cvi-20230419

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

CVR Energy, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

þ No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 19, 2023

To the Stockholders of CVR Energy, Inc.:

On behalf of our Board of Directors and management team, I am pleased to invite you to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of CVR Energy, Inc. on Thursday, June 1, 2023, at 10:00 a.m. (Central Daylight Time). Once again, our Annual Meeting will be held via live webcast, which we believe not only increases efficiency and lowers costs, but also improves our stockholders’ ability to participate.

You will be able to attend, vote your shares electronically, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CVI2023. Details on how to attend the Annual Meeting online and the business to be conducted are fully described in this Proxy Statement, which is available to stockholders online at www.proxyvote.com or by following the instructions set forth in the Notice of Internet Availability of Proxy Materials (the “Notice”) that you received.

CVR Energy, Inc. experienced record results in 2022 by remaining focused on our core Values of Safety, Environment, Integrity, Corporate Citizenship and Continuous Improvement. Highlights for the year included safe, reliable operations as demonstrated by continued year-over-year improvements in environmental, health and safety metrics and led by a 63 percent reduction in our total recordable incident rate compared to 2021. We were pleased to start the renewable diesel unit (“RDU”) at our Wynnewood refinery in April, which significantly reduced our Renewable Identification Number exposure in 2022 while helping to lower our carbon footprint. We also made substantial progress on our Coffeyville facilities’ relocation project and continue to evaluate a potential RDU for the refinery. In 2022, we launched our comprehensive plan to segregate our renewables business to align with our focus on decarbonization, which was completed on February 1, 2023. We continue to feel that we are uniquely qualified for this strategy due to the synergistic relationships between refining and renewables and our proximity to the farm belt. We continued to return value to stockholders for 2022, as demonstrated by the increase in our quarterly cash dividend to 50 cents for the fourth quarter, cumulative cash dividends declared of $5.30 per share for 2022, inclusive of special dividends, and a total shareholder return of 115 percent for the year. In addition, we were proud to publish our first public Environmental, Social & Governance (“ESG”) report for 2021 in 2022, available on www.CVREnergy.com. Details about these accomplishments, as well as other information you may need to make informed decisions about the matters on which you are being asked to vote, are included in this Proxy Statement and our Annual Report on Form 10-K. I encourage you to read both and to exercise your right to vote your shares.

Thank you for your investment in CVR Energy, Inc. and for your continuing support. I wish you and yours health and prosperity in 2023 and beyond.


						Sincerely,

						CVR Energy, Inc.

									David L. Lamp
									President and Chief Executive Officer

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

When:

Thursday, June 1, 2023, at 10:00 a.m. (Central Daylight Time)

Where:

Virtually via live webcast at www.virtualshareholdermeeting.com/CVI2023

Items of Business:

At the Annual Meeting, you will be asked to:

1.Proposal 1: Elect the six director nominees named in this Proxy Statement, each to serve a one-year term;

2.Proposal 2: Approve, on an advisory basis, our named executive officer compensation (“Say-on-Pay”);

3.Proposal 3: Recommend, on an advisory basis, the frequency of future Say-on-Pay voting (“Say-on-Pay Frequency”);

4.Proposal 4: Ratify the appointment of our independent registered public accounting firm for the 2023 fiscal year; and

5.Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Who Can Vote:

Stockholders of record as of the close of business on Monday, April 3, 2023.

How to Vote:

Your vote is important! Even if you plan to attend the virtual Annual Meeting, it is important you vote as soon as possible using one of the following methods:

Via the Internet:

Follow the instructions in the Notice or proxy card.

Call Toll-Free:

Call the toll-free number on your proxy card.

Mail Signed Proxy Card:

Follow the instructions on your proxy card.

How to Request Materials:

Our proxy materials, including our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”), are available to stockholders free of charge by requesting a copy online at www.proxyvote.com or by other methods set forth in this Proxy Statement.

By Order of the Board of Directors,

CVR Energy, Inc.

Melissa M. Buhrig

Executive Vice President,
General Counsel and Secretary

Sugar Land, Texas

April 19, 2023

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

The Proxy Statement and the 2022 Annual Report are available at www.proxyvote.com


CVR ENERGY, INC. 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 (281) 207-3200 www.cvrenergy.com
PROXY STATEMENT
Table of Contents

Proxy Statement Summary			5



Information About the Annual Meeting and Proxy Materials			9
Corporate Governance			14
Director Compensation			20
Proposal 1 - Election of Six Director Nominees Named in th is Proxy Statement			21
Executive Officers			26
Compensation Discussion and Analysis			28
Compensation Committee Report			36
Compensation of Named Executive Officers			37
Proposal 2 - Advisory Vote on Named Executive Officer Compensation (“Say-on-Pay”)			50
Audit Committee Report			52
Fees Paid to the Independent Registered Public Accounting Firm			53
Proposal 3 - Advisory Recommendation on the Frequency of Future Say-on-Pay Votin g (“S ay-on-Pay Frequency ”)			51
Proposal 4 - Ratification of the Appointment of Auditors			54
Equity Compensation Plans			55
Securities Ownership of Certain Beneficial Owners and Officers and Directors			56

Certain Relationships and Related Party Transactions			58
2024 Stockholder Proposals and Director Nominations			62
Proxy Card			63

PROXY STATEMENT FOR CVR ENERGY, INC.

2023 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This is only a summary and may not contain all of the information that is important to you. Please review this Proxy Statement in full, as well as our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”).

2023 Meeting Information

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of CVR Energy, Inc. (“CVR Energy” or the “Company”) of proxies to be voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), and at any adjournments or postponements thereof.


Date:			June 1, 2023
Time:			10:00 a.m. (Central Daylight Time)
Location:			Virtually via live webcast at www.virtualshareholdermeeting.com/CVI2023
Record Date:			April 3, 2023
Voting:			Only holders of record of CVR Energy, Inc.’s common stock as of the Record Date (April 3, 2023) will be entitled to notice and to vote.
How to Attend:			By entering, at the website above, the control number, which may be found on the Notice of Internet Availability of Proxy Materials sent to you.

Matters to be Voted Upon

In addition to the proposals listed below, stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Each proxy will be voted as specified by the stockholder. Any duly executed proxy not specifying to the contrary will be voted in accordance with the Board’s recommendations, listed below.

Proposals

Board Recommendation

Page Reference

Proposal 1.

Election of Six Director Nominees Named in this Proxy Statement

FOR ALL nominees

Proposal 2.

Advisory Vote on Named Executive Officer Compensation (“Say-on-Pay”)

FOR

Proposal 3.

Advisory Recommendation on the Frequency of Future Say-on-Pay Voting (“Say-on-Pay Frequency”)

1 YEAR

Proposal 4.

Ratification of the Appointment of Auditors

FOR

About CVR Energy, Inc.

Headquartered in Sugar Land, Texas, CVR Energy, Inc. (herein, “CVR Energy”, the “Company”, “us”, “we” and “our” as the context may require) is a diversified holding company primarily engaged in the renewable fuels and petroleum refining and marketing businesses, as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners, LP (“CVR Partners”), a publicly traded limited partnership. A subsidiary of CVR Energy serves as the general partner of and owns approximately 37 percent of the common units of CVR Partners. Icahn Enterprises L.P. and its affiliates (“IEP”) own approximately 71% of CVR Energy’s common stock.

Mission and Core Values

During 2022, we continued our Mission of being a top-tier North American renewable fuels, petroleum refining, and nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance, and profitable growth, and enhanced our focus on renewables initiatives.

Our core Values are driven by our people, inform the way we do business each and every day, and enhance our ability to accomplish our mission and related strategic objectives.


			Safety We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it.

			Environment We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it’s our duty to protect it.

			Integrity We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity.

			Corporate Citizenship We are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge, and talent of our employees to the places where we live and work.

			Continuous Improvement We believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwork, diversity, and personal development so that employees can realize their maximum potential. We use defined work practices for consistency, efficiency, and to create value across the organization.

2022 Company Performance Highlights

We successfully executed a number of achievements in support of our strategic objectives shown below through the date of our 2022 Annual Report.

Strategic Objectives

Safety

Reliability

Market Capture

Financial Discipline

Corporate:

Achieved reduction in total recordable incident rate of 63% compared to 2021

Declared a quarterly cash dividend of $0.50 per share for the fourth quarter of 2022, bringing total dividends declared, including special dividends, to date of $5.30 per share related to 2022

Completed plan to transform our business to segregate our renewables operations

Safely completed the conversion of the Wynnewood hydrocracker to renewable diesel service

Began the exploration of a potential spin-off of our Nitrogen Fertilizer business

Published our first external ESG Report for 2021

Petroleum Segment:

Achieved a reduction in total recordable incident rate of 20% and maintained a level number of environmental events compared to 2021

Operated our refineries safely and reliably

Safely completed the planned turnaround at the refinery in Wynnewood, Oklahoma (the “Wynnewood Refinery”) on time and on budget

Completed an amendment and extension of the CVR Refining, LP (“CVR Refining”) Asset Based Credit Agreement in June 2022

Achieved record truck-gathered crude oil volumes in the third quarter of 2022

Nitrogen Fertilizer Segment:

Achieved reductions in process safety management tier 1 incidents and total recordable incident rate of 37% and 86%, respectively, compared to 2021

Safely completed the planned turnarounds at both fertilizer facilities on time and on budget, as well as inspected, repaired and replaced major equipment as necessary during this downtime

Achieved record UAN production volumes at the Coffeyville Fertilizer Facility in March 2022

Achieved record ammonia production at the East Dubuque Fertilizer Facility in December 2022

Completed transaction intended to monetize 45Q tax credits and received an initial upfront payment, net of expenses, of $18 million in January 2023

Declared cash distribution of $10.50 per common unit for the fourth quarter of 2022, bringing cumulative distributions declared to date of $24.58 per common unit related to 2022

Achieved average reduction in CO2e emissions of over 1 million metric tons per year since 2020 for CVR Partners

Completed CVR Partners’ targeted $95 million debt reduction plan with the repayment of the remaining $65 million balance of its 9.25% Senior Secured Notes, due 2023 (the “2023 UAN Notes”) in the first quarter of 2022 for a total reduction in annual cash interest expense of approximately $9 million

Repurchased over 111,000 CVR Partners common units for $12 million

Governance, Executive Compensation and ESG Highlights

Our Board believes that our commitment to high ethical standards and environmental, social and governance (“ESG”) initiatives, strong corporate governance, the skills and experience of our directors, and our compensation policies and practices benefit our stockholders, employees, customers, and communities. Some highlights of our corporate governance, compensation, and ESG practices include:

•Experienced Board with all directors elected annually;

•Active Board and committee oversight of Company risks;

•Annual Board and committee self-evaluations;

•Separate Chairman and Chief Executive Officer (“CEO”) roles;

•Independent directors who regularly meet in executive session;

•Alignment of executive pay with Company performance, including rigorous performance goals;

•Executive compensation that includes fixed, variable, long-term, and short-term elements, portions of which are tied to Company’s environmental, health & safety performance;

•Clawback policies in long-term incentive awards and our performance-based bonus plans; and

•Board and committee oversight of ESG reporting aligned with the Sustainability Accounting Standards Board (“SASB”) / Value Reporting Foundation framework in the Oil & Gas - Refining & Marketing industry standard.

At CVR, we are committed to minimizing our environmental impacts from operations, while making modern life possible through the products we manufacture thereby delivering maximum value to our shareholders. Details regarding our ESG performance can be found in our first public Environmental, Social & Governance Report (“2021 ESG Report”) based on the Sustainability Accounting Standards Board standards. The 2021 ESG Report provides a comprehensive view of our 2021 ESG performance and is available on the home page of our website, www.CVREnergy.com. Our 2021 ESG Report does not constitute a part of, and is not incorporated by reference into, this Proxy Statement.

INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS

We are providing this Proxy Statement and related materials because our Board is soliciting your proxy to vote your shares at the 2023 Annual Meeting of Stockholders to be held on Thursday, June 1, 2023, beginning at 10:00 a.m. (Central Daylight Time) virtually at www.virtualshareholdermeeting.com/CVI2023 and at any adjournments or postponements thereof. This Proxy Statement and the enclosed proxy card are being first made available to stockholders of record on or about April 19, 2023. All stockholders are invited to attend the online virtual Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to be Held on June 1, 2023:

This Proxy Statement and our 2022 Annual Report are available online at www.proxyvote.com.

What matters will be voted on, how does the Board recommend I vote, and what is required to approve each matter?

The four matters scheduled to be voted on at the Annual Meeting, the recommendations of the Board, and the approval required for each matter are listed below:

Proposals

Board Recommendation

Page Reference

Requirement to Approve

Proposal 1:

Election of Six Director Nominees Named in this Proxy Statement

FOR ALL nominees

Affirmative vote of a plurality of the votes present in person (virtually) or by proxy and entitled to vote (in other words, the six nominees who receive the most votes “FOR” their election will be elected).

Proposal 2:

Advisory Vote on Named Executive Officer Compensation (“Say-on-Pay”)

FOR

Affirmative vote of a majority of the votes present in person (virtually) or by proxy and entitled to vote. However, the vote is non-binding, and CVR Energy will not be required to take any action as a result of the outcome of the vote.

Proposal 3:

Advisory Recommendation on the Frequency of Future Say-on-Pay Voting (“Say-on-Pay Frequency”)

1 YEAR

Affirmative vote of a majority of the votes present in person (virtually) or by proxy and entitled to vote. However, the recommendation is non-binding, and CVR Energy will not be required to take any action as a result of the outcome of the vote.

Proposal 4:

Ratification of the Appointment of Auditors

FOR

Affirmative vote of a majority of the votes present in person (virtually) or by proxy and entitled to vote.

In addition to these matters, stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

How do I vote?

If you were a stockholder of record at the close of business on the Record Date, April 3, 2023 (the “Record Date”), you can vote your shares by any one of the following methods:

•Before the Annual Meeting:

◦Via the internet, by visiting www.proxyvote.com and entering your control number;

◦By telephone at 1-800-690-6903 and providing your control number; or

◦By signing and returning your proxy card by mail, if you received a paper copy of the proxy materials.

•During the Annual Meeting:

◦By participating in the Annual Meeting and voting online during the Annual Meeting at www.virtualshareholdermeeting.com/CVI2023.

If you were a beneficial owner at the close of business on the Record Date, you will be sent separate voting instructions from your broker, bank, or other nominee explaining how to vote your shares. Beneficial owners who wish to vote during our online Annual Meeting must ask the broker, bank, or other nominee that holds their shares to provide them with a legal proxy to vote such shares.

Whether or not you plan to attend the Annual Meeting, we urge you to vote. Returning the proxy card or voting by telephone or via the internet will not affect your right to attend the Annual Meeting and vote online during the Annual Meeting.

Why did I receive the Notice? How do I request a paper copy of the proxy materials and 2022 Annual Report?

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide its proxy materials over the internet. Accordingly, we have sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date, April 3, 2023. All stockholders may access the proxy materials on the website referred to in the Notice: www.proxyvote.com. Our 2022 Annual Report and other periodic filings with the SEC are also available at the SEC’s website at www.SEC.gov or at www.CVREnergy.com under the heading “Investor Relations” and the subheading “SEC Filings.” Unless specifically stated herein, documents and information on our website are not incorporated by reference in this Proxy Statement.

Stockholders may request a paper copy of our proxy materials and 2022 Annual Report free of charge by:

•Requesting online at www.proxyvote.com;

•Calling 1-800-579-1639;

•Sending an email to sendmaterial@proxyvote.com including your control number; or

•Writing to Melissa M. Buhrig, Secretary, at the Company’s corporate headquarters located at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479.

Please make the request as instructed above on or before May 18, 2023, to facilitate timely delivery. While stockholders may request to receive paper copies of proxy materials on an ongoing basis, the Company encourages stockholders to access the proxy materials online to help reduce the costs the Company incurs in printing and mailing paper copies of the proxy materials and 2022 Annual Report.

What is a Proxy Statement?

A Proxy Statement is a document that the SEC requires us to give you when we solicit your proxy to vote your shares on your behalf. A proxy is your legal designation of another person to vote the stock you own. When you vote online, by telephone or by signing, dating and returning your proxy card, you designate two of our officers as your proxies at the Annual Meeting. These two officers are Dane J. Neumann, our Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary, and Melissa M. Buhrig, our Executive Vice President, General Counsel and Secretary, each with full power to act without the other and with full power of substitution.

Who is entitled to vote?

Holders of CVR Energy common stock at the close of business on the Record Date, April 3, 2023, are entitled to receive the Notice and to vote their shares at the Annual Meeting and any adjournments or postponements thereof. A list of stockholders of record will be available for inspection during normal business hours for ten days preceding the Annual Meeting at our corporate headquarters located at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479 and electronically during the Annual Meeting at www.proxyvote.com when you enter your control number. On the Record Date, there were 100,530,599 shares of CVR Energy common stock outstanding. CVR Energy common stock is our only class of voting stock issued and outstanding.

How many votes do I have?

You will have one vote for every share of CVR Energy common stock that you owned at the close of business on the Record Date, April 3, 2023.

What is the difference between a stockholder of record and a beneficial owner?

If your shares are registered directly in your name with CVR Energy’s transfer agent, American Stock Transfer & Trust Company, you are considered the “stockholder of record” with respect to those shares. If your shares are held in a stock brokerage account, by a bank, or other nominee, you are considered a “beneficial owner” with respect to those shares, which shares are sometimes referred to as being held “in street name,” and access to our proxy materials is being provided to you by your broker, bank, or other nominee who is considered the stockholder of record with respect to those shares.

Can I revoke or change my vote?

If you are a stockholder of record, you can change or revoke your proxy before it is voted at the Annual Meeting in one of the following ways:

•Timely delivering a valid, later-dated proxy or a later-dated vote by telephone;

•Timely delivering written notice of revocation to the Company’s Secretary at the address above; or

•Attending the Annual Meeting online and voting online during the Annual Meeting.

If you are a beneficial owner of shares but not the stockholder of record, you may submit new voting instructions by contacting your broker, bank, or other nominee. You may also vote at the Annual Meeting if you obtain a legal proxy as described in the answer to the question “How do I vote?” above. All shares that have been properly voted and not revoked will be voted at the Annual Meeting.

How can I participate in the Annual Meeting?

The Annual Meeting will be held entirely online, as permitted by Delaware law and our By-Laws. There will be no physical location at which stockholders may attend the Annual Meeting. Stockholders who participate in the virtual Annual Meeting will be deemed to be present in person and will be able to vote during the Annual Meeting at the time the polls are open. Stockholders who wish to participate in the meeting should go to www.virtualshareholdermeeting.com/CVI2023 at least 10 minutes before the beginning of the Annual Meeting to register their participation and complete the verification procedures to confirm that they were stockholders of record (or a duly authorized proxy holder of a stockholders of record) as of the Record Date, April 3, 2023. Stockholders of record (or a duly authorized proxy holder of a stockholder of record) will need to provide their control number to verify their identity and gain access to the Annual Meeting.

How do I submit a question at the Annual Meeting?

Stockholders who are admitted to the Annual Meeting at www.virtualshareholdermeeting.com/CVI2023 after providing their control number are permitted to submit questions electronically during the Annual Meeting by following the instructions on the virtual meeting platform. Questions should be succinct, cover only one topic per question, and be limited to matters in the Agenda to be voted on by Stockholders at the Annual Meeting. Questions from multiple Stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Stockholders will be limited to two questions (limited to 200 characters per question) per Stockholder. Stockholders may raise any questions not answered during the Annual Meeting (such as questions raising matters of individual concern and not of general concern to all Stockholders) after the Annual Meeting by contacting Investor Relations by phone at (281) 207-3205 or email at investorrelations@cvrenergy.com.

What if during the check-in time or during the Annual Meeting, I have technical difficulties or trouble accessing the live webcast?

If you encounter any difficulties accessing the live webcast during the check-in or meeting, please call the Broadridge technical support number that will be posted on the Annual Meeting log-in page at www.virtualshareholdermeeting.com/CVI2023.

What votes need to be present to hold the Annual Meeting?

Under our By-Laws, the presence, in person (virtually) or by proxy, of the stockholders of record of a majority of the aggregate voting power of the common stock issued and outstanding on the Record Date (April 3, 2023) entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining whether a quorum exists. Although not expected, if a quorum is not present or represented, we may adjourn and reschedule the Annual Meeting, without notice other than announcement at the Annual Meeting, until a quorum is present or represented.

How are votes counted?

For Proposal 1 (Election of Six Director Nominees Named in this Proxy Statement), your vote may be cast “FOR ALL” of the nominees, “WITHHOLD ALL” of the nominees, or your vote may be “FOR ALL EXCEPT” with respect to one or more of the nominees. If you withhold your vote with respect to any nominee, your vote will have

no effect on the election of such nominee. For Proposals 2 (Advisory Vote on Say-on-Pay) and 4 (Ratification of the Appointment of Auditors), your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” For Proposal 3 (Advisory Recommendation on Say-on-Pay Frequency), you may indicate whether you recommend an advisory vote on named executive officer compensation every “1 YEAR”, “2 YEARS” or “3 YEARS”, or you may “ABSTAIN.” If you “ABSTAIN” from voting with respect to Proposals 2, 3 and 4, it has the same effect as a vote “AGAINST” the proposal. If you sign your voting instruction form with no further instructions and you are a stockholder of record as of the Record Date, then your shares will be voted in accordance with the recommendations of our Board. If you sign your voting instruction form with no further instructions and you are a beneficial owner, then please see the response to the question immediately below for a description of how your shares will be voted.

What is the effect of broker non-votes?

A broker “non-vote” occurs when a broker, bank, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Under current New York Stock Exchange (“NYSE”) rules, a broker, bank, or other nominee may exercise discretionary voting power for Proposal 4 (Ratification of the Appointment of Auditors) and, therefore, no broker non-votes are expected for this proposal. However, your broker, bank, or other nominee will not be permitted to exercise discretion to vote your shares for the Proposal 1 (Election of Six Director Nominees Named in this Proxy Statement), Proposal 2 (Advisory Vote on Say-on-Pay), or Proposal 3 (Advisory Recommendation on Say-on-Pay Frequency). Directors are elected by a plurality vote and, therefore, shares subject to a broker non-vote with respect to the election of directors will have no effect on the election of nominees. Shares subject to a broker non-vote with respect to Proposal 2 (Advisory Vote on Say-on-Pay) or Proposal 3 (Advisory Recommendation on Say-on-Pay Frequency) will be considered to be entitled to vote on such proposal and, therefore, will have the effect of “AGAINST” these proposals.

Is this Proxy Statement the only way that proxies may be solicited?

While we may solicit proxies by telephone, by fax, by other electronic means of communication (through electronic mail and the Company’s webpage), or in person, we have not engaged an outside solicitation firm in connection with the solicitation of proxies at this year’s Annual Meeting.

Who will pay the costs of soliciting these proxies?

We will bear all costs of solicitation. Upon request, we will reimburse brokers, banks, and other nominees for the expenses they incur in forwarding the proxy materials to you.

Where can I find the voting results?

We will publish voting results in a Current Report on Form 8-K (“Form 8-K”) that we will file with the SEC within four business days following the Annual Meeting. If on the date of this filing the inspector of election for the Annual Meeting has not certified the voting results as final, we will note in the filing that the results are preliminary and publish the final results in a subsequent amended Form 8-K filing within four business days after the final voting results are known.

Why did I receive only one Notice when there are several stockholders of record at my address?

If you and other residents at your mailing address own shares in street name, your broker, bank, or other nominee may have sent you a notice that your household will receive only one annual report and proxy statement for each company in which you hold shares through that broker, bank, or other nominee. This practice is called “householding.” If you did not respond that you did not want to participate in householding, you are deemed to have consented to that process. If these procedures apply to you, your broker, bank, or other nominee will have sent one copy of the Notice and, if applicable, our 2022 Annual Report and Proxy Statement to your address. You may revoke your consent to householding at any time by contacting your broker, bank, or other nominee.

If you did not receive an individual copy of the Notice, our 2022 Annual Report, or Proxy Statement, we will send copies to you if you contact us at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479, (281) 207-3200, Attention: General Counsel & Secretary or use one of the other methods described in this Proxy Statement. If you and other residents at your address have been receiving multiple copies of the Notice or, if applicable, our 2022 Annual Report or Proxy Statement, and desire to receive only a single copy of these materials, you may contact your broker, bank, or other nominee or contact us at the above address or telephone number.

Whom should I contact if I have any questions about my common stock ownership?

If you are a stockholder of record and have any questions about your ownership of CVR Energy common stock, please contact our transfer agent at: American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219, Telephone: (800) 937-5449, E-mail: help@astfinancial.com, or Website Address: www.astfinancial.com. If you are a beneficial owner, holding your shares “in street name,” please contact your broker, bank, or other nominee with questions about your ownership of CVR Energy common stock.

CORPORATE GOVERNANCE

Introduction

We believe that good corporate governance benefits all of our stockholders and is a critical component to driving long-term stockholder value. We regularly review and consider, and may make changes to, our corporate governance policies and practices in light of the rules, regulations, and standards of the SEC and NYSE, industry best practices, and input from our Board, its committees, and our stockholders.

We have adopted a Code of Ethics and Business Conduct (the “Code”) that applies to all of our directors, officers, and employees, and also includes portions that specifically apply to our Chief Executive Officer, and all finance associates, including the Chief Financial Officer, Principal Accounting Officer, and others performing similar functions. The Code also, to the extent required in their agreements with us, applies to contractors, suppliers, vendors, consultants, and others who do business on our behalf. The Code strictly prohibits our employees and contractors from taking any act in support of human rights abuses, including forced labor and human trafficking. Our employees and directors receive training on the Code at least annually, including regarding anti-corruption. Copies of the Code and our Corporate Governance Guidelines are posted on our website at www.CVREnergy.com under the heading “Investor Relations” and the subheading “Corporate Governance.” Printed copies of these documents are also available free of charge upon request to our Secretary. We will post on our website or file a Form 8-K with the SEC any amendments to, or waivers from, the Code requiring disclosure under applicable rules within four business days following any such amendment or waiver.

Our Board

As of December 31, 2022, the Board consisted of three directors affirmatively determined by the Board to be independent directors (Jaffrey A. Firestone, Stephen Mongillo, 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 directors and/or executive officers of IEP (Hunter C. Gary and David Willetts). One other non-management director who was previously affiliated with IEP also served as a director during 2022 (Kapiljeet Dargan from January 1, 2022 until June 23, 2022). Effective on March 17, 2023, (i) one non-management director, David Willetts, resigned from the Board and the committees of the Board on which he served as a result of other board commitments, and not as a result of any disagreements with the Company or any of its directors, officers or employees; and (ii) Ted Papapostolou was appointed to the Board as Chairman. Mr. Papapostolou is a non-management director and also serves as a director and as the chief financial officer and chief accounting officer of IEP.

None of our current directors 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.

Name

Age

Position

Joined Board

Ted Papapostolou

Director and Chairman of the Board

March 2023

Jaffrey (Jay) A. Firestone

Director

April 2020

Hunter C. Gary

Director

September 2018

David L. Lamp

Director, President and CEO

January 2018

Stephen Mongillo

Director

May 2012

James M. Strock

Director

May 2012

Detailed descriptions of the backgrounds, experience, and qualifications of our directors can be found in “Proposal 1” herein. 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.

Board Leadership

Our Corporate Governance Guidelines provide the Board with the flexibility to exercise its business judgment to choose the optimal leadership for the Board depending upon the Company’s particular needs and circumstances.

The Board is currently led by its Chairman, Mr. Papapostolou, who was appointed Chairman of the Board on March 17, 2023. During 2022, the Board was led by Mr. Lamp until Mr. Willetts was appointed Chairman on April 4, 2022, and was led by Mr. Willetts from April 4, 2022, until his resignation from the Board on March 17, 2023, when Mr. Papapostolou, our current Chairman, was appointed. The Board believes that its leadership structure, which separates the Chairman and CEO roles, enhances accountability, and is the best structure for the Company at this time. However, the Board recognizes there is no single “right” approach, so the Board maintains the flexibility to make determinations as to the best leadership structure and allocation of responsibilities of the Chairman and CEO as circumstances warrant. In determining the appropriate leadership structure, the Board considers, among other factors, the current composition and dynamics of the Board and the challenges and opportunities specific to the Company.

Director Qualifications and Nominations

The Board seeks a diverse group of directors who have attributes necessary to create a cohesive and effective Board, including high personal and professional ethics, integrity and values, vision and long-term strategic perspective, experience in similar industries, practical judgment, the ability to devote significant time to serve on our Board and its committees, and a commitment to representing the long-term interests of all of our stockholders. The Board believes its members should possess a combination of skills, professional experience, and diversity of backgrounds and perspectives necessary to oversee our business.

As a result of IEP’s control of a majority of our outstanding common stock, IEP ultimately controls the election of all of the members of our Board. Consequently, our Board has deemed it appropriate not to maintain a formal policy with respect to the review of potential nominees or to charge the Nominating and Corporate Governance Committee (the “Governance Committee”) with the nomination of directors. However, all of our directors ultimately participate in the review of potential nominees to our Board. In 2023, the Board reviewed the qualifications, skills, backgrounds, and experience of our directors and director nominees, both individually and in the broader context of the Board’s overall composition and our current and anticipated future needs, as well as the vote of our stockholders from its 2022 Annual Meeting, in which stockholders overwhelmingly voted for each of our 2022 nominees, including five directors who are nominees for the 2023 Annual Meeting.

The Board may consider candidates recommended by stockholders, as well as candidates recommended by other sources such as other directors or officers, third-party search firms, or other appropriate sources. If a stockholder wishes to recommend a candidate for director for election at the 2024 Annual Meeting of Stockholders, it must follow the procedures described below under “2024 Stockholder Proposals and Director Nominations.”

Director Independence and the “Controlled Company” Exemption

We are a controlled company under the rules of the NYSE and, as a result, we qualify for and rely on exemptions from certain requirements of the NYSE. Under the rules of the NYSE, a listed company is a controlled company when more than 50% of the voting power is held by an individual, a group, or another company. Our Board has determined that we are a controlled company because Carl C. Icahn indirectly controls approximately 70.8% of our outstanding common stock.

Due to our status as a controlled company, we are relying on exemptions from the NYSE rules that require our Board be composed of a majority of independent directors, as defined under the rules of the NYSE. Although not required by the NYSE, the Board does maintain a Compensation Committee and a Governance Committee, which are not (and are not required to be) composed solely of independent directors.

The controlled company exemption does not modify the independence requirements for the Audit Committee. The Sarbanes-Oxley Act of 2002 (as amended, the “Sarbanes-Oxley Act”) and NYSE rules require that our Audit Committee be composed entirely of independent directors. The members of the Audit Committee are Mr. Mongillo, who serves as Chairman of the committee, and Messrs. Firestone and Strock. All members of the Audit Committee were affirmatively determined by our Board to be “independent” and “financially literate” under the rules and regulations of the NYSE and the SEC applicable to audit committee members under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), during their time of service. In addition, Mr. Mongillo was further

affirmatively determined to be an “Audit Committee Financial Expert” under the rules and requirements of the NYSE.

Board Oversight and Meetings

The Board oversees the business of the Company, which is conducted by the Company’s officers and employees under the direction of the CEO. The Board performs a number of specific functions either directly or through its committees, including (among others):

•Reviewing, approving, and monitoring financial and business strategies, risks, and major corporate actions;

•Selecting, evaluating, and compensating the CEO and other executive officers of the Company;

•Reviewing the Company’s business results and compliance with its public disclosure obligations; and

•Overseeing the Company’s ESG initiatives.

Members of the Board are kept informed about our Company’s business by members of the Company’s management. The full Board is also advised of actions taken by the various committees of our Board at least quarterly. Directors have access to all of our books, records, and reports, and members of management are available at all times to answer their questions. Management also communicates with the various members of our Board on an informal basis, as needed, to effectively oversee the activities of our Company.

The Board met six times and acted by written consent six times in 2022. All of the directors who served during 2022 attended at least 90% of the total meetings of the Board and each of its committees on which such director served that were held during such director’s Board tenure. In addition, while we do not have a policy regarding attendance at the annual meeting of stockholders, all director nominees are encouraged to attend the Annual Meeting. In 2022, four directors attended our virtual Annual Meeting of stockholders.

Meetings of Non-Management Directors and Executive Sessions

To promote open discussion among non-management directors, we schedule regular executive sessions in which our independent directors and non-management directors meet without management participation. During 2022, three of our directors were independent (Messrs. Firestone, Mongillo, and Strock) and all of our directors were non-management directors, except for Mr. Lamp, our CEO. While we do not currently have a lead independent director, Mr. Mongillo presides over executive sessions held by our independent and non-management directors. Our independent directors met eight times in executive session during 2022.

Risk Oversight

We believe that our governance processes provide rigorous Board oversight of the Company and its management. The Board considers oversight of CVR Energy’s risks and risk management activities to be a responsibility of the entire Board, though the Board also delegates certain risk oversight to certain of its committees which regularly report on such areas of oversight.

Board of Directors

Overall responsibility for oversight of Company risks.

Delegates responsibility for managing certain risks to its committees with regular reporting.

Audit Committee
Risk Oversight Areas

Compensation Committee
Risk Oversight Areas

Governance Committee
Risk Oversight Areas

EH&S Committee
Risk Oversight Areas

Financial exposure, insurance, legal, compliance, financial statements and reporting, technology and cybersecurity, and ESG governance initiatives

Compensation and benefits policies and programs, succession, executive performance, and ESG social initiatives

Corporate governance, Code compliance, Board and committee performance, and ESG governance initiatives

Environmental, health and safety policies, programs, procedures, regulations, compliance and initiatives, and ESG environmental initiatives

The Board’s role in risk oversight includes receiving regular reports from management on areas of material risk to the Company or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, cyber, strategic, and reputational risks. The full Board (or the appropriate committee, in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate members of management to enable the Board (or committee) to understand the Company’s risk identification, risk management, and the steps management has taken to monitor and control such exposures, including the periodic review of new and emerging risks. When a report is vetted at the committee level, the chairman of that committee or their designee subsequently reports on the matter to the full Board. This enables the Board and its committees to coordinate the Board’s risk oversight role. The Board also believes that risk management is an integral part of CVR Energy’s annual strategic planning process, which addresses, among other things, long-term risks and opportunities. The Company maintains an Enterprise Risk Committee composed of members of management with responsibility for each business unit and risk area of the Company. The Enterprise Risk Committee reports at least quarterly to the Board or its committees, as applicable.

The Company is committed to conducting business in a safe and environmentally sensitive manner that promotes sustainability and respects community values, while staying true to its mission of providing superior performance, profitable growth, resilience, adaptability and stockholder value. In recognition of the importance of ESG principles to our business, a steering committee composed of members of our management team leads and directs the execution of the Company’s ESG initiatives. The Company published its first externally available ESG report in 2022. The charters of the committees and our Corporate Governance Guidelines include ESG risk oversight as a responsibility of each committee and the Board.

The CEO’s membership on, and collaboration with, the Board allows him to gauge whether management is providing adequate information for the Board to understand the interrelationships of our various businesses and risks. He is available to the Board to address any questions from other directors regarding management’s ability to identify and mitigate risks and weigh them against potential rewards.

Committees of the Board

Our Board has five main standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, the Environmental, Health & Safety Committee, and the Special Committee. Any standing committee with a written charter reviews the adequacy of such charter periodically or annually, as applicable, in addition to evaluating its performance and reporting to the Board on such evaluation. The charter for each of these committees (except the Special Committee, which does not have a charter) is posted on our website at www.CVREnergy.com under the heading “Investor Relations” and the subheading “Corporate Governance.” The function of each committee is described in greater detail below.


Audit Committee Met 4 times in 2022 Acted by Written Consent 1 time in 2022 Current Members: Stephen Mongillo, Chairman(1)(2)(3) Jaffrey A. Firestone(1)(2) James M. Strock(1)(2)			Primary Responsibilities: •Oversees and reviews with management, the independent auditor, and internal auditor the integrity of the Company’s financial statements, financial reports, and other financial information •Oversees and reviews the integrity and adequacy of the Company’s auditing, accounting and financial reporting processes, and systems of internal controls for financial reporting regarding finance, accounting, reporting, and critical accounting policies and practices •Assists with Board oversight of the Company’s compliance with legal and regulatory requirements, including internal controls designed for that purpose and financial and related risks •Oversees and reviews the independence, qualifications, and performance of the Company’s independent auditor including fees related thereto •Oversees the performance of the Company’s internal audit function, including the budget and staffing thereof •Reviews and discusses with management potential significant risks to the Company and risk mitigation efforts, including relating to information technology and cybersecurity controls •Assists the Board in its oversight of the governance portions of the Company’s ESG initiatives including the Company’s Code of Ethics and Business Conduct, anti-bribery and anti-corruption programs and of the overall risks relating to such ESG initiatives •Prepares the Audit Committee report that the SEC rules require to be included in the Company’s annual proxy statement
Compensation Committee Met 3 times in 2022 Acted by Written Consent 7 times in 2022 Current Members: (4) Hunter C. Gary, Chairman Jaffrey A. Firestone (1) Ted Papapostolou			Primary Responsibilities: •Reviews, amends, modifies, adopts, and oversees the incentive compensation plans, equity-based compensation plans, qualified retirement plans, health and welfare plans, deferred compensation plans, and any other benefit plans, programs or arrangements sponsored or maintained by the Company •Evaluates the performance of our executive officers and, in connection therewith, reviews and determines, or recommends to the Board, the annual salary, bonus, equity-based compensation, and other compensation, incentives and benefits of our executive officers (other than compensation and benefits provided by one of its affiliates) •Reviews and approves any employment, consulting, change-in-control, severance or termination, or other compensation agreements or arrangements with our executive officers •Reviews and makes recommendations to the Board with respect to the compensation of non-employee directors or any plans or programs relating thereto •Reviews and discusses the Compensation Committee Report and the Compensation Discussion and Analysis and recommends to the Board their inclusion in the Company’s Proxy Statement •Assists the Board in assessing any risks to the Company associated with compensation practices and policies •Assists the Board in its oversight of the social portions of the Company’s ESG initiatives including diversity, inclusion and human rights strategies, commitments, and reporting
Governance Committee Met 2 times in 2022 Current Members: (4) James M. Strock, Chairman (1) Stephen Mongillo (1) Ted Papapostolou			Primary Responsibilities: •Reviews the Company’s governance policies including Corporate Governance Guidelines and any requests for waivers thereunder •Oversees the annual self-assessment of the Board and its committees •Assists the Board in oversight of governance and related risks •Reviews and makes recommendations on any stockholder proposals •Leads director orientation and continuing education •Assists the Board in its oversight of the governance portions of the Company’s ESG initiatives including the Company’s governance practices and reputation


EH&S Committee Met 2 times in 2022 Current Members: (4) James M. Strock, Chairman (1) Jaffrey A. Firestone (1) Hunter C. Gary			Primary Responsibilities: •Oversees the establishment, administration and effectiveness of EH&S policies, programs, procedures, and initiatives •Assists the Board in oversight of risks relating to EH&S, including climate-related risks •Evaluates the Company’s contingency planning and emergency response preparedness •Assists the Board in its oversight of the environmental, health, safety, and security portions of the Company’s ESG initiatives including the Company’s environmental, health, safety and security risks, opportunities, policies, and reporting, including those related to climate change and sustainability
Special Committee Acted by Written Consent 11 times in 2022 Current Members: (4) David L. Lamp Stephen Mongillo (1) Ted Papapostolou			Primary Responsibilities: •Evaluates and approves matters arising during the intervals between Board meetings •Exercises approval authority delegated by the Board

(1)Independent

(2)Financially Literate

(3)Audit Committee Financial Expert

(4)During 2022, Mr. Willetts served as a member of the Compensation, Governance and Special Committees until his resignation from the Board and its committees on March 17, 2023, and Mr. Dargan served as a member of the Compensation and EH&S Committees until his resignation from the Board and its committees on June 23, 2022.

Compensation Committee Interlocks and Insider Participation

As of December 31, 2022, the Compensation Committee was composed of Messrs. Gary and Willetts, each a non-management director who was (and remains) an officer and/or an employee of IEP, and Mr. Firestone, an independent director. During 2022, one other non-management director affiliated with IEP also served on the Compensation Committee (Kapiljeet Dargan from January 1, 2022 until June 23, 2022). As of March 17, 2023, Mr. Willetts was replaced on the Compensation Committee by Mr. Papapostolou, a non-management director who is an officer and/or an employee of IEP. None of these current or former members of the Compensation Committee have, at any time, been an officer or employee of the Company and none have any relationship requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company.

Communications with Directors

Stockholders and other interested parties wishing to communicate with our Board may send a written communication addressed to:

CVR Energy, Inc.

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

Attention: General Counsel & Secretary

Our General Counsel and Secretary will forward all appropriate communications directly to our Board or to any individual director or directors, depending upon the facts and circumstances outlined in the communication. Any stockholder or other party who is interested in contacting only the independent directors or non-management directors as a group or the director who presides over the meetings of the independent directors or non-management directors may also send written communications to the contact above and should state for whom the communication is intended.

DIRECTOR COMPENSATION

Director Compensation Program

In October 2021, 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 2022 the same as in 2021. During 2022, the Non-Employee Directors received the following annual director fees:

•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 of out-of-pocket costs incurred in connection with attending meetings of the Board and its committees and up to $1,500 in director-related education expenses.

No other directors (including non-management directors who are employees or officers of IEP) receive any compensation for their service on the Board or its committees, though they are entitled to reimbursement of certain travel expenses incurred in connection with their service on the Board and its committees.

The following table reflects compensation earned by or paid to each Non-Employee Director for the year ended December 31, 2022:


Name	Fees Earned or Paid in Cash (1)		All Other Compensation		Total
Jaffrey (Jay) A. Firestone (2)	$	52,508	$	—	$	52,508
Stephen Mongillo	57,000		—		57,000
James M. Strock (3)	59,967		—		59,967

(1)Amounts reflected in this column represent the annual retainer fees for services as a director, including those associated with committee membership and chair positions.

(2)Mr. Firestone’s fees were paid in the Canadian dollar equivalent of $52,508 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.

PROPOSAL 1

ELECTION OF SIX DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE FOLLOWING DIRECTOR NOMINEES:

Jaffrey A. Firestone Hunter C. Gary David L. Lamp Stephen Mongillo Ted Papapostolou James M. Strock

Our Board oversees the management of our business and has fixed the number of directors on the Board at six. Directors are elected annually at our Annual Meeting. Our current directors, Messrs. Firestone, Gary, Lamp, Mongillo, Papapostolou, and Strock (collectively, the “Director Nominees” and individually a “Director Nominee”), stand for election at this 2023 Annual Meeting, to serve on our Board until the 2024 Annual Meeting of Stockholders or until their successors are elected and qualified.

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, demographics, 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 his experiences summarized below in the Director Skills and Experience Matrix. The key skills identified below are those that the Board has determined to be important in light of Company’s business and strategic goals.

Director Skills and Experience Matrix

Key Skills / Experience

Papapostolou

Firestone

Gary

Lamp

Mongillo

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

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 does not possess that skill or experience, and instead the presence of a checkmark represents that the skill is a core competency of that director. The skills and experiences of our Director Nominees are further described in their biographies on the following pages.

DIRECTOR NOMINEES:


Nominee			Principal Occupation, Experience and Qualifications 1
Jaffrey A. Firestone Independent Director Age: 66 Director since: 2020 CVI Board Committees: Audit Compensation Environmental, Health & Safety Current Public Company Directorships: Enzon Pharmaceuticals, Inc. (since June 2022) Sandridge Energy, Inc. (since May 2021) Former Public Company Directorships 2: Voltari Corporation (2011 to 2019)			Mr. Firestone has served as our director since April 2020. Since 2006, Mr. Firestone has served as Chairman and Chief Executive Officer at Prodigy Pictures Inc., a leader in the production of quality film, television and cross-platform media. Previously, Mr. Firestone established Fireworks Entertainment in 1996 to produce, distribute and finance television programs and feature films. In 1998, Fireworks Entertainment was acquired by CanWest Global Communications Corporation, and Mr. Firestone was named Chairman and Chief Executive Officer and oversaw the company’s Los Angeles and London based television operations as well as its Los Angeles feature film division, Fireworks Pictures. In addition, Mr. Firestone oversaw the company’s interest in New York based IDP Distribution, an independent distribution and marketing company formed by Fireworks Entertainment in 2000 as a joint venture with Samuel Goldwyn Films and Stratosphere Entertainment. Mr. Firestone has served on the board of directors and the audit committee of Enzon Pharmaceuticals, Inc. (“Enzon”), a public acquisition vehicle, since June 2022 and on the board of directors of Sandridge Energy, Inc. (“Sandridge”), an independent oil and gas company engaged in the development, production and acquisition of oil and gas properties, since May 2021. Mr. Firestone has served on the board of directors for the Academy of Canadian Cinema and Television and the Academy of Television Arts and Sciences International Council in Los Angeles. Mr. Firestone previously served on the board of directors and the audit committee of Voltari Corporation (“VLTC”), a company in the business of acquiring, financing and leasing commercial real properties from 2011 to 2019. Mr. Firestone has led two successful initial public offerings and, in 1998, was nominated for entrepreneur of the year. Mr. Firestone obtained a degree in commerce from McMasters University. Mr. Firestone has extensive experience in financial reporting, which, in addition to his past service on other boards, enables him to advise our Board on a range of matters, including financial matters, and makes him qualified to serve as our director.
Hunter C. Gary Director Age: 48 Director since: 2018 CVI Board Committees: Compensation, Chair Environmental, Health & Safety Current Public Company Directorships: Conduent Inc. (since August 2020) Herc Holdings Inc. (since May 2022) Former Public Company Directorships 2: Tropicana Entertainment Inc. (2010 to 2018) Cadus Corporation (2014 to 2018) CVR Refining, LP (2018 to 2019) Herbalife Ltd. (2014 to 2021) CVR Partners, LP (2018 to 2021)			Mr. Gary has served as our director since September 2018. Mr. Gary has served as Senior Managing Director of IEP and has been employed by IEP since November 2010. At IEP, Mr. Gary is responsible for monitoring portfolio company operations, implementing operational value enhancement and leading operational activities in areas including, technology, merger integration, supply chain, organization transformation, real estate, recruiting, business process outsourcing, SG&A cost reduction, strategic IT projects, and executive compensation. Mr. Gary has served in various roles at IEP, including President of IEP’s Real Estate segment since November 2013 and head of IEP’s Information Technology and Cybersecurity group since September 2015. Mr. Gary has served as President and Chief Executive Officer of Cadus Corporation (“Cadus”), a company engaged in the acquisition of real estate for renovation or construction and resale, from March 2014 until June 2018. Prior to both IEP and Cadus, Mr. Gary had been employed by Icahn Associates Corporation (“IA”), an affiliate of IEP, in various roles since June 2003, most recently as the Chief Operating Officer of Icahn Sourcing LLC, a group purchasing organization focused on leveraging the aggregated spend of its collective members. Mr. Gary has been a director of: Herc Holdings Inc. (“Herc”), an equipment rental company, since May 2022; 767 Auto Leasing LLC (“767”), an automotive leasing company, since April 2021; NS Beach Club LLC (“NSBC”) a country club operator, since February 2021; New Seabury

1 ACF, AIM, ARI, BA, Cadus, CVRR, CVR Partners, EECH, FDML, Ferrous, IA, IAG, IEP, Icahn Capital, IAG, IEHAP, IEP, INV, NSH, NSBC, PBYS, PSC, TAC, TEI, TEC, VKSC, Vivus, VLTC, WPH, XO and 767 each are or previously were indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had a non-controlling interest in Conduent, Enzon, HLF, Herc, and Sandridge through the ownership of securities.

2 Represents a listing of former public company directorships held in the last five years.


Hunter C. Gary Director (continued)			Homes LLC (“NSH”), a developer of single-family homes, since February 2021; Vivus Inc. (“Vivus”), a pharmaceutical company, since December 2020; Conduent Inc. (“Conduent”), a business process outsourcing company, since August 2020; Eagle Entertainment Cayman Holdings Company LTD (“EECH”), a timeshare and resort, since October 2018; Icahn Automotive Group LLC (“IAG”), an automotive parts installer, retailer and distributor, since February 2016; and The Pep Boys - Manny, Moe & Jack (“PBYS”), an automotive parts installer and retailer, since February 2016; and WestPoint Home LLC (“WPH”), a home textiles manufacturer, since June 2007. Mr. Gary was previously a director of: PSC Metals Inc. (“PSC”), a metal recycling company, from May 2012 until December 2021; ACF Industries LLC (“ACF”), a railcar manufacturing company, from July 2015 until September 2021; the general partner of CVR Partners, from September 2018 until March 2021; Herbalife Nutrition Ltd. (“HLF”), a nutrition company, from April 2014 until January 2021; IEH AIM LLC (“AIM”), an auto parts buying group, from March 2017 until September 2019; IEH BA LLC (“BA”), a seller of imported auto parts, from March 2017 until June 2019; Ferrous Resources Limited (“Ferrous”), an iron ore mining company, from June 2015 until August 2019; the general partner of CVR Refining, L.P. (“CVRR”), an independent downstream energy limited partnership, from September 2018 until February 2019; Tropicana Entertainment Cayman Holdings Co. Ltd. (“TEC”), a casino and resort holding company, from January 2011 until October 2018; Tropicana Entertainment Inc. (“TEI”), a company that is primarily engaged in the business of owning and operating casinos and resorts, from March 2010 to October 2018; Cadus and Cadus Technologies Inc., from February 2014 to June 2018; Icahn Nevada Management Corp. (“INV”), the owner and management company of an unfinished casino and resort, from June 2014 to November 2018; Tropicana Atlantic City Corp. (“TAC”), a casino and hotel in New Jersey, from May 2014 until September 2018; XO Holdings (“XO”), a provider of telecom services, from September 2011 to January 2018; and IEH Auto Parts LLC (“IEHAP”), a distributor of automotive aftermarket parts, from June 2015 to May 2017; Federal-Mogul Holdings Corporation (“FDML”), a supplier of automotive powertrain and safety components, from October 2012 to February 2016; VLTC, from October 2007 to September 2015; American Railcar Industries, Inc. (“ARI”), a railcar manufacturing company, from January 2008 to June 2015; and Viskase Companies Inc. (“VKSC”), a meat casing company, from August 2012 to June 2015. Mr. Gary received his Bachelor of Science degree with senior honors from Georgetown University, as well as a certificate of executive development from Columbia Graduate School of Business. Mr. Gary’s experience in operations and oversight matters for a variety of companies and service on other public company boards, enable him to advise our Board on a range of matters and make him qualified to serve as our director.


David L. Lamp Director Age: 65 Director since: 2018 CVI Board Committees: Special Current Public Company Directorships: CVR Partners, LP (since January 2018) Former Public Company Directorships 2: CVR Refining, LP (2018 to 2019)			Mr. Lamp has served as our director since January 2018. Mr. Lamp has also served as our President and Chief Executive Officer and as the Executive Chairman of the general partner of CVR Partners since December 2017, and as a member of the board of directors of the general partner of CVR Partners since January 2018, including as chairman of the board of directors of the general partner of CVR Partners from January 2018 to March 2023. Mr. Lamp has more than 40 years of technical, commercial and operational experience in the refining and chemical industries. He previously served as a director of the general partner of our affiliate, CVRR, from January 2018 to February 2019; and as president and chief operating officer of Western Refining, Inc. (“WNR”), formerly an independent refining and marketing company, from July 2016 until its sale to Andeavor (then Tesoro Corporation) in June 2017. Mr. Lamp serves on the board of directors of the American Fuel & Petrochemical Manufacturers Association and is a past chairman. Mr. Lamp graduated from Michigan State University with a Bachelor of Science in Chemical Engineering. We believe Mr. Lamp’s extensive knowledge and experience in the refining and chemical industries, as well as his significant background serving in key executive roles at public and private companies, and strong leadership skills make him well qualified to serve as our director.
Stephen Mongillo Independent Director Age: 61 Director since: 2012 CVI Board Committees: Audit, Chair Nominating and Corporate Governance Special Current Public Company Directorships: Icahn Enterprises L.P. (since March 2020) Former Public Company Directorships 2: Herc Holdings, Inc. (2016 to 2018)			Mr. Mongillo has served as our director since May 2012. Mr. Mongillo is currently the Chairman and Chief Executive Officer of AMPF, Inc., a distributor of picture frame mouldings and supplies of which he is the principal shareholder. Since November, 2022 Mr. Mongillo has been an equity member of Manufactured Housing Partners LLC (“MHP”), a private real estate management company. Mr. Mongillo is a private investor and currently serves as a director and chairman of the audit committee of IEP. From January 2008 to January 2011, Mr. Mongillo served as a Managing Director of Icahn Capital LP, the entity through which Mr. Icahn managed third-party investment funds. Prior to joining Icahn Capital LP, Mr. Mongillo worked at Bear Stearns for ten years, most recently as a Senior Managing Director overseeing the leveraged finance group’s efforts in the healthcare, real estate, gaming, lodging, leisure, restaurant and education sectors. Mr. Mongillo has previously served as a director of Herc, from 2016 to 2018. Mr. Mongillo received a B.A. from Trinity College and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College. Based on Mr. Mongillo’s over 25 years of experience in the financial industry and his strong understanding of the complex business and financial issues encountered by large, complex companies, we believe that Mr. Mongillo’s set of skills make him qualified to serve as our director.


Ted Papapostolou Chairman and Director Age: 43 Director since: March 2023 CVI Board Committees: Compensation Nominating and Corporate Governance Special Current Public Company Directorships: Icahn Enterprises L.P. (since December 2021) Viskase Companies, Inc. (since April 2020)			Mr. Papapostolou has served as the Chief Financial Officer and the Chief Accounting Officer of IEP, since November 2021 and April 2020, respectively. Mr. Papapostolou has served as a director of IEP since December 2021 and as its secretary since April 2020. Mr. Papapostolou served in various progressive accounting positions at IEP from March 2007 to March 2020. Previously, Mr. Papapostolou worked at Grant Thornton LLP in their audit practice. Mr. Papapostolou has served as director of VKSE, since April 2020. Mr. Papapostolou received his M.B.A. from The Peter J. Tobin College of Business at Saint John's University and his B.B.A. from Frank G. Zarb School of Business at Hofstra University. Mr. Papapostolou’s significant financial expertise and experience serving in key leadership roles with public entities, among other qualities, make him well qualified to serve as our director.
James M. Strock Independent Director Age: 66 Director since: 2012 CVI Board Committees: Audit Nominating and Corporate Governance, Chair Environmental, Health and Safety, Chair			Mr. Strock has served as our director since May 2012. Mr. Strock is the Chief Executive Officer of Serve to Lead Group, Inc., which he founded in 1997. Serve to Lead Group, Inc. serves 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, energy, and medical cannabis. Mr. Strock, individually and as part of various teams and organizations, serves various functions, including: management, project management, financing, sales and marketing, stakeholder engagement, public advocacy, communication (including new media), crisis communication, strategic planning, regulatory compliance, negotiation, mediation, facilitation, human resources, and training. Mr. Strock has served in senior executive and board positions in the public, private, and not-for-profit sectors. He served as California’s founding Secretary for Environmental Protection, and as Assistant Administrator for Enforcement (chief law enforcement officer) of the U.S. Environmental Protection Agency. He has worked extensively on climate-related matters and risks in the public, private, and not-for-profit sectors. Mr. Strock is the author of three books on leadership, management, and communication, and a fourth on political reform. Mr. Strock holds an A.B. from Harvard College and a J.D. from Harvard Law School. He served as captain in the USAR-JAGC. Based upon Mr. Strock’s extensive business and public service experience, which enable him to assist boards in meeting their responsibilities in various functions, we believe that Mr. Strock’s set of skills make him qualified to serve as our director.

Vote Required

Please indicate your vote for Proposal 1 (Election of Six Director Nominees Named in this Proxy Statement). 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.

EXECUTIVE OFFICERS

While the Board provides high-level strategy and guidance for the Company, our day-to-day activities are carried out by our executive officers. Our executive officers are appointed by the Board and act within the authorities granted by the Board and our organizational documents. In this Proxy Statement, we refer to the executive officers of our Company as our “executive officers.” The following table sets forth the names, positions, ages, background, experience, and qualifications of the current executive officers of the Company, other than Mr. Lamp, who is listed under “Director Nominees” above.


Name, Position and Age						Principal Occupation, Experience and Qualifications

Dane J. Neumann Age: 39 Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (since October 2021)						Mr. Neumann has served as our Executive Vice President, Chief Financial Officer and Assistant Secretary and as our Treasurer, and in those same roles for our affiliate, the general partner of CVR Partners, since October 2021 and February 2022, respectively. Prior to that, he served as our Interim Chief Financial Officer from August to October 2021, and as Vice President – Finance & Treasurer from June 2020 to October 2021, and in those same roles for the general partner of CVR Partners, as well as in various other roles within our finance organization since June 2018, including Vice President of Financial Planning & Analysis and Director of Projects & Controls. Mr. Neumann has nearly 15 years of experience in the refining and petrochemicals industry in areas relating to finance, accounting, business development, planning and analytics. Before joining CVR Energy, Mr. Neumann served in various roles of increasing responsibility for several formerly publicly traded refining and marketing entities, including Andeavor and its affiliates from March 2011 until June 2018, including as director of commercial business planning and analytics from June 2017 until June 2018; and director of financial planning and analysis for WNR and its affiliates, from 2017 until its acquisition by Andeavor (then Tesoro Corporation) in June 2017. Mr. Neumann obtained a Bachelor of Science in Finance and Political Science and a Master of Business Administration from the University of Minnesota and is a Certified Public Accountant.
Mark A. Pytosh Age: 58 Executive Vice President—Corporate Services (since January 2018)						Mr. Pytosh has served as our Executive Vice President – Corporate Services since January 2018, as well as a Director and the President and Chief Executive Officer of our affiliate, the general partner of CVR Partners, since 2011 and 2014, respectively. Mr. Pytosh has over thirty years of experience in senior executive roles, including as chief financial officer, with various companies in the fertilizer, petroleum refining, environmental, power, solid waste and investment banking industries. Mr. Pytosh has served as a director of the University of Illinois Foundation since 2007 and The Fertilizer Institute since 2015. Mr. Pytosh received a Bachelor of Science degree in chemistry from the University of Illinois, Urbana-Champaign.
Melissa M. Buhrig Age: 48 Executive Vice President, General Counsel and Secretary (since July 2018)						Ms. Buhrig has served as our Executive Vice President, General Counsel and Secretary, and in that same role for our affiliate, the general partner of CVR Partners, since July 2018. Prior to joining CVR Energy, Ms. Buhrig served as executive vice president, general counsel and secretary of Delek US Holdings, Inc., a downstream energy company operating in the areas of refining, logistics, convenience stores, and asphalt, and the general partner of Delek Logistics Partners, LP, a master limited partnership with crude oil and refined product logistics and marketing assets, from October 2017 to June 2018, and held various positions with WNR, from November 2005 until July 2017 including senior vice president - services and compliance officer from August 2016 until WNR’s acquisition by Andeavor (then Tesoro Corporation) in June 2017. Ms. Buhrig received a Bachelor of Arts in Political Science from the University of Michigan and a Juris Doctor with honors from the University of Miami School of Law.


Name, Position and Age						Principal Occupation, Experience and Qualifications
C. Douglas Johnson Age: 58 Executive Vice President and Chief Commercial Officer (since March 2021)						Mr. Johnson has served as our Executive Vice President and Chief Commercial Officer since March 2021. Mr. Johnson has more than 34 years of experience in the refining and petrochemicals industry in areas relating to crude, feedstock, product and process optimization, commercial activities, marketing, logistics and capital utilization. Prior to joining CVR Energy, he served as vice president, Asia for Marathon Petroleum Corporation (“Marathon”) and vice president, Asia with Andeavor, which was acquired by Marathon in 2018. From 2004 to June 2017, Mr. Johnson served in various roles with WNR, which was acquired by Andeavor (then Tesoro Corporation) in June 2017, including as president of the general partner of Western Refining Logistics, LP, a master limited partnership operating terminals, pipelines and other logistics assets, and as senior vice president, supply and trading. Prior to WNR, Mr. Johnson held various commercial and marketing roles with ConocoPhillips, Tosco and BP. Mr. Johnson received a Bachelor of Science in Management Science from Wright State University, with a concentration in statistics.
Michael H. Wright, Jr. Age: 52 Executive Vice President and Chief Operating Officer (since January 2022)						Mr. Wright has served as our Executive Vice President and Chief Operating Officer since January 2022. Mr. Wright has nearly 34 years of experience in the refining and petrochemical industry, including refinery operations, capital project management, crude supply/logistics and refining industry consulting. Mr. Wright joined CVR Energy as a Project Manager in July 2019 and most recently served as our Vice President – Capital Projects from December 2019 to January 2022. Prior to joining CVR Energy, Mr. Wright served as Senior Consultant – Refining for Solomon Associates, an energy industry consulting firm, from September 2018 to July 2019, and in several senior roles with HollyFrontier Corporation, a publicly traded independent petroleum refiner, from 2005 to February 2018, including Vice President – Crude Supply from April 2015 to February 2018; Vice President and Refinery Manager of the Woods Cross Refinery from 2013 to 2015; and Vice President of Capital Projects from 2005 to 2013. Mr. Wright received both a Bachelor of Science in Mechanical Engineering and a Master of Business Administration from the University of Utah.
Jeffrey D. Conaway Age: 48 Vice President, Chief Accounting Officer & Corporate Controller (since August 2021)						Mr. Conaway has served as our Vice President, Chief Accounting Officer & Corporate Controller, and in that same role for our affiliate, the general partner of CVR Partners, since August 2021. Mr. Conaway has over 25 years of experience in finance, accounting and auditing services. Mr. Conaway previously served as our Director – Commercial & Operations Accounting, and in that same role for the general partner of CVR Partners, since August 2020. Prior to joining CVR Energy, Mr. Conaway served as assistant controller of Patterson-UTI Energy, Inc., an oilfield services company, from February 2019 and in various roles of increasing responsibility at CITGO Petroleum Corporation, a refiner, transporter and marketer of motor fuels, lubricants, and petrochemicals, since August 2010, including senior advisor from November 2017 to February 2019 and assistant controller – manufacturing & operations accounting from July 2014 until November 2017. Mr. Conaway obtained a Bachelor of Business Administration with a concentration in Accounting and a Master of Business Administration from Angelo State University and is a Certified Public Accountant.

COMPENSATION DISCUSSION AND ANALYSIS

In this compensation discussion and analysis (“CD&A”) we provide stockholders with an overview of our compensation philosophy, objectives, policies, and practices during 2022, as well as the factors considered by our Compensation Committee in making compensation decisions for our “named executive officers” listed below in 2022. This CD&A should be read together with the compensation tables and related disclosures set forth below. This CD&A may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation actions. Our actual compensation actions may differ materially from the currently planned programs and payouts summarized in this discussion.

Named Executive Officers

This CD&A focuses on the compensation of our named executive officers, which for 2022 include:


David L. Lamp			President and Chief Executive Officer
Dane J. Neumann			Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
Mark A. Pytosh			Executive Vice President—Corporate Services
Melissa M. Buhrig			Executive Vice President, General Counsel and Secretary

Michael H. Wright, Jr.			Executive Vice President and Chief Operating Officer

Compensation Philosophy, Objectives and Processes

In establishing named executive officer compensation, our Compensation Committee generally seeks to compensate named executive officers in a way that meaningfully aligns their interests with the interests of our stockholders, including:

•Incentivizing important business priorities such as safety, reliability, environmental performance, and earnings growth;

•Aligning the named executive officers’ interests with those of our stockholders and stakeholders, including providing long-term economic benefits to the stockholder;

•Providing competitive financial incentives in the form of salary, bonuses, and benefits with the goal of retaining and attracting talented and highly motivated executive officers; and

•Maintaining a compensation program whereby the named executive officers, through exceptional performance and incentive awards, have the opportunity to realize economic rewards commensurate with appropriate gains of other stockholders and stakeholders.

The Compensation Committee takes these main objectives into consideration when creating its compensation programs, setting each element of compensation under those programs, and determining the proper mix of the various compensation elements. Named executive officer compensation will generally include a mix of fixed elements, intended to provide stability, as well as variable elements, which align pay and performance, incentivizing and rewarding our named executive officers in years in which the Company achieves superior results.

The Compensation Committee also generally considers, among other factors, the success and performance of the Company, the contributions of named executive officers to such success and performance and the current economic conditions and industry environment in which the Company operates. From time to time, the Compensation Committee may utilize various tools in evaluating and establishing named executive officer compensation, including their own knowledge, experience, and judgment, as well as some or all of the following:

•Input from Board members or management. The Compensation Committee may, from time to time, ask that certain members of the Board or management provide information and recommendations relating to named executive officer compensation. Such information typically includes the named executive officers’ roles and responsibilities, job performance, the Company’s performance generally and among the industry, and such other information as may be requested by the Compensation Committee.

•Market data and peer comparisons. The Compensation Committee may utilize market data derived from common executive pay practices and industry companies supplemented with broad-based compensation survey data or survey data from the energy, refining, and chemical industries that influence the competitive market for executive talent or from companies comparable to the Company in terms of size and scale.

•The analysis, judgment, and expertise of an independent compensation consultant. The Compensation Committee may, from time to time, engage an independent outside compensation consultant periodically to provide a comprehensive analysis and recommendations regarding named executive officer compensation, although a compensation consultant was not engaged in 2022.

Compensation Risk Assessment

Our Compensation Committee periodically evaluates and considers risks of our compensation policies and practices as generally applicable to employees, including our named executive officers. Our Compensation Committee believes that our policies and practices do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on us. In reaching this conclusion, our Compensation Committee reviewed and discussed the design features, characteristics, and performance metrics of our compensation programs, approval mechanisms for compensation, and observed the following factors, among others, which the Compensation Committee believes reduces risks associated with our compensation policies and practices:

•Our compensation policies and practices are centrally designed and administered;

•Our compensation is balanced among (i) fixed components like base salary and benefits, (ii) variable incentives tied to a mix of financial and operational performance, and (iii) variable long-term incentives;

•The Compensation Committee has discretion to adjust performance-based awards when appropriate based on our interests and the interests of our stockholders; and

•Certain elements of our compensation contain claw-back provisions.

Compensation Process for 2022

In setting named executive officer compensation for 2022, the Compensation Committee considered the philosophies and objectives described above, but did not engage an independent compensation consultant or reference any reports from an independent compensation consultant. Instead, members of the Compensation Committee utilized their own knowledge, experience, and judgment in assessing reasonable compensation and ensuring compensation levels remain competitive in the marketplace, consulted with Mr. Lamp regarding compensation for all named executive officers (other than Mr. Lamp), and also considered the following:

•The Company’s financial and operational performance;

•Each named executive officer’s compensation levels and performance in 2021;

•Total compensation for which each named executive officer would be eligible in 2022, including the expected ratio of salary to bonus; and

•The “variable” or “at risk” components of the named executive officer compensation.

The Compensation Committee further considered the advisory vote of stockholders from its 2022 Annual Meeting, in which stockholders overwhelmingly approved, on an advisory basis, named executive officer compensation for 2021, which utilized a three-pronged program balancing base salary with annual performance-based bonus targets and long-term incentives, both reflected as a percentage of base salary. The Compensation Committee concluded this three-pronged program, which is the same utilized for all management employees of the Company, supports the objectives described above, and elected to keep the compensation structure for 2022 compensation the same as 2021, as follows:

Element

Primary Objectives

Approved 2022 Compensation

Base Salary

•Attract and retain high-caliber executives to lead the Company

•Provide competitive financial incentives

•Reward individual performance

2022 Base Salary increased between 2.5% and 12.5% 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 2021 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 2021, vesting ratably over three years subject to vesting conditions

* Excludes Mr. Lamp, whose base salary is established in his employment agreement dated December 22, 2021 (the “2021 Employment Agreement”).

The Compensation Committee also consulted with the compensation committee (the “UAN Committee”) of the board of directors of the general partner of CVR Partners relating to Mr. Pytosh’s 2022 compensation, as 60% of his compensation is determined by the UAN Committee, based on the general allocation of his time spent performing services for CVR Partners (60%) and CVR Energy (40%). The Compensation Committee believes the process and objectives utilized by the UAN Committee in setting named executive officer compensation, as well as the structure and elements of such compensation, are generally consistent with those utilized by the Compensation Committee. Although the UAN Committee does not determine any part of their compensation, Messrs. Lamp and Neumann and Ms. Buhrig are also executive officers of the general partner of CVR Partners.

2022 Target Compensation Mix

The 2022 target compensation mix for our CEO and our other named executive officers was predominantly variable and “at risk”, at 72.5% and 71.5%, respectively.

2022 Target Compensation Mix

(1)Comprised of the sum of our CEO’s (i) 2022 base salary, (ii) target annual performance-based bonus awarded by the Compensation Committee under the 2022 CVR Energy, Inc. Performance-Based Bonus Plan (the “2022 CVI Plan”), and (iii) grants in connection with the long-term incentive plan of CVR Energy (“CVI LTIP”).

(2)Comprised of the average of the named executive officers’ (excluding our CEO’s) (i) 2022 base salaries, including, for Mr. Pytosh, that portion of his base salary determined by the UAN Committee; (ii) target annual performance-based bonuses awarded by the Compensation Committee under the 2022 CVI Plan, and for Mr. Pytosh, that portion of his target annual

performance-based bonus awarded by the UAN Committee under the 2022 CVR Partners, LP Performance-Based Bonus Plan (the “2022 UAN Plan”); and (iii) grants of long-term incentive awards awarded by the Compensation Committee in connection with the CVI LTIP, and for Mr. Pytosh, grants of long-term incentive phantom awards by the UAN Committee in connection with the long-term incentive plan of CVR Partners (the “UAN LTIP”).

Compensation Elements for 2022

Base Salary. Base salaries are set at a level intended to enable CVR Energy to hire and retain executives and to reward individual and Company performance. The Compensation Committee approved the following base salaries for our named executive officers for 2022:


Named Executive Officer	2021 Base Salary		2022 Base Salary		Increase from Prior Year
David L. Lamp (1)	$	1,000,000	$	1,100,000	10.0	%
Dane J. Neumann (2)	400,000		450,000		12.5	%
Mark A. Pytosh (3)	590,284		607,993		3.0	%
Melissa M. Buhrig	570,413		598,934		5.0	%

Michael H. Wright, Jr. (4)	—		500,000		—	%

(1)Mr. Lamp’s base salary was increased to $1,100,000 in December 2021 in connection with his 2021 Employment Agreement; prior to this increase, his base salary had not been changed since December 2017, the date of his prior employment agreement. See the section entitled “Employment Agreements” for details.

(2)Mr. Neumann’s 2021 base salary was approved by the Compensation Committee in connection with his promotion to Chief Financial Officer in October 2021; the Compensation Committee approved increases to his base salary in March and October 2022 due in part to his strong performance.

(3)Mr. Pytosh’s base salaries for 2021 and 2022 comprised $236,113 and $243,197, respectively, determined by the Compensation Committee and $354,171 and $364,796, respectively, determined by the UAN Committee.

(4)Mr. Wright’s 2022 base salary was approved by the Compensation Committee in connection with his appointment as Chief Operating Officer in January 2022; his 2021 base salary is excluded from this table, as he was not a named executive officer of the Company or its affiliates during 2021.

2021 Annual Performance-Based Bonus Plan Results. During 2022, the Compensation Committee evaluated the metrics included in the 2021 CVR Energy Performance-Based Bonus Plan (the “2021 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 2022, based on these considerations and after determining that CVR Energy had achieved the Adjusted EBITDA Threshold under the 2021 CVI Plan, the Compensation Committee approved payouts to Messrs. Lamp, Neumann, and Pytosh, and Ms. Buhrig under the 2021 CVI Plan of $1,710,000, $250,400, $351,900 and $793,500, respectively, approximately 114% of their target annual bonus, which were paid in 2022.

In February 2022, the UAN Committee evaluated the metrics included in CVR Partners’ annual performance-based bonus program for 2021 (the “2021 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 2021 UAN Plan, approved payout to Mr. Pytosh under the 2021 UAN Plan of $482,200, approximately 102% of his respective target annual bonus based on his base salary for CVR Partners.

2022 Annual Performance-Based Bonus. In February 2022, the Compensation Committee considered the objectives and factors detailed above and, following consultation with Mr. Lamp:

•Approved the 2022 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 contains terms generally consistent with the 2021 CVI Plan; and

•Elected to keep target payouts (as a percentage of base salary) under the 2022 CVI Plan the same as the prior year for existing 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 2021 CVI Plan, payout under the 2022 CVI Plan was dependent first on achievement of an Adjusted EBITDA Threshold1 and then on achievement under the performance measures as specified below, which were substantially similar to the performance measures in the 2021 CVI Plan.

EH&S Measures (25% of total payment)

Three measures evenly weighted (33-1/3% each): Total Recordable Incident Rate (“TRIR”), Process Safety Tier 1 Incident Rate (“PSIR”), and Environmental Events (“EE”), with achievement determined based on the following:



Percentage Change (over the prior year)						Bonus Achievement
Increase in Incident Rate or Incidents						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)

Financial Measures (75% of total payment)

Four measures evenly weighted (25% each), including Reliability, Equipment Utilization, Operating Expense, and Return on Capital Employed (“ROCE”), with achievement determined based on the following:



Reliability						Bonus Achievement
Greater than 8.0%						Zero
8%						50% of Target Percentage (Threshold)
6.01% to 7.99%						Linear Interpolation between Threshold and Target
6%						Target Percentage
5.0% to 5.99%						Linear Interpolation between Target and Maximum
Less than 5.0%						150% of Target (Maximum)


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)


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

1 Per the 2022 CVI Plan, (a) Adjusted EBITDA means the Adjusted EBITDA under the CVR Refining, LP Performance-Based Bonus Plan (“2022 CVRR Plan”) and the 2022 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 Annual Report. The 2022 CVRR Plan contains the same performance measures as the 2022 CVI Plan and 2022 UAN Plan.


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						75% of Target Percentage
Sixth						50% of Target Percentage (Minimum)
Seventh						Zero

In setting the peer group under the 2022 CVI Plan, the Compensation Committee, in consultation with Messrs. Lamp and Pytosh, evaluated the refining and 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 2022 CVI Plan the same as the 2021 CVI Plan, as follows:

Refining Peer Group

Fertilizer Peer Group

Delek US Holdings, Inc.

Marathon Petroleum Co.

CF Industries Holdings, Inc.

LSB Industries, Inc.

HollyFrontier Corp.*

Par Pacific Holdings, Inc.

Flotek Industries, Inc.

Nutrien Ltd.

PBF Energy, Inc.

Valero Energy Corp.

Green Plains Partners LP

The Andersons, Inc.

* now HF Sinclair Corporation

2022 UAN Performance-Based Bonus Plan. Also in February 2022, the UAN Committee approved the 2022 UAN Plan with identical terms and performance measures (including the same Fertilizer Peer Group) as the 2021 UAN Plan. Mr. Pytosh could have received between 0% and 150% of target under the 2022 UAN Plan (which target represented his base salary determined by the UAN Committee) based on the performance of CVR Partners under these performance measures.

2022 Performance-Based Bonus Plan Results. In February 2023, the Compensation Committee and, only with respect to Mr. Pytosh, the UAN Committee, evaluated and certified to the performance metrics contained in the 2022 CVI Plan and the 2022 UAN Plan, respectively, as follows:

•For the 2022 CVI Plan, the Compensation Committee determined that CVR Energy had achieved the Adjusted EBITDA Threshold, certified to the achievement of the performance metrics at 118% of target as detailed below, and as a result approved payouts for 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.


	Measure	Measure Achievement	Payout Achievement		Weighted % Achievement
EH&S	TRIR (8.33%)	0.3	150 %		12.50	%
	PSIR (8.33%)	0.1	150 %		12.50	%
	EE (8.33%)	15 events	150	%	12.50	%

Financial (1)	Reliability (18.75%)	3.8%	150	%	28.13	%
	Equipment Utilization (18.75%)	96.7%	70	%	13.13	%
	Operating Expenses (18.75%)	103.3%	88	%	16.50	%
	ROCE (18.75%)	Second	122	%	22.88	%

Total Measure Achievement			118	%
Payout			118	%

SEC Form DEF 14A filed by CVR Energy Inc.