DEF 14A of Calumet, Inc. /DE
Filed Apr 28, 2025 · FY20240001140361-25-016006
Class I Directors Nominees
Class I Directors Nominees The following provides summary information about each Class I director nominee.
Class I Directors Nominees
| | | | Committee Membership | | | | | | | Name | Age | Director Since(1) | Class | Audit | Compensation | Nominating and Governance Committee | Risk | Strategy and Growth | | John (“Jack”) G. Boss IND | 65 | 2022 | I | M | | C(2) | | M | | Stephen P. Mawer | 60 | 2016 | I | | | | M | M | | Karen Narwold IND | 65 | N/A | I | | M(2) | C(2) | | | | Julio Quintana IND | 65 | N/A | I | M(2) | | | M(2) | |
Class I Directors Nominees
C - Chair M - Member IND - Independent
Class I Directors Nominees
| (1) For Mr. Boss and Mr. Mawer, reflects the date the respective person became a board member of the General Partner of Calumet. Ms. Narwold and Mr. Quintana are new nominees for election to the Board. |
Class I Directors Nominees
| (2) Subject their election at the Annual Meeting, Ms. Narwold will be appointed as a member of the Compensation Committee and as the Chair of the Nominating and Governance Committee, succeeding Mr. Boss, and Mr. Quintana will be appointed as a member of the Audit Committee and the Risk Committee. |
Executive Compensation Highlights
| • | make incentive compensation a significant portion of an executive’s total compensation, designed to balance short-term and long-term performance; |
Executive Compensation Highlights
For 2024, our program was comprised of base salary, annual incentives, and long-term equity-based incentives. Our primary business objectives are to generate cash flows, reduce debt leverage, grow our business and increase shareholder value. As a result, Adjusted EBITDA was the primary performance measure taken into account in making 2024 compensation decisions under both our annual and long-term incentive programs, as we believe this represented the most comprehensive measurement of our ability to generate cash flows and recognized the integrated and collaborative effort required by the full executive team to maximize performance. Despite not meeting our Adjusted EBITDA goal for 2024, as commodity margins fell dramatically throughout the year, the Company achieved a number of key strategic business objectives, including the completion of our conversion to a C-Corporation, receiving a conditional commitment of the DOE Loan (with Tranche 1 funding of the DOE Loan received in early 2025), record setting safety performance, and significant improvements in key operational, reliability, and cost reduction measures at many of our facilities. The Compensation Committee considered these key strategic achievements when approving final compensation outcomes for 2024, which reflected year-over-year declines in total pay for each our named executive officers. During the second half of 2024, the Compensation Committee worked with its independent compensation consultant to develop a new incentive framework aligned with our new structure, including 2025 annual incentive opportunities earned based on Adjusted EBITDA (60% weighting) and operational priorities aligned with our values and key to advancing our strategic priorities (40% weighting). In 2025, we also granted long-term equity incentives in a mix of performance-based restricted stock units (“PSUs”) (weighted 50%) and time-based restricted stock units (“RSUs”) (weighted 50%). PSUs will be earned based on the achievement of relative TSR, net deleveraging and certain priority strategic initiatives, while RSUs fully vest on the third anniversary of the date of grant to promote retention. For more information on our compensation programs, please refer to the Compensation Discussion & Analysis beginning on page 28.
Class I Director Nominees
Class I Director Nominees Set forth below is certain information relating to our Class I director nominees, including details on each director nominee’s specific experience, qualifications, attributes, or skills that led the Board to conclude that the person should be nominated for election as a director for another term.
Class I Director Nominees
| John (“Jack”) G. Boss IND Age: 65 Committees: Audit, Governance (chair), Strategy and Growth | Background John (“Jack”) G. Boss has served as a member of the Board since July 2024 and previously served on the board of the General Partner from August 2022 to July 2024. Mr. Boss brings over 40 years of experience to the Board of Calumet. He currently serves on the boards of directors of Cooper-Standard (NYSE: CPS), Wabash National (NYSE: WNC) and Libbey, Inc. Most recently, he was the President and Chief Executive Officer of Momentive Performance Materials, a specialty chemicals and materials business from 2014 until 2020. Prior to this role, Mr. Boss served in the role of President of Honeywell Safety Products from 2012 to 2014. Mr. Boss held various managerial roles within Honeywell’s Specialty and Chemicals businesses from 2003 through 2014. Prior to Honeywell, Mr. Boss served as Vice President at Great Lakes Chemical Corporation. Mr. Boss holds a Bachelor of Science in Mechanical Engineering from West Virginia University and a Master of Business Administration from Rutgers University. Qualifications Mr. Boss brings extensive specialty chemicals and materials knowledge. In addition, he brings to the Board a broad range of experiences and skills as a result of his service as a director of other public and private companies. |
Class I Director Nominees
| Stephen P. Mawer Chair of the Board Age: 60 Committees: Risk, Strategy and Growth | Background Stephen P. Mawer has served as Chair of the Board since July 2024 and previously served on the board of the General Partner from March 2016 to July 2024, including as chair of the board of the General Partner from January 2023 to July 2024. From May 2022 until December 2022, Mr. Mawer served in the role of Executive Chair of the Company. From April 2020 until May 2022, Mr. Mawer served as the Chief Executive Officer of the Company. He retired as president of Koch Supply & Trading in 2014 following a 27-year career in commodities trading, risk management and refining operations. While at Koch, Mr. Mawer led global commodities trading and served as a senior member of the Koch Industries management team. Mr. Mawer holds Bachelor and Master degrees in Chemical Engineering from the University of Cambridge, England. Currently, he serves as a member of the board of directors at Zenith Energy Management and Howard Energy Partners, both of which are midstream companies, chair of the board of directors of ClimeCo Corporation, an environmental commodities development and management company, and on the advisory board of Entara Partners, a leading global asset manager of refining infrastructure. He previously served as a member of the advisory board of Heritage Environmental Services. Qualifications Mr. Mawer brings extensive knowledge of petroleum markets, refining economics, supply/marketing optimization, sustainability and renewable fuels, and risk management. |
Class I Director Nominees
| Karen Narwold IND New Nominee Age: 65 Committees*: Compensation, Governance (chair) * Subject to Ms. Narwold’s election at the Annual Meeting. | Background Karen Narwold most recently served as Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of Albemarle Corporation, a specialty chemicals manufacturing company, from 2010 until her retirement in 2023. From 2007 to 2010, Ms. Narwold served in a variety of leadership roles with Symmetry Holdings and its related companies, including General Counsel to Symmetry Holdings, Vice President, Chief Administrative Officer and General Counsel at Barzel Industries (acquired by Symmetry Holdings and f/k/a Novamerican Steel) and Advisor at Symmetry Advisors. Ms. Narwold worked for five years in private legal practice, followed by 16 years in roles of increasing leadership responsibility with GrafTech International, Ltd., including Vice President, General Counsel, Human Resources and Company Secretary. Ms. Narwold holds a Bachelor of Arts in Political Science from the University of Connecticut and a Juris Doctor from the University of Connecticut School of Law. Ms. Narwold currently serves on the board of directors of Ingevity (NYSE: NGVT), where she is chair of the Sustainability and Safety Committee, a member of the Audit Committee, and a member of the Executive Committee. Ms. Narwold is National Association of Corporate Directors (NACD) Directorship Certified. Qualifications Ms. Narwold brings extensive specialty chemicals knowledge and legal and compliance expertise. In addition, she brings a broad range of experiences and skills as a result of her service as a public company director and her NACD certification. |
Class I Director Nominees
| Julio Quintana IND New Nominee Age: 65 Committees*: Audit, Risk * Subject to Mr. Quintana’s election at the Annual Meeting. | Background Julio Quintana served as President and Chief Executive Officer and member of the board of directors of Tesco Corporation, an oilfield services company, from 2005 until his retirement in 2015. Prior to his appointment as President and Chief Executive Officer of Tesco, Mr. Quintana served as Executive Vice President and Chief Operating Officer. Prior to joining Tesco, Mr. Quintana worked for Schlumberger Corporation, an oilfield services company, from 1999 to 2004 as Vice President of Integrated Project Management and Vice President of Marketing for the Americas. Prior to Schlumberger, Mr. Quintana worked for nearly 20 years for Unocal Corporation, an integrated exploration and production company, in various operational and managerial roles. Mr. Quintana holds a Bachelor of Science in Mechanical Engineering from the University of Southern California. Mr. Quintana currently serves on the board of directors of Newmont Corporation (NYSE: NEM), where he is a member of the Corporate Governance and Nominating Committee and chair of the Leadership Development and Compensation Committee. He also serves as chair of the board of directors and chair of the Executive Committee of SM Energy Company (NYSE: SM). Mr. Quintana previously served on the board of directors of California Resources Corporation from 2020 until 2024 and Basic Energy Services from 2016 until 2021. Qualifications Mr. Quintana has extensive global management experience in petroleum markets, refining operations and exploration and production. In addition to his experience as the chief executive officer of a public company, Mr. Quintana brings significant experience on the boards of directors of public and private companies. |
Class II Directors Continuing in Office
Class II Directors Continuing in Office
Class II Directors Continuing in Office
| Todd Borgmann Age: 42 Committees: None | Background Todd Borgmann has served as President and Chief Executive Officer of the Company since July 2024. He previously served as Chief Executive Officer of the General Partner from May 2022 to July 2024. From February 2021 until May 2022, Mr. Borgmann served as Executive Vice President—Chief Financial Officer of the General Partner. Mr. Borgmann has over 15 years of experience with Calumet, serving the Company across a diverse set of management roles. For the five years preceding his appointment to Executive Vice President—Chief Financial Officer, Mr. Borgmann served as Senior Vice President—Chief Financial Officer, Senior Vice President—Interim Chief Financial Officer, and Vice President of Supply & Trading, developing extensive knowledge of petroleum markets, refining operations, and risk management. Mr. Borgmann has also served as the Vice President of Business Development of the Company and Director of the Company’s White Oils and Petroleum sales. Mr. Borgmann holds a Bachelor of Science in Industrial Engineering from Purdue University and a Master of Business Administration from the University of Notre Dame. Qualifications Mr. Borgmann brings significant leadership experience, strong financial acumen and extensive knowledge of and experience in petroleum markets, refining operations, and risk management. |
Class II Directors Continuing in Office
| Daniel J. Sajkowski IND Age: 65 Committees: Governance, Risk (chair) | Background Daniel J. Sajkowski has served as a member of the Board since July 2024 and previously served on the board of the General Partner from September 2014 to July 2024. Mr. Sajkowski has served as Executive Vice President, Growth and New Ventures of The Heritage Group, a privately held business managing a diverse portfolio of operating companies in heavy construction and materials, since 2013. Prior to joining The Heritage Group, Mr. Sajkowski was the Senior Director — Downstream Technology at Sapphire Energy from 2010 until 2013. From 2004 to 2010, Mr. Sajkowski served as business unit leader at BP’s Whiting, Indiana refinery. During his career with BP/Amoco, Mr. Sajkowski also held positions as the Manager of Integrated Supply and Trading from 2002 until 2004 and Vice President of Refining Technology from 2000 until 2002. Mr. Sajkowski holds Bachelor of Science and Master of Science degrees in Chemical Engineering from the University of Michigan and a Doctor of Philosophy in Chemical Engineering from Stanford University. He also completed The General Manager Program at Harvard University. Qualifications Mr. Sajkowski has extensive refining industry experience including planning, operations and managerial roles for a large multinational refining company. His broad background of experience provides helpful insight to the Company in our implementation of strategic initiatives and our refinery operations in general. |
Class II Directors Continuing in Office
| Jennifer G. Straumins IND Age: 51 Committees: Risk, Strategy and Growth | Background Jennifer G. Straumins has served as a member of the Board since July 2024 and previously served on the board of the General Partner from February 2021 to July 2024. Ms. Straumins serves on the board of directors of Wincoram Asset Management and ZXP Technologies. Ms. Straumins previously served as the chair of the board of directors of Maverick Performance Products, for which she was a founding member, until the company was acquired in 2024. Prior to founding Maverick Performance Products, Ms. Straumins was an employee of the Partnership for 13 years holding various positions. Prior to joining Calumet, Ms. Straumins held financial planning positions with Great Lakes Chemical Company and Exxon Chemical Company. Ms. Straumins holds a Bachelor of Engineering in Chemical Engineering from Vanderbilt University and a Master of Business Administration from the University of Kansas. Qualifications Ms. Straumins brings extensive specialty chemicals knowledge. Her background provides helpful insight to the Company in our implementation of strategic initiatives and operations in general. |
Class III Directors Continuing in Office
Class III Directors Continuing in Office
Class III Directors Continuing in Office
| Paul C. Raymond III IND Age: 59 Committees: Compensation, Risk, Strategy and Growth (chair) | Background Paul C. Raymond III has served as a member of the Board since July 2024 and previously served on the board of the General Partner from November 2020 to July 2024. Mr. Raymond brings over three decades of industry experience, which includes serving in his current role of Chief Executive Officer of Monument Chemical, a privately held chemical company, since July 2020, and previously as President and Chief Executive Officer of Sonneborn, LLC from 2012 to 2019. Mr. Raymond holds a Bachelor of Science in Chemical Engineering from Rice University and a Doctor of Philosophy in Chemical Engineering from the University of Texas at Austin. Qualifications Mr. Raymond brings extensive specialty chemicals knowledge and strategic insights, as well as experience leading and growing similar businesses. |
Class III Directors Continuing in Office
| Amy Schumacher IND Age: 53 Committees: Compensation, Governance | Background Amy M. Schumacher has served as a member of the Board since July 2024 and previously served on the board of the General Partner from September 2014 to July 2024. Ms. Schumacher has been part of The Heritage Group since 2003, working in various capacities and leading a variety of growth projects along the way. In 2008, Ms. Schumacher founded Monument Chemical and served as President and Chief Executive Officer for eight years. In 2016, Ms. Schumacher transitioned to President of The Heritage Group and was appointed Chief Executive Officer in 2020. From 1998 to 2003, Ms. Schumacher served as a consultant with Accenture. Ms. Schumacher holds a Bachelor of Science in Civil Engineering from Purdue University and a Master of Science in Management from the Massachusetts Institute of Technology Sloan School. Ms. Schumacher currently serves as Chief Executive Officer and a trustee for The Heritage Group and sits on a number of private subsidiary boards. Ms. Schumacher is the daughter of Fred M. Fehsenfeld, Jr., the former chair of the board of the General Partner. Qualifications Ms. Schumacher has extensive managerial experience including planning and strategy. She possesses a broad background within the chemicals industry, with specific experience in strategic growth projects. |
Class III Directors Continuing in Office
| Karen A. Twitchell IND Lead Independent Director Age: 69 Committees: Audit, Governance | Background Karen A. Twitchell has served as a member of the Board since July 2024 and previously served on the board of the General Partner from August 2022 to July 2024. In 2025, Ms. Twitchell was appointed by the Board’s independent directors to serve as the Board’s Lead Independent Director. Ms. Twitchell brings more than a dozen years of Board experience and 30 years of executive experience to the Board of Calumet. Ms. Twitchell was chair of the board of directors of Trecora Resources (NYSE: TREC), a petrochemical and specialty wax manufacturer, until the sale of the company in June 2022. In addition, she serves on the board of directors of Kraton Corp and HMTX Industries. Previously, she served on the board of directors of KMG Chemicals’ (NYSE: KMG). From 2010 to 2013, Ms. Twitchell was Executive Vice President and Chief Financial Officer of Landmark Aviation, a private equity-backed fixed base operator for the aviation industry. Prior to 2010, Ms. Twitchell was Vice President and Treasurer of LyondellBasell Industries/Lyondell Chemical Company. Ms. Twitchell has also held senior management positions in the aluminum and cement manufacturing industries. Ms. Twitchell holds a Bachelor of Arts in Economics from Wellesley College and a Master of Business Administration from Harvard Business School. Qualifications Ms. Twitchell brings extensive leadership experience in the chemicals industry, strong financial acumen as a former chief financial officer and treasurer, and significant experience on the boards of directors of public and private companies. Her background provides helpful insight to the Company in our implementation of strategic and financial initiatives. |
Where We Are Today: Evolving Our Executive Compensation Approach
Where We Are Today: Evolving Our Executive Compensation Approach Calumet has reached a significant milestone in our transformation with the completion of our conversion from a Master Limited Partnership to a C-Corporation in July 2024. The Company’s common stock trades on Nasdaq. With this conversion completed, receipt of a transformational Department of Energy (“DOE”) Loan, and having established a new business in Montana Renewables, Calumet is well-positioned to capitalize on new opportunities. As we look ahead, our focus remains on driving growth in our specialty products and renewables businesses while deleveraging our balance sheet through execution of key strategic priorities — including the evolution of our executive compensation design to support our next phase of value creation. Following the conversion, the Compensation Committee worked with its independent consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”) , in the latter half of 2024 to develop a new incentive framework aligned with our new structure. Our focus was on supporting the Company’s long-term strategy, attracting and retaining top executive talent, and incorporating market best practices. As part of this effort, we established a formal compensation peer group to help ensure our programs remain competitive and aligned with prevailing industry standards. The following provides an overview of the changes to our annual and long-term incentive plans, effective in 2025, our first year as a publicly-traded C-Corporation, emphasizing performance-based incentives, stockholder alignment, and sustainable growth, as well as details on our newly established compensation peer group.
Short-Term Cash Bonus Award Incentives
Short-Term Cash Bonus Award Incentives The Compensation Committee believes that a significant portion of our named executive officers’ cash compensation should be tied to our performance. Beginning in 2025, each of our named executive officers is eligible to receive an annual incentive award based on the following financial and operational performance criteria:
Short-Term Cash Bonus Award Incentives
| Performance Metrics | Weighting | Rationale | Payout Opportunity | | Adjusted EBITDA | 60% | Reflects Calumet’s core profitability, aligns with how investors measure financial performance, and helps ensure executives are focused on driving earnings growth. | • 0% to 200% of target based on financial performance attainment against pre-determined threshold, target and maximum goals · • Subject to the achievement of a threshold Free Cash Flow (FCF) goal | | Operational | 40% | Emphasizes critical business priorities that directly impact financial results outside of fluctuations in commodity prices, such as safety, cost management, reliability, and advancement of strategic priorities. | • 0% to 100% of target based on objectives achieved · • Dependent on the team’s performance against pre-determined goals and payouts do not fluctuate based on financial performance (i.e., target financial performance does not guarantee target operational performance) • Subject to the achievement of a threshold Free Cash Flow (FCF) goal |
Short-Term Cash Bonus Award Incentives
Once the annual award amount is calculated based on our financial and operational results, the Compensation Committee may adjust the earned amount based on the named executive officer’s individual contributions and influence on achievement of the relevant performance metrics. The Compensation Committee may adjust each named executive officer’s annual award payout by applying a multiplier in the range of +/- 20% against the initially-calculated payout.
Long-Term Equity-Based Award Incentives
Long-Term Equity-Based Award Incentives Long-term incentive compensation is designed to align our named executive officers’ award opportunities with the long-term interests of our stockholders, as well as the Company’s long-term business strategy and leadership talent retention goals. For 2025, long-term equity incentives were granted using a mix of performance-based restricted stock units (PSUs) and time-based restricted stock units (RSUs), as follows:
Long-Term Equity-Based Award Incentives
| Equity Vehicle | Weighting | Details | | | | | PSUs | 50% | Metric | Weighting | Performance Period | Payout Opportunity | | | | Relative Total Shareholder Return (TSR) | 33% | Three-year performance (1/1/25-12/31/27); measured against the constituent companies of the S&P SmallCap 600 Index as of the start of the period | 0% to 150% of target; payout is capped at 100% if Calumet TSR is negative for the performance period | | | | Net Deleveraging | 33% | One-year performance period (1/1/25-12/31/25); any restricted stock units earned remain subject to service-based vesting through 12/31/2027 | 0% to 150% of target | | | | Strategic Initiatives | 33% | One-year performance period (1/1/25-12/31/25); any restricted stock units earned remain subject to service-based vesting through 12/31/2027 | 0% to 150% of target; performance assessed through qualitative evaluation, with quarterly progress reports | | RSUs | 50% | • Cliff vest on the three-year anniversary of the grant date | | | |
Compensation Peer Group
Compensation Peer Group Historically, as a Master Limited Partnership, the Compensation Committee considered various market factors when assessing executive compensation but did not maintain a formal peer group for setting compensation levels each year. To help inform decisions with respect to 2024 executive compensation, we evaluated the compensation programs of various companies, including: Albemarle Corporation, Cabot Corporation, CVR Energy, Inc., Delek US Holdings, Inc., Green Plains Inc., HF Sinclair Corporation, Huntsman Corporation, Ingevity Corporation, Innospec Inc., Koppers Holdings Inc., Marathon Petroleum Corporation, NextEra Energy, Inc., Olin Corporation, Par Pacific Holdings, Inc., PBF Energy Inc., Plains GP Holdings, Inc., SCW Industrials, Inc., Stepan Company, The Chemours Company, Valvoline Inc., and WD-40 Company (the “2024 Compensation Comparator Group”).
Compensation Peer Group
| • | With our transition to a C-Corporation, the Compensation Committee recognized the need for a more systematic approach to evaluating market competitiveness, and in the fall of 2024, with the assistance of its independent consultant, Pearl Meyer, established a formal compensation peer group of 21 companies for the purpose of setting executive compensation levels for 2025. The companies included in the peer group were carefully reviewed and selected based on the following criteria: Market capitalization: approximately 1/3x – 3x Calumet’s market cap; |
Compensation Peer Group
| • | Revenue: approximately 1/2x – 2.5x Calumet’s revenue; |
Compensation Peer Group
| • | Business operations and listing status: includes product portfolio, headcount, international scope, number of employees, and operational complexity, for U.S.-based publicly-traded companies; and |
Compensation Peer Group
| • | Industry affiliation: includes companies that are involved in refining, commodity chemicals, specialty chemicals, and renewables. |
Compensation Peer Group
The new compensation peer group was composed of the following peer companies:
Compensation Peer Group
| Ashland Inc. Cabot Corporation Darling Ingredients Inc. Green Plains Inc. Huntsman Corporation Innospec Inc. Kronos Worldwide Inc. NewMarket Corporation Par Pacific Holdings, Inc. Stepan Company Tronox Holdings plc | Avient Corporation CVR Energy, Inc. Delek US Holdings, Inc. H.B. Fuller Company Ingevity Corporation Koppers Holding Inc. Minerals Technology Inc. Olin Corporation Quaker Chemical Corporation The Chemours Company |
Compensation Peer Group
Objectives of 2024 Compensation Programs Our executive compensation programs are designed with the following primary objectives:
Compensation Peer Group
| • | reward strong individual performance that drives our positive financial results and enterprise value; |
Compensation Peer Group
| • | make incentive compensation a significant portion of an executive’s total compensation, designed to balance short-term and long-term performance; |
Compensation Peer Group
| • | align the interests of our executives with those of our stockholders; and |
Compensation Peer Group
| • | attract, develop, and retain executives with a compensation structure that is competitive with other publicly-traded companies of similar size. |
Compensation Peer Group
Our primary business objectives are to generate cash flows, reduce debt leverage, grow our business and increase shareholder value. As a result, Adjusted EBITDA was the primary measurement of performance taken into account in making 2024 compensation decisions, as we believe this represented the most comprehensive measurement of our ability to generate cash flows and recognized the integrated and collaborative effort required by the full executive team to maximize performance. As such, 2024 short-term compensation was based on Adjusted EBITDA performance, as well as achievement of business unit and individual performance objectives. The 2024 long-term compensation was also based on Adjusted EBITDA performance, and the achievement of critical performance objectives. Following our conversion to a C-Corporation in July 2024, Calumet has revisited our incentive program design to help ensure continued alignment with stockholder interests by emphasizing a broader set of key Company strategic initiatives. As a result, our 2025 compensation program described above now incorporates additional performance measurements, while continuing to use Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure that we define, consistent with the terms of our Credit Agreement and senior notes indentures. For more information on our use of Adjusted EBITDA, please see Part II, Item 7 “Management’s Discussion and Analysis — Non-GAAP Financial Measures” in our Annual Report on Form 10-K filed with the SEC on March 3, 2025 (our, “2024 Form 10-K”).
Role of Compensation Consultant
Role of Compensation Consultant In 2024, the Compensation Committee engaged Pearl Meyer to be its independent compensation consultant and assist on matters relating to our executive compensation program pursuant to its authority under the Compensation Committee charter. Pearl Meyer provided services including a review and potential redesign of the annual and long-term incentive programs and other typical annual compensation and consulting services. The Compensation Committee determined that Pearl Meyer has the appropriate independence and necessary skills, knowledge, industry expertise, and experience to provide such services and determined that such engagement did not raise any conflicts of interest. A representative of Pearl Meyer attends meetings of the Compensation Committee as requested. Pearl Meyer reports directly to the Compensation Committee.
Elements of Executive Compensation
| • | short-term cash awards under an annual incentive plan |
Elements of Executive Compensation
| • | long-term incentive compensation, including unit-based awards under the LTIP |
Short-Term Cash Bonus Awards
Short-Term Cash Bonus Awards We provide short-term cash bonus awards to named executive officers under our annual cash incentive plan (the “Cash Incentive Plan”). These awards are designed to incentivize executives in meeting financial performance, operational, and strategic objectives on an annual basis. The Compensation Committee determines each named executive officer’s target cash bonus award at the beginning of the year, expressed as a percentage of each named executive officer’s base salary actually earned, after considering each officer’s position, performance, and comparable amounts paid to equivalent level positions in the Compensation Comparator Group. The following table sets forth each named executive officer’s minimum, target and stretch cash bonus award opportunities for 2024 all as a percentage of each named executive officer’s base salary. Such bonus targets (as a percentage of base salary) were unchanged from those set for fiscal 2023.
Short-Term Cash Bonus Awards
| Name | Minimum | Target | Stretch | | Todd Borgmann | 75% | 150% | 225% | | David Lunin | 50% | 100% | 150% | | Bruce Fleming | 75% | 150% | 225% | | Scott Obermeier | 50% | 100% | 150% | | Gregory Morical | 40% | 80% | 120% |
2024 Approved Cash Bonus Awards
2024 Approved Cash Bonus Awards We did not achieve the minimum Adjusted EBITDA goal for 2024. Despite not achieving the minimum Adjusted EBITDA goal, the Compensation Committee and Board considered, amongst other things, the achievement of key strategic business objectives, including the completion of the C-Corp Conversion transaction, receiving a conditional commitment of the DOE Loan (with Tranche 1 funding of the DOE Loan received in early 2025), record setting safety performance and significant improvements in key operational, reliability, and cost reduction measures at many of our facilities, and approved bonus payments for all eligible employees, including the following bonus payments for each of our following executive officers:
2024 Approved Cash Bonus Awards
| Name | Amount | | Todd Borgmann | $587,813 | | David Lunin | $239,762 | | Bruce Fleming | $359,109 | | Scott Obermeier | $234,475 | | Gregory Morical | $151,984 |
Long-Term Unit-Based Awards
Long-Term Unit-Based Awards
2024 LTI Awards
2024 LTI Awards In fiscal year 2024, the Compensation Committee established a minimum, target and stretch long-term incentive (LTI) award opportunity for each named executive officer, expressed as a percentage of each named executive officer’s base salary as of the end of the fiscal year as shown below, after considering each officer’s position, performance, and comparable amounts paid to equivalent level positions in the Compensation Comparator Group. Such LTI targets (as a percentage of base salary) were unchanged from those set for fiscal 2023 for each of our named executive officers other than the CEO. Upon the recommendation of the Compensation Committee, our Board increased Mr. Borgmann’s LTI award opportunity in order to better align his total target compensation opportunity to market practices, while more heavily weighting potential equity components of his total pay.
2024 LTI Awards
| | Minimum | Target | Stretch | | Todd Borgmann | 100% | 200% | 300% | | David Lunin | 40% | 80% | 120% | | Bruce Fleming | 30% | 60% | 90% | | Scott Obermeier | 40% | 80% | 120% | | Gregory Morical | 30% | 60% | 90% |
2024 LTI Awards
Our 2024 LTI award program provided each named executive officer with the opportunity to receive a grant of restricted stock units under the LTIP based on our Adjusted EBITDA performance and achievement of individual performance objectives, as described above. The dollar amount earned under the 2024 LTI award program based on performance is converted into a number of restricted stock units based on the closing price of our common shares on the date the restricted stock units are issued. The restricted stock units are granted under the LTIP and vest on the third anniversary of the date of grant. Following vesting, the restricted stock units are settled in common shares (or the cash equivalent). Because of the three-year cliff vesting, we believe restricted stock units establish a direct link between executive compensation and the interests of our shareholders, serve as a strong retention incentive and reinforce unit ownership levels among our executives. However, as a result of the Company’s Adjusted EBITDA performance falling below the minimum threshold for 2024, no annual equity-based awards under the Long-Term Incentive Plan for our named executive officers were approved by the Compensation Committee for the 2024 performance year. Despite not meeting the minimum Adjusted EBITDA goal for 2024, the Compensation Committee and Board considered, amongst other things, the achievement of key strategic business objectives, including the completion of the C-Corp Conversion transaction, receiving a conditional commitment of the DOE Loan (with Tranche 1 funding of the DOE Loan received in early 2025), record setting safety performance and significant improvements in key operational, reliability, and cost reduction measures at many of our facilities, and approved LTIP awards at target amounts for all eligible employees, including each of our executive officers. These LTIP awards were granted in 2025, and as such, will be reported as 2025 compensation in our 2025 Summary Compensation Table.
2024 Management LTIP Grant
2024 Management LTIP Grant The equity-based awards granted to Mr. Lunin in 2024 were awarded under the Long-Term Incentive Plan at the judgment of the Compensation Committee in connection with his assumption of the CFO role.
Employment Agreements & Severance Benefits
Employment Agreements & Severance Benefits As of December 31, 2024, there were no active employment agreements between the Company and any of our executive officers. We provide offer letters to newly hired or promoted employees that set forth the general terms of their employment with us as of the offer letter date, which do not provide for severance, change in control, or other post-termination benefits. We maintain a Change of Control Protection Plan, which provides for severance payments and benefits to certain employees (including the named executive officers) who experience a qualifying termination of employment in connection with a change in control. For more information on this plan, refer to the “Potential Payments Upon Termination or Change in Control” section below.
Equity Grant Practices
Equity Grant Practices If performance targets are achieved under our LTI program, restricted stock units are typically awarded at our board and Compensation Committee meetings in February. We did not grant stock options in 2024 and did not time the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation awarded during fiscal 2024.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth the annual compensation earned by or granted to our named executive officers for the fiscal years ended December 31, 2024, 2023, and 2022. Mr. Lunin was appointed as Chief Financial Officer effective January 1, 2024 and was not a named executive officer prior to 2024.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Todd Borgmann President & Chief Executive Office | 2024 | 783,750 | 587,813 | — | — | 57,978 | 1,429,541 | | | 2023 | 735,000 | — | 1,750,000 | — | 17,040 | 2,502,040 | | | 2022 | 568,593 | — | 2,195,828 | 1,279,334 | 21,434 | 4,065,189 | | David Lunin Executive Vice President - Chief Financial Officer | 2024 | 479,524 | 239,762 | 384,823 | — | 136,854 | 1,240,963 | | Bruce Fleming Executive Vice President - Montana Renewables & Corporate Strategy | 2024 | 478,812 | 359,109 | — | — | 140,242 | 978,163 | | | 2023 | 464,255 | — | 1,750,000 | — | 19,715 | 2,233,970 | | | 2022 | 447,022 | — | 2,355,648 | 1,005,800 | 25,652 | 3,834,122 | | Scott Obermeier Executive Vice President - Specialties | 2024 | 468,949 | 234,475 | — | — | 18,407 | 721,831 | | | 2023 | 445,250 | 302,770 | — | — | 17,594 | 765,614 | | | 2022 | 397,220 | — | 470,000 | 610,830 | 22,616 | 1,500,666 | | Gregory Morical Senior Vice President, General Counsel & Secretary | 2024 | 379,958 | 151,984 | — | — | 35,145 | 567,087 | | | 2023 | 348,680 | — | 500,000 | — | 15,821 | 864,501 | | | 2022 | 332,721 | — | 787,828 | 399,265 | 33,342 | 1,553,156 |
2024 Summary Compensation Table
| (1) Amounts in this column for 2024 include the cash bonus award approved for each of our named executive officers for fiscal year 2024 performance. For more information regarding the cash bonus awards, see “Compensation Discussion & Analysis — Elements of Executive Compensation — Short-Term Cash Bonus Awards — 2024 Approved Cash Bonus Awards” above. |
2024 Summary Compensation Table
| (2) The amount in this column for 2024 for Mr. Lunin represents the grant date fair value calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures, of his management restricted stock unit award granted on February 21, 2024 under the LTIP. For more information regarding restricted stock unit awards, see “Compensation Discussion & Analysis — Elements of Executive Compensation — Long-Term Unit-Based Awards — 2024 LTI Awards” above. The grant date fair value of each restricted stock unit is based on the closing price of our common shares on the applicable date of grant. Please read Note 12 to our consolidated financial statements for the fiscal year ending December 31, 2024 included in our 2024 Form 10-K for a discussion of the assumptions used to determine the FASB ASC Topic 718 value of the awards. |
2024 Summary Compensation Table
| (3) The following table provides the aggregate “All Other Compensation” information for each of the named executive officers for 2024: |
2024 Summary Compensation Table
| | Todd Borgmann | David Lunin | Bruce Fleming | Scott Obermeier | Gregory Morical | | 401(k) Plan Matching Contributions | $17,250 | $17,250 | $17,250 | $17,250 | $17,250 | | HSA Plan Matching Contributions | 1,000 | 1,000 | 1,000 | — | 1,000 | | Relocation Expenses(a) | — | 110,096 | — | — | — | | Term Life Insurance Premiums | 540 | 516 | 2,289 | 1,157 | 1,697 | | Deferred Compensation Plan Matching Contributions | 39,188 | 7,992 | 119,703 | — | 15,198 | | Total | $57,978 | $136,854 | $140,242 | $18,407 | $35,145 |
2024 Summary Compensation Table
| (a) The relocation plan offered to our executive officers is the same plan offered to all other eligible employees. The amount of relocation expenses for Mr. Lunin includes a tax gross up amount of $44,093. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table includes information about awards granted to our named executive officers during 2024, which includes the incentive opportunities under the Cash Incentive Plan and the LTIP.
Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards Number: of Shares (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Minimum ($) | Target ($) | Stretch ($) | Minimum ($) | Target ($) | Stretch ($) | | | | Todd Borgmann | | 600,000 | 1,200,000 | 1,800,000 | | | | | | | | | | | | 800,000 | 1,600,000 | 2,400,000 | — | — | | David Lunin | | 240,516 | 481,032 | 721,548 | | | | | | | | | | | | 192,413 | 384,826 | 577,238 | — | — | | | 2/21/2024 | | | | | | | 22,478 | 384,823 | | Bruce Fleming | | 361,313 | 722,625 | 1,083,938 | | | | | | | | | | | | 144,525 | 289,050 | 433,575 | — | — | | Scott Obermeier | | 237,300 | 474,600 | 711,900 | | | | | | | | | | | | 189,840 | 379,680 | 569,520 | — | — | | Gregory Morical | | 162,556 | 325,112 | 487,668 | | | | | | | | | | | | 121,917 | 243,834 | 365,751 | — | — |
Grants of Plan-Based Awards
| (1) Amounts in this column represent the minimum, target and stretch incentive opportunities for short-term bonus awards under the Cash Incentive Plan. The actual bonuses paid to our named executive officers for 2024 under the Cash Incentive Plan can be found in the “Bonus” column of the Summary Compensation Table above and are described in more detail under “Compensation Discussion & Analysis — Elements of Executive Compensation — Short-Term Cash Bonus Awards” above. |
Grants of Plan-Based Awards
| (2) Amounts in this column represent the minimum, target and stretch incentive levels for our 2024 LTI award program. Following the end of the 2024 fiscal year, the amount earned, if any, based on our Adjusted EBITDA performance is converted into a number of restricted stock units by dividing the dollar amount earned by the closing price of our common share on the date the restricted stock units are granted. No such awards were earned for fiscal 2024 performance. For more information regarding our LTI award program, see “Compensation Discussion & Analysis — Elements of Executive Compensation — 2024 LTI Awards” above. |
Grants of Plan-Based Awards
| (3) The restricted stock unit award in this column vests on the third anniversary of the date of grant, subject to continued employment through such vesting date. This award was granted to Mr. Lunin in February of fiscal 2024 to compensate him for certain compensation opportunities with his previous employer that were forfeited when he resigned to join Calumet. For more information, see “Compensation Discussion & Analysis — Elements of Executive Compensation — 2024 Management LTIP Grant” above. |
Grants of Plan-Based Awards
| (4) Amount in this column represents the grant date fair value calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures. The grant date fair value of restricted stock unit awards is based on the closing price of our common shares on the applicable date of grant. Please read Note 12 to our consolidated financial statements for the fiscal year ending December 31, 2024 included in our 2024 Form 10-K for a discussion of the assumptions used to determine the FASB ASC Topic 718 value of the award. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below reflects information regarding outstanding equity-based awards held by the named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| Name | Stock Awards | | | | Number of Restricted Stock Units That Have Not Vested (#)(1) | Market Value of Restricted Stock Units That Have Not Vested ($)(2) | | Todd Borgmann | 271,522 | $5,978,914 | | David Lunin | 42,478 | $935,366 | | Bruce Fleming | 301,115 | $6,630,552 | | Scott Obermeier | 55,696 | $1,226,426 | | Gregory Morical | 102,272 | $2,252,029 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Amounts in this column reflect time-based restricted stock unit awards held by the named executive officers as of December 31, 2024. Outstanding restricted stock unit awards that have not vested as of December 31, 2024 for each of our named executive officers vested or will vest as follows: |
Outstanding Equity Awards at Fiscal Year-End
| Vesting Date | Todd Borgmann | David Lunin | Bruce Fleming | Scott Obermeier | Gregory Morical | | February 22, 2025 | 114,120 | — | 173,066 | 31,606 | 55,634 | | July 1, 2025 | — | — | — | — | 199 | | February 21, 2026 | 49,974 | — | 20,621 | 24,090 | 15,348 | | July 1, 2026 | — | — | — | — | 198 | | August 1, 2026 | 107,428 | — | 107,428 | — | 30,694 | | September 11, 2026 | — | 20,000 | — | — | — | | February 21, 2027 | — | 22,478 | — | — | — | | July 1, 2027 | — | — | — | — | 199 | | | 271,522 | 42,478 | 301,115 | 55,696 | 102,272 |
Outstanding Equity Awards at Fiscal Year-End
| (2) Market value of restricted stock units reported in these columns is calculated by multiplying the closing market price of $22.02 of our common shares at December 31, 2024 by the number of restricted stock units outstanding. |
Stock Vested
Stock Vested The following table provides information about restricted stock units held by the named executive officers that vested during the 2024 fiscal year. None of the named executive officers held or exercised any option awards during the 2024 fiscal year.
Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Todd Borgmann | — | — | | David Lunin | — | — | | Bruce Fleming | 15,173 | 244,740 | | Scott Obermeier | — | — | | Gregory Morical | 1,403 | 22,630 |
Stock Vested
| (1) Amounts in this column represent the restricted stock units held by each named executive officer that vested during the 2024 fiscal year, regardless of whether such restricted stock units actually settled during the year. For more information on deferred restricted stock units held by the named executive officers, see “Nonqualified Deferred Compensation” below. |
Stock Vested
| (2) Amounts in this column do not reflect value actually realized by the named executive officers. Rather, these amounts equal the number of restricted stock units vested multiplied by the closing price of our common shares on the applicable vesting date (or, if the vesting date was not a trading day, on the last trading day immediately prior to such date). |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We maintain the Calumet, Inc. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”) to encourage our officers to save for retirement and to assist us in retaining our officers. Pursuant to the Deferred Compensation Plan, a select group of management, including the named executive officers, and all of the non-employee directors are eligible to participate by making an annual irrevocable election to defer, in the case of management, all or a portion of their annual cash incentive award under the Cash Incentive Plan, and, in the case of non-management directors, all or none of their annual cash retainer. The deferred amounts are credited to participants’ accounts in the form of restricted stock units, with each restricted stock unit representing a notional unit that entitles the holder to receive either an actual common share or the cash value of a common share (determined by using the fair market value of a common share at the time a determination is needed). The restricted stock units credited to each participant’s account include dividend equivalent rights, which are credited to the participant’s account in the form of additional restricted stock units. In our sole discretion, we may make matching contributions of restricted stock units or purely discretionary contributions of restricted stock units, in amounts and at times as the Compensation Committee recommends and the Board approves. Participants will at all times be 100% vested in amounts they have deferred; however, amounts we have contributed may be subject to a vesting schedule, as determined appropriate by the Compensation Committee. Distributions from the Deferred Compensation Plan are payable on the earlier of the date specified by each participant on their deferral election form and the participant’s separation from service. Death, disability, normal retirement or a change in control will result in accelerated vesting of all unvested restricted stock units credited and require automatic distribution of the Deferred Compensation Plan benefits. Benefits will be distributed to participants in the form of our common shares, cash or a combination of common shares and cash at the election of the Compensation Committee. In the event that accounts are paid in common shares, such common shares will be distributed pursuant to the LTIP. Unvested portions of a participant’s account will be forfeited in the event that a distribution was due to a participant’s voluntary resignation or a termination for cause. To help ensure compliance with Section 409A of the Code, distributions to participants who are considered “specified employees” (as defined in Code Section 409A of the Code) may be delayed for a period of six months following such employees’ termination of employment with us. The table below sets forth information regarding the value of accumulated benefits of our named executive officers under the Deferred Compensation Plan as of December 31, 2024.
Nonqualified Deferred Compensation
| Name | Executive Contributions in 2024 ($) | Registrant Contributions in 2024 ($) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals / Distributions in 2024 ($) | Aggregate Balance at End of 2024 ($)(1) | | Todd Borgmann | — | — | 403,708 | (2,142,084) | — | | David Lunin | — | — | — | — | — | | Bruce Fleming | — | — | 1,763,069 | (4,009,225) | 5,345,663 | | Scott Obermeier | — | — | — | — | — | | Gregory Morical | — | — | 155,351 | — | 824,297 |
Nonqualified Deferred Compensation
| (1) The aggregate balance for each named executive officer as of December 31, 2024 was determined by multiplying all restricted stock units in each named executive officer’s account under the Deferred Compensation Plan by the closing price of our common shares on December 31, 2024 (the last trading day of 2024). The restricted stock units credited to each named executive officer’s account as of December 31, 2024 was as follows: (i) Mr. Fleming, 242,764, and (ii) Mr. Morical, 37,434. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We adopted the Company’s Change of Control Protection Plan, effective March 13, 2023 (the “CIC Plan”), pursuant to which each of our named executive officers are eligible to receive severance benefits upon an involuntary termination by us without cause or by the named executive officer for good reason, in each case, occurring within the three-month period immediately prior to or 12-month period immediately following a “change of control.” Payment of severance under the CIC Plan is contingent upon the executive entering into a release of claims with us. There is no eligibility for severance benefits under the CIC Plan if, in connection with an applicable change of control, the executive declines an offer of employment for a comparable position with a successor or acquirer. The following describes, for our named executive officers, the benefits that would be received under the CIC Plan in a qualifying termination circumstance:
Potential Payments Upon Termination or Change in Control
| • | 1.5x (for Mr. Borgmann) or 1.0x (for our other named executive officers) the sum of the executive’s (i) annual base salary plus (ii) target annual bonus for the year in which termination of employment occurs; |
Potential Payments Upon Termination or Change in Control
| • | Continued medical, dental, and vision benefits coverage for 12 months following the termination date; |
Potential Payments Upon Termination or Change in Control
| • | Reimbursement for up to $10,000 of outplacement services provided within six months following the termination date; and |
Potential Payments Upon Termination or Change in Control
| • | Accelerated vesting of all unvested time and performance-based awards under the LTIP, with performance-based awards vesting at the greater of target or actual performance through the termination date. |
Potential Payments Upon Termination or Change in Control
We believe these benefits are important retention tools and, specifically with respect to the change of control benefits, these benefits provide the named executive officers with a sense of stability, both in the middle of transactions that may create uncertainty regarding their future employment and post-termination as they seek future employment and an opportunity to realize value from these awards in the event of such transaction.
Quantification of Potential Payments
Quantification of Potential Payments The table below sets forth the amount of compensation or other benefits due to each named executive officer in the event of the specified terminations of employment or a change of control, assuming such termination or change of control occurred on December 31, 2024. The amounts below are only estimates of the amounts that would be received upon a change of control or termination of employment—the actual amount will only be determined at the time such event occurs.
Quantification of Potential Payments
| Name | Plan | Death; Normal Retirement ($) | Disability ($) | Qualifying Termination in Connection with Change of Control ($) | | Todd Borgmann | Cash Severance(1) | $— | $— | $3,000,000 | | | LTIP Restricted Stock Units(2) | 5,978,914 | 5,978,914 | 5,978,914 | | | Deferred Compensation Plan(2) | — | — | — | | | Post-Employment Health Care(3) | — | — | 28,370 | | | Outplacement Assistance(4) | — | — | 10,000 | | | Executive Long-Term Disability Coverage(5) | — | 108,000 | — | | | Total | $5,978,914 | $6,086,914 | $9,017,284 | | David Lunin | Cash Severance(1) | $— | $— | $962,064 | | | LTIP Restricted Stock Units(2) | 935,366 | 935,366 | 935,366 | | | Deferred Compensation Plan(2) | — | — | — | | | Post-Employment Health Care(3) | — | — | 16,419 | | | Outplacement Assistance(4) | — | — | 10,000 | | | Executive Long-Term Disability Coverage(5) | — | 108,000 | — | | | Total | $935,366 | $1,043,366 | $1,923,849 | | Bruce Fleming | Cash Severance(1) | $— | $— | $1,204,375 | | | LTIP Restricted Stock Units(2) | 6,630,552 | 6,630,552 | 6,630,552 | | | Deferred Compensation Plan(2) | — | — | — | | | Post-Employment Health Care(3) | — | — | 17,625 | | | Outplacement Assistance(4) | — | — | 10,000 | | | Executive Long-Term Disability Coverage(5) | — | 108,000 | — | | | Total | $6,630,552 | $6,738,552 | $7,862,552 | | Scott Obermeier | Cash Severance(1) | $— | $— | $949,200 | | | LTIP Restricted Stock Units(2) | 1,226,426 | 1,226,426 | 1,226,426 | | | Deferred Compensation Plan(2) | — | — | — | | | Post-Employment Health Care(3) | — | — | 33,388 | | | Outplacement Assistance(4) | — | — | 10,000 | | | Executive Long-Term Disability Coverage(5) | — | 108,000 | — | | | Total | $1,226,426 | $1,334,426 | $2,219,014 | | Gregory Morical | Cash Severance(1) | $— | $— | $731,502 | | | LTIP Restricted Stock Units(2) | 2,238,906 | 2,238,906 | 2,238,906 | | | Deferred Compensation Plan(2) | 13,124 | 13,124 | 13,124 | | | Post-Employment Health Care(3) | — | — | 28,370 | | | Outplacement Assistance(4) | — | — | 10,000 | | | Executive Long-Term Disability Coverage(5) | — | 108,000 | — | | | Total | $2,252,029 | $2,360,029 | $3,021,901 |
Quantification of Potential Payments
| (1) For all of our named executive officers, this amount represents the value of cash severance payable in connection with a qualifying termination of employment under the CIC Plan. |
Quantification of Potential Payments
| (2) The values reported with respect to LTIP restricted stock units and the Deferred Compensation Plan are based on the closing price of our common shares on December 31, 2024 of $22.02 and the total number of outstanding restricted stock units that would accelerate and vest upon a qualifying termination event or change of control. |
Quantification of Potential Payments
| (3) As per the CIC Plan, each of our named executive officers will receive continued medical dental and vision benefits coverage for 12 months following the date of termination at the employer’s expense if a qualifying termination occurs in connection with a change of control. |
Quantification of Potential Payments
| (4) As per the CIC Plan, each of our named executive officers will receive reimbursement for the cost of outplacement services with a provider designated by the employer, provided that the cost of such reimbursement will not exceed $10,000 and such services must be provided within six months following the date of termination if a qualifying termination occurs in connection with a change of control. |
Quantification of Potential Payments
| (5) Includes only the portion of each named executive officer’s long-term disability benefits that are in excess of the long-term disability benefits generally provided to employees of our general partner. |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our Company’s median compensated employee and the annual total compensation of Todd Borgmann, our Chief Executive Officer (“CEO”). To identify our Company’s median employee, as well as to determine the annual total compensation of our Company’s median employee and the CEO, we took the following steps:
CEO Pay Ratio
| • | We selected December 31, 2024, as our identification date for determining our median employee compensation. |
CEO Pay Ratio
| • | We determined that, as of December 31, 2024, our Company’s employee population consisted of approximately 1,630 individuals, all of whom were located in the United States. This population consisted of our full-time, part-time, and temporary employees. |
CEO Pay Ratio
| • | We used a consistently applied compensation measure to identify the median employee, namely 2024 W-2 wages as reflected in our payroll records. In addition, if the median employee was an eligible employee for our annual cash incentive plan award, we adjusted the median employee’s W-2 wages to include the amount of the short-term cash bonus the median employee was eligible to receive under the program for 2024. We did not annualize the compensation for any employees that were not employed by our Company for all of 2024. |
CEO Pay Ratio
| • | Our Company’s median employee was determined to be a full-time employee. After we identified our Company’s median employee, we calculated such employee’s annual total compensation for the 2024 year using the same methodology we used for our CEO as set forth in the “Total” column of our 2024 Summary Compensation Table included in this Annual Report. |
CEO Pay Ratio
For 2024, our last completed fiscal year:
CEO Pay Ratio
| • | The annual total compensation of the median employee of our Company (other than the CEO) was $106,519; |
CEO Pay Ratio
| • | The annual total compensation of the CEO, as reported in the Summary Compensation Table above, was $1,429,541; and |
CEO Pay Ratio
| • | Based on this information, for 2024 the ratio of the annual total compensation of our CEO to that of the median employee of our Company was approximately 13.4 to 1. |
CEO Pay Ratio
Our 2024 pay ratio is intended to be a reasonable estimate calculated in a manner consistent with SEC rules. Given the different methodologies that various public companies use to determine their estimates of pay ratio, including the different assumptions, exclusions, estimates and methodologies allowed under the SEC rules, and differing employment and compensation practices among companies, our reported pay ratio should not be used as a basis of comparison between us or our Company and other companies. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion & Analysis” above.
CEO Pay Ratio
| Year (a) | Summary Compensation Table Total for Mr. Borgmann ($)(1) (b) | Compensation Actually Paid to Mr. Borgmann ($)(2) (c) | Summary Compensation Table Total for Mr. Mawer ($)(1) (d) | Compensation Actually Paid to Mr. Mawer ($)(2) (e) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) (f) | Average Compensation Actually Paid to Non- CEO NEOs ($)(4) (g) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ in millions)(7) (j) | Adjusted EBITDA ($ in millions)(8) (k) | | | | | | | | | Total Shareholder Return ($)(5) (h) | Peer Group Total Shareholder Return ($)(6) (i) | | | | 2024 | 1,429,541 | 2,556,357 | — | — | 877,011 | 1,394,384 | 166.82 | 90.69 | (222.0) | 194.8 | | 2023 | 2,502,040 | 3,702,045 | — | — | 1,288,028 | 1,861,833 | 135.38 | 98.83 | 48.1 | 260.5 | | 2022 | 4,065,189 | 3,885,856 | 3,200,735 | 4,564,389 | 2,295,981 | 3,033,227 | 127.88 | 85.99 | (173.3) | 390.0 |
CEO Pay Ratio
| (1) The dollar amounts reported in columns (b) and (d) are the amounts for Mr. Borgmann, the Company’s CEO for each of the corresponding years, and Mr. Mawer, who served as the Company’s CEO from January through May 2022, in each case as reported in the “Total” column of the in our Summary Compensation Table for the applicable year. |
CEO Pay Ratio
| (2) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to the applicable CEO as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Borgmann or Mr. Mawer. In accordance with these rules, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. |
CEO Pay Ratio
| Compensation Actually Paid to Mr. Borgmann | 2024 | 2023 | 2022 | | Summary Compensation Table Total | 1,429,541 | 2,502,040 | 4,065,189 | | Less, value of “Stock Awards” (“Unit Awards” of our predecessor) reported in Summary Compensation Table | — | 1,750,000 | 2,195,828 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | — | 2,812,774 | 1,926,346 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 1,126,816 | 112,979 | 90,149 | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | — | 24,252 | — | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | — | | Compensation Actually Paid to Mr. Borgmann | 2,556,357 | 3,702,045 | 3,885,856 |
CEO Pay Ratio
| Compensation Actually Paid to Mr. Mawer | 2022 | | Summary Compensation Table Total | 3,200,735 | | Less, value of “Stock Awards” (“Unit Awards” of our predecessor) reported in Summary Compensation Table | 1,763,328 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 2,868,537 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 267,120 | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | (8,675) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation Actually Paid to Mr. Mawer | 4,564,389 |
CEO Pay Ratio
| (3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding the CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2024, Messrs. Lunin, Fleming, Obermeier, and Morical; and (ii) for 2022 and 2023, Messrs. Fleming, Obermeier, and Morical. |
CEO Pay Ratio
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
CEO Pay Ratio
| Average Compensation Actually Paid to Non-CEO NEOs | 2024 | 2023 | 2022 | | Average Summary Compensation Table Total | 877,011 | 1,288,028 | 2,295,981 | | Less, average value of “Stock Awards” (“Unit Awards” of our predecessor) reported in Summary Compensation Table | 96,206 | 750,000 | 1,204,492 | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 123,741 | 1,199,440 | 1,464,655 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | — | 13,308 | — | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | 497,049 | 91,305 | 135,928 | | Plus (less), average change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | (7,211) | 19,750 | 341,154 | | Less, average prior year-end fair value for any equity awards forfeited in the year | — | — | — | | Average Compensation Actually Paid to Non-CEO NEOs | 1,394,384 | 1,861,833 | 3,033,227 |
CEO Pay Ratio
| (5) Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price (or the Partnership’s unit price) at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Partnership’s unit price at the beginning of the measurement period. For each year in the table the beginning of the measurement period is December 31, 2021. For periods prior to July 11, 2024 (the date of the Conversion), the per unit price for the Partnership is shown, as the Company’s common stock was not traded. |
CEO Pay Ratio
| (6) The peer group used for this purpose is the following published industry index: S&P 400 Chemicals. |
CEO Pay Ratio
| (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |
CEO Pay Ratio
| (8) Adjusted EBITDA was the primary measurement used to link compensation to performance for fiscal 2024. Adjusted EBITDA is calculated as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; and (k) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense. |
Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table
Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table As described in more detail in the “Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid, Cumulative TSR and Peer Group TSR
Compensation Actually Paid, Cumulative TSR and Peer Group TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Adjusted EBITDA
Compensation Actually Paid and Adjusted EBITDA
Deferred Compensation Plan
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total | | James S. Carter | $104,000 | $134,667 | $238,667 | | Daniel J. Sajkowski | $92,500 | $100,000 | $192,500 | | Amy M. Schumacher | $86,500 | $128,833 | $215,333 | | Stephen P. Mawer | $137,500 | $195,000 | $332,500 | | Daniel L. Sheets | $106,500 | $100,000 | $206,500 | | Paul C. Raymond III | $92,500 | $130,833 | $223,333 | | Jennifer G. Straumins | $87,500 | $100,000 | $187,500 | | John (“Jack”) G. Boss | $109,000 | $125,433 | $234,433 | | Karen A. Twitchell | $104,000 | $100,000 | $204,000 |