On behalf of our Board of Directors and management team, I am pleased to invite you to attend the 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) of CVR Energy, Inc. on Wednesday,Thursday, June 3, 2020,2, 2022, at 10:00 a.m. (Central Time). OurOnce again, our Annual Meeting will again be held via live webcast, which we believe not only to increaseincreases efficiency and improvelowers costs, but also improves our stockholders’ ability to participate, but also, in support of the health and well-being of our employees and stockholders as a result of the coronavirus pandemic. Please note that the Annual Meeting date and time may change due to further related impacts of coronavirus, and we will announce any such changes as promptly as practicable.participate.

You will be able to attend, vote your shares electronically, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CVI2020.CVI2022. 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.

Thank you for your investment in CVR Energy, Inc. and for your continuing support. I wish you and yours health during this difficult time.and prosperity in 2022 and beyond.

We believe that good corporate governance benefits all of our stockholders.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 SEC’s corporate governance rules, and regulations and the corporate governance listing standards of the NYSE, the stock exchange on whichSecurities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”), industry best practices and input from our common stock is traded,Board, its committees and may update our corporate governance policiesstockholders. In 2021, we updated our Corporate Governance Guidelines to formalize our Board’s oversight of our Environmental, Social and practices as appropriate.Governance (“ESG”) initiatives.

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 CEO, CFO, Principal Accounting Officer, and others performing related functions.functions, and to the extent required in their agreements with us, 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 all topics covered in the Code at least annually, including 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 theany such amendment or waiver.

None of our current directors or executive officers currently have any family relationship with any other director or any executive officer. The table below sets forth the names and ages (as of April 6, 2020) 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.

Detailed descriptions of the backgrounds, experience, and qualifications of our directors begin on page 18.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 structure,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.

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 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 itits 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 2020,2022, 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.needs, as well as the vote of our stockholders from its 2021 Annual Meeting, in which stockholders overwhelmingly voted for each of our 2021 nominees, including six directors who are nominees for the 2022 Annual Meeting.

The Board may consider candidates recommended by stockholders, as well as fromcandidates 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 20212023 Annual Meeting of Stockholders, it must follow the procedures described below under “2021“2023 Stockholder Proposals and Director Nominations.”

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 IEP and its affiliates currently ownCarl 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 comprisedcomposed 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) comprisedcomposed 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, and Messrs. Firestone and Strock. Mr. Alexander was a member of the Audit Committee up to April 5, 2020. All members 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

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):

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 by the chairmen of those committees.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 a regularan informal basis, as needed, to effectively oversee the activities of our Company.

The Board met sixeight times and acted by written consent fiveten times in 2019.2021. All of the directors who served during 20192021 attended at least 75% of the total meetings of the Board and each of its committees on which such director served except for Mr. Gary, who attended one-third ofthat were held during the Board meetings.period that the directors served. In addition, while we do not have a specific policy regarding attendance at the annual meeting of stockholders, all director nominees are encouraged to attend the Annual Meeting. In 2019, four2021, six directors attended our virtual annual meeting of stockholders.

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. “Non-management directors” are all directors who are not executive officers. During 2019,2021, three of our directors were independent (Messrs. Alexander,Firestone, Mongillo, and Strock) and all of our directors were non-management directors, except for Mr. Lamp, our CEO. Currently,While we do not currently have a lead independent director. Our independent directors met four times in executive session during 2019. Our non-management directors did not formally meet during 2019. In the absence of further action,director, Mr. Mongillo will leadpresides over executive sessions held by our independent directors and the Chairman of the Board will lead executive sessions held by our non-management directors. Our independent directors met nine times in executive session during 2021.

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, including the following:

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.

Our Board has five main standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, the EH&SEnvironmental, Health & Safety Committee, and the Special Committee. The composition of the Board’s five standing committees is as follows:

During 2019,As of December 31, 2021, the Compensation Committee was comprisedcomposed of Messrs. Gary, Dargan and Frates.Willetts. During 2021, two other non-management directors who were officers and/or employees of IEP also served at various times on the Compensation Committee (Patricia A. Agnello from July 7, 2021 to December 28, 2021, and Johnathan Frates from January 1, 2021 to June 28, 2021). None of the members of the Compensation Committee during 20192021 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.

At the Annual Meeting, stockholders of record as of the Record Dateclose of business on April 4, 2022 (the “Record Date”) are requested to elect Ms. Agnello and Messrs. Cho,Dargan, Firestone, Frates, Gary, Lamp, Mongillo, Strock, and StrockWilletts to hold officeserve on our Board until the 20212023 Annual Meeting of Stockholders or until their successors are elected and qualified. Each of the nominees has indicated his or her willingness to serve as a director, if elected. If for any reason any of the 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 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 of the directorsdirector who havehas been nominated is qualified to serve as a director due to his experiences summarized below in the valueDirector Skills and Experience Matrix. The key skills identified below are those that the Board has determined to be important in light of his or her experiences, qualifications, attributes,Company’s business and skills as noted below.strategic goals.

The following discussion and analysis of compensation arrangements of our named executive officers (defined below) for 20192021 should be read together with the compensation tables and related disclosures set forth below. This discussion contains 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.

This compensation discussion and analysis provides stockholders with an understanding of our compensation philosophy, objectives, policies, and practices in place during 2019,2021, as well as the factors considered by our Compensation Committee in making compensation decisions for 2019. This compensation discussion and analysis2021. It focuses on the compensation of persons who served as our CEO,chief executive officer, our CFO,chief financial officer, and our next three other most highly compensated executive officers for 2019 (the2021, including the individuals who were executive officers during 2021, but were not serving at December 31, 2021 (collectively, the “named executive officers”):

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:

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:

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:

In setting named executive officer compensation for 2019,2021, 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 Compensation Committee further considered the advisory vote of stockholders from its 20192021 Annual Meeting, in which stockholders overwhelmingly approved, on an advisory basis, named executive officer compensation for 2018,2020, which utilized a three-pronged program balancing base salary with annual performance-based bonusesbonus 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 20192021 compensation the same as 2018,2020, as follows:

Three measures evenly weighted, (33-1/3% each), including Total Recordable Incident Rate (“TRIR”) (8.33%), Process Safety Tier 1 Incident Rate (“PSIR”) (8.33%), and Environmental Events (”(“EE”) (8.33%), with achievement determined based on the following:

Four measures evenly weighted, (25% each), including Reliability (18.75%), Equipment Utilization (18.75%), Operating Expense (18.75%), and ROCE,Return on Capital Employed (“ROCE”) (18.75%), with achievement determined based on the following:

Pursuant to services agreementsa Corporate Master Services Agreement (“Corporate MSA”) entered into between the Companyamong certain of our subsidiaries and CVR Partners, certain of its subsidiaries, and its general partner, CVR Partners (or its general partner), CVR Partners (orsubsidiaries or its general partner) reimbursespartner, as the case may be) pays us for the time our executive officers dedicate to providing services for its business.

As a general matter, in making its compensation decisions prior to the Tax Act’s amendment of Section 162(m) of the Code, the Compensation Committee sought to maximize the deductibility of compensation under Section 162(m) to the extent doing so was reasonable and consistent with our strategies and goals. Due to the elimination of the “qualified performance-based compensation exemption” under Section 162(m) by the Tax Act, other than compensation that qualified for the transition relief, the compensation in excess of $1 million per employee paid to our covered employees after 2017 is no longer deductible. Notwithstanding amendment of Section 162(m) of the Code by the Tax Act, we believe that stockholder interests are best served by preserving the Compensation Committee’s discretion and flexibility to take into account factors other than tax deductibility in making compensation decisions. Furthermore, the rules and regulations promulgated under Section 162(m) are complicated and subject to change from time to time, sometimes with retroactive effect. In addition, a number of requirements must be met in order for particular compensation to so qualify and the application and interpretations of such requirements are subject to uncertainty, including the uncertain scope of the transition relief under the Tax Act. As such, there can be no assurance that any compensation awarded or paid by the Company will be fully deductible under any circumstances. Accordingly, the Compensation Committee retains the flexibility to approve compensation that may not be deductible if it believes that doing so is in the best interests of the Company and our stockholders. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with our strategies and goals.

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in thethis Proxy Statement.