
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			89
Corporate Governance			1214
Director Compensation			1720
Proposal 1 - Election ~~of Eight Directors~~of Six Director Nominees Named in ~~the~~th is Proxy Statement			1821
Executive Officers			2226
Compensation Discussion and Analysis			2328
Compensation Committee Report			3036
Compensation of Named Executive Officers			3137
Proposal 2 - Advisory Vote on Named Executive Officer Compensation (“Say-on-Pay”)			3950
Audit Committee Report			4052
Fees Paid to the Independent Registered Public Accounting Firm			4153
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			4254
Equity Compensation Plans			4355
Securities Ownership of Certain Beneficial Owners and Officers and Directors			4456

Certain Relationships and Related Party Transactions			4558
~~202~~12024 Stockholder Proposals and Director Nominations			5162
Proxy Card			5263

PROXY STATEMENT FOR CVR ENERGY, INC.

~~2020~~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, ~~2019~~2022 (the ~~“2019~~“2022 Annual Report”).

~~2020~~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 ~~2020~~2023 Annual Meeting of Stockholders (the “Annual Meeting”), and at any ~~adjournment~~adjournments or ~~postponement~~postponements thereof.


Date:			June ~~3, 2020~~1, 2023
Time:			10:00 a.m. (Central Daylight Time)
Location:			Virtually via live webcast at www.virtualshareholdermeeting.com/~~CVI2020~~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 ~~16 digit~~ 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 ~~adjournment~~adjournments or ~~postponement~~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 ~~Eight Directors~~Six Director Nominees Named in this Proxy Statement

FOR ~~each nominee~~ ALL nominees

1821

Proposal 2.

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

FOR

3950

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

4254

~~Board, Governance, and Compensation Highlights (see pages 12 through 30)~~

Our Board believes that our commitment to high ethical standards, 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 and compensation practices include:

•~~Experienced Board with all directors elected annually;~~

•~~Active Board and committee oversight of Company risks;~~

•~~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; and~~

•~~Clawback policies in long-term incentive awards.~~

About CVR Energy, Inc.

~~2019 Company Performance Highlights~~

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 ~~2019,~~2022, we continued our ~~mission~~Mission of being a ~~top tier~~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.~~growth, and enhanced our focus on renewables initiatives.

Our core ~~values define~~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 ~~serve as the foundation on which our Company is built.~~

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.

~~Our strategic objectives of Safety, Reliability, Market Capture, and Financial Discipline drive the accomplishment of our mission.~~ 2022 Company Performance Highlights

We successfully executed a number of achievements in support of our strategic objectives shown below through the date of our ~~2019~~2022 Annual Report.

~~Safety~~Strategic Objectives

~~Reliability~~

~~Market Capture~~

~~Financial Discipline~~

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 ~~year over year environment, health, and safety improvements related to~~a reduction in total recordable incident rate of 20% and maintained a level number of environmental events ~~and project safety management of 11%, 14%, and 50%, respectively.~~compared to 2021

~~Declared cash dividends~~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 ~~$3.05 per share~~the CVR Refining, LP (“CVR Refining”) Asset Based Credit Agreement in ~~2019.~~June 2022

~~Announced $300 million share repurchase authorization.~~Achieved record truck-gathered crude oil volumes in the third quarter of 2022

~~Issued $1.0 billion in Senior Notes due 2025 and 2028 and the associated funding of the redemption of the CVR Refining Senior Notes due 2022 in January 2020.~~

~~Petroleum~~Nitrogen Fertilizer Segment:

~~Completed the Wynnewood turnaround safely, on time~~Achieved reductions in process safety management tier 1 incidents and ~~under budget.~~total recordable incident rate of 37% and 86%, respectively, compared to 2021

Increased throughput of regional crudes and condensate by 37% and 58%, respectively, while reducing reliance on WTI Cushing common crude oil by 35% for the fourth quarter 2019 as compared to the fourth quarter 2018.

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 ~~the Wynnewood refinery’s BenFree repositioning project enabling increased premium gasoline production.~~

~~Completed the sale~~transaction intended to monetize 45Q tax credits and received an initial upfront payment, net of ~~the Cushing, Oklahoma crude oil terminal.~~expenses, of $18 million in January 2023

~~Maintained high utilization at both facilities through~~Declared cash distribution of $10.50 per common unit for the fourth quarter of ~~2019.~~

ü2022, bringing cumulative distributions declared to date of $24.58 per common unit related to 2022

~~Received Board approval~~

Achieved average reduction in CO2e emissions of over 1 million metric tons per year since 2020 for ~~the Isomerization project at the Wynnewood Refinery, intended to improve liquid yields.~~CVR Partners

~~Nitrogen Fertilizer:~~

~~Safely completed~~Completed CVR Partners’ targeted $95 million debt reduction plan with the ~~East Dubuque turnaround.~~

~~Maintained high asset reliability and utilization at both facilities through~~repayment of the ~~fourth~~remaining $65 million balance of its 9.25% Senior Secured Notes, due 2023 (the “2023 UAN Notes”) in the first quarter of ~~2019 (adjusted~~2022 for ~~turnaround at East Dubuque).~~

~~Paid~~a total reduction in annual cash ~~distributions~~interest expense of ~~40 cents per unit in 2019.~~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 ~~2020~~2023 Annual Meeting of Stockholders to be held on ~~Wednesday,~~Thursday, June ~~3, 2020,~~1, 2023, beginning at 10:00 a.m. (Central Daylight Time) virtually at www.virtualshareholdermeeting.com/~~CVI2020~~CVI2023 and at any ~~adjournment~~adjournments or ~~postponement of the Annual Meeting.~~postponements thereof. This Proxy Statement and the enclosed proxy card are being first made available to stockholders of record on or about April ~~24, 2020.~~19, 2023. All stockholders are invited to attend the online virtual Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for ~~2020~~the 2023 Annual Meeting of ~~the~~ Stockholders to be Held on June ~~3, 2020:~~1, 2023:

This Proxy Statement and our ~~2019~~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 at1-800-690-6903 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 ~~2019~~2022 Annual Report?

Pursuant to rules adopted by the Securities and Exchange Commission ~~(the “SEC”~~(“SEC”), the Company has elected to provide its proxy materials over the ~~Internet.~~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 ~~6, 2020.~~3, 2023. All stockholders may access the proxy materials on the website referred to in the Notice: www.proxyvote.com. Our ~~2019~~2022 Annual Report and other periodic filings with the SEC are also available at the SEC’s website at ~~www.sec.gov~~www.SEC.gov or at ~~www.cvrenergy.com~~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 ~~2019~~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 ~~16 digit~~ 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 ~~2019~~2022 Annual Report. Please make the request as instructed above on or before May 20, 2020, to facilitate timely delivery. Please note that the Company is exempt from the requirements of furnishing such material if the stockholder of record has a mailing address located in an area where, as a result of COVID-19, the common carrier has suspended delivery service, but will make a good faith effort to deliver the proxy materials to such stockholder.

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 ~~Tracy D. Jackson,~~Dane J. Neumann, our Executive Vice President, ~~and~~ Chief Financial Officer, ~~(“CFO”),~~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 ~~6, 2020 (the “Record Date”)~~3, 2023, are entitled to receive the Notice and to vote their shares at the Annual Meeting and any ~~adjournment~~adjournments or ~~postponement~~postponements thereof. A list of stockholders of record will be available for inspection during normal business hours for 10ten days preceding the Annual Meeting at our corporate headquarters located at 2277 Plaza Drive, Suite 500, Sugar Land, TXTexas 77479 and electronically during the Annual Meeting at www.proxyvote.com when you enter your ~~16 digit~~ 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.~~Date, April 3, 2023.

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

~~The three 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 Eight Directors Named in this Proxy Statement~~

~~FOR~~ ~~each nominee~~

Affirmative vote of a plurality of the votes present in person (virtually) or by proxy and entitled to vote (in other words, the eight 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~~

~~Proposal 3~~:

~~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 meeting or any adjournment or postponement thereof.~~

~~How do I vote?~~

~~If you were a stockholder of record at the close of business on the Record Date, you can vote your shares by any one of the following methods:~~

•~~Before the Annual Meeting:~~

◦~~By visiting www.proxyvote.com and entering your 16 digit control number;~~

◦~~By telephone at 1-800-690-6903 and providing your 16 digit control number; or~~

◦~~By signing and returning your proxy card, 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/CVI2020.~~

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 holders who wish to vote during our online Annual Meeting must ask the brokerage firm, trust, 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 will not affect your right to attend the Annual Meeting and vote online during the Annual Meeting.

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.

910

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 ~~virtually,~~online, as permitted by Delaware law and ~~the Company’s Second Amended and Restated By-Laws (the “By-Laws”).~~our By-Laws. There will be no physical location at which stockholders may attend the Annual ~~Meeting, but stockholders may participate in and vote at the Annual Meeting online.~~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/~~CVI2020~~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 ~~6, 2020.~~3, 2023. Stockholders of record (or a duly authorized proxy holder of a stockholder of record) will need to provide their ~~16 digit~~ 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.virutalshareholdermeeting.com/CVI2020.~~www.virtualshareholdermeeting.com/CVI2023.

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

Under our By-Laws, the presence, in person ~~online,~~(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 ~~6, 2020)~~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 ~~Eight Directors~~Six Director Nominees Named in this Proxy Statement), your vote may be cast ~~“FOR” all~~“FOR ALL” of the nominees, “WITHHOLD ALL” of the nominees, or your vote may be ~~“WITHHOLD”~~“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 ~~all other proposals,~~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 ~~any of these proposals,~~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 ~~(the “NYSE”~~(“NYSE”) rules, a broker, bank, or other nominee may exercise discretionary voting power for ~~the ratification~~Proposal 4 (Ratification of the ~~selection~~Appointment of ~~Grant Thornton~~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 ~~election~~Proposal 1 (Election of ~~directors~~Six Director Nominees Named in this Proxy Statement), Proposal 2 (Advisory Vote on Say-on-Pay), or ~~the~~Proposal 3 (Advisory Recommendation on Say-on-Pay ~~proposal.~~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 ~~the~~Proposal 2 (Advisory Vote on Say-on-Pay) or Proposal 3 (Advisory Recommendation on Say-on-Pay ~~proposal are not~~Frequency) will be considered to be entitled to vote ~~at the Annual Meeting~~on such proposal and, therefore, will have nothe effect onof “AGAINST” these proposals.

Is this Proxy Statement the ~~Say-on-Pay proposal.~~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.

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

No. In addition to our mailing the Notice, members of our Board, executive officers, and certain employees may solicit proxies by telephone, by fax, by other electronic means of communication (through electronic mail and the Company’s webpage), or in person. They will not receive any compensation for their solicitation activities in addition to their regular compensation. We have not engaged an outside solicitation firm in connection with the solicitation of proxies at this year’s Annual Meeting.

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 ~~2019~~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 ~~2019~~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 ~~2019~~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?~~

~~If you have any~~ questions about ~~the Annual Meeting, please call our provider at: Broadridge Financial Solutions, Inc., 1-800-586-1548 (toll free) or 303-562-9288 (international fee may apply).~~ 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 15^th Avenue, Brooklyn, NY 11219, Telephone: (800) 937-5449, E-mail: help@astfinancial.com, or Website Address: www.astfinancial.com. If you ~~hold~~are a beneficial owner, holding your shares “in street ~~name”~~name,” please contact your broker, bank, or other ~~nominee.~~nominee with questions about your ownership of CVR Energy common stock.

1113

CORPORATE GOVERNANCE

Introduction

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 SEC and NYSE, ~~the stock exchange on which~~industry best practices, and input from our ~~common stock is traded,~~Board, its committees, and ~~may update~~ our ~~corporate governance policies and practices as appropriate.~~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 ~~CEO, CFO,~~Chief Executive Officer, and all finance associates, including the Chief Financial Officer, Principal Accounting Officer, and others performing ~~related~~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~~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 ~~the~~any such amendment or waiver.

Our Board

~~During 2019,~~As of December 31, 2022, the Board consisted of three directors affirmatively determined by the Board to be independent directors ~~(Bob G. Alexander,~~(Jaffrey A. Firestone, Stephen Mongillo, and James M. Strock), one employee director (David L. Lamp, our President and ~~CEO)~~Chief Executive Officer (“CEO”)), and ~~four~~two non-management directors who are also directors and/or executive officers of ~~Icahn Enterprises L.P. (“IEP”) (SungHwan Cho, our Chairman 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; Patricia A. Agnello; Jonathan Frates;~~Board and ~~Hunter C. Gary). Mr. Alexander passed away on April 5, 2020, at which time he ceased being a member~~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 ~~Audit Committee~~directors, officers or employees; and ~~Environmental, Health and Safety Committee (“EH&S Committee”). On April 15, 2020, the Board~~(ii) Ted Papapostolou was appointed ~~Jaffrey A. Firestone~~ to the Board as Chairman. Mr. Papapostolou is a non-management director and ~~its Audit Committee~~also serves as a director and ~~EH&S Committee.~~as the chief financial officer and chief accounting officer of IEP.

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.

Name

Age

Position

Joined Board

Ted Papapostolou

Director and Chairman of the Board

March 2023

~~SungHwan Cho~~

~~Chairman and Director~~

~~May 2012~~

~~Patricia A. Agnello~~

~~Director~~

~~September 2018~~

Jaffrey (Jay) A. Firestone

6366

Director

April 2020

~~Jonathan Frates~~

~~Director~~

~~March 2016~~

Hunter C. Gary

4548

Director

September 2018

David L. Lamp

6265

Director, President ~~CEO~~ and ~~Director~~CEO

January 2018

Stephen Mongillo

5861

Director

May 2012

James M. Strock

6366

Director

May 2012

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.

1214

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. ~~Cho, and~~Papapostolou, who was appointed Chairman of the Board on March 17, 2023. During 2022, the Board was led by Mr. Lamp ~~serves as~~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 ~~CEO.~~current Chairman, was appointed. The Board believes that ~~this~~its leadership structure, which separates the Chairman and CEO roles, enhances accountability, and is ~~appropriate~~the best structure for the Company at this ~~time in light of ownership of over 70% of our common stock by IEP and its affiliates. In particular,~~time. However, the ~~Board believes this structure clarifies the individual roles and responsibilities of the Chairman and CEO and enhances accountability. The~~ Board recognizes there is no single ~~generally accepted~~“right” approach, ~~to providing~~so the Board ~~leadership and the Board’s leadership structure may vary in the future. The Board believes it should have~~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 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,~~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.~~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 ~~from~~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 ~~2021~~2024 Annual Meeting of Stockholders, it must follow the procedures described below under ~~“2021~~“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 ~~IEP and its affiliates currently own~~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 ~~comprised~~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) ~~comprised~~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. ~~Mr. Alexander was a member~~All members 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 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; ~~and~~

•Reviewing the Company’s business results and compliance with its public disclosure ~~obligations.~~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 ~~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 regular~~an informal basis, as needed, to effectively oversee the activities of our Company.

The Board met six times and acted by written consent ~~five~~six times in ~~2019.~~2022. All of the directors who served during ~~2019~~2022 attended at least ~~75%~~90% 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 of the~~that were held during such director’s Board ~~meetings.~~tenure. 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,~~2022, four directors attended our virtual ~~annual meeting~~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. ~~“Non-management directors” are all directors who are not executive officers.~~ During ~~2019,~~2022, 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 lead~~presides 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 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 ~~including the following:~~

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, ~~and~~ executive performance, and ESG social initiatives

Corporate governance, Code compliance, ~~and~~ 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.


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


Audit Committee* ~~Met 4 times in 2019~~ ~~Current Members:~~ ~~Stephen Mongillo†, Chairman~~ Jaffrey A. Firestone James M. Strock* *Independent and Financially ~~Literate~~ ~~†Audit Committee Financial~~ ~~Expert~~			~~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, and reporting •~~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~~ •~~Prepares the Audit Committee report that the SEC rules require to be included in the Company’s annual proxy statement~~ •~~Acted by Written Consent 2 times in 2019~~
~~Compensation Committee~~ ~~Met 2 times in 2019~~ ~~Current Members:~~ ~~Hunter C. Gary, Chairman~~ ~~Jonathan Frates~~			~~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~~ •~~Acted by Written Consent 8 times in 2019~~
~~Governance Committee~~ ~~Met 1 time in 2019~~ ~~Current Members:~~ ~~Jonathan Frates, Chairman~~ ~~SungHwan Cho~~ ~~Stephen Mongillo~~ ~~James M. Strock~~			~~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~~
~~EH&S Committee~~ ~~Met 1 time in 2019~~ ~~Current Members:~~ ~~James M. Strock, Chairman~~ ~~Patricia A. Agnello~~ ~~Jaffrey A. Firestone~~			~~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~~ •~~Evaluates the Company’s contingency planning and emergency response preparedness~~
~~Special Committee~~ ~~Met 1 time in 2019~~ ~~Current Members:~~ ~~SungHwan Cho~~ ~~Jonathan Frates~~ ~~David L. Lamp~~			~~Primary Responsibilities:~~ •~~Evaluates and approves matters arising during the intervals between Board meetings~~ •~~Exercises approval authority delegated by the Board~~ •~~Acted by Written Consent 22 times in 2019~~


Name	Name	Fees Earned or Paid in Cash		All Other Compensation		Total		Name	Fees Earned or Paid in Cash (1)		All Other Compensation		Total
Bob G. Alexander		$	51,588	$	—	$	51,588
Jaffrey (Jay) A. Firestone (2)								Jaffrey (Jay) A. Firestone (2)	$	52,508	$	—	$	52,508
Stephen Mongillo	Stephen Mongillo	57,000		—		57,000		Stephen Mongillo	57,000		—		57,000
James M. Strock(3)	James M. Strock(3)	54,940		—		54,940		James M. Strock(3)	59,967		—		59,967


Nominee			Principal Occupation, Experience and Qualifications
~~Patricia A. Agnello~~ ~~Director~~ ~~Age 63~~ ~~Current Public Company Directorships:~~ ~~CVR Energy (2018 to Current)~~ ~~Former Public Company Directorships:~~ ~~ARI (2017 to 2018)~~			Ms. Agnello has served as a director since September 2018. Ms. Agnello has been the chief human resources officer & employment counsel for IEP since March 2020, and for its former affiliate, Insight Portfolio Group (“ISG”), from May 2007 until February 2020. In this capacity, Ms. Agnello provides human resources advice to a variety of companies with which Mr. Icahn has a relationship. Prior to joining ISG, Ms. Agnello held senior human resources positions at Integro Insurance Brokers, North Fork Bank, Marsh & McLennan Companies, Inc., PriceWaterhouseCoopers, and spent approximately 15 years with Exxon Corporation. Ms. Agnello has been a director of: Icahn Automotive Group LLC (“IAG”), an automotive parts installer, retailer and distributor, since 2017 and PSC Metals, LLC (“PSC”), a metal recycling company, since 2012. American Railcar Industries, Inc. (“ARI”) was and IAG and PSC are each indirectly controlled by Mr. Icahn. Ms. Agnello received a J.D. from St. John’s University School of Law, an MBA in Human Resources Management from Adelphi University, and a BA in Liberal Arts from Marymount Manhattan College. Except as listed herein, Ms. Agnello has served on no other public company boards in the past five years. Based on Ms. Agnello’s extensive experience in human resources, business acumen and extensive board experience, we believe Ms. Agnello’s requisite skills make her qualified to serve as our director.


~~SungHwan Cho~~ ~~Chairman and Director~~ ~~Age 45~~ ~~Current Public Company Directorships:~~ ~~CVR Energy (2012 to Current)~~ ~~Tenneco (2019 to Current)~~ ~~Hertz (2017 to Current)~~ ~~IEP (2012 to Current)~~ ~~Former Public Company Directorships:~~ ~~CVR Refining (2013 to 2019)~~ ~~CVR Partners (2012 to 2017)~~ ~~Federal-Mogul (2012 to 2018)~~ ~~Take-Two (2010 to 2013)~~ ~~Viskase (2006 to 2017)~~			Mr. Cho has served as a director since May 2012 and has been Chairman of the Board since June 2018. Mr. Cho has served as chief financial officer of IEP, a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, since March 2012. Prior to that time, he was senior vice president and previously portfolio company associate at IEP, from October 2006 until March 2012. Mr. Cho serves as a director of certain wholly-owned or majority-owned subsidiaries of IEP, including: IAG; PSC Metals, LLC (“PSC”), a metal recycling company; and WestPoint Home LLC (“WestPoint Home”), a home textiles manufacturer. Mr. Cho was previously a member of the Executive Committee of American Railcar Leasing LLC (“ARL”), a lessor and seller of specialized railroad tank and covered hopper railcars, from September 2013 until June 2017 and a director of Ferrous Resources Limited (“Ferrous”), an iron ore mining company with operations in Brazil, from June 2015 until August 2019. IEP, CVR Energy, CVR Partners, LP (“CVR Partners”), CVR Refining, LP (“CVR Refining”), IAG, WestPoint Home, PSC, and Viskase Companies, Inc. (“Viskase”) are, and Federal-Mogul Holdings LLC (“Federal Mogul”), ARI, and ARL were, each indirectly controlled by Mr. Icahn. Mr. Icahn also has or previously had a non-controlling interest in each of Tenneco, Inc. (“Tenneco”), Hertz Global Holdings, Inc. (“Hertz”), and Take-Two Interactive Software (“Take-Two”) through the ownership of securities. Mr. Cho received a B.S. in Computer Science from Stanford University and an MBA from New York University, Stern School of Business. Except as listed herein, Mr. Cho has served on no other public company boards in the past five years. Based upon Mr. Cho’s deep understanding of finance and risk obtained from his past experience, we believe that Mr. Cho’s set of skills make him qualified serve as our Chairman and director.1
Jaffrey A. Firestone Independent Director ~~Age 63~~ Age: 66 Director since: 2020 CVI Board Committees: Audit Compensation Environmental, Health & Safety Current Public Company Directorships: ~~CVR~~Enzon Pharmaceuticals, Inc. (since June 2022) Sandridge Energy, ~~(2020 to Current)~~Inc. (since May 2021) Former Public Company ~~Directorships:~~Directorships2: Voltari Corporation (2011 to 2019)			Mr. Firestone has served as aour director since April 2020. Since 2006, Mr. Firestone has served as ~~chairman~~Chairman and ~~chief executive officer~~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~~Chairman and ~~chief executive officer~~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. ~~Voltari Corporation (“Voltari”), a commercial real estate company was and CVR Energy is indirectly controlled by Mr. Icahn.~~ Mr. Firestone obtained a degree in commerce from McMasters University. Mr. Firestone has extensive experience in ~~dealing with~~ financial reporting, which, in addition to his past service on other boards, enables him to advise our ~~board~~Board on a range of matters, including financial matters, and ~~make~~makes him qualified to serve as our director.


~~Jonathan Frates~~ ~~Director~~ ~~Age 37~~ ~~Current Public Company Directorships~~: ~~CVR Energy (2016 to Current)~~ ~~CVR Partners (2016 to Current)~~ ~~Herc Holdings (2019 to Current)~~ ~~SandRidge (2018 to Current)~~ ~~Viskase (2016 to Current)~~ ~~Former Public Company Directorships:~~ ~~ARI (2016 to 2018)~~ ~~CVR Refining (2016 to 2019)~~			Mr. Frates has served as a director since March 2016. Mr. Frates has been a managing director at IEP, a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, since June 2018. From November 2015 until June 2018, Mr. Frates served as a portfolio company associate at IEP. Prior to joining IEP, Mr. Frates served as a senior business analyst at First Acceptance Corp. and as an associate at its holding company, Diamond A Ford Corp. Mr. Frates began his career as an investment banking analyst at Wachovia Securities LLC. Mr. Frates has also been a member of the Executive Committee of ACF Industries LLC (“ACF Industries”), a railcar manufacturing company, since September 2018. Mr. Frates has served as a director of Ferrous, a majority-owned subsidiary of IEP, from December 2016 until July 2019. ARI was and ACF Industries, Viskase, CVR Energy, CVR Refining, and CVR Partners are each indirectly controlled by Mr. Icahn. Mr. Icahn also has a non-controlling interest in Herc Holdings Inc. (“Herc Holdings”) and SandRidge Energy, Inc. (“Sandridge”) through the ownership of securities. Mr. Frates received a BBA from Southern Methodist University and an MBA from Columbia Business School. Mr. Frates’ significant board experience and broad financial background make him qualified to serve as our director.
Hunter C. Gary Director ~~Age 45~~ Age: 48 Director since: 2018 CVI Board Committees: Compensation, Chair Environmental, Health & Safety Current Public Company Directorships: ~~CVR Energy (2018 to Current)~~Conduent Inc. (since August 2020) ~~CVR Partners (2018 to Current)~~Herc Holdings Inc. (since May 2022) ~~Herbalife (2014 to Current)~~ Former Public Company ~~Directorships:~~ ~~CVR Refining (2018 to 2019)~~ ~~Federal-Mogul (2012 to 2016)~~ ~~Voltari (2007 to 2015)~~ ~~ARI (2008 to 2015)~~ ~~Viskase (2012 to 2015)~~Directorships2: Tropicana Entertainment Inc. (2010 to 2018) Cadus Corporation (2014 to 2018) ~~XO Holdings (2011~~CVR Refining, LP (2018 to ~~2018)~~2019) Herbalife Ltd. (2014 to 2021) CVR Partners, LP (2018 to 2021)			Mr. Gary has served as aour director since September 2018. Mr. Gary has served as ~~senior managing director~~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 ~~as well as~~and leading ~~a variety of~~ operational activities ~~for IEP which focus on a variety of~~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 ~~as president~~in various roles at IEP, including President of IEP’s Real Estate segment since November 2013 and ~~has led the~~head of IEP’s Information Technology and Cybersecurity group ~~at IEP~~ since September ~~2015 while serving as president of Sfire Technology LLC (f.k.a. IEH Technology LLC) since December~~ 2015. Mr. Gary has served as ~~president~~President and ~~chief executive officer~~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 ~~has~~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~~Chief Operating Officer of Icahn Sourcing LLC, ~~(f.k.a. ISG). In addition,~~ a group purchasing organization focused on leveraging the aggregated spend of its collective members. Mr. Gary has ~~served as~~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


Hunter C. Gary Director (continued)			Homes LLC (“NSH”), a developer of ~~certain wholly-owned or majority-owned subsidiaries of IEP, including:~~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 (“~~The Pep Boys”~~PBYS”), an automotive parts installer and retailer, since February 2016; ~~PSC, since 2012;~~and WestPoint Home LLC (“WPH”), a home textiles manufacturer, since ~~2007; IAG, since 2017; IEH Auto Parts~~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 ~~June~~July 2015 until ~~May 2017; and~~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. Mr. Gary has also been~~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 ~~member of the Executive Committee of ACF Industries, since July 2015. ARI, Cadus, Ferrous~~casino and ~~Federal-Mogul each were and IAG, ACF Industries, Viskase, PSC,~~resort holding company, from January 2011 until October 2018; Tropicana Entertainment Inc. (“~~Tropicana”~~TEI”), ~~Voltari, CVR Energy, CVR Refining, CVR Partners, WestPoint Home,~~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 ~~The Pep Boys each are indirectly controlled by Mr. Icahn. Mr. Icahn also has~~safety components, from October 2012 to February 2016; VLTC, from October 2007 to September 2015; American Railcar Industries, Inc. (“ARI”), a ~~non-controlling interest in Herbalife Ltd.~~railcar manufacturing company, from January 2008 to June 2015; and Viskase Companies Inc. (“~~Herbalife”~~VKSC”) ~~through the ownership of securities.~~ , a meat casing company, from August 2012 to June 2015. Mr. Gary received his ~~B.S.~~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 ~~extensive business~~experience in operations and ~~operations background, coupled with his board experience,~~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 62~~ Age: 65 Director since: 2018 CVI Board Committees: Special Current Public Company Directorships: CVR ~~Energy (2018 to Current)~~Partners, LP (since January 2018) ~~CVR Partners (2018 to Current)~~ Former Public Company ~~Directorships:~~Directorships2: CVR Refining, LP (2018 to 2019) ~~NTE (2013 to 2016)~~			Mr. Lamp has served as aour director since January 2018. Mr. Lamp has also served as our President and ~~CEO of CVR Energy~~Chief Executive Officer and as the Executive Chairman of the general partner of CVR Partners since December ~~2017.~~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 ~~President and Chief Operating Officer of Western Refining, Inc. (“WNR”) from 2016 until its sale to Andeavor in 2017 and as president and chief executive officer and~~ a director of the general partner of ~~Northern Tier Energy, L.P.~~our affiliate, CVRR, from January 2018 to February 2019; and as president and chief operating officer of Western Refining, Inc. (“~~NTE”~~WNR”), formerly an independent refining and marketing company, from ~~2013~~July 2016 until its ~~merger with WNR~~sale to Andeavor (then Tesoro Corporation) in ~~2016.~~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. ~~He also serves on the Board of Directors for the American Fuel & Petrochemical Manufacturers Association and is a past chairman.~~ We believe ~~that~~ 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 58~~ Age: 61 Director since: 2012 CVI Board Committees: Audit, Chair Nominating and Corporate Governance Special Current Public Company Directorships: ~~CVR Energy (2012 to Current)~~ Icahn Enterprises ~~G.P. Inc. (2020 to Current)~~L.P. (since March 2020) Former Public Company ~~Directorships:~~ ~~ARI (2009 to 2011)~~Directorships2: Herc Holdings, Inc. (2016 to 2018)			Mr. Mongillo has served as aour director since May 2012. Mr. Mongillo is ~~a private investor. Mr. Mongillo is~~ currently the ~~chairman~~Chairman and ~~chief executive officer~~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~~Managing Director of Icahn Capital LP, the entity through which Mr. Icahn managed third-party investment funds. ~~From March 2009 until January 2011, Mr. Mongillo served as a director of WestPoint International Inc.~~ Prior to joining Icahn Capital LP, Mr. Mongillo worked at Bear Stearns for 10ten years, most recently as a ~~senior managing director~~Senior Managing Director overseeing the leveraged finance group’s efforts in the healthcare, real estate, gaming, lodging, leisure, restaurant and education sectors. ~~ARI was and WestPoint International is directly or indirectly controlled by~~ Mr. ~~Icahn.~~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~~M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College. Based ~~upon~~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.


~~James M. Strock~~Ted Papapostolou Chairman and Director ~~Age 63~~ Age: 43 Director since: March 2023 CVI Board Committees: Compensation Nominating and Corporate Governance Special Current Public Company Directorships: ~~CVR Energy (2012~~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 ~~Current)~~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 aour director since May 2012. Mr. Strock is the ~~chief executive officer~~Chief Executive Officer of ~~the~~ Serve to Lead Group, Inc., which he founded in 1997. ~~The~~ 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. He is~~communication, and a ~~member of the Council~~fourth on ~~Foreign Relations and the Authors Guild.~~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.


Name, Position and Age						Principal Occupation, Experience and Qualifications

~~Tracy D. Jackson~~Dane J. Neumann ~~Age 50~~Age: 39 Executive Vice President, ~~and~~ Chief Financial Officer, Treasurer and Assistant Secretary (since ~~2018)~~October 2021)						~~Ms. Jackson~~Mr. Neumann has served as our Executive Vice President, Chief Financial Officer and ~~CFO~~Assistant Secretary and as our Treasurer, and in those same roles for our affiliate, the general partner of CVR Partners, since ~~May 2018. Previously, Ms. Jackson held~~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 ~~positions at Tesoro Corporation~~other roles within our finance organization since June 2018, including Vice President of Financial Planning & Analysis and ~~Tesoro Logistics LP,~~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 ~~vice president~~Andeavor and ~~controller~~its affiliates from March ~~2015~~2011 until ~~October 2016, vice president~~June 2018, including as director of commercial business planning and analytics from June 2017 until June 2018; and director of financial planning and ~~analytics~~analysis for WNR and its affiliates, from ~~September 2013~~2017 until ~~March 2015, vice president of finance and treasurer from October 2010 until September 2013, and vice president of internal audit from May 2007 until September 2010. Ms. Jackson~~its acquisition by Andeavor (then Tesoro Corporation) in June 2017. Mr. Neumann obtained ~~her undergraduate~~a Bachelor of Science in Finance and Political Science and a Master of Business Administration ~~and Accounting in 1993 and an M.B.A in May 2012~~ from the University of ~~Texas at San Antonio. Ms. Jackson~~Minnesota and is a ~~CPA, a~~ Certified ~~Internal Auditor and Certified Information Systems Auditor.~~Public Accountant.
Mark A. Pytosh ~~Age 55~~Age: 58 Executive Vice ~~President,~~ 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 as the President and ~~CEO~~Chief Executive Officer of our affiliate, the general partner of CVR Partners, since ~~May 2014. Previously,~~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 our Senior Vice President - Administration from October 2014 until December 2017. Mr. Pytosh served as executive vice president and CFO for Alberta, Canada-based Tervita Corporation, an environmental and energy services company, from 2010 until 2014. He also serves on the boards of directorsa director of the University of Illinois Foundation since 2007 and The Fertilizer ~~Institute.~~Institute since 2015. Mr. Pytosh received a Bachelor of Science degree in chemistry from the University of Illinois, Urbana-Champaign.
Melissa M. Buhrig ~~Age 44~~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. ~~Previously,~~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 ~~until~~to June 2018, and held various positions with WNR, from November 2005 until ~~June~~July 2017 including senior vice president - services and compliance officer from August 2016 until WNR’s acquisition by Andeavor (then Tesoro Corporation) in July 2017; executive vice president, general counsel and secretary of the general partner of NTE (a WNR affiliate) from March 2014 until August 2016; and vice president, assistant general counsel and assistant secretary of WNR and its affiliated MLP prior to March 2014.June 2017. Ms. Buhrig received a Bachelor of Arts in Political Science from the University of Michigan and a Juris ~~Doctorate~~Doctor with honors from the University of Miami School of Law.


Name, Position and Age						Principal Occupation, Experience and Qualifications
~~David L. Landreth~~C. Douglas Johnson ~~Age 63~~Age: 58 Executive Vice President and Chief Commercial Officer (since ~~2018)~~March 2021)						Mr. ~~Landreth~~Johnson has served as our Executive Vice President and Chief Commercial Officer since January 2018. He served as Executive Vice President and Chief Commercial Officer for the general partner of CVR Refining from January 2018 until February 2019 and as Senior Vice President – Economics and Planning from its inception in September 2012 until December 2017.March 2021. Mr. ~~Landreth~~Johnson has more than 3834 years of experience in the refining and petrochemicals industry in areas relating to crude, feedstock, product and process optimization, commercial activities, ~~acquisitions,~~marketing, logistics and capital utilization. ~~He has~~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 ~~numerous management positions~~various roles with WNR, which was acquired by Andeavor (then Tesoro Corporation) in June 2017, including as president of the ~~petroleum industry, primarily in refining~~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 ~~positions.~~roles with ConocoPhillips, Tosco and BP. Mr. ~~Landreth~~Johnson received a Bachelor of Science in ~~Chemistry~~Management Science from ~~Northwestern Oklahoma~~Wright State ~~University.~~University, with a concentration in statistics.
~~Matthew W. Bley~~Michael H. Wright, Jr. ~~Age 38~~Age: 52 Executive Vice President and Chief ~~Accounting~~Operating Officer ~~and~~ ~~Corporate Controller~~ (since ~~2018)~~January 2022)						Mr. ~~Bley~~Wright has served as our Executive Vice President and Chief ~~Accounting~~Operating Officer since January 2022. Mr. Wright has nearly 34 years of experience in the refining and ~~Corporate Controller since April 2018. Previously,~~petrochemical industry, including refinery operations, capital project management, crude supply/logistics and refining industry consulting. Mr. ~~Bley held the roles of assistant controller of reporting~~Wright joined CVR Energy as a Project Manager in July 2019 and most recently served as our Vice President – Capital Projects from ~~March 2015 until April 2018, senior manager of financial reporting~~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 ~~until March 2015,~~to 2015; and ~~manager~~Vice President of ~~accounting research~~Capital Projects from ~~May 2012 until September 2013 for Andeavor (formerly Tesoro).~~2005 to 2013. Mr. ~~Bley~~Wright received both a Bachelor of Science in ~~Business Administration~~Mechanical Engineering and a Master of ~~Science~~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 ~~Trinity University in 2004 and 2005, respectively. In addition, he received an M.B.A. from Baylor~~Angelo State University and is a Certified Public Accountant.


David L. Lamp			President and ~~CEO~~Chief Executive Officer
~~Tracy D. Jackson~~Dane J. Neumann			Executive Vice President, Chief Financial Officer, Treasurer and ~~CFO~~Assistant Secretary
Mark A. Pytosh			Executive Vice ~~President -~~ President—Corporate Services
Melissa M. Buhrig			Executive Vice President, General Counsel and Secretary
~~David L. Landreth~~
Michael H. Wright, Jr.			Executive Vice President and Chief ~~Commercial~~Operating Officer


Named Executive Officer	Named Executive Officer	2018 Base Salary		2019 Base Salary		Increase		Named Executive Officer	2021 Base Salary		2022 Base Salary		Increase from Prior Year
David L. Lamp(1)	David L. Lamp(1)	$	1,000,000	$	1,000,000	—	%	David L. Lamp(1)	$	1,000,000	$	1,100,000	10.0	%
Tracy D. Jackson		435,000		456,756		5.0	%
Dane J. Neumann (2)								Dane J. Neumann (2)	400,000		450,000		12.5	%
Mark A. Pytosh ~~(1)~~(3)	Mark A. Pytosh ~~(1)~~(3)	535,000		551,050		3.0	%	Mark A. Pytosh ~~(1)~~(3)	590,284		607,993		3.0	%
Melissa M. Buhrig	Melissa M. Buhrig	500,000		512,500		2.5	%	Melissa M. Buhrig	570,413		598,934		5.0	%
David L. Landreth		430,000		442,900		3.0	%

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



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)


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)


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


	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	%


		Measure	CVR Refining 2019 Actual	CVR Partners 2019 Actual	CVR Energy Bonus Achievement		Measure	Measure Achievement	Payout Achievement		Weighted % Achievement
EH&S	EH&S	TRIR	Decrease of 20%	Decrease of 2%	141%	EH&S	TRIR (8.33%)	Decrease of 86%	150	%	12.50	%
		PSIR	Decrease of 30%	Decrease of 75%	150%
		EE	Increase of 8%	Decrease of 64%	20%
							PSIR (8.33%)	Decrease of 33%	150	%	12.50	%
				Overall EH&S	104%		EE (8.33%)	4 events	150	%	12.50	%

Financial	Financial	Reliability	3.6%	4.0%	150%	Financial	Reliability (18.75%)	4.2%	150	%	28.13	%
		Equipment Utilization	100%	98.0%	97%		Equipment Utilization (18.75%)	96.0%	57	%	10.69	%
		Operating Expenses	100%	101.0%	98%		Operating Expenses (18.75%)	117.0%	—	%	—	%
		ROCE	35% (First)	11% (Fourth)	143%		ROCE (18.75%)	Third	113	%	21.09	%

Total Measure Achievement						Total Measure Achievement			97	%
Payout						Payout			97	%
				Overall Financial	122%

			Consolidated Performance			118%


Name and Principal Position	Year		Salary (1)			Bonus (2)			Stock Awards (3)			Non-Equity Incentive Plan Compensation (1, 4)			All Other Compensation (5)			Total

David L. Lamp, President and CEO	2019		$	1,000,000		$	—		$	1,500,000		$	1,770,000		$	20,364		$	4,290,364
		2018			1,000,000			—			1,500,035			1,875,000			20,064			4,395,099
		2017			42,308			—			—			1,500,000			75,000			1,617,308
Tracy D. Jackson, Executive Vice President and CFO	2019		$	456,756		$	200,800		$	548,000		$	621,300		$	17,865		$	1,844,721
		2018			272,715			96,400			1,044,019			412,400			91,901			1,917,435
Mark A. Pytosh, Executive Vice President, Corporate Services	2019		$	551,050		$	457,300		$	1,102,000		$	818,000		$	20,364		$	2,948,714
		2018			535,000			310,500			1,070,011			799,500			17,742			2,732,753
		2017			525,000			—			1,069,996			736,349			17,442			2,348,787
Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary	2019		$	512,500		$	236,100		$	615,000		$	737,000		$	99,410		$	2,200,010
		2018			230,769			125,800			1,500,039			349,000			301,934			2,507,542
David L. Landreth, Executive Vice President and Chief Commercial Officer	2019		$	442,900		$	513,200		$	531,000		$	604,700		$	20,364		$	2,112,164


Name and Principal Position	Year	Salary (1)		Bonus (2)		Stock Awards (3)		Non-Equity Incentive Plan Compensation (4)		All Other Compensation (5)		Total

David L. Lamp, President and Chief Executive Officer	2022	$	1,100,000	$	—	$	1,247,425	$	1,947,100	$	26,312	$	4,320,837
	2021	1,000,000		—		1,196,795		1,710,000		3,564		3,910,359
	2020	1,000,000		—		2,144,005		—		20,801		3,164,806
Dane J. Neumann, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary	2022	$	450,000	$	—	$	453,609	$	650,200	$	18,740	$	1,572,549
	2021	286,961		—		382,965		250,400		440		920,766

Mark A. Pytosh, Executive Vice President—Corporate Services	2022	$	607,993	$	—	$	1,023,993	$	851,500	$	20,622	$	2,504,108
	2021	590,284		—		1,041,190		834,100		2,322		2,467,896
	2020	567,582		21,000		1,772,104		535,700		19,511		2,915,897
Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary	2022	$	598,934	$	—	$	543,574	$	886,000	$	19,110	$	2,047,618
	2021	570,413		—		545,738		793,500		810		1,910,461
	2020	538,125		25,500		923,340		—		17,941		1,504,906


Michael H. Wright, Jr., Executive Vice President and Chief Operating Officer	2022	$	500,000	$	—	$	873,225	$	648,300	$	19,120	$	2,040,645


				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)										Estimated Future Payouts under Equity Incentive Plan Awards (2)											Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts under Equity Incentive Plan Awards (2)
																				Estimated Future Payouts under Equity Incentive Plan Awards (2)
Name	Name	Bonus Plan / Award Type	Grant Date	Threshold (3)		Target		Maximum		Number of Shares of Stock or Units	Grant Date Fair Value						Name	Bonus Plan / Award Type						Grant Date		Threshold (3)			Target	Maximum		Number of Shares of Stock or Units	Grant Date Fair Value
David L. Lamp	David L. Lamp	2019 CVI Plan	n/a	$	62,400	$	1,500,000	$	2,250,000	—	—		David L. Lamp		2022 CVI Plan	n/a		$	68,750	$	1,650,000	$	2,475,000
		CVI LTIP	12/13/19	—		—		—		32,737	$	1,499,977			Incentive Units	12/14/22									41,888		$	1,247,425
Tracy D. Jackson		2019 CVI Plan	n/a	$	22,801	$	548,107	$	822,161	—	—
Dane J. Neumann													Dane J. Neumann		2022 CVI Plan	n/a		$	22,500	$	540,000	$	810,000
		CVI LTIP	12/13/19	—		—		—		11,960	$	547,995			Incentive Units	12/14/22									15,232		$	453,609
Mark A. Pytosh	Mark A. Pytosh	2019 CVI Plan	n/a	$	12,379	$	297,567	$	446,351	—	—		Mark A. Pytosh		2022 CVI Plan	n/a		$	13,680	$	328,316	$	492,474
		2019 UAN Plan	n/a	18,568		446,351		669,526		—	—				2022 UAN Plan	n/a		20,520		492,474		738,711
		CVI LTIP	12/13/19	—		—		—		9,620	$	440,779			Incentive Units	12/14/22									12,348		$	367,723
		UAN LTIP	12/13/19	—		—		—		191,930	661,199				Phantom Units	12/14/22									6,001		656,269
Melissa M. Buhrig	Melissa M. Buhrig	2019 CVI Plan	n/a	$	25,584	$	615,000	$	922,500	—	—		Melissa M. Buhrig		2022 CVI Plan	n/a		$	29,947	$	718,721	$	1,078,081
		CVI LTIP	12/13/19	—		—		—		13,422	$	614,983			Incentive Units	12/14/22									18,253		$	543,574
David L. Landreth		2019 CVI Plan	n/a	$	22,110	$	531,480	$	797,220	—	—
		CVI LTIP	12/13/19	—		—		—		11,589	$	530,996

Michael H. Wright, Jr.													Michael H. Wright, Jr.		2022 CVI Plan	n/a		$	25,000	$	600,000	$	900,000
															Incentive Units	2/16/22									19,840		$	419,616
															Incentive Units	12/14/22									15,232		$	453,609


				Equity Awards That Have Not Vested							Equity Awards That Have Not Vested
Name	Name	Award Type	Grant Date (1)	Number of Shares or Units	Market Value of Shares or Units (2)		Name	Award Type (1)	Grant Date	Number of Shares or Units	Market Value of Shares or Units (2)
David L. Lamp	David L. Lamp	Incentive Units	12/14/18	26,434	$	1,149,350	David L. Lamp	Incentive Units	12/9/20	44,722	$	1,834,944
		Incentive Units	12/13/19	32,737	1,323,557			Incentive Units	12/8/21	48,355	1,747,550
Tracy D. Jackson		Incentive Units	05/04/18	10,229	$	123,362
								Incentive Units	12/14/22	41,888	1,312,770
Dane J. Neumann							Dane J. Neumann	Incentive Units	12/9/20	4,502	$	184,717
		Incentive Units	12/14/18	9,199	399,973			Incentive Units	12/8/21	15,473	559,194
		Incentive Units	12/13/19	11,960	483,543			Incentive Units	12/14/22	15,232	477,371
Mark A. Pytosh	Mark A. Pytosh	Phantom Units	12/29/17	61,671	$	215,849	Mark A. Pytosh	Phantom Units	12/9/20	31,096	$	3,873,007
		Incentive Units	12/29/17	10,999	143,207			Incentive Units	12/9/20	13,536	555,382
		Phantom Units	12/14/18	113,228	396,298			Phantom Units	12/8/21	5,849	701,295
		Incentive Units	12/14/18	7,542	327,926			Incentive Units	12/8/21	15,228	550,340
		Phantom Units	12/13/19	191,930	594,983			Phantom Units	12/14/22	6,001	603,581
		Incentive Units	12/13/19	9,620	388,937			Incentive Units	12/14/22	12,348	386,986
Melissa M. Buhrig	Melissa M. Buhrig	Incentive Units	07/02/18	13,357	$	161,085	Melissa M. Buhrig	Incentive Units	12/9/20	19,260	$	790,238
		Incentive Units	12/14/18	10,574	459,758			Incentive Units	12/8/21	22,050	796,887
		Incentive Units	12/13/19	13,422	542,651			Incentive Units	12/14/22	18,253	572,049
David L. Landreth		Phantom Units	12/29/17	12,747	$	165,966
		Incentive Units	12/14/18	9,093	395,364
		Incentive Units	12/13/19	11,589	468,543

Michael H. Wright							Michael H. Wright	Incentive Units	12/9/20	5,366	$	220,167
								Incentive Units	12/8/21	6,156	222,478
								Incentive Units	2/16/22	19,840	717,018
								Incentive Units	12/14/22	15,232	477,371


		Equity Awards							Equity Awards
Name	Name	Number of Shares or Units Acquired on Vesting	Value Realized on Vesting			Name	Award Type	Number of Shares or Units Acquired on Vesting	Value Realized on Vesting
David L. Lamp	David L. Lamp	13,218	$	597,189	(1)	David L. Lamp	Incentive Units	10,912	$	472,599	(1)
Tracy D. Jackson		10,229	$	123,362	(2)
							Incentive Units	44,723	1,883,286		(2)
							Incentive Units	24,178	899,905		(3)
								79,813	$	3,255,790

Dane J. Neumann						Dane J. Neumann	Incentive Units	953	$	41,274	(1)
							Incentive Units	4,502	189,579		(2)
							Incentive Units	7,737	287,971		(3)
								13,192	$	518,824
		4,600	207,828		(1)
Mark A. Pytosh	Mark A. Pytosh	38,674	$	127,237	(3)	Mark A. Pytosh	Incentive Units	3,206	$	138,852	(1)
		14,878	207,697		(4)		Phantom Units	6,397	888,927		(4) (5)
		61,671	201,664		(5)		Incentive Units	13,536	570,001		(2)
		11,000	143,220		(6)		Phantom Units	31,096	4,321,100		(4)
		56,614	185,128		(7)		Incentive Units	7,615	283,430		(3)
		3,772	170,419		(1)		Phantom Units	2,925	392,857		(6)
								64,775	$	6,595,167

Melissa M. Buhrig	Melissa M. Buhrig	13,357	$	161,085	(2)	Melissa M. Buhrig	Incentive Units	4,474	$	193,769	(1)
		5,287	238,867		(1)
David L. Landreth		16,295	$	227,478	(4)
		12,747	165,966		(6)		Incentive Units	19,260	811,039		(2)
		4,547	205,433		(1)		Incentive Units	11,025	410,351		(3)
								34,759	$	1,415,159

Michael H. Wright, Jr.						Michael H. Wright, Jr.	Incentive Units	753	$	29,615	(7)
							Incentive Units	1,222	52,925		(1)
							Incentive Units	5,367	226,004		(2)
							Incentive Units	3,079	114,600		(3)
								10,421	$	423,144


	Cash Severance																		Benefit Continuation (3)
	Death		Disability		Retirement		Termination without Cause or with Good Reason (4)						Death		Disability		Retirement		Termination without Cause or with Good Reason
							(1)		(2)								(1)		(2)
David L. Lamp	$	2,000,000	$	2,000,000	$	1,608,375	$	2,108,375	$	10,000,000	$	—	$	—	$	—	$	—	$	—
Tracy D. Jackson	—		—		—		—		991,761		—		—		—		—		—
Mark A. Pytosh	—		—		—		—		1,429,517		—		—		—		—		—
Melissa M. Buhrig	—		—		—		—		1,080,767		—		—		—		—		—
David L. Landreth	—		—		—		—		958,073		—		—		—		—		—


Name and Severance Benefit											Name and Severance Benefit	Death		Disability		Retirement		Termination without Cause				Resignation for Good Reason
																		(1)		(2)		(1)		(2)
David L. Lamp											David L. Lamp
Benefits Continuation											Benefits Continuation	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Accrued Amounts (3)											Accrued Amounts (3)	1,947,100		1,947,100		1,947,100		1,947,100		1,947,100		1,947,100		1,947,100
Accelerated Vesting - Incentive Units (4)											Accelerated Vesting - Incentive Units (4)	3,967,634		3,967,634		—		3,967,634		3,967,634		3,536,886		3,967,634
Cash Severance (5)											Cash Severance (5)	550,000		550,000		—		550,000		10,000,000		550,000		10,000,000
Total Amount											Total Amount	$	6,464,734	$	6,464,734	$	1,947,100	$	6,464,734	$	15,914,734	$	6,033,986	$	15,914,734

Dane J. Neumann											Dane J. Neumann
Benefits Continuation											Benefits Continuation	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Accelerated Vesting - Incentive Units (6)											Accelerated Vesting - Incentive Units (6)	156,636		156,636		—		156,636		1,206,847		—		1,206,847
Cash Severance (7)											Cash Severance (7)	—		—		—		—		1,050,000		—		1,050,000
Total Amount											Total Amount	$	156,636	$	156,636	$	—	$	156,636	$	2,256,847	$	—	$	2,256,847

Mark A. Pytosh											Mark A. Pytosh
Benefits Continuation											Benefits Continuation	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Accelerated Vesting - Phantom Units (8)											Accelerated Vesting - Phantom Units (8)	203,674		203,674		—		203,674		5,447,583		—		5,447,583
Accelerated Vesting - Incentive Units (6)											Accelerated Vesting - Incentive Units (6)	126,979		126,979		—		126,979		1,475,852		—		1,475,852
Cash Severance (9)											Cash Severance (9)	—		—		—		—		1,337,260		—		1,337,260
Total Amount											Total Amount	$	330,653	$	330,653	$	—	$	330,653	$	8,260,695	$	—	$	8,260,695

Melissa M. Buhrig											Melissa M. Buhrig
Benefits Continuation											Benefits Continuation	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Accelerated Vesting - Incentive Units (6)											Accelerated Vesting - Incentive Units (6)	187,702		187,702		—		187,702		2,134,753		—		2,134,753
Cash Severance (9)											Cash Severance (9)	—		—		—		—		1,364,184		—		1,364,184
Total Amount											Total Amount	$	187,702	$	187,702	$	—	$	187,702	$	3,498,937	$	—	$	3,498,937

	Death		Disability		Retirement		Termination without Cause or with Good Reason
							(1)		(2)
David L. Lamp	$	—	$	—	$	—	$	—	$	10,000,000
Tracy D. Jackson	—		—		—		—		989,100
Mark A. Pytosh	—		—		—		—		1,898,094
Melissa M. Buhrig	—		—		—		—		1,140,150
David L. Landreth	—		—		—		—		995,652

Michael H. Wright, Jr.											Michael H. Wright, Jr.
Benefits Continuation											Benefits Continuation	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Accelerated Vesting - Incentive Units (10)											Accelerated Vesting - Incentive Units (10)	156,636		156,636		—		156,636		1,617,930		—		1,617,930
Cash Severance (7)											Cash Severance (7)	—		—		—		—		1,100,000		—		1,100,000
Total Amount											Total Amount	$	156,636	$	156,636	$	—	$	156,636	$	2,717,930	$	—	$	2,717,930


Annual total compensation of Median Employee (1)			$133,017
Annual total compensation of PEO (2)			$4,319,683
PEO Pay Ratio			32:1


	CEO (1)				Other NEOs (1)				Value of Initial Fixed $100 Investment Based on:				(in millions)
Year	Summary Compensation Table Total for CEO (2)		Compensation “Actually Paid” to CEO (3)		Average Summary Compensation Table Total for Non-CEO Named Executive Officers (2)		Average Compensation “Actually Paid” to Non-CEO Named Executive Officers (3)		Total Shareholder Return (4)		Peer Group Total Shareholder Return (5)		Net Income (Loss) (6)		Adjusted EBITDA (7)
2022	$	4,320,837	$	7,442,018	$	2,041,230	$	3,580,373	$	106	$	134	$	644	$	1,369
2021	3,910,359		4,626,104		1,330,721		2,353,746		49		73		74		301
2020	3,164,806		1,592,833		1,755,011		1,180,626		39		54		(320)		126


Compensation “Actually Paid” to CEO and Other NEOs
Year	As Reported in Summary Compensation Table (a)				Equity Award Adjustments										Total Compensation “Actually Paid”
	Total		Stock Awards		Year End Fair Value of Awards Granted During Year and Unvested as of Year End (b)		Year over Year Change in Fair Value of Awards Unvested for Entire Year (c)		Change in Fair Value of Awards that Vest when Granted in a Prior Year (d)		Accrued Distributions Paid at Vesting (e)		Forfeiture of Awards Granted in Prior Year (f)
CEO
2022	$	4,320,837	$	(1,247,425)	$	1,312,770	$	1,352,409	$	1,035,175	$	668,252	$	—	$	7,442,018
2021	3,910,359		(1,196,795)		1,219,280		191,682		95,625		405,953		—		4,626,104
2020	3,164,806		(2,144,005)		1,999,103		(894,597)		(601,742)		69,268		—		1,592,833

Other NEOs
2022	$	2,041,230	$	(723,600)	$	784,786	$	534,193	$	538,054	$	405,710	$	—	$	3,580,373
2021	1,330,721		(436,378)		442,793		788,633		445,188		91,482		(308,693)		2,353,746
2020	1,755,011		(1,071,212)		1,110,613		(383,544)		(290,232)		59,990		—		1,180,626


Equity Compensation Plan Information
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (1)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in (a)) (c)
Equity compensation plans approved by security holders:
CVR Energy, Inc. Long Term Incentive Plan	—	$	—	6,787,341	(2)


Equity compensation plans not approved by security holders:
None	—	—		—
Total	—	$	—	6,787,341


Equity Compensation Plan Information (1)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in (a)) (c)
Equity compensation plans approved by security holders:
CVR Energy, Inc. Long Term Incentive Plan	—	$	—	6,787,341	(2)


Equity compensation plans not approved by security holders:
None	—	—		—
Total	—	$	—	6,787,341


Beneficial Owner Name	Beneficial Owner Name	Shares Beneficially Owned								Beneficial Owner Name	Shares Beneficially Owned
			Number			Percent (1)		Beneficial Owner Name	Number				Percent (1)
Carl C. Icahn (2)	Carl C. Icahn (2)	71,198,718		70.8	%	Carl C. Icahn (2)	71,198,718				70.8	%

Patricia A. Agnello		—		—
SungHwan Cho		—		—
Jaffrey A. Firestone (3)		—		—
Jonathan Frates		—		—
Jaffrey A. Firestone						Jaffrey A. Firestone	—				—
Hunter C. Gary	Hunter C. Gary	—		—		Hunter C. Gary	—				—
David L. Lamp	David L. Lamp	—		—		David L. Lamp	—				—
Stephen Mongillo	Stephen Mongillo	—		—		Stephen Mongillo	—				—
Ted Papapostolou						Ted Papapostolou	—				—
James M. Strock	James M. Strock	—		—		James M. Strock	—				—
Melissa M. Buhrig						Melissa M. Buhrig	—				—

Melissa M. Buhrig		—		—
Tracy D. Jackson		—		—
Dane J. Neumann						Dane J. Neumann	—				—
Mark A. Pytosh	Mark A. Pytosh	—		—		Mark A. Pytosh	—				—
David L. Landreth		6,968		*
All directors and named executive officers, as a group (12 persons) (4)		6,968		*
Michael H. Wright, Jr.						Michael H. Wright, Jr.	—				—
All directors and named executive officers, as a group (10 persons)						All directors and named executive officers, as a group (10 persons)	—				—