach Paragraphs 4, 5, 6, 8, 9 or 11 of the Agreement, which provisions you agree to as the date hereof by your execution of this letter, to the extent such breach remains uncured (if capable of cure) after the other party has given such party notice in writing thereof and such party has failed to cure such breach within ten (10) business days; or (y) a party’s fraud, forgery, misrepresentation, dishonesty, errors or omissions that materially and adversely affects the other party):

		(a) Notwithstanding anything to the contrary in the documents evidencing the equity awards described below, in the event of a Pre-Retirement Qualifying Termination you will vest in the following awards granted to you by the Corporation immediately following the last day of your employment:


		Restricted Stock Units

		Grant Date		Restricted Stock Units That Vest
		November 10, 2020		34,643 (third tranche)
		November 9, 2021		24,220 (second tranche)
		November 8, 2022		16,204 (first tranche)

		Performance Share Units

		Grant Date		Performance Stock Units That Vest
		November 10, 2020		103,929 multiplied by the Performance Unit Payout Percentage that will be determined at the end of the Performance Period (as such terms are defined in the applicable award agreement).

(b) In the event of a Pre-Retirement Qualifying Termination, you will forfeit immediately:

For any unvested Restricted Stock Units:

For each applicable award (i.e., the restricted stock units granted on November 9, 2021 and November 8, 2022), a number of restricted stock units equal to the number of restricted stock units specified in the Notice of Grant for each applicable award times the percentage that (A) the number of days beginning on February 9, 2024 and ending on the last day of the Service Period (as defined in the applicable award agreement), (B) bears to the total number of days in the Service Period (as defined in the applicable award agreement).

LOGO

Any remaining restricted stock units that are not forfeited and not vested will become vested immediately following the last day of your employment; provided, however, that any fractional restricted stock units will become null and void and automatically forfeited.

For any unvested Performance Share Units:

For each applicable award, (i.e., the performance share units granted on November 9, 2021 and November 8, 2022), a number of the performance share units equal to the number of performance share units specified in the applicable award agreement times the percentage that (A) the number of days beginning on February 9, 2024 and ending on the last day of the Service Period (as defined in the applicable award agreement), (B) bears to the total number of days in the Service Period (as defined in the applicable award agreement). Any remaining performance share units that are not forfeited and not vested will become payable in an amount equal to a Performance Unit Payout Percentage (as defined in the applicable award agreement) of one hundred percent (100%) instead of the Performance Unit Payout Percentage that would otherwise be determined by the Compensation Committee at a later date. The vested performance share units will become Earned PSUs (as defined in the applicable award agreement) immediately following the last day of your employment.

You acknowledge that the performance share units are being settled at target (100%), and you will not be entitled to any additional shares based on certification of the performance goals set forth in the applicable award agreement by the Compensation Committee at a later date.

(c) Settlement of any vested restricted stock units and performance share units set forth above will be subject to tax withholdings and reported as income on a Form W-2. You may direct the Corporation to withhold from the vested shares the number of shares necessary to satisfy any tax withholdings, which determination will be based on the shares’ fair market value (as defined in the applicable award agreement) at the time such determination is made.

[Remainder of this Page Intentionally Left Blank]

LOGO

If you agree that this letter accurately reflects the compensation terms for the duration of your employment with the Corporation and your acceptance, please sign and date this original letter as set forth below, and return it to the HR Department.

If you have further questions, please contact Dale Kunneman.

Respectfully,

/s/ Dale Kunneman

Dale Kunneman

SVP and CHRO

Agreed to this 15^th day of February, 2023.

/s/ Michael C. Jennings

Michael C. Jennings

Exhibit 10.2

SUCCESSOR TRANSITION AGREEMENT AND RELEASE OF CLAIMS

This Successor Transition Agreement and Release of Claims (this “Agreement”) is between HF Sinclair Corporation, HollyFrontier Corporation and HollyFrontier Payroll Services, Inc., on behalf of themselves and their respective parents, subsidiaries, and affiliates (collectively the “Company”), and me, Michael C. Jennings. By signing this Agreement, I am agreeing to release all claims against the Company, and promising not to sue the Company in the future, all as described in more detail below. In exchange for my agreements and promises and the timely execution (and non-revocation) of the release of claims in the form set forth as Attachment B (the “Release”), which attachment is part of this Agreement, the Company has agreed to pay me Benefits (set forth on Attachment A) which I understand I would not receive unless I sign and do not timely revoke this Agreement. I acknowledge and agree to the following:

1. Retirement Date. I understand that my final day of active employment with the Company will be on my Retirement Date set forth on Attachment A, which attachment is part of this Agreement. All salary and other benefits will cease at that time, except as otherwise provided in this Agreement. I understand that I will be separated from the payroll on my Retirement Date.

2. Release of Claims. I understand and agree that this Agreement is conditioned upon my timely execution and non-revocation of the Release. If I do not execute and return the Release to the HR Contact identified on Attachment A prior to thirty (30) days after my Retirement Date (but no earlier than my Retirement Date), or if I revoke the Release within the revocation period set forth in the Release, this Agreement will be null and void, the Company will have no obligations hereunder, and my employment will end on my Retirement Date.

3. Legal Action and Legal Fees. I understand that I must pay the Company’s legal fees if I sue the Company for any claims released under this Agreement (including the Release) or otherwise break my promises in this Agreement. I understand that I do not have to pay the Company’s legal fees under this paragraph, and that I will not be penalized in any way, if I challenge only my waiver and/or release of age discrimination claims under the Age Discrimination in Employment Act (ADEA).

4. Cooperation. I agree, upon the Company’s request, to reasonably cooperate in any Company investigation, arbitration and/or litigation regarding events that occurred during my employment with the Company. I understand that the Company will compensate me for any reasonable expenses I incur as a result of such cooperation, as long as I request such compensation in advance and in writing.

5. Good Standing. In addition to signing the Release, I agree that in order to be eligible for benefits noted on Attachment A, I must satisfactorily perform my duties and remain in good standing with the Company through my Retirement Date. Satisfactorily performing my duties and remaining in good standing includes, but is not limited to, carrying out assigned directives with integrity and in a cooperative and supportive manner as determined by the Company.

6. Certain Obligations. I understand that after my Retirement Date, I continue to be bound by my other obligations and promises to the Company, including, but not limited to, the obligations contained in the Company’s Code of Business Conduct and Ethics (the “Code”), any intellectual property agreements signed by me and any confidentiality, non-competition or non-solicitation agreement contained in any equity-based compensation award, except as specifically modified by this Agreement. I also understand that this Agreement does not, however, limit me from providing information to the U.S. Securities and Exchange Commission and/or the Occupational Safety and Health Administration as part of a whistleblower action and/or a report of possible violation(s) of any federal securities law.

I affirm my obligation to the Company not to disclose to any third party non-public Company information. I understand that this paragraph shall not apply to information that is required to be disclosed by law or to information provided to a government agency or entity acting in its official capacity.

7. Return of Property. In accordance with my existing and continuing obligations to the Company (including those obligations arising under the Code and any confidentiality, intellectual property and/or other agreements that I have previously signed), I agree that, except as otherwise agreed to with the Company, I have returned or will immediately return to the Company, within five days of my execution of this Agreement or my Retirement Date (whichever is later), all Company property, including building passes, credit cards, keys, telephones, company files, documents, records, computer access codes, computer programs, instruction manuals, business plans, and other property that I received, prepared, or helped to prepare in connection with my employment with the Company. I also agree that I will not keep and have not kept any copies, duplicates, reproductions, computer disks, or excerpts of any confidential or proprietary Company materials, documents or trade secrets.


*Successor Transition Agreement and Release of Claims –Jennings*		1

8. Confidential Information. I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (defined below), unless an officer of the Company authorizes me to do so in writing. I will obtain the Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work while at the Company and/or that incorporates any Proprietary Information. I reaffirm that all Proprietary Information that I may have prepared or acquired during my employment is the sole property of the Company. The term “Proprietary Information” means and includes all confidential and/or proprietary knowledge, data or information of the Company, including trade secrets, inventions, ideas, processes, formulas, data, programs, know-how, improvements, discoveries, developments and designs and techniques. It also includes business information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, prices and costs, suppliers and customers as well as information regarding the identity, skills and compensation of other employees of the Company.

9. Statements Concerning the Company. I agree to refrain from publishing any oral or written statements about the Company or its directors, officers, employees, consultants, agents or representatives that (a) are slanderous, libelous or defamatory, or (b) place the Company or any of its directors, officers, employees, consultants, agents or representatives in a false light before the public. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings). A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded to the Company under this provision are in addition to any and all rights and remedies otherwise afforded by law.

10. Update Social Media Sites. Within five days following my Retirement Date, I will update any social networking sites, including, but not limited to, Twitter, Facebook, and LinkedIn, to indicate that I am no longer employed by or affiliated with the Company.

11. Non-solicitation. I agree that from and after the date I receive this Agreement and until the expiration of the Consulting Period (defined below), I will not, either directly or through others, (a) solicit or attempt to solicit, or assist any other person in soliciting, any employee of the Company to end his or her relationship with the Company; (b) recruit, hire or attempt to recruit or hire, or assist any other person in recruiting or hiring, any employee of the Company for a competing business; or (c) solicit, or assist any other person in soliciting, any consultant, vendor, contractor or customer of the Company, with whom I had contact or whose identity I learned as a result of my employment with the Company, to materially diminish or alter its relationship with the Company. I also will not provide the names or any other information about any employees of the Company to any person, recruiter or competing business. I understand and agree that for purposes of this Agreement, a customer is any person or entity to which the Company has provided goods or services at any time during the two (2) year period before my Retirement Date.

12. Consulting.

For the period beginning on the day following my Retirement Date and continuing until February 9, 2024 (as such date may be extended by agreement of the Company and me, the “Consulting Period”), the Company will pay me a retainer of $50,000 per month (pro-rated for partial months) to provide up to 20 hours of services per week (the “Services”) that the Company may reasonably request from time to time in the capacity of an independent contractor, which Services shall include providing consultation and assistance with respect to the transition of duties and such other duties and projects as the Chief Executive Officer may from time to time assign. As additional consideration for the Services and in exchange for signing and complying with this Agreement, I have been offered Benefits (as set forth on Attachment A). I will submit an invoice to the Company within five (5) business days following the end of each month in which the Consulting Period existed that contains a description of the Services provided during the calendar month to which the invoice relates, and the Company will pay the retainer for the applicable calendar month within thirty (30) days of its receipt of such invoice. At the request of the Company, I will also submit reasonable documentation evidencing the work performed during a prior calendar month. Subject to reasonable prior approval of the Company, the Company shall pay or reimburse me for all reasonable (in type and amount) and necessary business expenses incurred by me in the course of providing Services to the Company. I will furnish the Company with the documentation required by the Internal Revenue Code of 1986, as amended (or by any successor revenue statute) and the regulations thereunder in connection with all such expenses, including, without limitation, all approved business travel and entertainment expenses.

Notwithstanding the foregoing, the retainer arrangements set forth in this Paragraph 12 (and the Consulting Period) may be terminated at any time by the Company or me, with or without cause, upon written notice to the other party; provided, however, that if the Company terminates the retainer arrangements set forth in this Paragraph 12 without “cause” (as defined below) or I terminate this Agreement due to an act of cause by the Company, in each case on or prior to the expiration of the Consulting Period, the Company shall (a) pay me the unpaid retainer payment, at $50,000 per month (pro-rated for partial months), for each month until the expiration of the Consulting Period, with monthly payments being made within thirty (30) days after the end of each applicable calendar month (provided, however, any retainer that remains unpaid as of March 1 of any year will be paid no later than March 15 of such year), and (b) vest any unvested equity awards in accordance with the terms set forth on Attachment A and using February 9, 2024 as the last date of the Consulting Period.


*Successor Transition Agreement and Release of Claims – Jennings*		2

For purposes of this Paragraph 12, “cause” is defined as: (x) a party’s material breach of this Agreement to the extent such breach remains uncured (if capable of cure) after the other party has given such party notice in writing thereof and such party has failed to cure such breach within ten (10) business days; or (y) a party’s fraud, forgery, misrepresentation, dishonesty, errors or omissions that materially and adversely affects the other party. For purposes of section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) each installment payment payable pursuant to this Paragraph 12.b. will be treated as a separate payment.

In performing and providing the Services, I will comply with all applicable laws and with all applicable orders, rules and regulations of all duly constituted authorities.

For purposes of providing the Services to the Company and its subsidiaries, I shall at all times be an independent contractor during the Consulting Period. Nothing in this Agreement shall be construed as creating the relationship of principal and agent, or employer and employee, between the Company and me during the Consulting Period. During the Consulting Period, I shall have no authority to hire any persons on behalf of the Company, and any person whom I may employ shall be deemed to be solely my employee. I shall have control and management of the work under Paragraph 12 of this Agreement, and no right is reserved to the Company to direct or control the manner in which the work is performed, as distinguished from the result to be accomplished. Nothing herein contained shall be construed to authorize me to incur any debt, liability or obligation of any nature for or on behalf of the Company. I agree that any Services I perform shall be completed and delivered reasonably in accordance with requests provided to me by the Company from time to time and consistent with the policies and practices of the Company with respect to work performed on or with respect to its projects, property, or premises. Neither I nor my agents or employees, if any, shall be eligible to participate in any benefits or privileges given or extended by the Company to its employees (other than any benefits to which I may be entitled by virtue of my status as a former employee of the Company, prior to the beginning of the Consulting Period), including, but not limited to, pension, profit sharing, workers’ compensation insurance, unemployment insurance, other insurance, health, medical, life or disability benefits or coverage, or paid time off. I am responsible for paying any and all taxes owed on payments received by me pursuant to this Paragraph 12, and I shall indemnify and hold harmless the Company and its affiliates, and the foregoing entities’ respective representatives, for all claims, damages, costs and liabilities arising from my failure to do so. I agree to be solely responsible for (and to indemnify and hold harmless the Company for) my acts or omissions and the acts and omissions of my employees, if any, including acts or omissions during the performance of the Services pursuant to this Agreement.

All proprietary technology and all financial, operating, and training ideas, processes, and materials, including works of expression and all copyrights in such works, relating to the Company’s current or potential business, that are developed, written, conceived of, or improved upon by me, singly or jointly, in connection with, as a result of, or otherwise incident to the performance of this Agreement (including in performing or providing the Services), shall be the sole property of the Company. Accordingly, I will disclose, deliver, and assign, and I do hereby assign, to the Company all of my right, title and interest in and to such patentable inventions, discoveries, and improvements, trade secrets, and all works subject to copyright. I agree to execute all documents and patent applications, to make all arrangements necessary to further document such ownership and/or assignment, and to take whatever other steps may be needed to give the Company the full benefit of them, both during the term of this Agreement and thereafter. I specifically agree that all copyrighted materials generated or developed as a result of my services under this Agreement, including, but not limited to, computer programs and documentation, shall be considered works made for hire under the copyright laws of the United States and that they shall, upon creation, be owned exclusively by the Company.

Unless approved by the Company in writing, all Services under this Agreement shall be provided by me and by no other person.

13. Non-Competition. Throughout my employment, the Company provided me with access to its Proprietary Information. I acknowledge and agree that I will know the Competitors (hereinafter defined) as of the Retirement Date. Further, I acknowledge and agree that I have voluntarily agreed to the covenants set forth in this Paragraph 13. I further agree and acknowledge that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and not oppressive, shall not cause me undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company’s Proprietary Information, goodwill and substantial and legitimate business interests.

I agree that following my Retirement Date and prior to and including the last date of the Consulting Period, I will not, without the prior written approval of the Chief Executive Officer of the Company, directly or indirectly, for myself or on behalf of or in conjunction with any other person or entity of any nature:

Directly or indirectly own, manage, operate, join, become an officer, director, employee or consultant of, or otherwise be affiliated with any Competitor in the Market Area; or


*Successor Transition Agreement and Release of Claims – Jennings*		3

ii.

Appropriate any Business Opportunity of, or relating to, the Company located in the Market Area.

The covenants in this Paragraph 13, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.

For purposes of this Paragraph 13, the following terms shall have the following meanings:

“Business Opportunity” shall mean any commercial, investment or other business opportunity relating to the Company.

ii.

“Competitor” shall mean any direct competitor to the Company’s refinery business, which shall include the refining of petroleum regardless of the end product (whether gasoline, diesel fuel, jet fuel, specialty lubricant products, specialty and modified asphalt or other refined products), the transportation, terminalling and storage of petroleum regardless of the end product or the manufacturing or renewable hydrocarbon biofuels (whether renewable diesel, renewable gasoline or other product) as of the Retirement Date.

iii.

“Market Area” shall mean the United States and Canada.

14. Applicable Law. The laws of the State of Texas apply to this Agreement.

15. Enforceability. This Agreement is valid, even if any section or term is not enforceable. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable under the governing law, the rest of the Agreement shall continue to apply.

16. Waiver of Right to a Trial by Jury. I understand that pursuant to this Agreement, I am giving up my right to a trial by jury. The Company also waives its right to a trial by jury. However, I recognize and agree that the Company may seek to enforce the provisions contained in Paragraphs 8, 9, 11 and 13 through injunctive relief and/or damages, in a court of competent jurisdiction.

17. Successors and Assigns. This Agreement is binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company and their successors and assigns.

18. Entire Agreement. This Agreement and its attachments contain the entire agreement between the Company and me concerning the separation of my employment, except as set forth in Paragraph 6 above. In deciding to sign this Agreement, I am not relying on any statements or promises except those found in this Agreement. Except as set forth in Paragraph 6 above, this Agreement replaces any prior agreements between the Company and me dealing with the same subjects.

19. Consultation with an Attorney. The Company has advised me to consult with an attorney, at my own expense, before signing this Agreement, and I have had the opportunity to do so.

20. Reaffirmation. If asked by the Company to re-execute and reaffirm my obligations under this Agreement (including the Release) on or after my Retirement Date, I agree to do so as one of my obligations under this Agreement and as a condition of receiving the Benefits set forth on Attachment A.

21. Consideration and Cancellation of this Agreement. I understand that, pursuant to the Older Workers Benefit Protection Act of 1990 (OWBPA), I have the right to consult an attorney at my own expense before signing this Agreement, and the Company has advised me to consult an attorney; I have at least twenty-one (21) calendar days from the date I receive this Agreement to consider the Agreement before signing it; I may change my mind and cancel the Agreement within seven (7) calendar days after signing it; and that the Agreement shall not go into effect until then. If I decide to cancel this Agreement, I understand that the Company must receive written notice of my decision before the seven (7) calendar day period expires. I must provide that notice to the HR Contact identified on Attachment A before the time period expires.

22. MMSEA. I have not, as of today, incurred any medical expenses as a Medicare beneficiary, and am not aware of any medical expenses that Medicare has paid on my behalf and for which the Company may be liable.


*Successor Transition Agreement and Release of Claims – Jennings*		4

23. Mediation and Arbitration. With the exception of any alleged violation of Paragraphs 8, 9, 11 or 13 of this Agreement, any other controversy, dispute or claim arising out of or relating to this Agreement or its breach will first be settled through good faith negotiation. If the dispute cannot be settled through negotiation, we agree to attempt in good faith to settle the dispute by mediation administered by JAMS. If we are unsuccessful at resolving the dispute through mediation, we agree to binding arbitration administered by JAMS pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. Judgment on the award may be entered in any court having jurisdiction.

24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one or the same instrument. Electronic copies of signatures shall be deemed to be original.

[Signature Page Follows]


*Successor Transition Agreement and Release of Claims – Jennings*		5

BY SIGNING THIS AGREEMENT, I STATE THAT: (A) THE COMPANY ADVISED ME TO CONSULT AN ATTORNEY, AT MY OWN EXPENSE, AND THAT I HAVE HAD AN OPPORTUNITY TO CONSIDER THIS, BEFORE SIGNING THIS AGREEMENT; AND (B) THIS AGREEMENT IS WRITTEN IN A CLEAR AND STRAIGHT-FORWARD MANNER, THAT I UNDERSTAND ITS TERMS, AND THAT I HAVE MADE A VOLUNTARY DECISION TO SIGN IT.

Agreed to and accepted by, on this 15th day of February, 2023.


EMPLOYEE:

/s/ Michael C. Jennings
Michael C. Jennings

Agreed to and accepted by, on this 15th day of February, 2023.

HF Sinclair Corporation

HollyFrontier Corporation

HF Sinclair Payroll Services, Inc.

/s/ Dale Kunneman

Dale Kunneman

SVP and CHRO


*Successor Transition Agreement and Release of Claims – Jennings*		6


ATTACHMENT A

Employee Name:		Michael C. Jennings

Job Title:		Chief Executive Officer through May 8, 2023

		Executive Vice President, Corporate effective May 9, 2023

Retirement Date:		November 9, 2023 (as such date may be extended by agreement of the Company and me)

Local HR Contact:		Dale Kunneman

Benefits

The payment (and continued payment) of the benefits described in this section are conditioned upon my execution, and non-revocation of this Agreement and the Release, and upholding the covenants of this Agreement and the Release.

Vesting of Long-Term Incentive Awards:

On my Retirement Date, all unvested restricted stock units and performance share units granted to you by HF Sinclair Corporation will remain outstanding and will not be forfeited.

December 1, 2023

If I continuously comply with the restrictions set forth in Paragraphs 8, 9, 11 and 13 and on December 1, 2023 I am either employed by the Company (due to my Retirement Date being extended) or performing the Services set forth in Paragraph 12 (subject to Paragraph 12.b), and notwithstanding anything to the contrary in the documents evidencing the equity awards described below, I will vest in the following awards granted to me by HF Sinclair Corporation in accordance with their terms:

Restricted Stock Units


Grant Date		Restricted Stock Units That Vest
November 10, 2020		34,643 (third tranche)
November 9, 2021		24,220 (second tranche)
November 8, 2022		16,204 (first tranche)

Performance Share Units


Grant Date		Performance Stock Units That Vest
November 10, 2020		103,929 multiplied by the Performance Unit Payout Percentage that will be determined at the end of the Performance Period (as such terms are defined in the applicable award agreement)

Post-December 1, 2023

If I continuously comply with the restrictions set forth in Paragraphs 8, 9, 11 and 13 and continue to perform the Services set forth in Paragraph 12 until the last day of the Consulting Period, then, immediately following the last day of the Consulting Period, I will forfeit immediately:

For any unvested Restricted Stock Units:

For each applicable award (i.e., the restricted stock units granted on November 9, 2021 and November 8, 2022), a number of restricted stock units equal to the number of restricted stock units specified in the Notice of Grant for each applicable award times the percentage that (A) the number of days beginning on the last day of the Consulting Period and ending on the last day of the Service Period (as defined in the applicable award agreement), (B) bears to the total number of days in the Service Period (as defined in the applicable award agreement).

Any remaining restricted stock units that are not forfeited and not vested will become vested immediately following the last day of the Consulting Period; provided, however, that any fractional restricted stock units will become null and void and automatically forfeited.


*Successor Transition Agreement and Release of Claims – Jennings*		7

For any unvested Performance Share Units:

For each applicable award, (i.e., the performance share units granted on November 9, 2021 and November 8, 2022), a number of the performance share units equal to the number of performance share units specified in the applicable award agreement times the percentage that (A) the number of days beginning on the last day of the Consulting Period and ending on the last day of the Service Period (as defined in the applicable award agreement), (B) bears to the total number of days in the Service Period (as defined in the applicable award agreement). Any remaining performance share units that are not forfeited and not vested will become payable in an amount equal to a Performance Unit Payout Percentage (as defined in the applicable award agreement) of one hundred percent (100%) instead of the Performance Unit Payout Percentage that would otherwise be determined by the Compensation Committee at a later date. The vested performance share units will become Earned PSUs (as defined in the applicable award agreement) immediately following the last day of the Consulting Period.

I acknowledge that the performance share units are being settled at target (100%), and I will not be entitled to any additional shares based on certification of the performance goals set forth in the applicable award agreement by the Compensation Committee at a later date.

General

Settlement of any vested restricted stock units and performance share units set forth above will be subject to tax withholdings and reported as income on a Form W-2. If agreed to by the Compensation Committee, you may direct the Company to withhold from the vested shares the number of shares necessary to satisfy any tax withholdings, which determination will be based on the shares’ fair market value (as defined in the applicable award agreement) at the time such determination is made.


*Successor Transition Agreement and Release of Claims – Jennings*		8

Unconditional Benefits

COBRA Coverage:

If I wish to participate in COBRA, and to the extent I am otherwise eligible, I have 60 days from the termination of my current health benefits to make my election. I will be solely responsible for making a timely COBRA election and for paying all COBRA premiums in a timely manner. I acknowledge that COBRA rates may change, and that the Company reserves the right to modify or replace benefit plans.

I will receive in the mail from TaxSaver after my Retirement Date, documents describing the COBRA health benefits available to me. I will need to review the documents and elect COBRA during my eligible enrollment period if desired. If I elect to continue health benefits through COBRA, it will be my responsibility to pay the required premiums in a timely manner.

Life Insurance and Accidental Death and Dismemberment Coverage:

The Prudential Life and AD&D products/coverage may be converted from group to individual coverage. To do so, I must apply directly with the insurance provider within thirty days after I lose coverage. Forms to convert to an individual policy will be mailed to me by Prudential.

Accrued and Unused Vacation Time:

I will receive from the Company the cash value of any accrued and remaining unused vacation as of my Retirement Date, which will be payable to me and reported on a Form W-2, subject to taxes and other withholding, within thirty days after my Retirement Date.

401(k) Plan:

If I am a participant in the 401(k) Retirement Plan, the applicable plan rules will govern my options with respect to managing my account balance and/or receiving distributions, as applicable, under the plan. I may also contact Principal at 1-800-547-7754 if I have any general questions concerning options after retirement.

Non-Qualified Deferred Compensation Plan:

As a participant in the Non-Qualified Deferred Compensation Plan, the irrevocable election I previously made regarding the treatment of my account balance at the time of retirement will govern the treatment of my account balance. I may also contact Principal at 1-800-999-4031 if I have any general questions concerning options after retirement.

Taxes:

All amounts payable will be subject to all applicable tax withholdings.


*Successor Transition Agreement and Release of Claims – Jennings*		9

ATTACHMENT B

RELEASE OF CLAIMS

This Release of Claims (this “Release”) is between HF Sinclair Corporation, HollyFrontier Corporation and HF Sinclair Payroll Services, Inc., on behalf of themselves and their respective parents, subsidiaries, and affiliates (collectively the “Company”), and me, Michael C. Jennings. By signing this Release, I am agreeing to waive and release all claims against the Company and promising not to sue the Company in the future, all as described in more detail below. In exchange for my agreements and promises, the Company has agreed to pay the Benefits set forth on Attachment A, which I understand I would not receive unless I sign and do not revoke this Release as described in Paragraph 3 below. I acknowledge and agree to the following:

1. Waiver of Claims. I realize that there are various local, state, and federal laws, both statutory and common law that may apply and/or relate to my employment with the Company. Such laws include, but are not limited to, Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974, the Immigration Reform and Control Act, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Worker Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Family and Medical Leave Act, the Equal Pay Act, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act of 2008, and the Texas Commission on Human Rights Act (a/k/a Chapter 21 of the Texas Labor Code).

By signing this Release, I, on behalf of myself and anyone who may have the legal right to make claims on my behalf, release the Company, and its respective directors, officers, representatives, agents and employees, and any of the Company’s successors or predecessors, affiliates, or parent, subsidiary and related companies (collectively referred to as “Releasees”) from any and all claims, known or unknown, including claims for attorneys’ fees and costs, which relate to, or arise out of, my employment or separation from the Company, including any alleged violations of the laws listed above in this Paragraph 1. I understand that, subject to the limitations set forth in Paragraph 2 below, I am giving up all statutory, common law or contract claims and rights, including those that I am not currently aware of and those not mentioned in this Release, up to and through the date that I sign and deliver this Release to the Company. If any claim is not subject to release, I waive, to the extent permitted by law, any right or ability to be a class or collective action representative or to opt-in and/or otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any other Releasee identified in this Release is a party.

2. Certain Actions Not Prohibited. I understand that this Release does not prohibit or prevent me from filing a charge or participating, testifying, or assisting in investigations, hearings, or other proceedings conducted by the EEOC or the NLRB, or a similar agency enforcing federal, state or local anti-discrimination laws. However, to the maximum extent provided by law, I agree that if such an administrative claim is made to an anti-discrimination agency, I shall not be entitled to any individual damages, money, or other personal benefits as a result of such charge, investigation or proceeding. In addition, I understand that nothing in this Release prohibits me from (a) reporting possible violations of law (including securities laws) to any government agency or entity, including to the U.S. Congress, the U.S. Department of Justice, the U.S. Securities and Exchange Commission or any agency Inspector General; (b) making disclosures protected under federal whistleblower laws; or (c) otherwise fully participating in any federal whistleblower programs, including any such programs managed by the U.S. Securities and Exchange Commission and/or the Occupational Safety and Health Administration. This Release does not prohibit or prevent me from receiving individual monetary awards or other individual relief by virtue of participating in such whistleblower programs. Furthermore, I understand, and the Company hereby acknowledges and agrees that this Release does not prevent me from exercising my rights, if any, to (a) vested benefits under any pension or savings plan or deferred compensation plan; (b) COBRA benefits under Section 601-608 of ERISA; (c) receive pay for accrued but unused vacation; and/or (d) any right to my base salary through my Retirement Date.

3. Revocation of This Release. I understand that, pursuant to the Older Workers Benefit Protection Act of 1990 (OWBPA), I have the right to consult an attorney at my own expense before signing this Release, and the Company has advised me to consult an attorney; I have at least forty-five calendar days from the date I receive this Release, which includes the Disclosure attached as Attachment C, to consider the Release before signing it; I may change my mind and revoke the Release within seven calendar days after signing it; and that the Release shall not go into effect until then. If I decide to revoke this Release, I understand that the Company must receive written notice of my decision before the seven calendar day period expires. I must provide that notice to the HR Contact identified on Attachment A before the time period expires.

4. Applicable Law. The laws of the State of Texas apply to this Release.


*Successor Transition Agreement and Release of Claims – Jennings*		10

BY SIGNING THIS RELEASE, I STATE THAT: (A) THE COMPANY ADVISED ME TO CONSULT AN ATTORNEY, AT MY OWN EXPENSE, AND THAT I HAVE HAD AN OPPORTUNITY TO DO SO, BEFORE SIGNING THIS RELEASE; (B) I UNDERSTAND THAT IN ORDER TO RECEIVE THE BENEFITS SET FORTH ON ATTACHMENT A TO THE AGREEMENT, I MUST SIGN AND RETURN THIS RELEASE TO THE COMPANY PRIOR TO THIRTY (30) DAYS AFTER MY RETIREMENT DATE, BUT NO EARLIER THAN MY RETIREMENT DATE; (C) I UNDERSTAND THAT I HAVE SEVEN CALENDAR DAYS TO REVOKE THIS RELEASE AFTER SIGNING IT; AND (D) I ACKNOWLEDGE THAT THIS RELEASE IS WRITTEN IN A CLEAR AND STRAIGHT-FORWARD MANNER, THAT I UNDERSTAND ALL OF ITS TERMS, AND THAT I HAVE MADE A VOLUNTARY DECISION TO SIGN IT.

Agreed to and accepted by, on this ___________ day of ___________________________, 2023.


EMPLOYEE:

/s/
		Michael C. Jennings

Agreed to and accepted by, on this ___________ day of ___________________________, 2023.


HF Sinclair Corporation
HollyFrontier Corporation
HF Sinclair Payroll Services, Inc.

/s/
		Dale Kunneman
		SVP and CHRO


*Successor Transition Agreement and Release of Claims – Jennings*		11

Exhibit 99.1

February 15, 2023

HF Sinclair Corporation Announces Leadership Succession

DALLAS — (BUSINESS WIRE) — HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) today announced the promotion of Tim Go to the position of Chief Executive Officer and President of HF Sinclair, effective May 9, 2023. In addition, effective February 16, 2023, the Board of Directors of HF Sinclair (the “Board”) increased the size of the Board by one to thirteen, appointed Mr. Go as a non-independent director to the Board and appointed Mr. Go to serve on the Executive Committee of the Board.

Mr. Go has served as President and Chief Operating Officer of HF Sinclair since November 2021. He served as Executive Vice President and Chief Operating Officer of HF Sinclair from June 2020 to November 2021. Prior to joining HF Sinclair, Mr. Go served as Chief Executive Officer of the general partner of Calumet Specialty Products Partners, L.P., an independent producer of specialty hydrocarbon products, from January 2016 to April 2020 and retired from Calumet in June 2020. Prior to joining Calumet, he served in various leadership roles at Koch Industries, Inc. and Flint Hills Resources, LP, a wholly-owned subsidiary of Koch Industries, Inc. from August 2008 to September 2015, having most recently served as Vice President, Operations of Flint Hills Resources, LP from July 2012 to September 2015. Prior to joining Koch Industries, he held various roles of increasing responsibility in downstream operations during his 18 years at ExxonMobil Corporation. Mr. Go brings to the Board extensive industry experience and familiarity with the day-to-day operations of HF Sinclair. He provides a significant resource for the Board and facilitates communication between management and the Board.

Mr. Go succeeds Michael C. Jennings, who currently serves as the Chief Executive Officer of HF Sinclair and will continue serving in that role through May 8, 2023. In order to facilitate an orderly transition of the Chief Executive Officer duties from Mr. Jennings to Mr. Go, on February 15, 2023, HF Sinclair announced that Mr. Jennings was appointed to the position of Executive Vice President, Corporate of HF Sinclair, effective May 9, 2023, and is expected to serve in that role through his currently planned retirement date of November 9, 2023. Following his retirement date, Mr. Jennings will provide consulting services to HF Sinclair until February 9, 2024. Mr. Jennings, who currently serves as a non-independent director on the Board, will not stand for re-election at HF Sinclair’s 2023 Annual Meeting of Stockholders, at which time the size of the Board will be decreased by one to twelve. Mr. Jennings continues to serve as Chairperson of the Board of Directors, Chief Executive Officer and President of Holly Logistic Services, L.L.C., the ultimate general partner of Holly Energy Partners, L.P.

“Tim is a key member of our senior management team and has been instrumental in our recent growth,” said Mr. Jennings. “Since joining the company in June 2020, Tim has provided great leadership for our refining and lubricants and specialty products segments. I look forward to Tim taking on the larger scope of the Chief Executive Officer role and leading the organization into the future.”

“On behalf of the Board and the company, we want to thank Mike for his many years of service. His leadership and significant contributions have taken HF Sinclair to where it is today,” said Franklin Myers, Chairperson of the Board.

Cautionary Statement Regarding Forward-Looking Statements:

and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the Securities and Exchange Commission. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, financial, operational and legal risks and uncertainties detailed from time to time in HF Sinclair’s SEC filings. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About HF Sinclair Corporation:

HF Sinclair Corporation, headquartered in Dallas, Texas, is an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and other specialty products. HF Sinclair owns and operates refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah and markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. HF Sinclair supplies high-quality fuels to more than 1,500 branded stations and licenses the use of the Sinclair brand at more than 300 additional locations throughout the country. In addition, subsidiaries of HF Sinclair produce and market base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and export products to more than 80 countries. Through its subsidiaries, HF Sinclair produces renewable diesel at two of its facilities in Wyoming and also at its facility in Artesia, New Mexico. HF Sinclair also owns a 47% limited partner interest and a non-economic general partner interest in Holly Energy Partners, L.P., a master limited partnership that provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HF Sinclair subsidiaries.

HF Sinclair Corporation

Craig Biery, 214-954-6510

Vice President, Investor Relations

Trey Schonter, 214-954-6510

Manager, Investor Relations