XML 25 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
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)
2023$4,500,834 $5,326,807 $2,229,401 $2,530,474 $117 $161 $878 $1,164 
20224,320,837 7,652,325 2,041,230 3,691,411 106 134 644 1,369 
20213,910,359 4,620,202 1,330,721 2,353,266 49 73 74 301 
20203,164,806 1,592,473 1,755,011 1,170,816 39 54 (320)126 
     
Company Selected Measure Name Adjusted EBITDA      
Named Executive Officers, Footnote Our principal executive officer for each of the years indicated was our CEO, Mr. Lamp. Our named executive officers other than our CEO (“Other NEOs”) were as follows:
2023202220212020
Dane J. NeumannDane J. NeumannDane J. NeumannMark A. Pytosh
Mark A. PytoshMark A. PytoshMark A. PytoshMelissa M. Buhrig
Melissa M. BuhrigMelissa M. BuhrigMelissa M. BuhrigTracy Jackson*
Michael H. Wright, Jr.Michael H. Wright, Jr.C. Douglas JohnsonDavid Landreth*
Tracy Jackson*
David Landreth*
*    Ms. Jackson resigned in August 2021, and prior to her resignation was the Company’s Executive Vice President and Chief Financial Officer; Mr. Landreth retired in March 2021, and prior to his retirement served as the Company’s Executive Vice President and Chief Commercial Officer.
     
Peer Group Issuers, Footnote The “Peer Group TSR” set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2023 Annual Report. This “Peer Group” is comprised of Delek US Holdings, Inc. (NYSE: DK); HF Sinclair Corporation (NYSE: DINO); Marathon Petroleum Corp. (NYSE: MPC); Par Pacific Holdings, Inc. (NYSE: PARR); PBF Energy Inc. (NYSE: PBF); and Valero Energy Corporation (NYSE: VLO). For each covered year, represents the cumulative total stockholder return on an initial fixed $100 investment in the Peer Group from December 31, 2019 through December 31 of each covered year.      
PEO Total Compensation Amount $ 4,500,834 $ 4,320,837 $ 3,910,359 $ 3,164,806
PEO Actually Paid Compensation Amount $ 5,326,807 7,652,325 4,620,202 1,592,473
Adjustment To PEO Compensation, Footnote The compensation “actually paid” to our CEO and the average compensation “actually paid” to the Other NEOs in each of the years indicated has been computed in accordance with Item 402(v) of Regulation S-K. These amounts do not represent compensation actually earned, realized, or received by our CEO or the Other NEOs, but instead reflect the adjustments required by Item 402(v) of Regulation S-K to the amounts reported in the Summary Compensation Table for our CEO and the Other NEOs as detailed in the tables below in this note 3:
Compensation “Actually Paid” to CEO and Other NEOs
Year
As Reported in Summary Compensation Table (a)
Equity Award AdjustmentsTotal Compensation “Actually Paid”
TotalStock 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
2023$4,500,834 $(1,592,076)$1,580,600 $(54,186)$(30,659)$922,294 $— $5,326,807 
20224,320,837 (1,247,425)1,312,770 1,352,409 1,245,482 668,252 — 7,652,325 
20213,910,359 (1,196,795)1,219,280 191,682 89,723 405,953 — 4,620,202 
20203,164,806 (2,144,005)1,999,103 (894,597)(602,102)69,268 — 1,592,473 
Compensation “Actually Paid” to CEO and Other NEOs
Year
As Reported in Summary Compensation Table (a)
Equity Award AdjustmentsTotal Compensation “Actually Paid”
TotalStock 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)
Other NEOs
2023$2,229,401 $(779,349)$782,206 $(82,404)$(310,246)$690,866 $— $2,530,474 
20222,041,230 (723,600)784,786 534,193 649,092 405,710 — 3,691,411 
20211,330,721 (436,378)442,793 788,633 444,708 91,482 (308,693)2,353,266 
20201,755,011 (1,071,212)1,110,613 (383,544)(300,042)59,990 — 1,170,816 
(a)Reflects, for our CEO, the applicable amounts reported in the Summary Compensation Table and for the Other NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the years indicated.
(b)Reflects, with respect to our CEO, the fair value and with respect to the Other NEOs, the average of the fair values, as of the end of the covered year of awards granted in the covered year that remained outstanding and unvested (in whole or in part) as of the end of the covered year.
(c)Reflects, with respect to our CEO, the change in fair value, and with respect to the Other NEOs, the average change in fair values, from the end of the prior year to the end of the covered year of awards granted in a prior year that remained outstanding and unvested (in whole or in part) as of the end of the covered year.
(d)Reflects, with respect to our CEO, the change in fair value, and with respect to the Other NEOs, the average change in fair values, from the end of the prior year to the day awards became vested in the covered year, in accordance with the award agreements, when such awards were granted in a prior year.
(e)Reflects, with respect to our CEO, the value, and with respect to the Other NEOs, the average value of accrued distributions paid on the date awards became vested.
(f)Reflects, with respect to our CEO, the fair value, and with respect to the Other NEOs, the average of the fair values, as of the end of the prior year of awards that failed to vest and were forfeited in the covered year.
     
Non-PEO NEO Average Total Compensation Amount $ 2,229,401 2,041,230 1,330,721 1,755,011
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,530,474 3,691,411 2,353,266 1,170,816
Adjustment to Non-PEO NEO Compensation Footnote The compensation “actually paid” to our CEO and the average compensation “actually paid” to the Other NEOs in each of the years indicated has been computed in accordance with Item 402(v) of Regulation S-K. These amounts do not represent compensation actually earned, realized, or received by our CEO or the Other NEOs, but instead reflect the adjustments required by Item 402(v) of Regulation S-K to the amounts reported in the Summary Compensation Table for our CEO and the Other NEOs as detailed in the tables below in this note 3:
Compensation “Actually Paid” to CEO and Other NEOs
Year
As Reported in Summary Compensation Table (a)
Equity Award AdjustmentsTotal Compensation “Actually Paid”
TotalStock 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
2023$4,500,834 $(1,592,076)$1,580,600 $(54,186)$(30,659)$922,294 $— $5,326,807 
20224,320,837 (1,247,425)1,312,770 1,352,409 1,245,482 668,252 — 7,652,325 
20213,910,359 (1,196,795)1,219,280 191,682 89,723 405,953 — 4,620,202 
20203,164,806 (2,144,005)1,999,103 (894,597)(602,102)69,268 — 1,592,473 
Compensation “Actually Paid” to CEO and Other NEOs
Year
As Reported in Summary Compensation Table (a)
Equity Award AdjustmentsTotal Compensation “Actually Paid”
TotalStock 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)
Other NEOs
2023$2,229,401 $(779,349)$782,206 $(82,404)$(310,246)$690,866 $— $2,530,474 
20222,041,230 (723,600)784,786 534,193 649,092 405,710 — 3,691,411 
20211,330,721 (436,378)442,793 788,633 444,708 91,482 (308,693)2,353,266 
20201,755,011 (1,071,212)1,110,613 (383,544)(300,042)59,990 — 1,170,816 
(a)Reflects, for our CEO, the applicable amounts reported in the Summary Compensation Table and for the Other NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the years indicated.
(b)Reflects, with respect to our CEO, the fair value and with respect to the Other NEOs, the average of the fair values, as of the end of the covered year of awards granted in the covered year that remained outstanding and unvested (in whole or in part) as of the end of the covered year.
(c)Reflects, with respect to our CEO, the change in fair value, and with respect to the Other NEOs, the average change in fair values, from the end of the prior year to the end of the covered year of awards granted in a prior year that remained outstanding and unvested (in whole or in part) as of the end of the covered year.
(d)Reflects, with respect to our CEO, the change in fair value, and with respect to the Other NEOs, the average change in fair values, from the end of the prior year to the day awards became vested in the covered year, in accordance with the award agreements, when such awards were granted in a prior year.
(e)Reflects, with respect to our CEO, the value, and with respect to the Other NEOs, the average value of accrued distributions paid on the date awards became vested.
(f)Reflects, with respect to our CEO, the fair value, and with respect to the Other NEOs, the average of the fair values, as of the end of the prior year of awards that failed to vest and were forfeited in the covered year.
     
Compensation Actually Paid vs. Total Shareholder Return
5225
     
Compensation Actually Paid vs. Net Income
5227
     
Compensation Actually Paid vs. Company Selected Measure
5229
     
Total Shareholder Return Vs Peer Group
5225
     
Tabular List, Table
Adjusted EBITDA
TSR
Operational Reliability
     
Total Shareholder Return Amount $ 117 106 49 39
Peer Group Total Shareholder Return Amount 161 134 73 54
Net Income (Loss) $ 878,000,000 $ 644,000,000 $ 74,000,000 $ (320,000,000)
Company Selected Measure Amount 1,164,000,000 1,369,000,000 301,000,000 126,000,000
PEO Name Mr. Lamp      
Additional 402(v) Disclosure
New SEC rules adopted in 2022 require us to disclose the following information regarding named executive officer compensation in relation to certain financial performance information about the Company. The Compensation Committee did not consider the pay versus performance disclosures below when making any of its named executive compensation decisions for any of the years shown.
Reflects, for our CEO, the total compensation reported in the Summary Compensation Table and for the Other NEOs, the average total compensation reported in the Summary Compensation Table in each of the years indicated.For each covered year, represents the cumulative total stockholder return on an initial fixed $100 investment in CVR Energy common stock from December 31, 2019 through December 31 of each covered year.Represents the amount of Net Income reflected in our consolidated financial statements for each covered year.
The following graphical comparisons illustrate the relationships of the compensation “actually paid” to the CEO and the average compensation “actually paid” to the Other NEOs to (i) CVR Energy’s TSR and the Peer Group TSR, (ii) CVR Energy’s net income, and (iii) Adjusted EBITDA.
The table below contains an unranked list of the most important financial performance measures we use to link executive compensation “actually paid” to performance.
     
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Non-GAAP Measure Description The Company determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to compensation “actually paid” to our CEO and the Other NEOs in 2023. Adjusted EBITDA is a non-GAAP financial measure. For an explanation of how we use Adjusted EBITDA and a reconciliation, please see “Non-GAAP Reconciliations” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2023 Annual Report. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years.      
Measure:: 2        
Pay vs Performance Disclosure        
Name TSR      
Measure:: 3        
Pay vs Performance Disclosure        
Name Operational Reliability      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,592,076) $ (1,247,425) $ (1,196,795) $ (2,144,005)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,580,600 1,312,770 1,219,280 1,999,103
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (54,186) 1,352,409 191,682 (894,597)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (30,659) 1,245,482 89,723 (602,102)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 922,294 668,252 405,953 69,268
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (779,349) (723,600) (436,378) (1,071,212)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 782,206 784,786 442,793 1,110,613
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (82,404) 534,193 788,633 (383,544)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (310,246) 649,092 444,708 (300,042)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 (308,693) 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 690,866 $ 405,710 $ 91,482 $ 59,990