DELEK US HOLDINGS, INC.
COMPENSATION COMMITTEE CHARTER
The Compensation Committee (the “Committee”) of the Board of Directors (the
“Board”) of Delek US Holdings, Inc. (the “Company”) shall consist of at least three (3) directors.
Each Committee member shall satisfy the applicable independence requirements of the New
York Stock Exchange (“NYSE”), except to the extent that the Company is entitled to rely on the
exemptions from the independence requirements set forth in the rules and regulations of the
NYSE for companies that qualify as a “controlled company.” No person may be made a member
of the Committee if his or her service on the Committee would violate any restriction on service
imposed by any rule or regulation of the Securities and Exchange Commission (“SEC”) or any
securities exchange or market on which shares of the common stock of the Company are traded.
Members of the Committee shall be appointed annually by the Board in accordance with
the Company’s bylaws. Committee members may be replaced by the Board at any time. The
Board shall designate the chairman (“Chairman”) of the Committee.
As part of the governance and oversight process of the Company, the Committee shall
support the Board and work with management to ensure that compensation practices properly
reflect management and Company philosophy, competitive practice and regulatory requirements.
The Committee shall review, provide advice on and, where appropriate, approve compensation
objectives, plans and levels.
Annually review and approve the Company’s stated compensation strategy,
corporate goals and objectives relevant to management compensation (including the Chief
Executive Officer (“CEO”)), director compensation and total compensation policy to ensure it
supports business objectives, creates stockholder value, is consistent with stockholder interests,
attracts and retains key executive talent required, and links compensation with business