Not independent
Tenure on this board
1.2 yrs
Also a director at
Cvr Partners LP (UAN)
10 nominees · 3 ballot items.
Elect ten director nominees; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratify Grant Thornton LLP as the company’s independent auditor for 2026.
Elect the ten named director nominees to the Board, each to serve a one-year term until the 2027 Annual Meeting or until their successors are elected and qualified.
Advisory (non-binding) vote to approve the compensation of the company’s named executive officers as described in the Compensation Discussion and Analysis and related tables and narratives.
This advisory proposal asks stockholders to approve, on a non-binding basis, the company’s disclosure of named executive officer compensation as presented in the CD&A and compensation tables. Management is seeking shareholder approval to affirm its executive pay program, which it describes as a pay-for-performance framework combining base salary, annual performance-based bonuses, and long-term incentive awards tied to financial metrics (Adjusted EBITDA and ROCE), operational reliability, equipment utilization, operating expenses, and environmental, health & safety (EH&S) measures. The Compensation Committee emphasizes that the program is predominantly variable and at-risk (approximately 73–75% at target for named executives in 2025), uses peer-group benchmarking, includes clawback/recoupment provisions, and incorporates an EBITDA multiplier to scale payouts based on company EBITDA performance. Contextually, CVR Energy is a controlled company with Icahn Enterprises holding a majority stake, and the Compensation Committee considered prior shareholder advisory votes and retained flexibility to adjust metrics for extraordinary events. The Board’s recommendation cites alignment of management and stockholder interests, retention of talent, and explicit linkage of pay to operational and financial performance as the rationale to support the proposal. Because the vote is advisory, it does not compel specific action, but the Compensation Committee states it will consider voting results when designing future compensation. Key governance features relevant to evaluation include clawback policies, double-trigger change-in-control vesting, and the Compensation Committee’s oversight, while potential concerns include the controlled-company structure and high at-risk compensation levels that can amplify payouts during strong commodity cycles. For investors assessing the proposal, the material factors are the specific performance measures and weightings, the EBITDA multiplier mechanics, peer selection for ROCE ranking, and severance/change-in-control provisions that affect realized pay outcomes.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as CVR Energy’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ICAHN CARL CActivist | 67.21% | 67,570,593 | $2.3B |
| 2 | ICAHN CARL CActivist | 3.61% | 3,631,282 | $122M |
| 3 | BlackRock, Inc. | 3.32% | 3,333,610 | $112M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.17% | 2,185,827 | $74M |
| 5 | STATE STREET CORP | 1.93% | 1,939,669 | $65M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 1.76% | 1,773,192 | $60M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 1.34% | 1,345,659 | $45M |
| 8 | Allianz Asset Management GmbH | 0.99% | 992,518 | $33M |
| 9 | BlackRock, Inc. | 0.98% | 984,123 | $33M |
| 10 | CastleKnight Management LP | 0.94% | 948,431 | $32M |
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