DEF 14A of CVR Energy Inc, Apr 17, 2024

DEF 14A of CVR Energy Inc

Filed Apr 17, 2024 · FY20230001376139-24-000025

Open on EDGAR

  1. Board Composition

    Board Composition Our Board is currently comprised of four directors affirmatively determined by the Board to be independent directors (Jaffrey A. Firestone, Stephen Mongillo, Mark J. Smith, and James M. Strock), one employee director (David L. Lamp, our President and Chief Executive Officer (“CEO”)), and two non-management directors who are also employees of IEP (Dustin DeMaria and Ted Papapostolou). All of our existing directors served on the Board during 2023 except Messrs. DeMaria and Smith, who joined the Board in March 2024. During 2023, two other individuals who are affiliated with IEP served as non-management directors (Hunter C. Gary from January 1, 2023 until December 31, 2023 and thereafter until his resignation from the Board on March 15, 2024 and David Willetts from January 1, 2023 until March 17, 2023). None of our director nominees currently have any family relationship with any other director or any executive officer. The table below sets forth the names and ages of each of the nominees for our Board (each of whom is an existing director) and the month and year they first joined our Board.

  2. Board Composition

    | Name | Age | Position | Joined Board | | Ted Papapostolou | 44 | Director and Chairman of the Board | March 2023 | | Dustin DeMaria | 34 | Director | March 2024 | | Jaffrey (Jay) A. Firestone | 67 | Director | April 2020 | | David L. Lamp | 66 | Director, President and CEO | January 2018 | | Stephen Mongillo | 62 | Director | May 2012 | | Mark J. Smith | 65 | Director | March 2024 | | James M. Strock | 67 | Director | May 2012 |

  3. Board Composition

    Detailed descriptions of the backgrounds, experience, and qualifications of our directors can be found in “Proposal 1” (Elect Seven Director Nominees). As required by our Corporate Governance Guidelines, the Board periodically evaluates the composition of the Board, including the skill sets, diversity, leadership qualities, background, and experience of its directors. The Board believes its current structure and composition is best for the Company and its stockholders at this time.

  4. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  5. Director Compensation Program

    Director Compensation Program In October 2022, the Board, upon the recommendation of the Compensation Committee, elected to keep the compensation paid to its directors who are not officers or employees of CVR Energy or its affiliates (including IEP) (“Non-Employee Directors”), for 2023 the same as it has been since 2018. During 2023, the Non-Employee Directors received the following compensation: •An annual cash retainer of $50,000, payable in quarterly installments; •An annual cash retainer for service as a committee Chairman or as a member of, of $5,000 and $1,000, respectively, payable in quarterly installments; and •Reimbursement for out-of-pocket expenses in connection with attending meetings of the Board and its committees and for director-related education expenses up to a maximum amount of $1,500 per year. During 2023, only our directors who are not employees of either CVR Energy, IEP, or their affiliates, Messrs. Firestone, Mongillo, and Strock, received compensation for their service on the Board or its committees. Each such individual was entitled to reimbursement of certain travel expenses incurred in connection with their service on the Board and its committees. The following table sets forth the compensation earned by each Non-Employee Director for the year ended December 31, 2023:

  6. Director Compensation Program

    | Name | Fees Earned or Paid in Cash (1) | All Other Compensation | Total | | Jaffrey (Jay) A. Firestone (2) | $53,000 | $— | $53,000 | | Stephen Mongillo | 57,000 | — | 57,000 | | James M. Strock (3) | 61,000 | — | 61,000 |

  7. Director Compensation Program

    (1)Amounts reflected in this column represent the annual retainer fees for services as a director, including those associated with committee membership and for service in chair positions. (2)Mr. Firestone’s fees were paid in the Canadian dollar equivalent of $53,000 USD based on the Bank of Canada rate for the day prior to entering each installment transaction in the payment system. (3)Mr. Strock’s fees were paid to Serve to Lead, Inc., where he serves as the Chief Executive Officer and is the sole shareholder.

  8. ELECT SEVEN DIRECTOR NOMINEES

    ELECT SEVEN DIRECTOR NOMINEES

  9. ELECT SEVEN DIRECTOR NOMINEES

    | THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING DIRECTOR NOMINEES: | | | | | | | | Ted Papapostolou | | Dustin DeMaria | | Jaffrey A. Firestone | | David L. Lamp | | | Stephen Mongillo | | Mark J. Smith | | James M. Strock | |

  10. ELECT SEVEN DIRECTOR NOMINEES

    Our Board oversees the management of our business and has fixed the number of directors on the Board at seven. Directors are elected annually at our Annual Meeting. Our current directors, Messrs. Papapostolou, DeMaria, Firestone, Lamp, Mongillo, Smith, and Strock (collectively, the “Director Nominees” and individually a “Director Nominee”), stand for election at this 2024 Annual Meeting, to serve on our Board until the 2025 Annual Meeting of Stockholders or until their successors are elected and qualified.

  11. Recommendation of the Board

    Recommendation of the Board Our Board recommends that stockholders vote “FOR ALL” Director Nominees. Each Director Nominee has indicated his willingness to serve as a director, if elected. If for any reason any of the Director Nominees should become unable to serve as a director prior to the Annual Meeting, the proxy holders may vote for the election of a substitute nominee designated by the Board, or the Board may reduce its size. The Director Nominees for this year’s election bring valuable diversity to the Board in terms of industries represented, experience, and tenure, factors which we consider holistically when evaluating Board diversity. The Board believes each director who has been nominated is qualified to serve as a director due to the experience summarized below in the Director Nominee Skills and Experience Matrix and their biographies that follow, among other experience. The key skills identified below are those that the Board has determined to be important in light of Company’s business and strategic goals.

  12. Recommendation of the Board

    | Director Nominee Skills and Experience Matrix | | | | | | | | | Key Skills / Experience | Papapostolou | DeMaria | Firestone | Lamp | Mongillo | Smith | Strock | | Public Company | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Executive Leadership | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance & Accounting | ✓ | ✓ | ✓ | | ✓ | | ✓ | | Legal / Regulatory / Compliance | ✓ | | | ✓ | | ✓ | ✓ | | Human Resources / Executive Compensation | ✓ | | ✓ | ✓ | | ✓ | ✓ | | Risk Management | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Industry / Operations | | | | ✓ | | ✓ | | | Information Technology / Cybersecurity | | ✓ | | | | ✓ | ✓ | | ESG / Sustainability / EH&S | | | ✓ | ✓ | | ✓ | ✓ |

  13. Recommendation of the Board

    Our Director Nominees have a wide range of additional skills and experience not mentioned above, which they will bring to their role as directors. Additionally, the lack of a checkmark for a particular skill does not mean that the Director Nominee does not possess that skill or experience, and instead the presence of a checkmark indicates that the skill is a core competency of that Director Nominee. The skills and experiences of our Director Nominees are further described in their biographies on the following pages.

  14. DIRECTOR NOMINEES:1

    DIRECTOR NOMINEES:1

  15. DIRECTOR NOMINEES:1

    | Ted Papapostolou | | | | Director, Chairman of the Board | | | | Age: 44 | Key Skills and Expertise: | | | Director since: 2023 | ✓ Public Company ✓ Executive Leadership ✓ Finance & Accounting | ✓ Legal/Regulatory/Compliance ✓ Human Resources/Executive Compensation ✓ Risk Management | | | Career Highlights: | | | Board Committees: Compensation Governance Special | ❖ Icahn Enterprises L.P., Chief Financial Officer (since 2021); Chief Accounting Officer (2020 -2023); progressive accounting positions (2007-2020) | | | | Other Public Company Directorships (current): Icahn Enterprises L.P. (since 2021); Viskase Companies, Inc. (since 2020) | | | | Other Professional Experience and Community Involvement: Expertise in accounting and audit practices and serving in key leadership roles with public entities | | | | Education: Hofstra University, B.B.A.; Saint John’s University, MBA | |

  16. DIRECTOR NOMINEES:1

    | Dustin DeMaria | | | | Director | | | | Age: 34 | Key Skills and Expertise: | | | Director since: 2024 | ✓ Public Company ✓ Finance & Accounting | ✓ Information Technology/Cybersecurity | | | Career Highlights: | | | Board Committees: Compensation, Chair | ❖ Icahn Enterprises L.P., Financial Analyst (since 2022) | | | | ❖ Moelis & Company, Investment Banking Associate (2019 - 2021) | | | | Other Public Company Directorships (current): Viskase Companies, Inc. (since 2023) | | | | Other Professional Experience and Community Involvement: Expertise in management roles in the finance and investment banking industry; Director, Zipari, Inc. (May 2021 - February 2022) | | | | Education: Roanoke College, B.B.A; Cornell University, MBA | |

  17. DIRECTOR NOMINEES:1

    1 Each of CVR Partners, CVR Refining, LP, IEP, Viskase Companies, Inc., and Voltari Corporation are or previously were indirectly controlled by Mr. Carl C. Icahn. Mr. Icahn also has or had a non-controlling interest in Enzon Pharmaceuticals, Inc. and Sandridge Energy, Inc.

  18. DIRECTOR NOMINEES:1

    | Jaffrey (Jay) A. Firestone | | | | Independent Director | | | | Age: 67 | Key Skills and Expertise: | | | Director since: 2020 | ✓ Public Company ✓ Executive Leadership ✓ Finance & Accounting | ✓ Human Resources/Executive Compensation ✓ Risk Management ✓ ESG/Sustainability/EH&S | | | Career Highlights: | | | Board Committees: Audit Compensation EH&S | ❖ Prodigy Pictures, Inc., Chairman and Chief Executive Officer (since 2006) | | | | ❖ Over 18-years of experience in senior executive roles in the technology, energy and petroleum, chemical, and other industries | | | | Other Public Company Directorships (current): Enzon Pharmaceuticals, Inc. (since 2022); Sandridge Energy, Inc. (since 2021) | | | | Other Public Company Directorships (within past 5 years): Voltari Corporation (2011-2019) | | | | Other Professional Experience and Community Involvement: Experience in financial reporting and service on other boards; Former Director, The Academy of Canadian Cinema and Television; Former Director, The Academy of Television Arts and Sciences International Council | | | | Education: McMasters University, Bachelor of Commerce | |

  19. DIRECTOR NOMINEES:1

    | David L. Lamp | | | | Director, President and Chief Executive Officer | | | | Age: 66 | Key Skills and Expertise: | | | Director since: 2018 | ✓ Public Company ✓ Executive Leadership ✓ Legal/Regulatory/Compliance ✓ Human Resources/Executive Compensation | ✓ Risk Management ✓ Industry/Operations ✓ ESG/Sustainability/EH&S | | | Career Highlights: | | | Board Committees: Special | ❖ CVR Energy, Inc., President & CEO (since 2017) | | | | ❖ Executive Chairman (since 2017) and Chairman of the Board of Directors (2018-2023) of the general partner of CVR Partners | | | | ❖ Over 40-years of technical, commercial and operational experience in the refining and chemical industries, including with Western Refining, Inc. (“WNR”), Northern Tier Energy LP (“NTI”), and HollyFrontier Corporation | | | | Other Public Company Directorships (current): CVR Partners, LP (since 2018) | | | | Other Public Company Directorships (within past 5 years): CVR Refining, LP (2018-2019) | | | | Education: Michigan State University, B.S. Chemical Engineering | |

  20. DIRECTOR NOMINEES:1

    | Stephen Mongillo | | | | Independent Director | | | | Age: 62 | Key Skills and Expertise: | | | Director since: 2012 | ✓ Public Company ✓ Executive Leadership | ✓ Finance & Accounting ✓ Risk Management | | | Career Highlights: | | | Board Committees: Audit, Chair Governance Special | ❖ AMPF, Inc, Chairman and Chief Executive Officer (since 2012) | | | | ❖ Over 25-years of experience in the financial industry and strong understanding of the complex business and financial issues encountered by large, complex companies | | | | Other Public Company Directorships (current): Icahn Enterprises L.P. (since 2020) | | | | Other Professional Experience and Community Involvement: Equity Member, Manufactured Housing Partners LLC (since 2022); Managing Partner, Elkmont Capital (since 2011) | | | | Education: Trinity College, B.A.; Dartmouth College, MBA | |

  21. DIRECTOR NOMINEES:1

    | Mark J. Smith | | | | Independent Director | | | | Age: 65 | Key Skills and Expertise: | | | Director since: 2024 | ✓ Public Company ✓ Executive Leadership ✓ Legal/Regulatory/Compliance ✓ Human Resources/Executive Compensation | ✓ Risk Management ✓ Industry/Operations ✓ Information Technology/Cybersecurity ✓ ESG/Sustainability/EH&S | | | Career Highlights: | | | Board Committees: EH&S | ❖ Philadelphia Energy Solutions (PES) Liquidating Trust, Plan Administrator (since June 2020) | | | | ❖ Fulcrum Bioenergy, Inc., Chief Restructuring Officer (since April 2024) | | | | ❖ PES, Chief Executive Officer & Director (2018-2020) | | | | ❖ Over 40-years of experience in executive leadership and general management in petroleum refining and associated businesses | | | | Other Professional Experience and Community Involvement: consultant in the energy industry (since April 2024); President Refining and Marketing, Western Refining, Inc. (2006-2017); Vice President of Operations, CITGO Petroleum Corp. | | | | Education: Pennsylvania State University, B.S. Chemical Engineering; Oklahoma State University, MBA | |

  22. DIRECTOR NOMINEES:1

    | James M. Strock | | | | Independent Director | | | | Age: 67 | Key Skills and Expertise: | | | Director since: 2012 | ✓ Public Company ✓ Executive Leadership ✓ Finance & Accounting ✓ Legal/Regulatory/Compliance ✓ Human Resources/Executive Compensation | ✓ Risk Management ✓ Industry/Operations ✓ Information Technology/Cybersecurity ✓ ESG/Sustainability/EH&S | | | Career Highlights: | | | Board Committees: Audit Governance, Chair EH&S, Chair | ❖ Serve to Lead Group, Inc., Chief Executive Officer (since 1997) | | | | ❖ Experienced executive in diverse sectors including: finance, manufacturing, transportation, technology, defense, aerospace, health care, real estate, chemicals, professional services, insurance, environmental safety and health, remediation, clean tech, sustainability, and energy | | | | Other Professional Experience and Community Involvement: California’s founding Secretary for Environmental Protection and as Assistant Administrator for Enforcement (Chief Law Enforcement Officer) of the U.S. Environmental Protection Agency; Served to Captain in the United States Army Reserve-Judge Advocate general’s Corps (USAR-JAGC) | | | | Education: Harvard College, B.A.; Harvard Law School, J.D. | |

  23. DIRECTOR NOMINEES:1

    Please indicate your vote for Proposal 1 (Elect Seven Director Nominees). Your vote may be cast “FOR ALL” of the Director Nominees, “WITHHOLD ALL” of the Director Nominees, or “FOR ALL EXCEPT” with respect to one or more of the Director Nominees. If you withhold your vote with respect to any Director Nominee, your vote will have no effect on the election of such nominee.

  24. Compensation Process for 2023

    | Element | Primary Objectives | Approved 2023 Compensation | | Base Salary | •Attract and retain high-caliber executives to lead the Company •Provide competitive financial incentives •Reward individual performance | 2023 Base Salary increased between 3.5% and 16.1% based on individual performance and/or total relative compensation levels* | | Annual Performance-Based Bonus | •Attract and retain high-caliber executives to lead the Company •Incentivize important business priorities •Align interests of executives with those of our stockholders •Provide competitive financial incentives | Same target payout percentages as 2022 and substantially equivalent plan document and performance metrics as described below | | Long Term Incentive Awards | •Attract and retain high-caliber executives to lead the Company •Align interests of executives with those of stockholders •Provide competitive financial incentives •Promote continuity and retention of management | Same percentage of Base Salary and terms as 2022, vesting ratably over three years subject to vesting conditions |

  25. 2023 Target Compensation Mix

    2023 Target Compensation Mix (1)Comprised of our CEO’s (i) 2023 base salary, (ii) target annual performance-based bonus opportunity awarded by the Compensation Committee under the 2023 CVR Energy, Inc. Performance-Based Bonus Plan (the “2023 CVI Plan”), and (iii) target long-term incentive awards in connection with the long-term incentive plan of CVR Energy (the “CVI LTIP”). Actual compensation may differ therefrom. (2)Comprised of the average of the named executive officers’ (excluding our CEO’s) compensation determined by the Compensation Committee or the UAN Committee, as applicable, comprised of: (i) 2023 base salaries; (ii) target annual performance-based bonus opportunities awarded under the 2023 CVI Plan or the 2023 CVR Partners, LP Performance- Based Bonus Plan (the “2023 UAN Plan”), as applicable; and (iii) target long-term incentive awards in connection with the CVI LTIP or the CVR Partners long-term incentive plan (the “UAN LTIP”), as applicable. Actual compensation may differ therefrom.

  26. Compensation Elements for 2023

    (1)Mr. Lamp’s base salary is defined in his 2021 Employment Agreement and is fixed for the duration of the term, unless adjusted upward by the Compensation Committee in its sole and absolute discretion. Mr. Lamp’s salary did not increase in 2023. (2)Mr. Neumann’s 2022 base salary reflects actual compensation received in 2022, which includes increases approved by the Compensation Committee in March and October 2022 due in part to his strong performance. His base salary approved in October 2022 was $500,000, which was in place until 2023 base salary was established in February of 2023, representing a 5% increase. (3)Mr. Pytosh’s base salaries for 2023 and 2022 comprised $251,709 and $243,197, respectively, determined by the Compensation Committee and $377,564 and $364,796, respectively, determined by the UAN Committee. (4)Mr. Wright’s 2022 base salary is the salary approved by the Compensation Committee in connection with his appointment as Chief Operating Officer in January 2022. 2022 Annual Performance-Based Bonus Plan Results. In February 2023, the Compensation Committee evaluated the metrics included in the CVR Energy, Inc. 2022 Performance-Based Bonus Plan (the “2022 CVI Plan”), as well as the Compensation Committee’s objectives of rewarding employees (including named executive officers) for measured performance, aligning employee’s interests with those of its stockholders, encouraging employees to focus on targeted performance, and providing employees with the opportunity to earn additional compensation based on their and the Company’s performance. In February 2023, based on these considerations and after determining that CVR Energy had achieved the Adjusted EBITDA Threshold under the 2022 CVI Plan, the Compensation Committee approved payouts to Messrs. Lamp, Neumann, Pytosh, and Wright, and Ms. Buhrig under the 2022 CVI Plan of $1,947,100, $650,200, $373,500, $648,300 and $886,000, respectively, approximately 118% of their target annual bonus, which were paid in 2023. In February 2023, the UAN Committee evaluated the metrics included in the CVR Partners, LP 2022 Performance-Based Bonus Plan (the “2022 UAN Plan”), which applies to all eligible employees of the Partnership’s subsidiaries and Mr. Pytosh, and the UAN Committee’s objectives which are generally aligned with those of the Compensation Committee detailed above, and after determining that CVR Partners had achieved the Adjusted EBITDA Threshold under the 2022 UAN Plan, approved payout to Mr. Pytosh under the 2022 UAN Plan of $478,000, approximately 97% of his respective target annual bonus based on his base salary for CVR Partners. Other than Mr. Pytosh, no named executive officers received a payout under the 2022 UAN Plan. 2023 Annual Performance-Based Bonus Plan. In February 2023, the Compensation Committee considered the objectives and factors detailed above and, following consultation with Mr. Lamp: •Approved the 2023 CVI Plan, which applies to all full-time employees of CVR Energy and its subsidiaries (other than employees of CVR Partners and its subsidiaries); and •Elected to keep target payouts (as a percentage of base salary) under the 2023 CVI Plan the same as the prior year for the named executive officers, or 150% for Mr. Lamp, 135% for Mr. Pytosh, and 120% for Messrs. Neumann and Wright and Ms. Buhrig. As with the 2022 CVI Plan, payout under the 2023 CVI Plan was dependent first on achievement of an Adjusted EBITDA Threshold1 and then on achievement under the performance measures as specified below, which contain terms generally equivalent to the 2022 CVI Plan, subject to adjustments to the reliability measures and return on capital employed (“ROCE”) bonus achievement thresholds, as well as to the definition of Adjusted EBITDA, among other definitions. Notwithstanding the foregoing, under the 2023 CVI Plan the Compensation Committee may, in its sole and absolute discretion, wave the Adjusted EBITDA Threshold requirement, increase, decrease, or otherwise adjust performance measures, targets, and payout ranges used under the 2023 CVI Plan as a result of extraordinary or non-recurring events other events,

  27. EH&S Measures (25%)

    | Percentage Change (over the prior year) | Bonus Achievement | | Increase in TRIR, PSIR or EE | Zero | | 0% | 50% of Target Percentage (Threshold) | | Decrease > 0% and < 3% | Linear Interpolation between Threshold and Target | | Decrease of 3% | Target Percentage | | Decrease > 3% and < 10% | Linear Interpolation between Target and Maximum | | Decrease of 10% or more, or if TRIR is maintained at or below 1.0, PSIR at or below 0.2 and EE at or below 20 | 150% of Target (Maximum) |

  28. Financial Measures (75%)

    | Reliability | Bonus Achievement | | Greater than 7.0% | Zero | | 7.00% | 50% of Target Percentage (Threshold) | | 5.01% to 6.99% | Linear Interpolation between Threshold and Target | | 5.00% | Target Percentage | | 4.0% to 4.99% | Linear Interpolation between Target and Maximum | | Less than 4.0% | 150% of Target (Maximum) |

  29. Financial Measures (75%)

    | Equipment Utilization (compared to plan) | Bonus Achievement | | Less than 95% | Zero | | 95% | 50% of Target Percentage (Threshold) | | 95.01% to 99.99% | Linear Interpolation between Threshold and Target | | 100% | Target Percentage | | 100.01% to 104.99% | Linear Interpolation between Target and Maximum | | Greater than 105% | 150% of Target (Maximum) |

  30. Financial Measures (75%)

    1 Per the 2023 CVI Plan, (a) Adjusted EBITDA means the Adjusted EBITDA under the Refining Performance-Based Bonus Plan (“2023 Refining Plan”) and the 2023 UAN Plan, weighted on an absolute basis; and (b) the Adjusted EBITDA Threshold means actual maintenance and sustaining capital expenditures plus reserves for turnaround expenses plus interest on debt for the given performance period and board-directed actions. The Adjusted EBITDA Threshold is not the equivalent of Adjusted EBITDA as reflected in the 2023 Annual Report. The 2023 Refining Plan contains the same performance measures as the 2023 CVI Plan and 2023 UAN Plan.

  31. Financial Measures (75%)

    | Operating Expense (compared to budget) | Bonus Achievement | | Greater than 103.0% | Zero | | 103% | 50% of Target Percentage (Threshold) | | 100.1% to 102.99% | Linear Interpolation between Threshold and Target | | 100% | Target Percentage | | 95.0% to 99.99% | Linear Interpolation between Target and Maximum | | Less than 95% | 150% of Target (Maximum) |

  32. Financial Measures (75%)

    | ROCE (Ranking vs. Peer Group) | Bonus Achievement | | First (highest) | 150% of Target (Maximum) | | Second | 125% of Target Percentage | | Third | 112.5% of Target Percentage | | Fourth | Target Percentage (100%) | | Fifth | 50% of Target Percentage | | Sixth | Zero | | Seventh | Zero |

  33. Financial Measures (75%)

    In setting the peer group under the 2023 CVI Plan, the Compensation Committee, in consultation with Messrs. Lamp and Pytosh, evaluated the refining and nitrogen fertilizer business environments, assessed publicly traded entities in similar business lines and subject to similar regulations as the Company, and thereafter elected to keep peer groups under the 2023 CVI Plan the same as the 2022 CVI Plan, as follows:

  34. Financial Measures (75%)

    | Refining Peer Group | | Fertilizer Peer Group | | | Delek US Holdings, Inc. | Marathon Petroleum Co. | CF Industries Holdings, Inc. | LSB Industries, Inc. | | HF Sinclair Corporation | Par Pacific Holdings, Inc. | Flotek Industries, Inc. | Nutrien Ltd. | | PBF Energy, Inc. | Valero Energy Corp. | Green Plains Partners LP | The Andersons, Inc. |

  35. Financial Measures (75%)

    | | Measure | Measure Achievement | Payout Achievement | Weighted % Achievement | | EH&S | TRIR (8.33%) | Increase | 0% | —% | | | PSIR (8.33%) | Maintained below 1.0 | 150 % | 12.50% | | | EE (8.33%) (1) | Less than 20 | 150% | 12.50% | | Financial (1) | Reliability (18.75%) | 1.9% | 150% | 28.13% | | | Equipment Utilization (18.75%) | 100.7% | 109% | 20.44% | | | Operating Expenses (18.75%) | 104.7% | 39% | 7.31% | | | ROCE (18.75%) | First | 144% | 27.00% | | Total Measure Achievement | | | | 108% | | Payout | | | | 108% |

  36. Financial Measures (75%)

    | | Measure | Measure Achievement | Payout Achievement | Weighted % Achievement | | EH&S | TRIR (8.33%) | Increase | 0% | —% | | | PSIR (8.33%) | Decrease of 100% | 150% | 12.50% | | | EE (8.33%) | Less than 20 | 150% | 12.50% | | Financial | Reliability (18.75%) | 1.7% | 150% | 28.13% | | | Equipment Utilization (18.75%) | 103.0% | 127% | 23.81% | | | Operating Expenses (18.75%) | 110.0% | —% | —% | | | ROCE (18.75%) | Second | 125% | 23.44% | | Total Measure Achievement | | | | 100% | | Payout | | | | 100% |

  37. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation for our named executive officers for the years ended December 31, 2023, 2022, and 2021. As of December 31, 2023, all of our named executive officers were employed by an indirect subsidiary of CVR Energy. The compensation shown reflects the portion of such named executive officers’ compensation defined by the Compensation Committee and attributable to services performed for our business, including the portion of such named executive officers’ compensation attributable to services performed for CVR Partners.

  38. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total | | David L. Lamp, President and Chief Executive Officer | 2023 | $1,100,000 | $— | $1,592,076 | $1,782,100 | $26,658 | $4,500,834 | | | 2022 | 1,100,000 | — | 1,247,425 | 1,947,100 | 26,312 | 4,320,837 | | | 2021 | 1,000,000 | — | 1,196,795 | 1,710,000 | 3,564 | 3,910,359 | | Dane J. Neumann, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | 2023 | $522,500 | $150,000 | $604,967 | $699,000 | $20,286 | $1,996,753 | | | 2022 | 450,000 | — | 453,609 | 650,200 | 18,740 | 1,572,549 | | | 2021 | 286,961 | — | 382,965 | 250,400 | 440 | 920,766 | | Mark A. Pytosh, Executive Vice President—Corporate Services | 2023 | $629,273 | $— | $1,181,850 | $865,700 | $22,122 | $2,698,945 | | | 2022 | 607,993 | — | 1,023,993 | 851,500 | 20,622 | 2,504,108 | | | 2021 | 590,284 | — | 1,041,190 | 834,100 | 2,322 | 2,467,896 | | Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary | 2023 | $631,875 | $200,000 | $731,381 | $843,800 | $20,610 | $2,427,666 | | | 2022 | 598,934 | — | 543,574 | 886,000 | 19,110 | 2,047,618 | | | 2021 | 570,413 | — | 545,738 | 793,500 | 810 | 1,910,461 | | Michael H. Wright, Jr., Executive Vice President and Chief Operating Officer | 2023 | $517,500 | $— | $599,199 | $656,500 | $21,042 | $1,794,241 | | | 2022 | 500,000 | — | 873,225 | 648,300 | 19,120 | 2,040,645 |

  39. Summary Compensation Table

    (1)Amounts in this column reflect the base salaries of the named executive officers, and (i) for 2022, (a) for Mr. Neumann, the total base salary received, including as a result of salary adjustments approved by the Compensation Committee in February and October 2022; and (b) for Mr. Wright, the total base salary received in 2022, including for time periods prior to his appointment to Chief Operating Officer in January 2022; and (ii) for 2021, for Mr. Neumann, total compensation received, including for time periods prior to his appointment to Chief Financial Officer in October 2021. (2)Amounts in this column include a discretionary bonus amount, if any, paid based on individual performance, significant achievements, and related factors. Amounts in this column for 2023 for Mr. Neumann and Ms. Buhrig represent one-time bonuses in recognition of their respective outstanding performance in connection with, and the successful completion of, CVR Energy’s effort to transform its business by segregating its renewables business, operations and assets from its other business lines. (3)Amounts in this column reflect the aggregate grant date fair value, as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”), of incentive units granted to each named executive officer during the periods specified in connection with the CVI LTIP, and additionally for Mr. Pytosh, phantom units granted in connection with the UAN LTIP. (4)Amounts in this column reflect amounts earned under the CVR Energy performance based bonus plan for the applicable year, and additionally for Mr. Pytosh, amounts earned under the CVR Partners’ performance-based bonus plan for the applicable year, each of which were paid in the following year. (5)Amounts in this column include the following:

  40. Summary Compensation Table

    | Name | 401(k) Plan (a) | Life Insurance (b) | Other | | David L. Lamp | $19,800 | $6,858 | $— | | Dane J. Neumann | 19,800 | 486 | — | | Mark A. Pytosh | 19,800 | 2,322 | — | | Melissa M. Buhrig | 19,800 | 810 | — | | Michael H. Wright, Jr. | 19,800 | 1,242 | — |

  41. Summary Compensation Table

    (a)Reflects employer contributions under the 401(k) plan. (b)Reflects the imputed income amount that is included in taxable income for each named executive officer pursuant to the Group Term Life Insurance Plan.

  42. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning amounts that could have been earned by our named executive officers under the 2023 CVI Plan and, additionally with respect to Mr. Pytosh, under the 2023 UAN Plan, as well as amounts that were granted in connection with the CVI LTIP and, with respect to Mr. Pytosh, granted in connection with the UAN LTIP during 2023:

  43. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | Name | Bonus Plan / Award Type | Grant Date (3) | Threshold (4) | Target | Maximum | Number of Shares of Stock or Units | Grant Date Fair Value | | David L. Lamp | 2023 CVI Plan | 2/17/23 | $68,756 | $1,650,000 | $2,475,000 | — | — | | | Incentive Units | 12/13/23 | — | — | — | 52,165 | $1,592,076 | | Dane J. Neumann | 2023 CVI Plan | 2/17/23 | $26,127 | $627,000 | $940,500 | — | — | | | Incentive Units | 12/13/23 | — | — | — | 19,822 | $604,967 | | Mark A. Pytosh | 2023 CVI Plan | 2/17/23 | $14,160 | $339,807 | $509,711 | — | — | | | 2023 UAN Plan | 2/17/23 | 21,240 | 509,711 | 764,567 | — | — | | | Incentive Units | 12/13/23 | — | — | — | 15,921 | $485,909 | | | Phantom Units | 12/13/23 | — | — | — | 11,066 | 695,941 | | Melissa M. Buhrig | 2023 CVI Plan | 2/17/23 | $31,596 | $758,250 | $1,137,375 | — | — | | | Incentive Units | 12/13/23 | — | — | — | 23,964 | $731,381 | | Michael H. Wright, Jr. | 2023 CVI Plan | 2/17/23 | $25,877 | $621,000 | $931,500 | — | — | | | Incentive Units | 12/13/23 | — | — | — | 19,633 | $599,199 |

  44. Grants of Plan-Based Awards

    (1)Amounts in these columns reflect amounts that could have been earned by the named executive officers under the applicable plan in respect of 2023 performance with respect to each performance measure, excluding the impact of any individual discretionary performance adjustments. The performance measures for 2023 under the plans were set by the Compensation Committee and the UAN Committee, as applicable, as described in the “Compensation Discussion and Analysis”. (2)Amounts in these columns reflect the number of and grant date fair value, as calculated in accordance with ASC 718, of (i) incentive units awarded to Messrs. Lamp, Neumann, Pytosh and Wright and Ms. Buhrig during 2023 as part of 2024 compensation in connection with the CVI LTIP; and (ii) phantom units awarded to Mr. Pytosh during 2023 as part of 2024 compensation in connection with the UAN LTIP. (3)The Grant Date reflected for the 2023 CVI Plan and the 2023 UAN Plan reflects the date the Compensation Committee or the UAN Committee, as applicable, approved the 2023 CVI Plan and the 2023 UAN Plan, respectively. (4)For the 2023 CVI Plan and the 2023 UAN Plan, “Threshold” represents the minimum payout thereunder, assuming CVR Energy and CVR Partners, as applicable, each (a) satisfied the Adjusted EBITDA Threshold, and (b) achieved performance under one EH&S measure equal to the prior year performance, resulting in payout of 50% of the 8.33% measure value, or 4.167% of total target payout. For more information and full description of the 2023 CVI Plan and the 2023 UAN Plan, see “Compensation Discussion and Analysis.” However, in certain circumstances, including in the event the Adjusted EBITDA Threshold is not achieved, the named executive officers may receive payout that is less than the Threshold or zero.

  45. Outstanding Equity Awards at Fiscal Year End 2023

    Outstanding Equity Awards at Fiscal Year End 2023 The following table sets forth information concerning outstanding incentive unit awards granted by CVR Energy, as well as outstanding phantom unit awards granted by CVR Partners, that were held by the named executive officers as of December 31, 2023. All of the outstanding shares or units reflected below are subject to accelerated vesting under certain circumstances as described in more detail in the section titled “Change-in-Control and Termination Payments”.

  46. Outstanding Equity Awards at Fiscal Year End 2023

    | | | | Equity Awards That Have Not Vested | | | Name | Award Type (1) | Grant Date | Number of Shares or Units | Market Value of Shares or Units (2) | | David L. Lamp | Incentive Units | 12/8/21 | 24,177 | $957,409 | | | Incentive Units | 12/14/22 | 27,925 | 971,790 | | | Incentive Units | 12/13/23 | 52,165 | 1,580,600 | | Dane J. Neumann | Incentive Units | 12/8/21 | 7,736 | $306,346 | | | Incentive Units | 12/14/22 | 10,154 | 353,359 | | | Incentive Units | 12/13/23 | 19,822 | 600,607 | | Mark A. Pytosh | Phantom Units | 12/8/21 | 2,924 | $325,851 | | | Incentive Units | 12/8/21 | 7,614 | 301,514 | | | Phantom Units | 12/14/22 | 4,000 | 368,480 | | | Incentive Units | 12/14/22 | 8,232 | 286,474 | | | Phantom Units | 12/13/23 | 11,066 | 724,823 | | | Incentive Units | 12/13/23 | 15,921 | 482,406 | | Melissa M. Buhrig | Incentive Units | 12/8/21 | 11,025 | $436,590 | | | Incentive Units | 12/14/22 | 12,168 | 423,446 | | | Incentive Units | 12/13/23 | 23,964 | 726,109 | | Michael H. Wright | Incentive Units | 12/8/21 | 3,078 | $121,889 | | | Incentive Units | 2/16/22 | 13,226 | 523,750 | | | Incentive Units | 12/14/22 | 10,154 | 353,359 | | | Incentive Units | 12/13/23 | 19,633 | 594,880 |

  47. Outstanding Equity Awards at Fiscal Year End 2023

    (1)These incentive or phantom units vest ratably in annual installments in each of the three years following the date of grant, subject to the terms of the applicable award agreement. (2)This column represents the number of unvested units outstanding on December 31, 2023, multiplied by: (a) for incentive units issued on December 13, 2023, $30.30 (the December 31, 2023, closing price of CVR Energy common stock (the “CVI Closing Price”)); (b) for incentive units issued on December 14, 2022, $34.80 (equal to the CVI Closing Price plus $4.50 in accrued dividends); (c) for incentive units issued on December 8, 2021 and February 16, 2022, $39.60 (equal to the CVI Closing Price plus $9.30 in accrued dividends); (d) for phantom units issued on December 13, 2023, $65.50 (equal to the December 31, 2023 closing price of CVR Partners’ common units (the “UAN Closing Price”)); (e) for phantom units issued on December 14, 2022, $92.12 (equal to the UAN Closing Price, plus $26.62 in accrued distributions); and (f) for phantom units issued on December 8, 2021, $111.44 (equal to the UAN Closing Price, plus $45.94 in accrued distributions).

  48. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table reflects amounts payable to our named executive officers as a result of the hypothetical termination events outlined below assuming the triggering employment termination event took place on December 31, 2023. The actual payments to which a named executive officer would be entitled may only be determined based upon the actual occurrence and circumstances surrounding the termination.

  49. Potential Payments upon Termination or Change in Control

    | Name and Severance Benefit | Death | Disability | Retirement | Termination without Cause | | Resignation for Good Reason | | | | | | | (1) | (2) | (1) | (2) | | David L. Lamp | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | | Accrued Amounts (3) | 1,782,100 | 1,782,100 | 1,782,100 | 1,782,100 | 1,782,100 | 1,782,100 | 1,782,100 | | Accelerated Vesting - Incentive Units (4) | 2,523,492 | 2,523,492 | — | 2,523,492 | 2,523,492 | 1,979,738 | 2,523,492 | | Cash Severance (5) | 550,000 | 550,000 | — | 550,000 | 10,000,000 | 550,000 | 10,000,000 | | Total Amount | $4,855,592 | $4,855,592 | $1,782,100 | $4,855,592 | $14,305,592 | $4,311,838 | $14,305,592 | | Dane J. Neumann | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Incentive Units (6) | 388,236 | 388,236 | — | 388,236 | 1,289,350 | — | 1,289,350 | | Cash Severance (7) | — | — | — | — | 1,172,700 | — | 1,172,700 | | Total Amount | $388,236 | $388,236 | $— | $388,236 | $2,462,050 | $— | $2,462,050 | | Mark A. Pytosh | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Phantom Units (8) | 445,098 | 445,098 | — | 445,098 | 1,455,134 | — | 1,455,134 | | Accelerated Vesting - Incentive Units (6) | 313,179 | 313,179 | — | 313,179 | 1,094,855 | — | 1,094,855 | | Cash Severance (7) | — | — | — | — | 1,369,706 | — | 1,369,706 | | Total Amount | $758,277 | $758,277 | $— | $758,277 | $3,919,695 | $— | $3,919,695 | | Melissa M. Buhrig | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Incentive Units (6) | 467,409 | 467,409 | — | 467,409 | 1,622,456 | — | 1,622,456 | | Cash Severance (7) | — | — | — | — | 1,471,625 | — | 1,471,625 | | Total Amount | $467,409 | $467,409 | $— | $467,409 | $3,094,081 | $— | $3,094,081 | | Michael H. Wright, Jr. | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Incentive Units (9) | 386,266 | 386,266 | — | 386,266 | 1,629,368 | — | 1,629,368 | | Cash Severance (7) | — | — | — | — | 1,165,800 | — | 1,165,800 | | Total Amount | $386,266 | $386,266 | $— | $386,266 | $2,795,168 | $— | $2,795,168 |

  50. Potential Payments upon Termination or Change in Control

    (1)Severance payments and benefits in the event of termination without cause or resignation for good reason not in connection with a change in control. (2)Severance payments and benefits in the event of termination without cause or resignation for good reason in connection with a change in control. (3)Accrued Amounts represents, as defined in the 2021 Employment Agreement, Mr. Lamp’s earned but unpaid Annual Bonus under the 2023 CVI Plan. (4)For Mr. Lamp, the accelerated vesting value upon death, disability, or termination without cause or resignation for good reason in connection with a change in control, represents (A) as defined in the 2021 Employment Agreement, the number of any unvested incentive units held as of December 31, 2023, that were granted more than one year prior thereto, multiplied by for incentive units awarded (i) on December 8, 2021, the average closing price for CVR Energy common stock for the 10-trading days preceding December 31, 2023, or $31.27 per share (the “CVI 10-day Average Price”), plus $9.30 in accrued dividends, and (ii) on December 14, 2022, the CVI 10-day Average Price, plus $4.50 in accrued dividends (the “LTIP Payout”), plus (B) for incentive units awarded on December 13, 2023 (after February 21, 2022), as defined in the award agreement, the number of any unvested incentive units scheduled to vest within twelve months from December 31, 2023, multiplied by the CVI 10-day Average Price. The accelerated vesting value upon resignation for good reason not in connection with a change in control is equal to the LTIP Payout. For the avoidance of doubt, as used herein, the term “LTIP Payout” is calculated as defined in Mr. Lamp’s 2021 Employment Agreement. (5)For Mr. Lamp, the cash severance amount upon (A) death, disability, or termination without cause or resignation for good reason not in connection with a change in control represents, as defined in the 2021 Employment Agreement, 6-months of Base Salary; and (B) termination without cause or resignation for good reason in connection with a change in control represents, the Incentive Payment. Provided that, in the case of payments upon disability, the 6-months of Base Salary may, in the event CVR Energy secures insurance to cover its obligations, be lower. Additionally, in the case of a termination event on a date other than December 31, Mr. Lamp would also be entitled to a Pro Rata Bonus. The terms Pro-Rata Bonus, Base Salary, and Incentive Payment are all as defined in the 2021 Employment Agreement. (6)For Messrs. Neumann and Pytosh and Ms. Buhrig, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represents for incentive unit awards granted by CVR Energy on or after February 21, 2022, pursuant to the award agreement, the number of any unvested incentive units scheduled to vest within twelve months from December 31, 2023, multiplied by for incentive units awarded (i) on December 14, 2022, the CVI 10-day Average Price, plus $4.50 in accrued dividends, and (ii) on December 13, 2023, the CVI 10-day Average Price; and (B) termination without cause or resignation for good reason, both in connection with a change in control represents, pursuant to the CVI Severance Plan, the number of all unvested units outstanding on December 31, 2023, multiplied by, for incentive units awarded by CVR Energy (a) on December 8, 2021, the average closing price for CVR Energy common stock for the 20-trading days preceding December 31, 2023, or $31.07 per share (the “CVI 20-day Average Price”), plus $9.30 in accrued dividends, (b) on December 14, 2022, the CVI 20-day Average Price, plus $4.50 in accrued dividends, and (c) on December 13, 2023, the CVI 20-day Average Price. (7)For Messrs. Neumann, Pytosh, and Wright and Ms. Buhrig, cash severance amounts upon termination without cause or resignation for good reason, both in connection with a change in control include, as defined under the CVI Severance Plan, a lump sum of twelve months’ base pay plus a sum equal to the average of the annual bonuses actually paid during the immediately preceding three full calendar years in which they served as a named executive officer. (8)For Mr. Pytosh, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represents for phantom unit awards granted by the Partnership on or after February 21, 2022, pursuant to the award agreement, the number of any unvested phantom units scheduled to vest within twelve months from December 31, 2023, multiplied by for phantom units awarded (i) on December 14, 2022, the average closing price for Partnership common units for the 10 trading-days preceding December 31, 2023, or $68.88 per unit (the “UAN 10-day Average Price”), plus $26.62 in accrued distributions; and (ii) on December 13, 2023, the UAN 10-day Average Price; and (B) termination without cause or resignation for good reason, both in connection with a change in control, represents pursuant to the CVI Severance Plan, the number of all unvested phantom units outstanding on December 31, 2023, multiplied by, for phantom units awarded by the Partnership (i) on December 8, 2021, the average closing price for Partnership common units for the 20 trading-days preceding December 31, 2023, or $67.50 per unit (the “UAN 20-day Average Price”), plus $45.94 in accrued distributions, (ii) on December 14, 2022, the UAN 20-day Average Price plus $26.62 in accrued distributions, and (iii) on December 13, 2023, the UAN 20-day Average Price. (9)For Mr. Wright, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represents for incentive unit awards granted by CVR Energy on or after February 21, 2022, pursuant to the award agreement, the number of any unvested incentive units scheduled to vest within twelve months from December 31, 2023, multiplied by for incentive units awarded (i) on December 14, 2022, the CVI 10-day Average Price, plus $4.50 in accrued dividends, and (ii) on December 13, 2023, the CVI 10-day Average Price; and (B) termination without cause or resignation for good reason, both in connection with a change in control represents, pursuant to the CVI Severance Plan, the number of all unvested units outstanding on December 31, 2023, multiplied by, for incentive units awarded by CVR Energy (i) on December 8, 2021 and February 16, 2022, the CVI 20-day Average Price, plus $9.30 in accrued dividends, (ii) on December 14, 2022, the CVI 20-day Average Price, plus $4.50 in accrued dividends, and (iii) on December 13, 2023, the CVI 20-day Average Price.

  51. Pay Ratio

    Pay Ratio For 2023, to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Principal Executive Officer (“PEO”), Mr. Lamp, our President and Chief Executive Officer, we used the following methodology and made the following material assumptions, adjustments, and estimates: (1)We determined that, as of December 31, 2023, the employee population of the Company and its consolidated subsidiaries consisted of 1,567 individuals, excluding our PEO. (2)To identify the “median employee” from the employee population, we compared the amount of annual total compensation of such employees for 2023 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which consisted of salary, bonus, non-equity incentive plan compensation and other compensation. We “annualized” the compensation of our full-time and part-time permanent employees as of December 31, 2023, to adjust for the portion of the year that the employee did not work, if applicable. We did not make any cost-of-living adjustments in identifying the “median employee”. (3)To identify the annual total compensation of our median employee, we included the elements of such employee’s compensation for 2023 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Based on this methodology, we estimate that the ratio of the annual total compensation of our PEO to the median of the annual total compensation of all employees for 2023 was as follows:

  52. Pay Ratio

    | Annual total compensation of Median Employee (1) | $130,603 | | Annual total compensation of PEO | $4,500,834 | | PEO Pay Ratio | 34:1 |

  53. Pay Ratio

    (1)Excludes our PEO. The totals and pay ratio described above are reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K.

  54. Pay versus Performance

    Pay versus Performance New SEC rules adopted in 2022 require us to disclose the following information regarding named executive officer compensation in relation to certain financial performance information about the Company. The Compensation Committee did not consider the pay versus performance disclosures below when making any of its named executive compensation decisions for any of the years shown.

  55. 2023 Pay versus Performance Table

    2023 Pay versus Performance Table

  56. 2023 Pay versus Performance Table

    | | CEO (1) | | Other NEOs (1) | | Value of Initial Fixed $100 Investment Based on: | | (in millions) | | | Year | Summary Compensation Table Total for CEO (2) | Compensation “Actually Paid” to CEO (3) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers (2) | Average Compensation “Actually Paid” to Non-CEO Named Executive Officers (3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (5) | Net Income (Loss) (6) | Adjusted EBITDA (7) | | 2023 | $4,500,834 | $5,326,807 | $2,229,401 | $2,530,474 | $117 | $161 | $878 | $1,164 | | 2022 | 4,320,837 | 7,652,325 | 2,041,230 | 3,691,411 | 106 | 134 | 644 | 1,369 | | 2021 | 3,910,359 | 4,620,202 | 1,330,721 | 2,353,266 | 49 | 73 | 74 | 301 | | 2020 | 3,164,806 | 1,592,473 | 1,755,011 | 1,170,816 | 39 | 54 | (320) | 126 |

  57. 2023 Pay versus Performance Table

    (1)Our principal executive officer for each of the years indicated was our CEO, Mr. Lamp. Our named executive officers other than our CEO (“Other NEOs”) were as follows:

  58. 2023 Pay versus Performance Table

    | 2023 | 2022 | 2021 | 2020 | | Dane J. Neumann | Dane J. Neumann | Dane J. Neumann | Mark A. Pytosh | | Mark A. Pytosh | Mark A. Pytosh | Mark A. Pytosh | Melissa M. Buhrig | | Melissa M. Buhrig | Melissa M. Buhrig | Melissa M. Buhrig | Tracy Jackson* | | Michael H. Wright, Jr. | Michael H. Wright, Jr. | C. Douglas Johnson | David Landreth* | | | | Tracy Jackson* | | | | | David Landreth* | |

  59. 2023 Pay versus Performance Table

    * Ms. Jackson resigned in August 2021, and prior to her resignation was the Company’s Executive Vice President and Chief Financial Officer; Mr. Landreth retired in March 2021, and prior to his retirement served as the Company’s Executive Vice President and Chief Commercial Officer. (2)Reflects, for our CEO, the total compensation reported in the Summary Compensation Table and for the Other NEOs, the average total compensation reported in the Summary Compensation Table in each of the years indicated. (3)The compensation “actually paid” to our CEO and the average compensation “actually paid” to the Other NEOs in each of the years indicated has been computed in accordance with Item 402(v) of Regulation S-K. These amounts do not represent compensation actually earned, realized, or received by our CEO or the Other NEOs, but instead reflect the adjustments required by Item 402(v) of Regulation S-K to the amounts reported in the Summary Compensation Table for our CEO and the Other NEOs as detailed in the tables below in this note 3:

  60. 2023 Pay versus Performance Table

    | Compensation “Actually Paid” to CEO and Other NEOs | | | | | | | | | | Year | As Reported in Summary Compensation Table (a) | | Equity Award Adjustments | | | | | Total Compensation “Actually Paid” | | | Total | Stock Awards | Year End Fair Value of Awards Granted During Year and Unvested as of Year End (b) | Year over Year Change in Fair Value of Awards Unvested for Entire Year (c) | Change in Fair Value of Awards that Vest when Granted in a Prior Year (d) | Accrued Distributions Paid at Vesting (e) | Forfeiture of Awards Granted in Prior Year (f) | | | CEO | | | | | | | | | | 2023 | $4,500,834 | $(1,592,076) | $1,580,600 | $(54,186) | $(30,659) | $922,294 | $— | $5,326,807 | | 2022 | 4,320,837 | (1,247,425) | 1,312,770 | 1,352,409 | 1,245,482 | 668,252 | — | 7,652,325 | | 2021 | 3,910,359 | (1,196,795) | 1,219,280 | 191,682 | 89,723 | 405,953 | — | 4,620,202 | | 2020 | 3,164,806 | (2,144,005) | 1,999,103 | (894,597) | (602,102) | 69,268 | — | 1,592,473 |

  61. 2023 Pay versus Performance Table

    | Compensation “Actually Paid” to CEO and Other NEOs | | | | | | | | | | Year | As Reported in Summary Compensation Table (a) | | Equity Award Adjustments | | | | | Total Compensation “Actually Paid” | | | Total | Stock Awards | Year End Fair Value of Awards Granted During Year and Unvested as of Year End (b) | Year over Year Change in Fair Value of Awards Unvested for Entire Year (c) | Change in Fair Value of Awards that Vest when Granted in a Prior Year (d) | Accrued Distributions Paid at Vesting (e) | Forfeiture of Awards Granted in Prior Year (f) | | | Other NEOs | | | | | | | | | | 2023 | $2,229,401 | $(779,349) | $782,206 | $(82,404) | $(310,246) | $690,866 | $— | $2,530,474 | | 2022 | 2,041,230 | (723,600) | 784,786 | 534,193 | 649,092 | 405,710 | — | 3,691,411 | | 2021 | 1,330,721 | (436,378) | 442,793 | 788,633 | 444,708 | 91,482 | (308,693) | 2,353,266 | | 2020 | 1,755,011 | (1,071,212) | 1,110,613 | (383,544) | (300,042) | 59,990 | — | 1,170,816 |

  62. 2023 Pay versus Performance Table

    (a)Reflects, for our CEO, the applicable amounts reported in the Summary Compensation Table and for the Other NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the years indicated. (b)Reflects, with respect to our CEO, the fair value and with respect to the Other NEOs, the average of the fair values, as of the end of the covered year of awards granted in the covered year that remained outstanding and unvested (in whole or in part) as of the end of the covered year. (c)Reflects, with respect to our CEO, the change in fair value, and with respect to the Other NEOs, the average change in fair values, from the end of the prior year to the end of the covered year of awards granted in a prior year that remained outstanding and unvested (in whole or in part) as of the end of the covered year. (d)Reflects, with respect to our CEO, the change in fair value, and with respect to the Other NEOs, the average change in fair values, from the end of the prior year to the day awards became vested in the covered year, in accordance with the award agreements, when such awards were granted in a prior year. (e)Reflects, with respect to our CEO, the value, and with respect to the Other NEOs, the average value of accrued distributions paid on the date awards became vested. (f)Reflects, with respect to our CEO, the fair value, and with respect to the Other NEOs, the average of the fair values, as of the end of the prior year of awards that failed to vest and were forfeited in the covered year. (4)For each covered year, represents the cumulative total stockholder return on an initial fixed $100 investment in CVR Energy common stock from December 31, 2019 through December 31 of each covered year. (5)The “Peer Group TSR” set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2023 Annual Report. This “Peer Group” is comprised of Delek US Holdings, Inc. (NYSE: DK); HF Sinclair Corporation (NYSE: DINO); Marathon Petroleum Corp. (NYSE: MPC); Par Pacific Holdings, Inc. (NYSE: PARR); PBF Energy Inc. (NYSE: PBF); and Valero Energy Corporation (NYSE: VLO). For each covered year, represents the cumulative total stockholder return on an initial fixed $100 investment in the Peer Group from December 31, 2019 through December 31 of each covered year. (6)Represents the amount of Net Income reflected in our consolidated financial statements for each covered year. (7)The Company determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to compensation “actually paid” to our CEO and the Other NEOs in 2023. Adjusted EBITDA is a non-GAAP financial measure. For an explanation of how we use Adjusted EBITDA and a reconciliation, please see “Non-GAAP Reconciliations” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2023 Annual Report. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  63. 2023 Pay Versus Performance Relationships

    2023 Pay Versus Performance Relationships The following graphical comparisons illustrate the relationships of the compensation “actually paid” to the CEO and the average compensation “actually paid” to the Other NEOs to (i) CVR Energy’s TSR and the Peer Group TSR, (ii) CVR Energy’s net income, and (iii) Adjusted EBITDA.