Independent
Tenure on this board
1.9 yrs
3 nominees · 3 ballot items.
Election of three Class II directors; advisory (non-binding) approval of executive compensation (say-on-pay); and ratification of selection of Grant Thornton LLP as independent registered public accounting firm for 2026.
Elect three Class II director nominees (Todd Borgmann, Daniel J. Sajkowski, Bradford T. Sanders) to serve until the 2029 Annual Meeting.
Non-binding advisory (“say-on-pay”) vote to approve the compensation of named executive officers as disclosed for 2025.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation disclosures and the compensation practices for named executive officers for 2025. Management seeks approval to validate its redesigned executive compensation program implemented in 2025, which emphasizes pay-for-performance through a mix of base salary, annual cash incentives tied 60% to Adjusted EBITDA with Tax Attributes and 40% to operational metrics, and long-term incentives split 50/50 between PSUs and RSUs. The program was updated after Calumet’s conversion from an MLP to a C-corporation to align pay with investor expectations; PSUs include metrics such as relative TSR (vs. S&P SmallCap 600), net deleveraging, and strategic initiatives, with caps to limit upside when absolute TSR is negative. Management frames the proposal as a reaffirmation of governance practices aimed at aligning management incentives with shareholder value, retention, and balance sheet discipline; the Board recommends a FOR vote citing successful operational and financial progress in 2025, enhanced governance, and prior strong shareholder support (approximately 97% in 2025). The advisory vote is non-binding, but the Board and Compensation Committee will consider the outcome in future pay decisions. The proposal is contextualized by Calumet’s strategic moves (DOE loan to Montana Renewables, debt reductions, and operational improvements) that management links to compensation outcomes.
Ratify the Audit Committee’s selection of Grant Thornton LLP as the company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Two Seas Capital LP | 6.8% | 5,960,292 | $214M |
| 2 | Wasserstein Management, L.P. | 5.2% | 4,573,363 | $164M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 3,435,394 | $123M |
| 4 | Adams Asset Advisors, LLC | 3.7% | 3,202,232 | $115M |
| 5 | STATE STREET CORP | 3.5% | 3,080,159 | $111M |
| 6 | BlackRock, Inc. | 2.9% | 2,529,259 | $91M |
| 7 | BlackRock, Inc. | 2.2% | 1,892,247 | $68M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 1,639,803 | $59M |
| 9 | BANK OF AMERICA CORP /DE/ | 1.2% | 1,007,397 | $36M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.1% | 930,252 | $33M |
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