DEF 14A of CVR Energy Inc, Apr 22, 2025

DEF 14A of CVR Energy Inc

Filed Apr 22, 2025 · FY20240001376139-25-000025

Open on EDGAR

  1. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  2. Director Compensation Program

    Director Compensation Program The Board, upon the recommendation of the Compensation Committee, determines the annual retainers and other compensation for our directors who are not officers or employees of CVR Energy or its affiliates (including IEP) (“Non-Employee Directors”).

  3. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth the compensation earned by each Non-Employee Director for the year ended December 31, 2024:

  4. 2024 Director Compensation Table

    | 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 | | Mark J. Smith | 92,706 | — | 92,706 | | James M. Strock (3) | 25,179 | — | 25,179 | | Julia Heidenreich Voliva | 79,762 | — | 79,762 |

  5. 2024 Director Compensation Table

    (1)Amounts reflected in this column represent the retainer fees for services as a director, including those associated with committee membership (including on the Special Committee—Strategic) and 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 served as the Chief Executive Officer and is the sole shareholder. Mr. Strock resigned from the Board and its committees on May 10, 2024.

  6. ELECT EIGHT DIRECTOR NOMINEES

    ELECT EIGHT DIRECTOR NOMINEES

  7. ELECT EIGHT DIRECTOR NOMINEES

    | THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING DIRECTOR NOMINEES: | | | | | Robert E. Flint | Dustin DeMaria | Jaffrey A. Firestone | Colin Kwak | | David L. Lamp | Stephen Mongillo | Mark J. Smith | Julia Heidenreich Voliva |

  8. ELECT EIGHT DIRECTOR NOMINEES

    Our Board oversees the management of our business and has fixed the number of directors on the Board at eight. Directors are elected annually at our Annual Meeting. Our current directors, Messrs. Flint, DeMaria, Firestone, Kwak, Lamp, Mongillo, and Smith and Ms. Heidenreich Voliva (collectively, the “Director Nominees” and individually a “Director Nominee”), stand for election at this 2025 Annual Meeting, to serve on our Board until the 2026 Annual Meeting of Stockholders or until their successors are elected and qualified.

  9. Recommendation of the Board

    Recommendation of the Board Our Board recommends that stockholders vote “FOR ALL” Director Nominees. Each Director Nominee has indicated his or her 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 composition. 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.

  10. Recommendation of the Board

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

  11. 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.

  12. DIRECTOR NOMINEES:1

    DIRECTOR NOMINEES:1

  13. DIRECTOR NOMINEES:1

    | Robert E. Flint | | | | Director, Chairperson of the Board | | | | Age: 47 | Key Skills and Expertise: | | | Director since: 2025 | ✓ Executive Leadership ✓ Finance & Accounting ✓ Human Resources/Executive Compensation | ✓ Information Technology/Cybersecurity ✓ Legal/Regulatory/Compliance ✓ Risk Management | | | Career Highlights: | | | Board Committees: Special | ❖ Icahn Enterprises L.P., Chief Accounting Officer (since January 2024); Director of Accounting (2021 - 2023); Chief Audit Executive (2020 - 2021) | | | | ❖ Independent Consultant (2017 - 2020) | | | | Other Public Company Directorships (current): Viskase Companies, Inc. (since March 2025) | | | | Other Professional Experience and Community Involvement: Director, Icahn Automotive Group LLC (since October 2024); Director for Vivus LLC, WestPoint Home LLC and The Pep Boys-Manny, Moe & Jack Holding Corp. (since July 2024); Experience in corporate finance and accounting, investor relations, risk management, and serving in board and key leadership roles with both public and private entities | | | | Education: University of Dayton School of Business Administration, B.S. in Accounting & Finance | |

  14. DIRECTOR NOMINEES:1

    | Dustin DeMaria | | | | Director | | | | Age: 35 | Key Skills and Expertise: | | | Director since: 2024 | ✓ Public Company ✓ Finance & Accounting | ✓ Information Technology/Cybersecurity | | | Career Highlights: | | | Board Committees: Compensation, Chair EH&S | ❖ 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 | |

  15. DIRECTOR NOMINEES:1

    1 Each of CVR Partners, CVR Refining, LP, IEP, Icahn Automotive Group LLC, The Pep Boys-Manny, Moe & Jack Holding Corp., Viskase Companies, Inc., Vivus LLC, Voltari Corporation, and Westpoint Home LLC 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.

  16. DIRECTOR NOMINEES:1

    | Jaffrey (Jay) A. Firestone | | | | Independent Director | | | | Age: 68 | 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) | | | | 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 | |

  17. DIRECTOR NOMINEES:1

    | Colin Kwak | | | | Director | | | | Age: 49 | Key Skills and Expertise: | | | Director since: 2025 | ✓ Finance & Accounting | ✓ Legal/Regulatory/Compliance | | | Career Highlights: | | | Board Committees: Compensation Governance | ❖ Icahn Capital LP, Head Trader (since 2022) | | | | ❖ Gruss Capital Management LP, various roles including Head of Trading (2000 - 2018) | | | | Other Professional Experience and Community Involvement: Twenty-five years of experience in trading and accounting practices | | | | Education: University of North Carolina Wilmington, B.A.; Miami School of Law, JD | |

  18. DIRECTOR NOMINEES:1

    | David L. Lamp | | | | Director, President and Chief Executive Officer | | | | Age: 67 | 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 forty 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 | |

  19. DIRECTOR NOMINEES:1

    | Stephen Mongillo | | | | Independent Director | | | | Age: 63 | 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 twenty-five 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 | |

  20. DIRECTOR NOMINEES:1

    | Mark J. Smith | | | | Independent Director | | | | Age: 66 | 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, Chair | ❖ Vertex Energy, Inc., Chief Executive Officer (since January 2025) | | | | ❖ 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 forty 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, WNR (2006 - 2017); Vice President of Operations, CITGO Petroleum Corp. | | | | Education: Pennsylvania State University, B.S. Chemical Engineering; Oklahoma State University, MBA | |

  21. DIRECTOR NOMINEES:1

    | Julia Heidenreich Voliva | | | | Independent Director | | | | Age: 48 | Key Skills and Expertise: | | | Director since: 2024 | ✓ Public Company ✓ Executive Leadership ✓ Finance & Accounting | ✓ Industry/Operations ✓ ESG/Sustainability/EH&S | | | Career Highlights: | | | Board Committees: Audit Governance, Chair | ❖ HF Sinclair Corporation, Vice President, Renewables (2017 - 2023) | | | | ❖ Holly Frontier Corporation, Vice President, Investor Relations (2012 - 2017) | | | | Other Professional Experience and Community Involvement: Experience in financial statement analysis and earnings modeling; expertise in management roles in the renewable energy and banking industries; over ten years of experience in European institutional equity sales. | | | | Education: Tufts University, B.A. | |

  22. DIRECTOR NOMINEES:1

    The eight nominees who receive the affirmative vote of the holders of a plurality of the stock having the voting power present in person (virtually) or represented by proxy will be elected. In other words, the eight nominees who receive the most votes “FOR” their election will be elected. If you withhold your vote with respect to any Director Nominee, your vote will have no effect on the election of such nominee. The persons named in the accompanying proxy will vote in accordance with the choice specified thereon, or, if no choice is properly indicated, “FOR ALL” Director Nominees. Broker non-votes, if any, will have no effect on this Proposal 1.

  23. Compensation Process for 2024

    | Element | Primary Objectives | Approved 2024 Compensation | | Base Salary | •Attract and retain high-caliber executives to lead the Company •Provide competitive financial incentives •Reward individual performance | 2024 Base Salary increased between 3.5% and 4.5% 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 2023 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 2023, vesting ratably over three years subject to vesting conditions |

  24. 2024 Target Compensation Mix

    2024 Target Compensation Mix (1)Comprised of our CEO’s (i) 2024 base salary, (ii) target annual performance-based bonus opportunity awarded by the Compensation Committee under the 2024 CVR Energy, Inc. Performance-Based Bonus Plan - Corporate (the “2024 CVI Plan”), and (iii) target long-term incentive awards under or in connection with the Second Amended and Restated CVR Energy, Inc. 2007 Long-Term Incentive Plan (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) 2024 base salaries; (ii) target annual performance-based bonus opportunities awarded under the 2024 CVI Plan or the 2024 CVR Partners, LP Performance-Based Bonus Plan - Fertilizer (the “2024 UAN Plan”), as applicable; and (iii) target long-term incentive awards in connection with or under the CVI LTIP or in connection with (but not under) the CVR Partners long-term incentive plan (the “UAN LTIP”), as applicable. Actual compensation may differ therefrom.

  25. Compensation Elements for 2024

    (1)Mr. Lamp’s base salary was defined in his 2021 Employment Agreement and was 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 2024. (2)Mr. Pytosh’s base salaries for 2024 and 2023 comprised $260,519 and $251,709, respectively, determined by the Compensation Committee and $390,779 and $377,564, respectively, determined by the UAN Committee. 2023 Annual Performance-Based Bonus Plan Results. In February 2024, the Compensation Committee evaluated the metrics included in the CVR Energy, Inc. 2023 Performance-Based Bonus Plan - Corporate (the “2023 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. Based on these considerations and after determining that CVR Energy had achieved the Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) Threshold under the 2023 CVI Plan, the Compensation Committee approved payouts to Messrs. Lamp, Neumann, Pytosh, and Wright, and Ms. Buhrig under the 2023 CVI Plan of $1,782,100, $699,000, $359,300, $656,500 and $843,800, respectively, approximately 108% of their target annual bonus, which were paid in 2024. In February 2024, the UAN Committee evaluated the metrics included in the CVR Partners, LP 2023 Performance-Based Bonus Plan - Fertilizer (the “2023 UAN Plan”), which applies to Mr. Pytosh and all eligible employees of the Partnership’s subsidiaries, 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 2023 UAN Plan, approved payout to Mr. Pytosh under the 2023 UAN Plan of $506,400, approximately 100% 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 2023 UAN Plan. 2024 Annual Performance-Based Bonus Plan. In February 2024, the Compensation Committee considered the objectives and factors detailed above and, following consultation with Mr. Lamp: •Approved the 2024 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 2024 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 2023 CVI Plan, payout under the 2024 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 2023 CVI Plan, subject to adjustments to the reliability and operating expense measures, and the methodology for weighting performance with respect to the Environmental Events and Financial Measures. Notwithstanding the foregoing, under the 2024 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 2024 CVI Plan as a result of extraordinary or non-recurring events or other events.

  26. 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) |

  27. Financial Measures (75%)

    | Reliability | Bonus Achievement | | Greater than 7.0% | Zero | | 7.00% | 50% of Target Percentage (Threshold) | | 5.51% to 6.99% | Linear Interpolation between Threshold and Target | | 5.50% | Target Percentage | | 4.0% to 5.49% | Linear Interpolation between Target and Maximum | | Less than 4.0% | 150% of Target (Maximum) |

  28. 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) |

  29. Financial Measures (75%)

    1 Per the 2024 CVI Plan, (a) Adjusted EBITDA means the Adjusted EBITDA under the Performance-Based Bonus Plan - Refining (“2024 Refining Plan”) and the 2024 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 2024 Annual Report. The 2024 Refining Plan contains the same performance measures as the 2024 CVI Plan and 2024 UAN Plan.

  30. Financial Measures (75%)

    | Operating Expense (compared to budget) | Bonus Achievement | | Greater than 105.0% | Zero | | 105% | 50% of Target Percentage (Threshold) | | 100.1% to 104.99% | 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) |

  31. 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 |

  32. Financial Measures (75%)

    In setting the peer group under the 2024 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 2024 CVI Plan the same as the 2023 CVI Plan, other than elimination of Green Plains Partners LP from the Fertilizer Peer Group due to its delisting in early 2024, as follows:

  33. 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. | The Andersons, Inc. | |

  34. Financial Measures (75%)

    | | Measure | Measure Achievement | Payout Achievement | Weighted % Achievement | | EH&S | TRIR (8.33%) | Decrease of 30% | 150% | 12.50% | | | PSIR (8.33%) | Increase | 0% | —% | | | EE (8.33%) (1) | Less than 20 | 150% | 12.50% | | Financial (1) | Reliability (18.75%) | 3.4% | 150% | 28.13% | | | Equipment Utilization (18.75%) | 99.5% | 95% | 17.81% | | | Operating Expenses (18.75%) | 101.0% | 91% | 17.06% | | | ROCE (18.75%) | Second | 125% | 23.44% | | Total Measure Achievement | | | | 111% | | Payout | | | | 111% |

  35. Financial Measures (75%)

    | | Measure | Measure Achievement | Payout Achievement | Weighted % Achievement | | EH&S | TRIR (8.33%) | Decrease of 36% | 150% | 12.50% | | | PSIR (8.33%) | No change | 150% | 12.50% | | | EE (8.33%) | Less than 20 | 150% | 12.50% | | Financial | Reliability (18.75%) | 2.6% | 150% | 28.13% | | | Equipment Utilization (18.75%) | 102.0% | 119% | 22.31% | | | Operating Expenses (18.75%) | 101.0% | 88% | 16.50% | | | ROCE (18.75%) | Second | 125% | 23.44% | | Total Measure Achievement | | | | 128% | | Payout | | | | 128% |

  36. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation for our named executive officers for the years ended December 31, 2024, 2023, and 2022. As of December 31, 2024, 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, and the portion of such named executive officers’ compensation attributable to services performed for CVR Partners.

  37. 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 | 2024 | $1,100,000 | $— | $1,726,419 | $1,831,500 | $27,558 | $4,685,477 | | | 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 | | Dane J. Neumann, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | 2024 | $546,013 | $— | $685,323 | $746,000 | $21,240 | $1,998,576 | | | 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 | | Mark A. Pytosh, Executive Vice President—Corporate Services | 2024 | $651,298 | $— | $1,329,884 | $1,021,800 | $24,264 | $3,027,246 | | | 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 | | Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary | 2024 | $660,309 | $— | $828,678 | $902,200 | $21,510 | $2,412,697 | | | 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 | | Michael H. Wright, Jr., Executive Vice President and Chief Operating Officer | 2024 | $535,613 | $— | $672,779 | $694,800 | $21,942 | $1,925,134 | | | 2023 | 517,500 | — | 599,199 | 656,500 | 21,042 | 1,794,241 | | | 2022 | 500,000 | — | 873,225 | 648,300 | 19,120 | 2,040,645 |

  38. Summary Compensation Table

    (1)Amounts in this column reflect the base salaries of the named executive officers, and 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, including for time periods prior to his appointment to Chief Operating Officer in January 2022. (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 (“Topic 718”), of incentive units granted to each named executive officer during the periods specified in connection with or under the CVI LTIP, and additionally for Mr. Pytosh, phantom units granted in connection with (but not under) 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)2024 amounts in this column reflect the following:

  39. Summary Compensation Table

    | Name | 401(k) Plan (a) | Life Insurance (b) | Other | | David L. Lamp | $20,700 | $6,858 | $— | | Dane J. Neumann | 20,700 | 540 | — | | Mark A. Pytosh | 20,700 | 3,564 | — | | Melissa M. Buhrig | 20,700 | 810 | — | | Michael H. Wright, Jr. | 20,700 | 1,242 | — |

  40. 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.

  41. 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 2024 CVI Plan and, additionally with respect to Mr. Pytosh, under the 2024 UAN Plan, as well as amounts that could have been earned from long-term incentive awards granted under the CVI LTIP and, with respect to Mr. Pytosh, from long-term cash phantom unit awards granted in connection with (but not under) the UAN LTIP during 2024:

  42. 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 | 2024 CVI Plan | 2/16/24 | $68,756 | $1,650,000 | $2,475,000 | — | — | | | Incentive Units | 12/11/24 | — | — | — | 86,842 | $1,726,419 | | Dane J. Neumann | 2024 CVI Plan | 2/16/24 | $27,303 | $655,216 | $982,823 | — | — | | | Incentive Units | 12/11/24 | — | — | — | 34,473 | $685,323 | | Mark A. Pytosh | 2024 CVI Plan | 2/16/24 | $14,655 | $351,701 | $527,551 | — | — | | | 2024 UAN Plan | 2/16/24 | 21,984 | 527,579 | 791,368 | — | — | | | Incentive Units | 12/11/24 | — | — | — | 27,431 | $545,328 | | | Phantom Units | 12/11/24 | — | — | — | 10,261 | 784,556 | | Melissa M. Buhrig | 2024 CVI Plan | 2/16/24 | $33,018 | $792,371 | $1,188,556 | — | — | | | Incentive Units | 12/11/24 | — | — | — | 41,684 | $828,678 | | Michael H. Wright, Jr. | 2024 CVI Plan | 2/16/24 | $26,783 | $642,736 | $964,103 | — | — | | | Incentive Units | 12/11/24 | — | — | — | 33,842 | $672,779 |

  43. Grants of Plan-Based Awards

    (1)Amounts in these columns reflect amounts that could have been earned by the named executive officers under the 2024 CVI Plan or under the 2024 UAN Plan (with respect to Mr. Pytosh) with respect to each performance measure, excluding the impact of any individual discretionary performance adjustments. The performance measures for 2024 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 Topic 718, of (i) incentive units awarded to Messrs. Lamp, Neumann, Pytosh and Wright and Ms. Buhrig during 2024 as part of 2025 compensation under the CVI LTIP; and (ii) a long-term incentive award of phantom units awarded to Mr. Pytosh during 2024 as part of 2025 compensation in connection with (but not under) the UAN LTIP. (3)The Grant Date reflected for the 2024 CVI Plan and the 2024 UAN Plan reflects the date the Compensation Committee or the UAN Committee, as applicable, approved the 2024 CVI Plan and the 2024 UAN Plan, respectively. (4)For the 2024 CVI Plan and the 2024 UAN Plan, “Threshold” represents the minimum payout thereunder, assuming CVR Energy and CVR Partners, as applicable, have satisfied the Adjusted EBITDA Thresholds and have achieved performance under one of the EH&S measures 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 2024 CVI Plan and the 2024 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.

  44. Outstanding Equity Awards at Fiscal Year End 2024

    Outstanding Equity Awards at Fiscal Year End 2024 The following table sets forth information concerning outstanding incentive unit awards made by CVR Energy granted in connection with or under the CVI LTIP, as well as outstanding long-term cash phantom unit awards granted in connection with (but not under) the UAN LTIP, that were held by the named executive officers as of December 31, 2024. 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.”

  45. Outstanding Equity Awards at Fiscal Year End 2024

    | | | | 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 | 12/14/22 | 13,962 | $345,420 | | | Incentive Units | 12/13/23 | 34,776 | 703,866 | | | Incentive Units | 12/11/24 | 86,842 | 1,627,419 | | Dane J. Neumann | Incentive Units | 12/14/22 | 5,077 | $125,605 | | | Incentive Units | 12/13/23 | 13,214 | 267,451 | | | Incentive Units | 12/11/24 | 34,473 | 646,024 | | Mark A. Pytosh | Phantom Units | 12/14/22 | 2,000 | $218,540 | | | Incentive Units | 12/14/22 | 4,116 | 101,830 | | | Phantom Units | 12/13/23 | 7,377 | 609,709 | | | Incentive Units | 12/13/23 | 10,614 | 214,827 | | | Phantom Units | 12/11/24 | 10,261 | 779,426 | | | Incentive Units | 12/11/24 | 27,431 | 514,057 | | Melissa M. Buhrig | Incentive Units | 12/14/22 | 6,084 | $150,518 | | | Incentive Units | 12/13/23 | 15,976 | 323,354 | | | Incentive Units | 12/11/24 | 41,684 | 781,158 | | Michael H. Wright | Incentive Units | 2/16/22 | 6,613 | $195,348 | | | Incentive Units | 12/14/22 | 5,077 | 125,605 | | | Incentive Units | 12/13/23 | 13,088 | 264,901 | | | Incentive Units | 12/11/24 | 33,842 | 634,199 |

  46. Outstanding Equity Awards at Fiscal Year End 2024

    (1)These incentive and 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. Incentive units granted on December 11, 2024, were granted under the CVI LTIP. All other incentive units and the phantom units reflected in this table, including but not limited to the phantom units granted on December 11, 2024, were granted in connection with (and not under) the CVI LTIP and UAN LTIP, respectively. (2)This column represents the number of unvested units outstanding on December 31, 2024, multiplied by: (a) for incentive units issued on December 11, 2024, $18.74 (the December 31, 2024, closing price of CVR Energy common stock (the “CVI Closing Price”)); (b) for incentive units issued on December 13, 2023, $20.24 (equal to the CVI Closing Price plus $1.50 in accrued dividends); (c) for incentive units issued on December 14, 2022, $24.74 (equal to the CVI Closing Price plus $6.00 in accrued dividends); (d) for incentive units issued on February 16, 2022, $29.54 (equal to the CVI Closing Price plus $10.80 in accrued dividends); (e) for phantom units issued on December 11, 2024 to Mr. Pytosh, $75.96 (equal to the December 31, 2024 closing price of CVR Partners’ common units (the “UAN Closing Price”)); (f) for phantom units issued on December 13, 2023 to Mr. Pytosh, $82.65 (equal to the UAN Closing Price, plus $6.69 in accrued distributions); and (g) for phantom units issued on December 14, 2022 to Mr. Pytosh, $109.27 (equal to the UAN Closing Price, plus $33.31 in accrued distributions).

  47. 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, 2024. 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.

  48. 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) | 1,831,500 | 1,831,500 | 1,831,500 | 1,831,500 | 1,831,500 | 1,831,500 | 1,831,500 | | Accelerated Vesting - Incentive Units (4) | 1,553,706 | 1,553,706 | — | 1,553,706 | 1,553,706 | 1,025,405 | 1,553,706 | | Cash Severance (5) | 550,000 | 550,000 | — | 550,000 | 10,000,000 | 550,000 | 10,000,000 | | Total Amount | $3,935,206 | $3,935,206 | $1,831,500 | $3,935,206 | $13,385,206 | $3,406,905 | $13,385,206 | | Dane J. Neumann | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Incentive Units (6) | 463,316 | 463,316 | — | 463,316 | 1,035,387 | — | 1,035,387 | | Cash Severance (7) | — | — | — | — | 1,220,613 | — | 1,220,613 | | Total Amount | $463,316 | $463,316 | $— | $463,316 | $2,256,000 | $— | $2,256,000 | | Mark A. Pytosh | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Phantom Units (8) | 772,960 | 772,960 | — | 772,960 | 1,614,941 | — | 1,614,941 | | Accelerated Vesting - Incentive Units (6) | 371,504 | 371,504 | — | 371,504 | 827,763 | — | 827,763 | | Cash Severance (7) | — | — | — | — | 1,501,731 | — | 1,501,731 | | Total Amount | $1,144,464 | $1,144,464 | $— | $1,144,464 | $3,944,435 | $— | $3,944,435 | | Melissa M. Buhrig | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Incentive Units (6) | 558,884 | 558,884 | — | 558,884 | 1,250,568 | — | 1,250,568 | | Cash Severance (7) | — | — | — | — | 1,501,409 | — | 1,501,409 | | Total Amount | $558,884 | $558,884 | $— | $558,884 | $2,751,977 | $— | $2,751,977 | | Michael H. Wright, Jr. | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Incentive Units (9) | 458,240 | 458,240 | — | 458,240 | 1,215,950 | — | 1,215,950 | | Cash Severance (7) | — | — | — | — | 1,188,013 | — | 1,188,013 | | Total Amount | $458,240 | $458,240 | $— | $458,240 | $2,403,963 | $— | $2,403,963 |

  49. 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 2024 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, 2024, that were granted more than one year prior thereto, multiplied by for incentive units awarded (i) on December 14, 2022, the average closing price for CVR Energy common stock for the 10-trading days preceding December 31, 2024, or $18.25 per share (the “CVI 10-day Average Price”), plus $6.00 in accrued dividends, and (ii) on December 13, 2023, the CVI 10-day Average Price, plus $1.50 in accrued dividends (the “LTIP Payout”), plus (B) for incentive units awarded on December 11, 2024 (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, 2024, 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, 2024, multiplied by for incentive units awarded by CVR Energy (i) on December 14, 2022, the CVI 10-day Average Price, plus $6.00 in accrued dividends, (ii) on December 13, 2023, the CVI 10-day Average Price, plus $1.50 in accrued dividends, and (iii) on December 11, 2024, 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, 2024, multiplied by, for incentive units awarded by CVR Energy (a) on December 14, 2022, the average closing price for CVR Energy common stock for the 20-trading days preceding December 31, 2024, or $18.67 per share (the “CVI 20-day Average Price”), plus $6.00 in accrued dividends, (b) on December 13, 2023, the CVI 20-day Average Price, plus $1.50 in accrued dividends, and (c) on December 11, 2024, 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, 2024, multiplied by for phantom units granted by the Partnership (i) on December 14, 2022, the average closing price for Partnership common units for the 10 trading-days preceding December 31, 2024, or $74.83 per unit (the “UAN 10-day Average Price”), plus $33.31 in accrued distributions, (ii) on December 13, 2023, the UAN 10-day Average Price plus $6.69 in accrued distributions, and (iii) on December 11, 2024, 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, 2024, multiplied by, for phantom units awarded by the Partnership (i) on December 14, 2022, the average closing price for Partnership common units for the 20 trading-days preceding December 31, 2024, or $76.33 per unit (the “UAN 20-day Average Price”), plus $33.31 in accrued distributions, (ii) on December 13, 2023, the UAN 20-day Average Price plus $6.69 in accrued distributions, and (iii) on December 11, 2024, 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, 2024, multiplied by for incentive units awarded (i) on December 14, 2022, the CVI 10-day Average Price, plus $6.00 in accrued dividends, (ii) on December 13, 2023, the CVI 10-day Average Price, plus $1.50 in accrued dividends, and (iii) on December 11, 2024, 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, 2024, multiplied by, for incentive units awarded by CVR Energy (i) on February 16, 2022, the CVI 20-day Average Price, plus $10.80 in accrued dividends; (ii) on December 14, 2022, the CVI 20-day Average Price, plus $6.00 in accrued dividends, (iii) on December 13, 2023, the CVI 20-day Average Price, plus $1.50 in accrued dividends, and (iv) on December 11, 2024, the CVI 20-day Average Price.

  50. Pay Ratio

    Pay Ratio For 2024, 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, 2024, the number of employees of the Company and its consolidated subsidiaries consisted of 1,594 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 2024 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, 2024, 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 2024 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 2024 was as follows:

  51. Pay Ratio

    | Annual total compensation of Median Employee (1) | $135,424 | | Annual total compensation of PEO | $4,685,477 | | PEO Pay Ratio | 35:1 |

  52. 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.

  53. Pay versus Performance

    Pay versus Performance SEC rules require us to disclose the following information regarding named executive officer compensation in relation to certain financial performance information about the Company.

  54. 2024 Pay versus Performance Table

    2024 Pay versus Performance Table

  55. 2024 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 (6) | Adjusted EBITDA (7) | | 2024 | $4,685,477 | $3,771,559 | $2,340,913 | $2,111,427 | $76 | $120 | $45 | $317 | | 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 |

  56. 2024 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:

  57. 2024 Pay versus Performance Table

    | 2024 | 2023 | 2022 | 2021 | 2020 | | Dane J. Neumann | Dane J. Neumann | Dane J. Neumann | Dane J. Neumann | Mark A. Pytosh | | Mark A. Pytosh | Mark A. Pytosh | Mark A. Pytosh | Mark A. Pytosh | Melissa M. Buhrig | | Melissa M. Buhrig | Melissa M. Buhrig | Melissa M. Buhrig | Melissa M. Buhrig | Tracy Jackson* | | Michael H. Wright, Jr. | Michael H. Wright, Jr. | Michael H. Wright, Jr. | C. Douglas Johnson | David Landreth* | | | | | Tracy Jackson* | | | | | | David Landreth* | |

  58. 2024 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:

  59. 2024 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 | | | | | | | | | | 2024 | $4,685,477 | $(1,726,419) | $1,627,419 | $(563,411) | $(622,480) | $370,973 | $— | $3,771,559 | | 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 |

  60. 2024 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 | | | | | | | | | | 2024 | $2,340,913 | $(879,166) | $838,716 | $(206,272) | $(179,409) | $196,645 | $— | $2,111,427 | | 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 |

  61. 2024 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 2024 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 2024. 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 2024 Annual Report. This performance measure may not have been the most important financial performance measure for the years reflected, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  62. 2024 Pay Versus Performance Relationships

    2024 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.