What changed in this filing

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Item 9A. Controls and Procedures

2021-02-23 compared with 2020-02-20 · 434 added, 421 removed, 748 unchanged (53% of the section changed)

15 unchanged sentences

Changes in Internal Control Over Financial Reporting.

There has been no change in the Partnership’s internal control over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended December 31, 2019 that has materially affected or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

There have been no changes in the Partnership’s internal control over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended December 31, 2020 that materially affected or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Despite many of our employees working in a remote environment due to the COVID-19 pandemic, we have not experienced any material impact to our internal controls over financial reporting.

We are continually monitoring and assessing the COVID-19 pandemic to determine any potential impact on the design and operating effectiveness of our internal controls over financial reporting.

Other Information

2 unchanged sentences

Management of CVR Partners, LP

As a publicly traded partnership, we are managed by our general partner, CVR GP, LLC, either directly by its board of directors (the “Board”), by its executive officers (who are appointed by the Board) or by its sole member, CRLLC, a wholly owned subsidiary of CVR Energy, subject to the terms and conditions specified in our partnership agreement.

As a publicly traded partnership, we are managed by our general partner, CVR GP, LLC, either directly by its board of directors (the “Board”), by its executive officers (who are appointed by the Board) or by its sole member, CVR Services, an indirect wholly owned subsidiary of CVR Energy, subject to the terms and conditions specified in our partnership agreement.

Limited partners are not entitled to directly or indirectly participate in our management or operation.

Neither our general partner nor the members of its Board are elected by our unitholders, and neither is subject to re-election on a regular basis in the future.

Actions by our general partner that are made in its individual capacity are made by CRLLC as the sole member of our general partner and not by the Board.

Our partnership agreement contains various provisions which replace default fiduciary duties with contractual corporate governance standards.

Neither our general partner nor the members of its Board are elected by our unitholders, and none are subject to re-election on a regular basis in the future.

Actions by our general partner that are made in its individual capacity are made by CVR Services as the sole member of our general partner and not by the Board.

Our partnership agreement contains various provisions which replace default fiduciary duties with more limited contractual corporate governance standards.

Whenever our general partner makes a determination or takes or declines to take an action in its individual, rather than representative, capacity, it is entitled to make such determination or to take or decline to take such action free of any fiduciary duty or obligation whatsoever to us, any limited partner or assignee, and it is not required to act in good faith or pursuant to any other standard imposed by our partnership agreement or under Delaware law or any other law.

Examples include the exercise of its call right or its registration rights, its voting rights with respect to the units it owns and its determination whether or not to consent to any merger or consolidation of the Partnership.

Examples include the exercise or assignment of its call right or its registration rights, its voting rights with respect to the units it owns and its determination whether or not to consent to any merger or consolidation of the Partnership.

Our general partner is liable, as a general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made expressly non-recourse to it.

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The Board is led by its Chairman of the Board, Mr.

As required by our Corporate Governance Guidelines, the Board periodically evaluates the composition of the Board, including the skill sets, diversity, leadership structure, background and experience of its directors.

The Board believes its current structure and composition is best for the Company and its unitholders at this time.

As required by our Corporate Governance Guidelines, the Board oversees the business of the Partnership, including its fundamental financial and business strategies and major corporate actions, significant risks facing the Partnership and its risk management activities and the Partnership’s Environmental, Social and Governance (“ESG”) initiatives.

The Board also periodically evaluates its composition, including the skill sets, diversity, leadership structure, background and experience of its directors.

The Board believes its current structure and composition is best for the Partnership and its unitholders at this time.

All actions of the Board, other than any matters delegated to a committee, will require approval by majority vote of the directors, with each director having one vote.

The directors of our general partner hold office until the earlier of their death, resignation or removal.

The Board met four times in 2019 and acted once by written consent.

All of the directors who served during 2019 attended at least 75% of the total meetings of the Board and each of the committees on which such director served during their respective tenure except for Messrs.

Gary and Langham who attended at least 50% of the total meetings of the Board.

The Board met four times in 2020 and acted three times by written consent.

All of the directors who served during 2020 attended at least 75% of the total meetings of the Board and each of the committees on which such director served during their respective tenure except for Mr.

Langham who attended all of the meetings of the committees on which he served and at least 50% of the total meetings of the Board.

December 31, 2020 | 72

6 unchanged sentences

CVR Energy (2018 to Current)

Lamp has served as Executive Chairman of our General Partner and President and Chief Executive Officer of CVR Energy and the general partner of CVR Refining since December 2017.

Lamp has served as Executive Chairman of our general partner since January 2018, Chairman of the Board since 2018, as Chief Executive Officer and President of CVR Energy since December 2017, and as a Director of CVR Energy, since January 2018.

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.

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.

He previously served as President and Chief Operating Officer of Western Refining, Inc., from 2016 until its sale to Andeavor in 2017;

as President and Chief Executive Officer and a Director of the general partner of Northern Tier Energy, L.P.

from 2013 until its merger with Western Refining in 2016;

and as a Director of CVR Refining, LP, from January 2018 to February 2019.

Lamp serves on the Board of Directors of the American Fuel & Petrochemical Manufacturers Association and is a past Chairman.

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.

We believe 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.

Former Public Company Directorships:

CVR Refining (2018 to 2019) and Northern Tier Energy, L.P.

(2013 to 2016)

CVR Refining (2018 to 2019) and Northern Tier Energy, LP (2013 to 2016)

President and Chief Executive Officer and Director

1 unchanged sentence

CVR Partners (2011 to Current)

Pytosh has served as Chief Executive Officer and President since 2014, a Director of the general partner of CVR Partners since 2011 and as Executive Vice President - Services of CVR Energy since 2018.

Prior to joining CVR Partners, Mr.

Pytosh has served as Chief Executive Officer and President of our general partner since May 2014, as our director since 2011, and as Executive Vice President of CVR Energy since October 2014.

Previously, Mr.

Pytosh served as Executive Vice President and Chief Financial Officer for Alberta, Canada-based Tervita Corporation, an environmental and energy services company, from 2010 to 2014;

as Senior Vice President and Chief Financial Officer for Covanta Energy Corporation, which owns and operates energy from waste power facilities, biomass power facilities and independent power plants in the United States, Europe and Asia, from 2006 to 2010;

and held various positions with Waste Services, Inc., an integrated solid waste services company that operates in the United States and Canada from 2004 to 2006, including Executive Vice President, from 2004 to 2006, and Chief Financial Officer, from 2005 to 2006.

Pytosh has served as a director of the University of Illinois Foundation since 2007 and the Fertilizer Institute since 2015.

Pytosh received a Bachelor of Science degree in chemistry from the University of Illinois, Urbana-Champaign.

Pytosh has over thirty years of experience in the energy, environmental services and investment banking industries, having held various executive roles including chief financial officer.

His extensive experience with public entities in the energy industry, leadership skills and strong financial background make him well qualified to serve as our director.

2 unchanged sentences

CVR Partners (2008 to Current)

Ecton has served as our director since 2008.

Ecton is chairman and chief executive officer of EEI Inc which she founded in 1998.

EEI is a management consulting practice which provides private equity and sub debt firms with turnaround assistance and due diligence through market/operational assessments of companies being considered for acquisition, as well as mentoring and coaching for executive officers.

Prior to this, she served on the board of directors of PetSmart, Inc.

where she was asked to take over the role of Chief Operating Officer.

EEI is a management consulting practice which provides private equity and sub debt firms with turnaround assistance, due diligence through market/operational assessments of companies being considered for acquisition, as well as mentoring and coaching for executive officers.

Prior to this, she served on the board of directors of PETsMART where she was asked to take over the role of Chief Operating Officer.

Other operating experience includes serving as chief executive officer of Business Mail Express, Inc., Van Houten North America and Andes Candies, Inc.

1 unchanged sentence

and Campbell Soup Company, as well as running the upper Manhattan middle-market lending business and the midtown Manhattan banks for Citibank, N.A.

Ecton has previously served as a member of the following boards of directors:

Mellon Bank Corporation and Mellon Bank N.A., Mellon PSFS, H&R Block, Inc., Tandy Corporation, Barnes Group Inc., Vencor, Inc., Body Central Corp., and KAR Auction Services, Inc.

Ecton has also served as a board member or chairman of numerous privately held companies and non-profit organizations.

20 unchanged sentences

CVR Energy (2016 to Current)

Herc Holdings Inc.

Viskase Companies, Inc.

(2016 to Current)

1 unchanged sentence

(2018 to Current)

Viskase Companies, Inc.

Herc Holdings Inc.

(2019 to Current)

(2020 to Current)

Frates has served as our director since 2016.

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 to June 2018, Mr.

Frates served as a Portfolio Company Associate at IEP.

Prior to joining IEP, Mr.

Frates served as a Portfolio Company Associate at Icahn Enterprises.

Prior to joining Icahn Enterprises, Mr.

Frates served as a Senior Business Analyst at First Acceptance Corp.

1 unchanged sentence

Frates began his career as an Investment Banking Analyst at Wachovia Securities LLC.

Frates has served as:

a director of Vivus, Inc., a biopharmaceutical company, since December 2020;

a director of Herc Holdings Inc., an international provider of equipment rental and services, since August 2019;

Chairman of the Board of Directors of SandRidge Energy, Inc., an oil and natural gas company with a principal focus on exploration and production activities, since June 2018;

a director of Viskase Companies, Inc., a meat casing company, since March 2016, and Chairman of its Board of Directors since October 2019;

and a director of CVR Energy since March 2016.

Frates has also been a member of the Executive Committee of ACF Industries LLC, a railcar manufacturing company, since September 2018.

Ferrous Resources, American Railcar Industries, ACF Industries, Viskase Companies, CVR Energy, CVR Refining and CVR Partners are each indirectly controlled by Carl C.

Frates was previously:

a director of Ferrous Resources Limited, an iron ore mining company with operations in Brazil, from December 2016 to July 2019;

a director of American Railcar Industries, Inc., a railcar manufacturing company, from March 2016 to December 2018;

and a director of the general partner of CVR Refining, LP from March 2016 to February 2019.

Ferrous Resources, American Railcar Industries, ACF Industries, Viskase Companies, CVR Energy, and CVR Refining are each indirectly controlled by Carl C.

Icahn also has a non-controlling interest in Herc Holdings and SandRidge Energy through the ownership of securities.

10 unchanged sentences

CVR Energy (2018 to Current)

Herbalife Ltd.

(2014 to Current)

Cadus Corporation (2012 to Current)

The Pep Boys - Manny, Moe & Jack (2016 to Current)

Gary has served as Senior Managing Director of IEP since November 2010.

Gary is responsible for monitoring portfolio company operations, implementing operational value enhancement as well as leading a variety of operational activities for IEP which focus on a variety of 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.

Gary has served as President of IEP’s Real Estate segment since November 2013 and has led the 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.

Gary has served as President and Chief Executive Officer of Cadus Corporation, a company engaged in the acquisition of real estate for renovation or construction and resale, from March 2014 until June 2018.

Prior to IEP and Cadus, Mr.

Gary has been employed by Icahn Associates Corporation in various roles since 2003, most recently as the Chief Operating Officer of Icahn Sourcing LLC (n.k.a.

Insight Portfolio Group, LLC).

In addition, Mr.

Gary has served as a director of certain wholly-owned subsidiaries of IEP, including:

PSC Metals, LLC, since 2012;

WestPoint Home LLC, since 2007;

Icahn Automotive Group LLC since 2017;

and IEH Auto Parts LLC, from June 2015 to May 2017.

Gary has also been a member of the Executive Committee of ACF Industries LLC, a railcar manufacturing company, since July 2015.

Icahn Automotive, ACF Industries, Ferrous Resources Limited, Cadus, Viskase Companies, PSC Metals, Tropicana Entertainment, Federal-Mogul, Voltari, American Railcar Industries, CVR Energy, CVR Refining, CVR Partners, WestPoint Home, IEH Auto Parts, and The Pep Boys - Manny, Moe & Jack are each are indirectly controlled by Carl C.

Icahn also has a non-controlling interest in Herbalife through the ownership of securities.

Gary received his B.S.

with senior honors from Georgetown University as well as a certificate of executive development from Columbia Graduate School of Business.

Gary’s extensive business and operations background, coupled with his board experience, make him qualified to serve as our director.

(2020 to Current)

Conduent Inc.

(2020 to Current)

Gary has served as our director since 2018.

Gary has served as Senior Managing Director IEP and has been employed by IEP since November 2010.

Gary is responsible for monitoring portfolio company operations, implementing operational value enhancement and leading operational activities 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.

Gary has served in various roles, including President of IEP’s Real Estate segment since November 2013 and head of IEP’s Information Technology and Cybersecurity group since September 2015.

Prior to both IEP and Cadus, Mr.

Gary 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 of Icahn Sourcing LLC, a group purchasing organization focused on leveraging the aggregated spend of its collective members.

Gary also served in a public governmental capacity from 2004 to 2008 as an elected City Council Member and Vice Mayor of Indian Creek Village in Florida.

From 1997 to 2002, Mr.

Gary worked, most recently as a Managing Director, at Kaufhof Warenhaus AG, a former subsidiary of the Metro Group, which was acquired by Hudson’s Bay Company.

Gary has been a director of:

Vivus since December 2020;

Conduent Inc.

CVR Energy, since September 2018;

Icahn Automotive Group LLC (IAG);

The Pep Boys - Manny, Moe & Jack (PBYS), an automotive parts installer and retailer, since February 2016;

PSC Metals Inc.

(PSC), a metal recycling company, since May 2012;

and WestPoint Home LLC (WPH), a home textiles manufacturer, since June 2007.

Gary has also been a member of the Executive Committee of ACF Industries LLC since July 2015.

Gary was previously a director of:

Herbalife Nutrition Ltd.

(HLF), a nutrition company, from April 2014 to January 2021;

Ferrous Resources Limited, an iron ore mining company, from June 2015 to August 2019;

the general partner of CVR Refining L.P.

from September 2018 to February 2019;

Tropicana Entertainment Inc.(TEI), a company that is primarily engaged in the business of owning and operating casinos and resorts, from March 2010 to October 2018;

Cadus from February 2014 to June 2018;

XO Holdings, a provider of telecom services, from September 2011 to January 2018;

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 safety components, from October 2012 to February 2016;

Voltari Corporation (VLTC), a company in the business of acquiring, financing and leasing commercial real properties, from October 2007 to September 2015;

American Railcar Industries, Inc.

(ARI), a railcar manufacturing company, from January 2008 to June 2015;

and Viskase Companies from August 2012 to June 2015.

Each of ACF, ARI, Cadus, CVR Energy, CVR Refining, LP, IAG, Ferrous Resources, FDML, IEHAP, IA, IEP, PBYS, PSC, TEI, Viskase Companies, Vivus, VLTC, WPH, and XO are, or previously were, controlled indirectly controlled by Carl C.

Icahn also has or had a non-controlling interest in HLF and Conduent through the ownership of securities.

Gary received his Bachelor of Science degree with senior honors from Georgetown University as well as a certificate of executive development from Columbia Graduate School of Business.

Gary’s extensive experience in operations and oversight matters for a variety of company and service on other public company boards, enable him to advise our Board on a range of matters and qualified to serve as our director.

Former Public Company Directorships:

Herbalife Ltd.

(2014 to 2021);

Ferrous Resources Limited (2015 to 2019);

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(2010 to 2018);

Cadus (2014-2018);

and XO Holdings (2011-2018)

(2014 to 2018);

and XO Holdings (2011 to 2018)

December 31, 2020 | 75

Andrew Langham

1 unchanged sentence

CVR Partners (2015 to Current)

Cheniere Energy, Inc (2017 to Current)

Welbilt, Inc.

(2016 to Current)

Cheniere Energy, Inc.

(2017 to Current)

Herc Holdings, Inc.

(2020 to Current)

Occidental Petroleum Corporation (2020 to Current)

Langham has served as our director since 2015.

Langham has been General Counsel of IEP since 2014.

From 2005 to 2014, Mr.

Langham was Assistant General Counsel of IEP.

Prior to joining IEP, Mr.

Langham was Assistant General Counsel of Icahn Enterprises.

Prior to joining Icahn Enterprises, Mr.

Langham was an associate at Latham & Watkins LLP focusing on corporate finance, mergers and acquisitions, and general corporate matters.

CVR Partners, CVR Refining, and CVR Energy are each indirectly controlled by Carl C.

Icahn also has non-controlling interests in Cheniere, Welbilt (formerly known as Manitowoc Foodservice, Inc.), Freeport-McMoRan, and Newell Brands through the ownership of securities.

Langham has been a director of:

Herc Holdings, Inc.

since April 2020;

Occidental Petroleum Corporation, an oil and gas exploration and production company, since March 2020;

Cheniere Energy, Inc., a developer of natural gas liquefaction and export facilities and related pipelines, since 2017;

and Welbilt, Inc., a commercial foodservice equipment manufacturer, since 2016.

Langham was previously a director of:

CVR Energy, from 2014 to 2017;

the general partner of CVR Refining, LP from 2014 to 2019;

Freeport-McMoRan Inc., a leading international mining company, from 2015 to 2018;

and Newell Brands Inc., a global marketer of consumer and commercial products, in 2018.

CVR Energy and CVR Refining, LP are each indirectly controlled by Carl C.

Icahn also has non-controlling interests in Herc Holdings, Occidental, Cheniere, Welbilt, Freeport-McMoRan and Newell Brands through the ownership of securities.

Langham received a B.A.

1 unchanged sentence

from the University of Washington.

Langham’s broad board experience and experience in corporate finance make him qualified to serve as our director.

We believe that Mr.

Langham’s extensive legal experience with mergers and acquisitions, as well as his board experience qualify him as a director.

Former Public Company Directorships:

CVR Energy (2014 to 2017);

CVR Refining (2014 to 2019);

Freeport-McMoRan Inc.(2015 to 2018);

and Newell Brands Inc.

December 31, 2019 | 74

Freeport-McMoRan Inc.

(2015 to 2018);

Newell Brands Inc.

CVR Energy (2014 to 2017)

Current Public Company Directorships:

CVR Partners (2008 to Current)

Muller has served as our director since 2008.

Muller is currently the President of Toby Enterprises, which he founded in 1999 to invest in startup companies, and the Chairman of Topaz Technologies, LTD., a software engineering company.

Until 2009, Mr.

Muller served as chairman and chief executive officer of the technology design and manufacturing firm TenX Technology, Inc., which he founded in 1985.

Until August 2009, Mr.

Muller served as Chairman and Chief Executive Officer of the technology design and manufacturing from TenX Technology, Inc., which he founded in 1985.

Muller was a Senior Vice President of the Coastal Corporation from 1989 to 2001, focusing on business acquisitions and joint ventures, and General Manager of the Kensington Company, Ltd.

5 unchanged sentences

Muller's experience in the chemical industry and expertise in developing and growing new businesses make him qualified to serve as our director.

December 31, 2020 | 76

Current Public Company Directorships:

2 unchanged sentences

(2006 to Current)

Hennessy Capital IV (2019 to Current)

Shea has been a private equity investor since January 2010.

Shea has been our director since 2014.

Shea has served as an operating partner of Snow Phipps, a private equity firm, since 2013.

Shea served as an operating advisor for OMERS Private Equity from 2011 until 2016.

He serves as Chairman of the Board of Directors of Decopac Inc., a privately held supplier of bakery products to retail food stores since 2017.

He served as Chairman of the Board of Directors of FeraDyne Outdoors, LLC, a privately-held manufacturer of sporting goods products, from May 2014 to February 2019.

He was a director of the following privately held companies:

Chairman of the Board of Directors of Teasdale Foods Inc.

(2014 to 2019) and Give and Go Prepared Foods (2012 to 2016).

He was previously on the Board of CTI Foods Company, Roncadin Gmbh and New Energy Company of Indiana.

Shea has been Chairman, Chief Executive Officer, President or Managing Director of other companies including Heinz, R&R Foods Ltd.

Previously, he held various executive positions, including Head of Global Corporate Development, with United Brands Company, a Fortune 100 company.

Shea served as an operating advisor for OMERS Private Equity from 2011 to 2016.

He has been a director of Decopac, Inc.

since 2017 and currently serves as Chairman of its Board of Directors.

He has served as a director of Viskase Companies since October 2006;

FeraDyne Outdoors, LLC, a privately-held manufacturer of sporting goods products, and as its Chairman from May 2014 to February 2019;

Teasdale Foods Inc., a privately-held provider of Hispanic food products, and as its Chairman from November 2014 to February 2019;

and currently Chairman of DecoPac Inc., a privately-held supplier of bakery goods, since September 2017.

Shea previously served as a director of Trump Entertainment Resorts from January 2017 to June 2017;

Voltari Corporation from September 2015 to July 2019, and as its Chairman from September 2015 to July 2019;

Give and Go Prepared Foods, a bakery manufacturer from January 2012 to July 2016;

Sitel Worldwide Corporation, a customer care solutions provider, from November 2011 to April 2015;

Hennessy Capital Acquisition Company I from January 2014 to February 2015, Hennessy Capital Acquisition Company II from July 2016 to February 2017, Hennessy Capital Acquisition Company III from July 2017 to October 2018, and Hennessy Capital Acquisition Company IV from February 2019 to December 2020, all four of which were special purpose acquisition companies;

and CTI Foods, from May 2010 to July 2013.

Shea was President of Icahn Enterprises G.P.

and Head of Icahn Associates Portfolio Operations from October 2006 to June 2009.

He was previously on the Boards of Roncadin Gmbh, Premium Standard Farms, Sabert Company, and New Energy Company of Indiana.

Shea was Chairman, Chief Executive Officer, President or Managing Director of H.J.

Heinz in Europe, R&R Foods in Europe, John Morrell & Company and Grupo Polymer United SA.

Previously, he was Head of Global Corporate Development for United Brands Company, a Fortune 50 Company.

Shea began his career with General Foods Corporation.

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We believe Mr.

Shea's broad executive, financial and operational experience, combined with his extensive board experience will be an asset to our board.

Shea's broad executive, financial and operational experience, combined with his extensive board experience make him qualified to serve as our director.

Shea's broad executive, financial and operational experience, combined with his extensive board experience will be an asset to our board and qualify him to serve as our director.

Former Public Company Directorships :

Hennessy Capital lV (2019 to 2020);

Voltari Corporation (2015 to 2019);

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Hennessy Capital II (2016 to 2017);

Hennessy Capital III (2017-2018);

Hennessy Capital III (2017 to 2018);

American Railcar Industries, Inc.

1 unchanged sentence

and XO Holdings (2006 to 2009)

Director Independence

As a publicly traded partnership, we qualify for, and rely on, certain exemptions from the NYSE’s corporate governance requirements.

Our Board has not and does not currently intend to establish a nominating/corporate governance committee.

Additionally, a majority of the directors are not required to be (and are not) independent, and the Compensation Committee of the Board does not need to be (and is not) composed entirely of independent directors.

Accordingly, unitholders do not have the same protections afforded to equity holders of companies that are subject to all of the corporate governance requirements of the NYSE.

Director Independence & Controlled Company Exemptions

To be considered independent under NYSE listing standards, our Board must determine that a director has no material relationship with us other than as a director.

The standards specify the criteria by which the independence of directors will be determined, including guidelines for directors and their immediate family members with respect to employment or affiliation with us or with our independent public accountants.

The Board has affirmatively determined that Ms.

The Board has affirmatively determined that each of Ms.

Ecton and Messrs.

Muller and Shea are independent under applicable NYSE rules.

Muller and Shea meet the independence standards established by the NYSE and the Exchange Act for membership on an audit committee and are non-employee directors, as defined by the rules and regulations of the NYSE, the SEC, and our Corporate Governance Guidelines.

As a publicly traded partnership, we qualify for, and rely on, certain exemptions from the NYSE’s corporate governance requirements, including the following:

• A majority of our directors are not required to be (and are not) independent;

• Our Board has not and does not currently intend to establish a nominating/corporate governance committee;

• The Compensation Committee of our Board does not need to be (and is not) composed entirely of independent directors.

As a result, unitholders do not have the same protections afforded to equity holders of companies that are subject to all of the corporate governance requirements of the NYSE.

December 31, 2020 | 77

Board Committees

Our Board has five standing committees:

the Audit Committee, the Compensation Committee, the Environmental Health & Safety (“EH&S”) Committee, the Conflicts Committee, and the Special Committee.

Any standing committee with a written charter reviews the adequacy of such charter periodically, in addition to evaluating its performance and reporting to the Board on such evaluation.

All of the members of the Audit Committee and Conflicts Committee are independent and non-employee directors, as defined by the rules and regulations of the NYSE, the SEC, and our corporate governance guidelines.

The composition of the Board’s five standing committees is as follows:

Director Audit Committee Compensation Committee EH&S Committee Conflicts Committee Special Committee

Jonathan Frates ü

Andrew Langham ü ü

Mark Pytosh ü

ø = Chairman;

ü = Committee Member

Our Board has five standing committees appointed by the Board:

the Audit Committee;

the Compensation Committee;

the Environmental Health & Safety (“EH&S”) Committee;

the Conflicts Committee;

and the Special Committee.

Any standing committee with a written charter reviews the adequacy of such charter, at least annually, in addition to evaluating its performance and reporting to the Board on such evaluation.

These charters are available free of charge on our website at www.CVRPartners.com or in print without charge to any unitholder requesting them by sending a written request to our Secretary at the address listed under “Communications with Directors” below.

Audit Committee

As required by the Exchange Act and the listing standards of the NYSE, our Audit Committee consists of three directors, each of whom has been appointed by the Board and affirmatively determined by the Board to meet the independence standards established by the NYSE and the Exchange Act for membership on an audit committee:

Ecton, who also serves as Chairman, and Messrs.

Muller and Shea.

The Board has determined that each of Ms.

Ecton and Messrs.

Muller and Shea are “financially literate” and that Ms.

Ecton further qualifies as an “Audit Committee Financial Expert,” as defined by SEC rules.

Among other responsibilities, the Audit Committee:

• Is directly responsible for the appointment, compensation, retention and oversight of the independent auditors;

the approval of all audit and non-audit services provided by and fees to the independent auditor;

the evaluation and review of the independence, qualifications and performance of the independent auditors;

and, the scope and staffing of the audit;

• Reviews with management, internal auditors and independent auditors the adequacy, quality and integrity of the internal controls and the fair presentation and accuracy of the Partnership’s financial statements;

• Reviews and discusses with management, internal auditors and independent auditors the Partnership’s critical accounting policies and practices, and financial statement presentation of the Partnership;

• Oversees the integrity of the financial reporting process, system of internal accounting controls, and financial statements and reports of the Partnership, including review of the Partnership’s annual and quarterly financial statements and disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in periodic reports filed with the SEC;

• Oversees and evaluates the performance, responsibilities, budget and staffing of the internal audit function;

Primary Responsibilities:

Ecton, Chair (1)(3)

Ø Appoints, compensates, oversees and evaluates the performance of the independent auditors, including approval of all services to be performed by and the independence of the independent auditor.

Ø Reviews with management, our internal auditors and independent auditors the adequacy, quality and integrity of the Partnership’s internal controls, the fair presentation and accuracy of the Partnership’s financial statements and disclosures, audit reports and management’s responses thereto, and the Partnership’s critical accounting policies and practices.

Ø Oversees and evaluates the performance, responsibilities, budget and staffing of the internal audit function including its senior audit executive.

Ø Establishes procedures for and oversees handling of complaints regarding accounting, internal accounting controls or auditing matters and the confidential submission of concerns regarding questionable accounting or auditing matters.

• Sets policies for hiring current or former employees of the independent auditor;

• Periodically reviews the Partnership’s compliance with applicable laws, potential significant financial risks, major litigation, regulatory compliance, risk management, insurance coverage and any policies, practices or mitigation activities relating thereto;

• Reviews external and internal audit reports and management’s responses thereto and any related party or off-balance sheet transactions;

• Otherwise complies with its responsibilities and duties as stated in its charter.

Ø Monitors and periodically reviews the Partnership’s compliance with applicable laws, major litigation, regulatory compliance, risk management, insurance coverage and any policies, practices or mitigation activities relating thereto.

Ø Reviews and discusses with management potential significant risks to the Partnership and risk mitigation efforts including relating to information technology and cybersecurity controls.

Ø Assists the Board in its oversight of the governance portions of the Partnership’s ESG initiatives including the Partnership’s governance practices and reputation, Code of Ethics and Business Conduct, anti-bribery and anti-corruption programs and of the overall risks relating to such ESG initiatives.

Ø Reviews and discusses with management and Grant Thornton LLP, our independent registered accounting firm, the audited financial statements contained in this Annual Report on Form 10-K.

Ø Received written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the Public Company Accounting Oversight Board.

Ø Based on the reviews and discussions referred to above, recommended to the Board that the audited financial statements be included in this Annual Report on Form 10-K, for filing with the SEC.

Meetings in 2020:

(1) Audit Committee Financial Expert

(2) Financially Literate

(3) Independent, Non-Employee Director

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The Audit Committee met four times during fiscal year 2019.

In performing its functions and fulfilling its oversight responsibilities, the Audit Committee consults separately and jointly with the independent auditors, the Partnership’s internal auditors, the Chief Financial Officer, and other members of the Partnership’s management.

The Audit Committee reviewed and discussed with management and Grant Thornton LLP, our independent registered accounting firm, the audited financial statements contained in this Annual Report on Form 10-K and received written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the Public Company Accounting Oversight Board.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the SEC.

Compensation Committee

Although not required by NYSE listing standards, the Board has a Compensation Committee comprised of Mr.

Muller, who also serves as its chairman, and Mr.

While none of the members of our Compensation Committee is required to be “independent,” the Board has affirmatively determined that Mr.

Muller meets the independence standards established by the NYSE and the Exchange Act.

Among other responsibilities, the Compensation Committee:

Ø 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 Partnership or its general partner.

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Ø Assists the Board in assessing any risks to the Partnership associated with compensation practices and policies.

• Otherwise complies with its responsibilities and duties as stated in its charter.

The Compensation Committee has the sole authority to retain any compensation consultant, legal counsel or other adviser that the Compensation Committee determines is independent from management under the independence factors enumerated by the rules of the NYSE, and is directly responsible for the appointment, compensation and oversight of the work of any such consultant or adviser.

The Compensation Committee met one time during fiscal year 2019 and acted by written consent five times.

In performing its functions and fulfilling its oversight responsibilities, the Compensation Committee consults separately and jointly with the Executive Chairman and other members of our management.

Ø Assists the Board in its oversight of the social portions of the Partnership’s ESG initiatives including diversity, inclusion and human rights strategies, commitments, and reporting.

Muller, Jr., Chair

Andrew Langham

Meetings in 2020:

Acted by Written Consent in 2020:

Ø Based on the reviews and discussions referred to above, recommended to the Board that the Compensation Discussion and Analysis, the Compensation Committee Report, and other disclosures relating to the Compensation Committee be included in this Annual Report on Form 10-K.

EH&S Committee

Ø Oversees the establishment and administration of environmental, health and safety policies, programs, procedures, and initiatives.

Ø Assists the Board in its oversight of risk relating to environmental, health, safety, and security matters.

Ø Assists the Board in its oversight of the environmental, health, safety, and security portions of the Partnership’s ESG initiatives including the Partnership’s environmental, health, safety and security risks, opportunities, policies and reporting, including those related to climate change and sustainability.

Meetings in 2020:

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Conflicts Committee

Pursuant to our partnership agreement, our general partner may, but is not required to, seek the approval of the Conflicts Committee whenever a conflict arises between our general partner or its affiliates, on the one hand, and us or any public unitholder, on the other.

The Conflicts Committee may then determine whether the resolution of the conflict of interest is the best interests of the Partnership.

The members of the Conflicts Committee may not be officers or employees of our general partner or directors, officers, or employees of its affiliates, and must meet the independence standard established by the NYSE and the Exchange Act to serve on an audit committee of a board of directors.

During 2019, the Conflicts Committee was comprised of Ms.

Ecton, who also serves as its chairman, and Mr.

Among other responsibilities, the Conflicts Committee:

• As requested by the Board, investigates, reviews, evaluates and acts upon any potential conflicts of interest between our general partner or its affiliates, on the one hand, and us or any public unitholder, on the other;

Ø As requested by the Board, investigates, reviews, evaluates and acts upon any potential conflicts of interest between our general partner or its affiliates, on the one hand, and us or any public unitholder, on the other, the approvals of which (if any) are conclusively deemed to be fair and reasonable to the Partnership and its common unitholders.

Ø As requested by the Board, determines whether the resolution of a conflict of interest is in the best interests of the Partnership.

Ø Carries out any other duties delegated by the Board that relate to potential conflicts of interest.

In performing its functions and fulfilling its responsibilities, the Conflicts Committee has the sole authority to retain, compensate, direct, oversee, and terminate any counsel or other advisers hired to assist the Conflicts Committee, including engaging consultants, attorneys, independent accountants and other service providers to assist in the evaluation of conflicts

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matters and approving such consultants’ fees and other retention terms.

Any matters approved by the Conflicts Committee are conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a breach by the general partner of any duties it may owe us or our unitholders.

The Conflicts Committee met one time in 2019.

EH&S Committee and Special Committee

Although not required by NYSE listing standards, the Board has an EH&S Committee comprised of Mr.

Shea, who also serves as its chairman, Ms.

Ecton and Messrs.

Muller and Pytosh.

While none of the members of our EH&S Committee is required to be “independent,” the Board has affirmatively determined that Ms.

Ecton and Messrs.

Shea and Muller meet the independence standards established by the NYSE and the Exchange Act.

Among other responsibilities, the EH&S Committee is responsible for providing oversight with respect to the establishment and administration of environmental, health and safety policies, programs, procedures and initiatives.

The EH&S Committee met one time in 2019.

The Board also has a Special Committee comprised of Messrs.

Frates, Lamp and Langham.

Among other responsibilities, the Special Committee is responsible for evaluating and approving matters arising during the intervals between meetings of the Board that did not warrant convening a special meeting of the Board but should not be postponed until the next scheduled meeting of that Board, and also for exercising the approval authority delegated to the Special Committee by the Board.

The Special Committee did not meet in 2019, and acted by written consent six times.

Ø Has the sole authority to retain, compensate, direct, oversee, and terminate any counsel or other advisers, including consultants, attorneys, independent accountants and other service providers, to assist in the evaluation of conflicts matters and to approve such consultants’ fees and other retention terms.

Ø Approvals are conclusively deemed to be fair and reasonable to the Partnership, approved by all of the Partnership’s partners and not a breach by the General Partner of any duties it may owe us or our unitholders.

Ecton, Chair (1)

Meetings in 2020:

(1) Independent, Non-Employee Director

Special Committee

Ø Evaluates and approves matters arising during the intervals between meetings of the Board that did not warrant convening a special meeting of the Board but should not be postponed until the next scheduled meeting of that Board.

Ø Exercises approval authority delegated to it by the Board.

Jonathan Frates

Andrew Langham

Acted by Written Consent in 2020:

Meetings of Independent or Non-Management Directors and Executive Sessions

To promote open discussion among independent and non-management directors, we schedule regular executive sessions in which our independent or non-management directors meet without management participation.

During 2019, three of our eight directors were independent, and three of our eight directors were non-management.

Our independent directors met during five executive sessions in 2019.

During 2020, three of our eight directors were independent, and six of our eight directors were non-management.

Our independent directors met during eight executive sessions in 2020.

Ecton presided over the executive sessions held by our independent directors.

Our non-management directors met one time in executive session in 2019.

The non-management directors determine who will preside over each executive session.

Communications with Directors

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Any unitholder or other interested party who is interested in contacting only the independent directors or non-management directors as a group or the director who presides over the meetings of the independent directors or non-management directors may also send written communications to the contact above and should state for whom the communication is intended.

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Compensation Committee Interlocks and Insider Participation

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Corporate Governance Guidelines and Codes of Ethics

Our Corporate Governance Guidelines, as well as our Code of Ethics and Business Conduct, which applies to all of our directors, officers, and employees (and which includes additional provisions that apply to our principal executive officer, principal financial officer, principal accounting officer, and other persons performing similar functions) are available free of

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charge on our website at www.CVRPartners.com .

These documents are also available in print without charge to any unitholder requesting them.

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Jackson has served as our Executive Vice President and Chief Financial Officer since May 2018.

Prior to joining CVR Partners, Ms.

Prior to joining CVR Energy, Ms.

Jackson held various positions at Tesoro Corporation and Tesoro Logistics LP including Vice President and Controller from March 2015 to October 2016, Vice President of Financial Planning and Analytics from September 2013 to March 2015, Vice President of Finance and Treasurer from October 2010 to September 2013, and Vice President of Internal Audit from May 2007 to September 2010.

Jackson obtained her undergraduate Bachelor of Business Administration and Accounting in 1993 and a Master of Business Administration in May 2012 from the University of Texas at San Antonio.

Jackson is a CPA, a Certified Internal Auditor and Certified Information Systems Auditor.

Jackson is a Certified Public Accountant, a Certified Internal Auditor and Certified Information Systems Auditor.

Executive Vice President,

General Counsel and Secretary (since 2018)

General Counsel and Secretary

Buhrig has served as our Executive Vice President, General Counsel and Secretary since July 2018.

Prior to joining CVR Partners, Ms.

Prior to joining CVR Energy, Ms.

Buhrig served as Executive Vice President, General Counsel and Secretary of Delek US Holdings, Inc.

and the general partner of Delek Logistics Partners, LP from October 2017 to June 2018 and held various positions with Western Refining, Inc.

(“WNR”) from November 2005 until June 2017 including senior vice president-services and compliance officer from August 2016 until WNR’s acquisition by Andeavor in July 2017, executive vice president, general counsel, secretary and compliance officer of the general partner of Northern Tier Energy, LP (a WNR affiliate) from March 2014 until August 2016 and vice president, assistant general counsel and assistant secretary prior to March 2014.

Buhrig received a Bachelor of Arts in Political Science from the University of Michigan and a Juris Doctorate with honors from the University of Miami School of Law.

(“WNR”) from November 2005 until June 2017 including Senior Vice President - Services and Compliance Officer from August 2016 until WNR’s acquisition by Andeavor in July 2017, and Executive Vice President, General Counsel, Secretary and Compliance Officer of the general partner of Northern Tier Energy, LP (a WNR affiliate) from March 2014 until August 2016.

Buhrig received a Bachelor of Arts in Political Science from the University of Michigan and a Juris Doctor with honors from the University of Miami School of Law.

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Chief Accounting Officer and

Corporate Controller (since 2018)

Bley has served as our Chief Accounting Officer and Corporate Controller since April 2018.

Prior to joining CVR Partners, Mr.

Bley has served as our Chief Accounting Officer and Corporate Controller since May 2018.

Prior to joining CVR Energy, Mr.

Bley held the roles of Assistant Controller of reporting from March 2015 to April 2018, Senior Manager of Financial Reporting from September 2013 to March 2015 and Manager of Accounting Research from May 2012 to September 2013 for Andeavor (formerly Tesoro).

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Section 16(a) of the Exchange Act requires our officers and directors and each person who owns more than 10% of our outstanding common units, to file reports of their common unit ownership and changes in their ownership of our common units with the SEC.

Based solely on our review of the copies of such reports furnished to us or such representations, as appropriate,

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to our knowledge, all of our executive officers and directors, and other persons who owned more than 10% of our outstanding common units, fully complied with the reporting requirements of Section 16(a) during 2019.

Based solely on our review of the copies of such reports furnished to us or such representations, as appropriate, to our knowledge, all of our executive officers and directors, and other persons who owned more than 10% of our outstanding common units, fully complied with the reporting requirements of Section 16(a) during 2020.

Executive Compensation

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Bley, Chief Accounting Officer and Corporate Controller).

(5) Janice T.

DeVelasco, our Vice President - Environmental, Health & Safety, who ceased to be an “executive officer” under the Exchange Act of 1934 as of May 2019.

Neither the Partnership nor our general partner directly employs our named executive officers other than Mr.

Pytosh, who as of December 31, 2019, was employed by our general partner.

All of our other executive officers are employed by CVR Energy or its subsidiaries, and all of our executive officers divide their time between working for us and working for CVR Energy and its other subsidiaries.

As of January 1, 2020, neither the Partnership nor our general partner directly employed our named executive officers.

All of our named executive officers are employed by CVR Services, a wholly-owned subsidiary of CVR Energy, and all of our named executive officers divide their time between working for us and working for CVR Energy and its other subsidiaries.

The approximate weighted-average percentages of the amount of time that the named executive officers dedicated to the management of our business in 2020 were as follows:

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Buhrig (20%);

and Janice DeVelasco (15%).

and Matthew W.

These numbers are weighted because the named executive officers may spend a different percentage of their time dedicated to our business each quarter.

The remainder of their time, if any, was spent working for CVR Energy and its other subsidiaries.

Our named executive officers provide services to us under a services agreement between us, our general partner and CVR Energy (the “Services Agreement”), under which:

• CVR Energy makes available to our general partner the services of certain CVR Energy executive officers and employees, some of whom serve as executive officers of our general partner;

• We, our general partner and our operating subsidiaries, as the case may be, are obligated to reimburse CVR Energy for any portion of the costs that CVR Energy incurs in providing compensation and benefits to such CVR Energy employees while they are performing services to us.

We also pay our allocated portion of performance units and incentive units issued by CVR Energy or its subsidiaries to those employees providing services to us under the Services Agreement.

Under the Services Agreement, we pay CVR Energy:

(i) all costs incurred by CVR Energy or its affiliates in connection with the employment of its employees who provide us services on a full-time basis, but excluding certain share-based compensation;

(ii) a prorated share of costs incurred by CVR Energy or its affiliates in connection with the employment of its employees who provide us services on a part-time basis, but excluding certain share-based compensation, with such prorated

Our named executive officers provide services to us under a Corporate Master Service Agreement (the “Corporate MSA”) between CVR Services and certain of its affiliates, including CVR Energy, CVR GP and the Partnership and its subsidiaries, effective January 1, 2020, which was approved by the Conflicts Committee of the Board.

Under the Corporate MSA:

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share determined by CVR Energy on a commercially reasonable basis, based on the percent of total working time that such shared employees are engaged in performing services for us;

(iii) a prorated share of certain administrative costs, including office costs, services by outside vendors, other sales, general and administrative costs and depreciation and amortization;

and (iv) various other administrative costs in accordance with the terms of the agreement.

Either CVR Energy or our general partner may terminate the Services Agreement upon at least 180 days’ notice.

For more information on this Services Agreement and the GP Services Agreement (referenced below), see “Certain Relationships and Related Transactions, and Director Independence - Agreements with CVR Energy.” In addition, we or our general partner may provide certain services to CVR Energy via the GP Services Agreement (“GP Services Agreement”).

Pursuant to the GP Services Agreement, CVR Energy must pay a prorated share of costs incurred by the Partnership or its general partner in connection with the provision of services to CVR Energy on a part-time basis by employees of the Partnership, as determined by the general partner on a commercially reasonable basis based on the percentage of total working time that such shared employees are engaged in performing services for CVR Energy.

• CVR Services makes available to our General Partner the services of certain CVR Energy executive officers and employees, some of whom serve as executive officers of our General Partner;

• We, our General Partner and our operating subsidiaries, as the case may be, are obligated to reimburse CVR Services for any portion of the costs that CVR Services incurs in providing compensation and benefits to such CVR Energy executive officers and employees while they are providing services to us, as well as our allocated portion of performance-based performance plans, incentive units and performance units issued by CVR Energy and its Subsidiaries to those employees providing services to us under the Corporate MSA;

• We pay CVR Services a monthly fee for goods and services supplied under the Corporate MSA, subject to netting and an annual true up, as well as pass-through of any direct costs incurred on behalf of a service recipient without markup.

Either CVR Services or our General Partner may terminate the Corporate MSA upon at least 90 days’ notice.

For more information on the Corporate MSA, see “Certain Relationships and Related Transactions, and Director Independence - Agreements with CVR Energy.”

Compensation Philosophy, Objectives and Processes

Our Compensation Committee approves compensation only for Mr.

Pytosh (other than 40% of his base salary, annual bonus and equity-based incentives which are set by CVR Energy).

Although our Compensation Committee generally engages in discussions with the Compensation Committee of the board of directors of CVR Energy (the “CVI Compensation Committee”) regarding compensation for our named executive officers and the performance of such named executive officers, it does not determine the compensation of those other named executive officers other than Mr.

Pytosh (other than 40% of his base salary and annual bonus and equity-based incentives attributable to his service to CVR Energy and its subsidiaries, which are set by the Compensation Committee of the board of directors of CVR Energy (the “CVI Compensation Committee”)).

Although our Compensation Committee generally engages in discussions with the CVI Compensation Committee regarding compensation for our named executive officers and the performance of such named executive officers, it does not determine the compensation of those named executive officers other than Mr.

Pytosh, and has no control over and does not establish or direct the compensation policies or practices of CVR Energy.

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• Providing competitive financial incentives in the form of salary, bonuses and benefits with the goal of retaining and attracting talented and highly motivated executive officers;

• Maintaining a compensation program whereby the executive officers, through exceptional performance and equity-based incentive awards, have the opportunity to realize economic rewards commensurate with appropriate gains of other unitholders and stakeholders.

• Maintaining a compensation program whereby the named executive officers, through exceptional performance and equity-based incentive awards, have the opportunity to realize economic rewards commensurate with appropriate gains of other unitholders and stakeholders.

The Compensation Committee takes these main objectives into consideration when creating its compensation programs, setting each element of compensation under those programs, and determining the proper mix of the various compensation elements.

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The Compensation Committee may from time to time ask that certain members of the Board and/or management provide information and recommendations relating to named executive officer compensation.

Such information typically includes the named executive officers’ roles and responsibilities, job performance, the Partnership’s performance generally and among the industry, and such other information as may be requested by the Compensation Committee.

• Market data and peer comparisons.

The Compensation Committee may utilize market data derived from the executive pay practices and levels of industry companies supplemented with broad-based compensation survey data, survey data

Such information typically includes the named executive officers’ roles and responsibilities, job

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from the energy, refining and processing industries that influence the competitive market for executive compensation levels and/or from companies comparable to the Company in terms of size and scale.

performance, the Partnership’s performance generally and among the industry, and such other information as may be requested by the Compensation Committee.

• Market data and peer comparisons.

The Compensation Committee may utilize market data derived from the executive pay practices and levels of industry companies supplemented with broad-based compensation survey data, survey data from the energy, refining and processing industries that influence the competitive market for executive compensation levels and/or from companies comparable to the Company in terms of size and scale.

• The analysis, judgment and expertise of an independent compensation consultant.

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• Our compensation policies and practices are centrally designed and administered;

• Our compensation is balanced among (i) fixed components like salary and benefits, and (ii) annual and long-term incentives tied to a mix of financial and operational performance;

• Our compensation is balanced among (i) fixed components like salary and benefits, and (ii) variable annual incentives tied to a mix of financial and operational performance, and (iii) long-term incentives;

• The Compensation Committee has discretion to adjust annual or performance-based awards when appropriate based on our interests and the interests of our unitholders;

• Certain elements of our compensation contain claw-back provisions.

Compensation Process for 2020

We compete with many other companies for experienced and talented executives.

In setting named executive officer compensation for 2020, while the Compensation Committee considered the philosophies and objectives described above, it did not engage an independent compensation consultant.

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The Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and current compensation.

Base salaries are set at a level intended to enable CVR Partners to hire and retain executives, to enhance the executive’s motivation in a highly competitive and dynamic environment, and to reward individual and company performance.

Base salaries are set at a level intended to enable CVR Partners to hire and retain executives and to enhance the executive’s motivation in a highly competitive and dynamic environment.

Rather than establishing compensation solely on a formula-driven basis, decisions by our Compensation Committee are made using an approach that considers several important factors in developing compensation levels.

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Pytosh’s total 2020 base salary, including time dedicated to CVR Energy, $567,582.

Annual Performance-Based Bonus.

During 2019, the Compensation Committee evaluated the metrics included in CVR Partners’ annual performance-based bonus program for 2018 (the “2018 UAN Plan”) and the Partnership’s Mission and Core Values described in Management’s Discussion and Analysis above, and further considered the Compensation Committee’s

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objectives of rewarding employees (including named executive officers) for measured performance, aligning employees’ interests with those of its unitholders, encouraging employees to focus on targeted performance, and providing employees with the opportunity to earn additional compensation based on their and the Partnership’s performance.

In March 2019, the Compensation Committee considered these factors and, following consultation with Mr.

Lamp, established the 2019 CVR Partners, LP Performance-Based Bonus Plan (the “2019 UAN Plan”), which applies to all eligible employees of the general partner, including Mr.

Pytosh and contains terms generally equivalent to the 2018 UAN Plan.

The 2019 UAN Plan includes a target bonus percentage for each participant.

Annual Performance-Based Bonus.

During 2020, the Compensation Committee evaluated the metrics included in CVR Partners’ annual performance-based bonus program for 2019 (the “2019 UAN Plan”) and the Partnership’s Mission and Values described in Management’s Discussion and Analysis above, and further considered the Compensation Committee’s objectives of rewarding employees (including named executive officers) for measured performance, aligning employees’ interests with those of its unitholders, encouraging employees to focus on targeted performance, and providing employees with the opportunity to earn additional compensation based on their and the Partnership’s performance.

In February 2020, the Compensation Committee considered these factors and, following consultation with Mr.

Lamp, established the 2020 CVR Partners, LP Performance-Based Bonus Plan (the “2020 UAN Plan”), which applies to all eligible employees of the Partnership’s subsidiaries (including Mr.

Pytosh), and contains terms generally equivalent to the 2019 UAN Plan, subject to adjustment of the definition of the Adjusted EBITDA Threshold under the 2020 UAN Plan to reflect an increase in turnaround reserve from $7 million to $8 million.

The 2020 UAN Plan includes a target bonus percentage for each participant, with possible payout between 0% and 150% of target based on achievement under the measures set forth in the 2020 UAN Plan.

In setting Mr.

Pytosh’s target bonus percentage for 2020, the Compensation Committee considered his bonus target for 2019, the total cash compensation to which Mr.

Pytosh may be eligible in 2019, the expected ratio of salary to bonus and the Compensation Committee’s belief that a significant portion of its named executive officers’ compensation should be at risk based on individual and entity performance, and elected to keep his 2019 bonus target the same as 2018, or 135% of base salary.

Payout under the 2019 UAN Plan was dependent first on achievement of an Adjusted EBITDA Threshold of $94 million, and following achievement thereof, based upon the achievement of the Partnership under the performance measures specified below, followed by an adjustment based on employees’ individual performance.

These performance measures, including the threshold, target and maximum performance goals for each such performance measure, included in the 2019 UAN Plan were determined by the Compensation Committee based on its discussions with management including the Executive Chairman and the directors’ knowledge and experience, and were selected with the goals of enforcing the Core Values, optimizing operations, maintaining financial stability and providing a safe and environmentally responsible workplace intended to maximize CVR Partners’ overall performance resulting in increased unitholder value.

Pytosh may be eligible in 2020, the expected ratio of salary to bonus and the Compensation Committee’s belief that a significant portion of its named executive officers’ compensation should be at risk based on individual and entity performance, and elected to keep his bonus target for 2020 the same as 2019, at 135% of base salary.

Payout under the 2020 UAN Plan was dependent first on achievement of an Adjusted EBITDA threshold of at least $83 million, and following achievement thereof, based upon the achievement of the Partnership under the performance measures specified below, followed by an adjustment based on employees’ individual performance.

These performance measures, including the threshold, target and maximum performance goals for each such performance measure, were determined by the Compensation Committee based on its discussions with management including the Executive Chairman and the Directors’ knowledge and experience, and were selected with the goals of enforcing the Partnership’s Mission and Values, optimizing operations, maintaining financial stability and providing a safe and environmentally responsible workplace intended to maximize CVR Partners’ overall performance resulting in increased unitholder value.

The Partnership performance measures in the 2020 UAN Plan were substantially the same as the 2019 UAN Plan, and included the following:

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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)

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Financial Measures (75%)

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Less than 5.0% 150% of Target (Maximum)

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Equipment Utilization Bonus Achievement

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The Peer Group utilized in the 2020 UAN Plan for determination of ROCE was selected by the Compensation Committee based on discussions with the Executive Chairman and the Chief Executive Officer and the Directors’ knowledge of the fertilizer industry, and was intended to include companies in the fertilizer industry with similar operations to the Partnership and those with which the Partnership competes for executive talent.

The Peer Group for 2019 was the same as 2018, and included CF Industries Holdings, Inc.;

The Compensation Committee elected to keep the Peer Group for 2020 the same as 2019, including CF Industries Holdings, Inc.;

LSB Industries, Inc.;

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and Flotek Industries Inc.

The table below reflects:

(1) the EH&S and financial measures used to determine payout under the 2019 UAN Plan for Mr.

(ii) actual results with respect to each such measure for 2019 as certified by the Compensation Committee in February 2020;

and (iii) the portion of the 2019 bonus determined based on each such measure, which payout averaged 110% of target.

The named executive officers could have received between 0% and 150% of target based on these measures.

In February 2021, the Compensation Committee evaluated the performance of the Partnership under the 2020 UAN Plan.

The Compensation Committee determined that the Partnership had achieved Adjusted EBITDA under the 2020 UAN Plan of $88 million, in excess of the Adjusted EBITDA Threshold of $83 million, and thereafter determined that the Partnership’s achievement of the metrics under the 2020 UAN Plan resulted in payout of 116% of target, based on the following:

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Measure 2020 Actual Bonus Achievement

TRIR Decrease of 2% 87 %

PSIR Decrease of 75% 150 %

EE Decrease of 64% 150 %

TRIR Increase of 17% 0 %

PSIR Increase of 267% 0 %

EE Less than 20 150 %

Overall EH&S 50 %

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Overall Financial 138 %

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In February 2021, the Compensation Committee approved payout to Mr.

Pytosh under the 2020 UAN Plan of $535,700, approximately 116% of his respective target annual bonus based on his base salary for the Partnership.

His total bonus payout under the 2019 UAN Plan and the 2019 performance-based bonus plan for CVR Energy (the “2019 CVI Plan”) described below was $1,275,300.

The CVI Compensation Committee awarded no payout to Mr.

Pytosh under the 2020 performance-based bonus plan for CVR Energy (the “2020 CVI Plan”).

Equity-Based Incentive Awards.

The Compensation Committee believes equity-based compensation is one of the most crucial elements of its compensation program.

The amount of any particular equity award is strictly made on a subjective and individual basis after consideration of various relevant factors including the named executives’ overall compensation package, the compensation philosophies and objectives described above, the Partnership’s interest in rewarding long-term performance of its named executive officers and the ability to generate significant future value for each named executive officer if CVR Partners’ performance is outstanding and the value of CVR Partners increases for all of its unitholders.

The Compensation Committee further believes that its equity-based incentives promote long-term retention of its named executive officers.

The amount of equity awards is made after consideration of various relevant factors including the named executives’ overall compensation package, the compensation philosophies and objectives described above, the Partnership’s interest in rewarding long-term performance of, and in retaining, its named executive officers and the ability to generate greater future value if the value of CVR Partners increases for all of its unitholders.

CVR Partners established its long-term incentive plan in March 2011 (the “CVR Partners LTIP”) in connection with the completion of its initial public offering in April 2011.

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The total value of all perquisites and personal benefits provided to each of its named executive officers in 2020 was less than $10,000.

During 2019, all the named executive officers participated in the health benefits, welfare and retirement plans of CVR Energy except for Ms.

DeVelasco, who did not participate in the health benefits plan.

During 2020, all the named executive officers participated in the health benefits, welfare and retirement plans of CVR Energy.

Other Forms of Compensation.

Lamp has provisions in his employment agreements with CVR Energy that provides for severance benefits in the event a termination of his employment under certain circumstances.

Lamp has provisions in his employment agreements with CVR Energy that provide for severance benefits in the event a termination of his employment under certain circumstances.

These severance provisions are described below in “Change-in-Control and Termination Payments.” In September 2018, Messrs.

Pytosh and Bley and Mses.

Buhrig and Jackson became subject to a Change in Control Severance Plan (the “CVI Severance Plan”) which provides for severance benefits in the event of a termination of his or her employment under certain circumstances.

These severance provisions are described below in “Change-in-Control and Termination Payments.” Ms.

DeVelasco is not party to any employment agreement or severance plan.

Jackson and Buhrig became subject to a Change in Control Severance Plan (the “CVI Severance Plan”) which provides for severance benefits in the event of a termination of his or her employment under certain circumstances.

These severance provisions are described below in “Change-in-Control and Termination Payments.”

2020 Named Executive Officer Compensation - CVR Energy

The objectives, considerations and process utilized by the CVI Compensation Committee, in general, as well as in setting 2019 compensation for named executive officers of CVR Energy, as well as the structure of 2019 compensation approved by such committee, was virtually identical to the objectives, considerations, process, and structure used by the Compensation Committee.

For 2019, the CVI Compensation Committee approved:

The objectives, considerations and process utilized by the CVI Compensation Committee in general, as well as in setting 2020 compensation for named executive officers of CVR Energy was virtually identical to the objectives, considerations, process, and structure used by the Compensation Committee.

Related to 2020, the CVI Compensation Committee approved:

• 2020 Compensation Structure.

Compensation structure consistent with the compensation structure approved by the Compensation Committee including a mix of base salary, performance-based bonus compensation, and long-term incentives;

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• 2020 Base Salaries.

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Lamp, Pytosh (as to 40% of his base salary), and Bley and Mses.

Jackson, Buhrig, and DeVelasco, of $1,000,000;

Jackson and Buhrig, of $1,000,000;

and $538,125, respectively;

• 2020 Equity-Based Incentive Awards.

Incentive units in connection with the long-term incentive plan of CVR Energy (the “CVI LTIP”) effective December 2018 for Messrs.

Incentive units in connection with the long-term incentive plan of CVR Energy (the “CVI LTIP”) granted December 2019 for Messrs.

Lamp, Pytosh, and Bley and Mses.

Jackson, Buhrig, and DeVelasco of 39,652;

Jackson and Buhrig of 32,737;

and 13,422, respectively, which vest in one-third increments each December following the date of award, subject to the terms and conditions of the award agreement;

• 2020 Performance-Based Bonus Plan.

The 2019 CVI Plan, including target payouts of 150%, 135%, 60%, 120%, 120% and 60% of base salary to Messrs.

Lamp, Pytosh, and Bley and Mses.

Buhrig, Jackson, and DeVelasco, respectively, and terms and performance measures substantially similar to the performance-based bonus plan of CVI for 2018 (the “2018 CVI Plan”) and the 2019 UAN Plan except the peer group, which in the 2019 CVI Plan also included six publicly traded petroleum refining and marketing companies the CVI Compensation Committee considered to be similar to CVR Energy with respect to operations and also competitive with CVR Energy for executive talent (Andeavor, Valero Energy Corp.;

The 2020 CVI Plan, including target payouts as a percentage of base salary of 150% for Mr.

Lamp, 135% for Mr.

Pytosh, 120% for each of Mses.

Jackson and Buhrig and 60% for Mr.

Bley, contained terms and performance measures substantially similar to the performance-based bonus plan of CVI for 2019 (the “2019 CVI Plan”) and the 2020 UAN Plan subject to adjustment of Adjusted EBITDA and Adjusted EBITDA Threshold to reflect changed inventory accounting treatment.

The peer group in the 2020 CVI Plan is the same as the 2019 CVI Plan, and included six publicly traded petroleum refining and marketing companies the CVI Compensation Committee considered to be similar to CVR Energy with respect to operations and also competitive with CVR Energy for executive talent (Valero Energy Corp.;

Marathon Petroleum Corp.;

PBF Energy Inc.;

Delek US Holdings,

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Delek US Holdings, Inc.;

HollyFrontier Corp.;

Par Pacific Holdings, Inc.).

In February 2020, based on an average achievement of performance metrics under the 2019 CVI Plan of 118%, adjusted (for named executive officers other than Mr.

Lamp), based on various factors including, among others, named executive officer performance during 2019, the significant achievement of CVR Energy during 2019, and the named executive officers’ contributions to such achievements, the CVI Compensation Committee approved payouts under the 2019 CVI Plan of $1,770,000;

and $472,876 to Messrs.

Lamp and Bley and Mses.

Jackson, Buhrig and DeVelasco, respectively.

In February 2021, the CVI Compensation Committee evaluated the performance metrics contained in the 2020 CVI Plan and determined that, due to market conditions including the significant impact of the COVID-19 pandemic on the refining industry, CVR Energy did not meet the Adjusted EBITDA threshold contained in the 2020 CVI Plan.

As a result, the CVI Compensation Committee awarded no payouts to the named executive officers under the 2020 CVI Plan.

However, based on individual performance, significant achievements and related factors, the CVI Compensation Committee approved discretionary bonuses to Messrs.

Pytosh and Bley and to Mses.

Jackson and Buhrig, of $21,000, $7,700, $19,600, and $25,500, respectively.

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The following table sets forth the compensation paid to the named executive officers during the years ended December 31, 2020, 2019, and 2018.

In the case of named executive officers who are employed by CVR Energy, all compensation paid to such named executive officers is reflected in the table, not only the portion of compensation attributable to services performed for our business.

All compensation paid to such named executive officers is reflected in the table, not only the portion of compensation attributable to services performed for our business.

Name and Principal Position Year Salary

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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

Buhrig, Executive Vice President, General Counsel and Secretary 2020 $ 538,125 $ 25,500 $ 923,340 $ — $ 17,941 $ 1,504,906

2019 512,500 236,100 615,000 737,000 99,410 2,200,010

Bley, Chief Accounting Officer and Corporate Controller 2019 $ 281,190 $ 96,100 $ 169,000 $ 189,200 $ 17,044 $ 752,534

2018 230,769 125,800 1,500,039 349,000 301,934 2,507,542

DeVelasco, Vice President - Environmental, Health, Safety and Security 2019 $ 302,475 $ 271,676 $ 181,000 $ 201,200 $ 20,205 $ 976,556

Bley, Chief Accounting Officer and Corporate Controller 2020 $ 289,626 $ 7,700 $ 248,697 $ — $ 17,561 $ 563,584

2019 281,190 96,100 169,000 189,200 17,044 752,534

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(1) For 2018, amounts in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for Mses.

Jackson and Buhrig and Messrs.

Bley and Lamp were prorated for the year in which their employment commenced based on their start dates in May 2018, July 2018, April 2018 and November 2017, respectively.

(2) Amounts in this column include the discretionary bonus amount, if any, paid based on individual performance, significant achievements and related factors under the 2019 CVI Plan or the 2018 CVI Plan, as applicable, which plans contains individual performance measures for each named executive officer other than Mr.

Other payments made pursuant to these plans are included in the “Non-Equity Incentive Plan Compensation” column.

(3) Amounts in this column reflect the aggregate grant date fair value of incentive units granted to each named executive officer in connection with the CVI LTIP plus phantom units granted to Mr.

Pytosh under the CVR Partners LTIP, except that, for 2018 for Mses.

Jackson and Buhrig and Mr.

Bley were prorated for the year in which their employment commenced based on their start dates in May 2018, July 2018 and April 2018, respectively.

(2) Amounts in this column include the discretionary bonus amount, if any, paid based on individual performance, significant achievements and related factors.

(3) Amounts in this column reflect the aggregate grant date fair value, as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”), of incentive units granted to each named executive officer during the periods specified in connection with the CVI LTIP, and for Mr.

Pytosh, incentive units granted in connection with the CVI LTIP plus phantom units granted under the CVR Partners LTIP, except that, for 2018 for Mses.

Jackson and Buhrig and Mr.

Bley, this amount also includes incentive awards made in connection with their hire of $522,003, $900,017, and $175,001, respectively.

(4) Amounts in this column reflect:

(a) for 2019, amounts earned under the 2019 CVI Plan plus, for Mr.

(a) for 2020, for Mr.

Pytosh, amounts earned under the 2020 UAN Plan, which are expected to be paid in March 2021;

(b) for 2018, amounts earned under the 2018 CVI Plan plus, for Mr.

Pytosh, amounts earned under the 2018 UAN Plan, which were paid in March 2019;

and (c) for 2017, (i) for Mr.

Lamp, the value of performance units granted under the CVI LTIP in November 2017 in connection with his hire, which were paid and settled in February 2019, and (ii) for Mr.

Pytosh and Ms.

DeVelasco, amounts earned under the performance-based bonus plan of CVR Energy for 2017, plus, for Mr.

Pytosh, amounts earned under the performance-based bonus plan of CVR Partners for 2017, which were paid in 2018.

and (b) for 2019 and 2018, amounts earned under the applicable performance-based bonus plans for CVR Energy and, with respect to Mr.

Pytosh, also for the Partnership.

(5) Amounts in this column for 2020 include the following:

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Lamp, Pytosh, and Bley and Mses.

Jackson and DeVelasco, and $8,577 for Ms.

Jackson and Buhrig;

and (b) a company contribution under the CVR Energy basic life insurance program of $3,701 for Mr.

Lamp, $2,411 for Mr.

Pytosh, $1,290 for Ms.

Jackson, $841 for Ms.

Buhrig, and $461 for Mr.

Amounts in this column for 2019 include the following:

(a) a company contribution under the CVR Energy 401(k) plan of $16,800 for each of Messrs.

Lamp, Pytosh, and Bley and Ms.

Jackson, and $8,577 for Ms.

(b) a company contribution under the CVR Energy basic life insurance program of $3,564 for Messrs.

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Jackson, $540 for Ms.

Buhrig, $244 for Mr.

Bley, and $3,405 for Ms.

Buhrig, and $244 for Mr.

and (c) a company relocation contribution of $90,293 for Ms.

As described in more detail in the Compensation Discussion and Analysis, named executive officers other than Mr.

Pytosh are employed by CVR Energy and dedicated only a portion of their time to our business in 2019.

Furthermore, Mr.

Pytosh dedicated a portion of his time to CVR Energy and its subsidiaries during 2019.

Amounts in this column for 2018 include the following:

(a) a company contribution under the CVR Energy 401(k) plan of $16,500 for each of Messrs.

Lamp, and Pytosh and Ms.

$9,423 for Ms.

Buhrig and $11,106 for Mr.

(b) a company contribution under the CVR Energy basic life insurance program of $3,564 for Mr.

Lamp, $1,242 for Mr.

Pytosh, $401 for Ms.

Jackson, $228 for Ms.

Buhrig, and $141 for Mr.

and (c) $75,000, $292,282 and $107,891 in relocation expenses for Mses.

Jackson and Buhrig and Mr.

Bley, respectively, which includes moving expenses and other relocation services and payments including a related tax gross-up of $114,788 and $34,261 for Ms.

Buhrig and Mr.

Bley, respectively.

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The following table outlines 2019 compensation paid to the named executive officers who are employed by CVR Energy and was attributable to their service to our business, based on the approximate percentage of time that each of them dedicated to our business during 2019.

Name Salary Bonus Stock Awards Non-Equity Incentive

As described in more detail in the Compensation Discussion and Analysis, named executive officers, including Mr.

Pytosh, are employed by CVR Services and dedicated only a portion of their time to our business in 2020.

Pytosh dedicated a portion of his time to CVR Energy and its subsidiaries during 2020.

The following table outlines 2020 compensation paid or granted to the named executive officers who are employed by CVR Services and was attributable to their service to our business, based on the approximate percentage of time that each of them dedicated to our business during 2020, including the Stock Award and Non-Equity Incentive Compensation for Mr.

Pytosh granted to him by the Compensation Committee.

Name Salary Stock Awards (1) Non-Equity Incentive

Compensation Other

Lamp $ 100,000 $ 214,401 $ — $ 2,080

Pytosh 340,549 1,123,188 535,700 11,707

Jackson 84,683 145,362 — 3,310

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Bley 57,925 49,739 — 3,512

Develasco 45,371 4,500 27,150 30,180 3,031

The following table outlines 2019 cash compensation paid to Mr.

Pytosh for actual time he spent attributable to service to CVR Energy and its subsidiaries.

Name Salary Bonus Stock Awards Non-Equity Incentive Compensation Other

Pytosh $ 220,420 $ 457,300 $ 440,800 $ 338,600 $ 8,146

(1) Amounts in these columns reflect the attributable grant date fair value, as calculated in accordance with ASC 718, of (i) certain incentive units awarded to Messrs.

Lamp, Pytosh, and Bley and Mses.

Jackson and Buhrig by CVR Energy during 2020;

and (ii) phantom units awarded to Mr.

Pytosh under the CVR Partners LTIP during 2020.

Grants of Plan-Based Awards

The following table sets forth information concerning amounts that could have been earned by our named executive officers under the 2019 UAN Plan and the 2019 CVI Plan, as well as under or relating to the CVR Partners LTIP and the CVI LTIP, as applicable, during 2019.

The following table sets forth information concerning amounts that could have been earned by our named executive officers under the 2020 UAN Plan and the 2020 CVI Plan, as well granted under the CVR Partners LTIP and the CVI LTIP, as applicable, during 2020.

Estimated Future Payouts Under

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Incentive Units 12/9/20 — — — 15,563 $ 248,697

DeVelasco 2019 CVI Plan n/a $ 7,550 $ 181,485 $ 272,228 — —

Incentive Units 12/13/19 — — — 3,950 $ 180,985

(1) Amounts in these columns reflect amounts that could have been earned by the named executive officers under the 2020 UAN Plan (with respect to Mr.

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Lamp, Pytosh, and Bley and Mses.

Jackson, Buhrig, and DeVelasco) in respect of 2019 performance with respect to each performance measure, excluding the impact of individual discretionary performance adjustments applicable under the 2019 UAN Plan and the 2019 CVI Plan for each of the named executive officers other than Mr.

Jackson and Buhrig) in respect of 2020 performance with respect to each performance measure, excluding the impact of any individual discretionary performance adjustments.

The performance measures and related goals for 2020 are set by the Compensation Committee and the CVI Compensation Committee, as applicable, as described in the “Compensation Discussion and Analysis.”

(2) Amounts in these column reflect the number of and grant date fair value of (i) certain incentive units awarded to Messrs.

(2) Amounts in these columns reflect the number of and grant date fair value, as calculated in accordance with ASC 718, of (i) certain incentive units awarded to Messrs.

Lamp, Pytosh, and Bley and Mses.

Jackson, Buhrig, and DeVelasco by CVR Energy during 2019;

Jackson and Buhrig by CVR Energy under the CVI LTIP during 2020;

and (ii) phantom units awarded to Mr.

Pytosh under the CVR Partners LTIP during 2020.

(3) For the 2020 CVI Plan and the 2020 UAN Plan, ‘Threshold’ represents the minimum payout under the 2020 CVI Plan and the 2020 UAN Plan, as applicable, assuming CVR Energy and the Partnership, as applicable, have satisfied the Adjusted EBITDA Threshold and

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(3) For the 2019 CVI Plan and the 2019 UAN Plan, ‘Threshold’ represents the minimum payout under the 2019 CVI Plan and the 2019 UAN Plan, as applicable, assuming CVR Energy and the Partnership, as applicable, have satisfied the Adjusted Threshold EBITDA and have achieved performance under one of the EH&S measures equal to the prior year performance, resulting in payout of 50% of the 8.33% measure value, or 4.16% of total target payout.

For more information and full description of the 2019 CVI Plan and the 2019 UAN Plan, see “Compensation Discussion and Analysis.”

have achieved performance under one of the EH&S measures equal to the prior year performance, resulting in a payout of 50% of the 8.33% measure value, or 4.16% of total target payout.

For more information and full description of the 2020 CVI Plan and the 2020 UAN Plan, see “Compensation Discussion and Analysis.” However, in certain circumstances, including in the event the Adjusted EBITDA threshold is not achieved, the named executive officers may receive payout that is less than the Threshold or zero.

Employment Agreements

Employment Agreements with CVR Partners.

None of our named executive officers have an employment agreement with the Partnership, its general partner or their subsidiaries.

None of our named executive officers have an employment agreement with the Partnership, the General Partner or their subsidiaries.

Employment Agreements with CVR Energy.

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Lamp is entitled to participate in such health, insurance, retirement and other employee benefit plans and programs of CVR Energy as in effect from time to time on the same basis as other senior executives of CVR Energy.

During the term of the agreement, Mr.

Lamp is eligible to receive annually (commencing on November 1, 2017) on the anniversary of the agreement date a grant of performance units pursuant to the CVI LTIP having an aggregate value of $1.5 million, or such other form of award as may be agreed upon by Mr.

Lamp is also eligible to receive annually performance units pursuant to the CVI LTIP having an aggregate value of $1.5 million, or such other form of award as may be agreed upon by Mr.

Lamp and the CVI Compensation Committee.

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In addition, Mr.

Lamp’s employment agreement provides for certain severance payments that may be due following termination of his employment under certain circumstances, which are described below under “Change-in-Control and Termination Payments.” The description of these agreements are qualified in their entirety by the text of such agreements, each is filed as an exhibit to this Annual Report on Form 10-K.

Lamp’s employment agreement provides for certain severance payments that may be due following termination of his employment under certain circumstances, which are described below under “Change-in-Control and Termination Payments.” The description of these agreements are qualified in their entirety by the text of such agreements, each as referenced as an exhibit to this Annual Report on Form 10-K.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth information concerning outstanding equity awards granted pursuant to the CVR Partners LTIP that were held by certain of the named executive officers as of December 31, 2019, as well as outstanding incentive unit awards made by CVR Energy and for which the Partnership will share in the expense.

The following table sets forth information concerning outstanding equity awards granted pursuant to the CVR Partners LTIP that were held by certain of the named executive officers as of December 31, 2020, as well as outstanding incentive unit awards made by CVR Energy pursuant to the CVI LTIP and for which the Partnership will share in the expense.

This table also includes incentive unit awards made by CVR Energy to Mr.

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Incentive Units 12/13/19 21,824 (3) 351,366

Incentive Units 12/09/20 134,168 (3) $ 1,999,103

Pytosh Phantom Units 12/14/18 5,661 $ 113,333

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Incentive Units 12/09/20 15,563 (3) 231,889

Develasco Incentive Units 12/29/17 5,885 (3) $ 76,623

Incentive Units 12/14/18 2,943 (3) 127,962

Incentive Units 12/13/19 3,950 (3) 159,699

(1) The incentive or phantom units generally vest in one-third annual increments in December of each of the three years following the Grant Date, subject to the terms of the applicable award agreement.

(2) This column represents the number of unvested units outstanding on December 31, 2020, multiplied by:

(a) for incentive units issued on December 13, 2019, $40.43 (equal to the December 31, 2019, closing price (the “Closing Price”) of CVR Energy common stock);

(b) for incentive units issued on December 14, 2018, $43.48 (equal to the Closing Price of CVR Energy common stock plus $3.05 in accrued dividends, respectively);

(c) for incentive units issued on April 16, May 4 and July 2, 2018, $12.57, $12.06 and $12.06, respectively (equal to the fair market value of CVR Refining common units plus $2.07 in accrued distributions for the April 16, 2018 award and $1.56 in accrued distributions for the May 4 and July 2 awards);

and (d) for phantom units issued on December 29, 2017, December 14, 2018 and December 13, 2019, $3.50, $3.50 and $3.10, respectively (equal to the Closing Price of Partnership common units, plus $0.40 in accrued distributions for the 2017 and 2018 awards).

(a) for incentive units issued on December 9, 2020, $14.90 (equal to the December 31, 2020, closing price of CVR Energy common stock (the “CVI Closing Price”));

(b) for incentive units issued on December 13, 2019, $16.10 (equal to the CVI Closing Price plus $1.20 in accrued dividends);

(c) for incentive units issued on December 14, 2018, $19.15 (equal to the CVI Closing Price plus $4.25 in accrued dividends);

(d) for phantom units issued on December 9, 2020, $16.02 (equal to the December 31, 2020 closing price of Partnership common units (the “UAN Closing Price”));

(e) for phantom units issued on December 13, 2019, $16.02 (equal to the UAN Closing Price);

and (f) for phantom units issued on December 14, 2018, $20.02 (equal to the UAN Closing Price, plus $4.00 in accrued distributions which has been adjusted to reflect the Reverse Unit Split).

(3) The Partnership will share in its prorated share of the costs associated with these awards based on the percentage of time that the executive dedicates to our business during the vesting term.

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This table also includes incentive unit awards made to Mr.

Pytosh by CVR Energy that vested during 2019 and for which the Partnership did not share in the expense.

Pytosh by CVR Energy that vested during 2020.

Equity Awards

Name Number of Shares or Units Acquired on Vesting Value Realized on Vesting

Lamp 13,218 $ 597,189 (1)

Pytosh 38,674 $ 127,237 (2)

14,878 207,697 (3)

61,671 201,664 (4)

11,000 143,220 (5)

56,614 185,128 (6)

3,772 170,419 (1)

Jackson 10,229 $ 123,362 (7)

4,600 207,828 (1)

Buhrig 13,357 $ 161,085 (7)

5,287 238,867 (1)

Bley 4,023 $ 50,569 (8)

1,454 65,692 (1)

DeVelasco 7,793 $ 108,790 (3)

5,885 76,623 (5)

1,472 66,505 (1)

Name Award Type Number of Shares or Units Acquired on Vesting Value Realized on Vesting

Lamp Incentive Units 13,217 $ 261,697 (1)

Incentive Units 10,913 181,047 (2)

Pytosh Incentive Units 10,999 $ 143,207 (3)

Phantom Units 6,167 99,905 (4)(5)

Incentive Units 3,771 74,666 (1)

Phantom Units 5,662 88,780 (4)(5)

Incentive Units 3,207 53,204 (2)

Phantom Units 6,398 65,324 (6)

Jackson Incentive Units 10,229 $ 123,362 (7)

Incentive Units 4,600 91,080 (1)

Incentive Units 3,987 66,144 (2)

Buhrig Incentive Units 13,357 $ 161,085 (7)

Incentive Units 5,287 104,683 (1)

Incentive Units 4,474 74,224 (2)

Bley Incentive Units 4,023 $ 50,569 (8)

Incentive Units 1,454 28,789 (1)

Incentive Units 1,230 20,406 (2)

(1) For incentive units for Messrs.

Lamp, Pytosh, and Bley and Mses.

Jackson, Buhrig, and DeVelasco that vested during fiscal year 2019, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the agreement, and (ii) accrued distributions of $3.05 per unit.

(2) For phantom units that vested during fiscal year 2019, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Partners’ common units in accordance with the agreement, and (ii) accrued distributions of $0.42 per unit.

(3) For incentive units for Mr.

Pytosh and Ms.

DeVelasco that vested during fiscal year 2019, the amount reflected includes a per unit value equal to (i) the fair market value of CVR Refining’s common units in accordance with the agreement, and (ii) accrued distributions of $3.46.

(4) For phantom units that vested during fiscal year 2019, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Partners’ common units in accordance with the agreement, and (ii) accrued distributions of $0.40 per unit.

Jackson and Buhrig that vested during fiscal year 2020, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the agreement, and (ii) $4.25 in accrued dividends.

(2) For incentive units for Messrs.

Lamp, Pytosh, and Bley and Mses.

(3) For incentive units for Mr.

Pytosh and Ms.

Pytosh that vested during fiscal year 2020, the amount reflected includes a per unit value equal to (i) the fair market value of CVR Refining’s common units in accordance with the agreement, and (ii) accrued distributions of $2.52 per unit.

(4) For phantom units that vested during fiscal year 2020, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Partners’ common units in accordance with the agreement, and (ii) accrued distributions of $4.00 per unit.

(5) Accrued distributions have been adjusted to reflect the Reverse Unit Split.

(6) For phantom units that vested during fiscal year 2020, the amount reflected includes a per unit value equal to the average closing price of CVR Partners’ common units in accordance with the agreement.

(7) For incentive units for Mses.

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Reimbursement of Expenses of Our General Partner

Our general partner and its affiliates are reimbursed for expenses incurred on our behalf under the Services Agreement.

See “Certain Relationships and Related Transactions, and Director Independence - Agreements with CVR Energy and CVR Refining - Services Agreement” for a description of our Services Agreement.

These expenses include the costs of employee,

Our General Partner and its affiliates are reimbursed for expenses incurred on our behalf under the Corporate MSA.

See “Certain Relationships and Related Transactions, and Director Independence - Agreements with CVR Energy and its Subsidiaries”.

These expenses include the costs of employee, officer and director compensation and benefits properly allocable to us, and all other expenses necessary or appropriate to the conduct of our business and allocable to us.

These expenses also include costs incurred by CVR Energy or its affiliates in rendering corporate staff and support services to us pursuant to the Corporate MSA, including a pro-rata portion of the compensation of CVR Energy’s executive officers who provide

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officer and director compensation and benefits properly allocable to us, and all other expenses necessary or appropriate to the conduct of our business and allocable to us.

These expenses also include costs incurred by CVR Energy or its affiliates in rendering corporate staff and support services to us pursuant to the Services Agreement, including a pro-rata portion of the compensation of CVR Energy’s executive officers who provide management services to us based on the amount of time such executive officers devote to our business.

For the year ended December 31, 2019, the total amount paid to our general partner and its affiliates (including amounts paid to CVR Energy pursuant to the Services Agreement) was approximately $22.4 million.

Our partnership agreement provides that our general partner determines which of its affiliates’ expenses are allocable to us and the Services Agreement provides that CVR Energy invoice us monthly for services provided thereunder.

Our general partner may dispute the costs that CVR Energy charges us under the Services Agreement, but we are not entitled to a refund of any disputed cost unless it is determined not to be a reasonable cost incurred by CVR Energy in connection with services it provided.

management services to us based on the amount of time such executive officers devote to our business.

For the year ended December 31, 2020, the total amount paid to our general partner and its affiliates (including amounts paid to CVR Energy pursuant to the Corporate MSA) was approximately $12.6 million.

Our partnership agreement provides that our general partner determines which of its affiliates’ expenses are allocable to us and the Corporate MSA provides that CVR Energy invoice us monthly for services provided thereunder.

Our General Partner may dispute the costs that CVR Energy charges us under the Corporate MSA, but we are not entitled to a refund of any disputed cost unless it is determined not to be a reasonable cost incurred by CVR Energy in connection with services it provided.

Change-in-Control and Termination Payments

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Lamp’s employment is terminated either by CVR Energy without cause or by Mr.

Lamp for good reason (as these terms are defined in his employment agreement) one year following a change in control (as defined in his employment agreement) or in specified circumstances prior to and in connection with a change in control, Mr.

Lamp for good reason (as these terms are defined in his employment agreement) within the one year following a change in control (as defined in his employment agreement) or in specified circumstances prior to and in connection with a change in control, Mr.

Lamp will receive the Incentive Payment within 30 days following the consummation of the change in control.

Lamp does not receive any payments or benefits in the event of retirement.

Lamp does not receive any payments or benefits in the event of retirement other than benefits accrued prior to such termination.

As a condition to receiving these severance payments and benefits, Mr.

Lamp must execute, deliver and not revoke a general release of claims and abide by restrictive covenants relating to non-solicitation and non-competition during Mr.

Lamp’s employment term, and thereafter during the period he receives severance payments or supplemental disability payments, as applicable, or for six months following the end of the term (if no severance or disability payments are payable), as well as a perpetual restrictive covenant relating to non-disclosure and non-disparagement and covenants.

If any payments or distributions due to Mr.

Lamp under his employment agreement would be subject to the excise tax imposed under Section 4999 of the Code, then such payments or distributions will be “cut back” only if that reduction would be more beneficial to him on an after-tax basis than if there was no reduction.

Under the performance units granted to Mr.

Lamp under the CVI LTIP in November 2017 (which award has a performance period ending December 31, 2018 and a target payout of $1.5 million), Mr.

Lamp is entitled to payout of such award in the event of his termination by reason of his death or disability, or by CVR Energy other than for cause, or, in the event of his resignation for good reason (as such terms are defined in the performance unit agreement.

Other Named Executive Officers.

Jackson, Buhrig and DeVelasco and Messrs.

Jackson and Buhrig and Messrs.

Pytosh, and Bley do not have employment agreements.

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The amounts of potential post-employment payments and benefits in the table below assume that the triggering event took place on December 31, 2020.

Pursuant to the Services Agreement that we entered into with CVR Energy, we are responsible for the payment of our proportionate share of (the “CVI Severance Plan”) and other benefits costs following the termination of employment of the executive officers that are employed by CVR Energy.

Pursuant to the Corporate MSA, we are responsible for the payment of our proportionate share of the “CVI Severance Plan” and other benefits costs following the termination of employment of the named executive officers that are employed by CVR Services.

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9 unchanged sentences

(2) Severance payments and benefits in the event of termination without cause or resignation for good reason in connection with a change in control.

Lamp, payments upon (a) death, disability, or termination without cause or with good reason not in connection with a change in control include:

(i) base salary payable for six months under his employment agreement, plus (ii) a pro-rata bonus under his employment agreement, and (b) termination without cause or with good reason in connection with a change in control includes payout of the incentive payment set forth under his employment agreement.

(4) Payments in the termination without cause or with good reason column include, under the CVI Severance Plan, a lump sum of twelve months’ base pay plus the average of the preceding three years’ annual bonus (or target in the event of no bonus history).

Certain of our named executive officers have received incentive unit awards under the CVR LTIP, as well as phantom unit awards under the CVR Partners LTIP, each of which generally represents the right to receive, upon vesting, a cash payment equal to (i) the number of units times the average closing price of a common share of CVR Energy, a common unit of Partnership or the fair market value of a common unit of CVR Refining, as applicable, for the ten trading days preceding vesting, plus (ii) the per unit cash value of all dividends declared and paid by CVR Energy or distributions declared and paid by the Partnership or CVR Refining, as applicable, from the grant date to and including the vesting date.

Lamp, payments upon (a) death, disability, or termination without cause or resignation for good reason not in connection with a change in control include:

(i) base salary payable for six months under his employment agreement, plus (ii) a pro-rata bonus under the applicable bonus plan based on actual achievement, plus (iii) Accrued Amounts (as defined in his employment agreement), and (b) termination without cause or resignation for good reason in connection with a change in control includes payout of the incentive payment set forth under his employment agreement.

(4) For all named executive officers other than Mr.

Lamp, payments in the termination without cause or with good reason column include, under the CVI Severance Plan, a lump sum of twelve months’ base pay plus the average of the preceding three years’ annual bonus (or current target in the absence of three-year bonus history).

Certain of our named executive officers have received incentive unit awards under the CVI LTIP, as well as phantom unit awards under the CVR Partners LTIP, each of which generally represents the right to receive, upon vesting, a cash payment equal to (i) the number of units times the average closing price of a common share of CVR Energy or a common unit of Partnership for the ten trading days preceding vesting, plus (ii) the per unit cash value of all dividends declared and paid by CVR Energy or distributions declared and paid by the Partnership, as applicable, from the grant date to and including the vesting date.

These awards generally provide for acceleration upon certain termination events, as follows:

• For phantom units of the Partnership issued to Mr.

Pytosh, if Mr.

Pytosh (a) is terminated other than for cause, or (b) is terminated due to death or disability, then the portion of the award scheduled to vest in the year in which such event occurs becomes immediately vested and the remaining portion is forfeited.

Pytosh is terminated other than for cause or resigns for good reason in connection with a change in control all unvested awards accelerate.

• For incentive units of CVR Energy granted to named executive officers, if the incentive units are cancelled under its LTIP plan or if such named executive officer (a) is terminated other than for cause or (b) is terminated due to death or disability, then the portion of the award scheduled to vest in the year in which such event occurs becomes immediately vested and the remaining portion is forfeited.

• If the incentive units or phantom units, as applicable, are cancelled or if such named executive officer (a) is terminated other than for cause or (b) is terminated due to death or disability, then the portion of the award scheduled to vest in the year in which such event occurs becomes immediately vested and the remaining portion is forfeited.

If such named executive officer is terminated other than for cause or resigns for good reason in connection with a change in control all unvested awards accelerate.

The following table reflects the value of accelerated vesting of the unvested incentive units and phantom units, as applicable, held by the named executive officers assuming the triggering event took place on December 31, 2020.

For the purposes of the incentive units awarded prior to December 2018, the value is based on the 20-day average fair market value price of CVR Refining common units for the 20 trading days preceding December 31, 2019, or $10.50 per unit.

For the purposes of phantom units awarded, the value is based on the 20-day average closing price for the Partnership common units for the 20 trading days preceding December 31, 2020, or $13.80 per unit.

For the purposes of the incentive units awarded in December 2020, the value is based on the 20-day average closing price for the CVR Energy common stock for the 20-trading days preceding December 31, 2020, or $15.19 per share.

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Value of Accelerated Vesting of Restricted Stock Unit and Incentive Unit Awards

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Bley — — — — 304,955

DeVelasco — — — — —

(1) Termination without cause or resignation for good reason not in connection with a change in control.

(2) Termination without cause or resignation for good reason in connection with a change in control.

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For 2020, we conducted separate comparisons of the median employee’s total annual compensation to the total annual compensation of each of our Principal Executive Officers (“PEOs”):

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To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our PEOs, we used the following methodology and made the following material assumptions, adjustments, and estimates:

(1) We determined that, as of December 31, 2019, the employee population of the Partnership and its consolidated subsidiaries consisted of 286 individuals.

(1) We determined that, as of December 31, 2020, the employee population of the Partnership and its consolidated subsidiaries consisted of 314 individuals, not including Messrs.

Pytosh and Lamp which are employed by CVR Services.

(2) To identify the “median employee” from the employee population, we compared the amount of annual total compensation of such employees for 2020 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which consisted of salary, bonus, non-equity incentive plan compensation and other compensation.

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Directors of our General Partner who are not officers, employees, or directors of CVR Energy or its affiliates receive compensation for their services.

This compensation is designed to attract and retain nationally recognized, highly qualified

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directors to lead the Partnership and to be demonstrably fair to both the Partnership and such directors, taking into consideration, among other things, the time commitments required for service on the Board and its committees.

This compensation is designed to attract and retain nationally recognized, highly qualified directors to lead the Partnership and to be demonstrably fair to both the Partnership and such directors, taking into consideration, among other things, the time commitments required for service on the Board and its committees.

In December 2019, the Board considered these goals and the compensation paid to such directors for 2019, and upon recommendation of the Compensation Committee, elected to keep such compensation for 2020 the same as 2019.

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Each member of the Committee is eligible to receive an additional $1,500 per meeting for all meetings in excess of the following threshold:

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Board/Committee Meeting Threshold Per Year

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EH&S Committee 6

The following table sets forth the compensation earned by or paid to each independent director of our general partner for the year ended December 31, 2019.

The following table sets forth the compensation earned by or paid to each independent director of our General Partner who are not officers, employees, or directors of CVR Energy or its affiliates for the year ended December 31, 2020.

Name Fees Earned or Paid in Cash (1) Unit Awards Total Compensation

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Shea 52,832 — 52,832

(1) Amounts reflected in this column include annual retainer fees and additional fees for service as committee members, including the chair positions during 2019.

(1) Amounts reflected in this column include annual retainer fees, additional fees for service as committee members, including the chair positions, and reimbursements for out-of -pocket expenses during 2020.

Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

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Name of Beneficial Owner Number Percent

CVR GP, LLC (1) — —

Coffeyville Resources, LLC (2) 38,920,000 34.4 %

CVR Services, LLC (2) 3,892,000 36.4 %

Goldman Sachs Group, Inc.

(3) 1,064,951 9.6 %

Raging Capital Management, LLC (4) 9,175,012 8.1 %

Barclays Bank Plc (4) 910,460 8.2 %

Pytosh 75,932 *

DeVelasco — —

CVR GP, LLC (5) — —

Ecton 1,250 *

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Andrew Langham — —

Pytosh 20,593 *

All directors and executive officers of our general partner as a group (11 persons) (6) 25,414 *

* Less than 1%

(1) CVR GP, LLC, a wholly-owned subsidiary of CRLLC, is our general partner and manages and operates CVR Partners and has a non-economic general partner interest with an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479.

(2) CRLLC is an indirect wholly-owned subsidiary of CVR Energy, with an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479.

CVR Energy may be deemed to have direct beneficial ownership of the common units held by CRLLC by virtue of its control of CRLLC.

(1) Numbers in this column reflect common unit ownership following the Partnership’s November 23, 2020 reverse unit split of the issued and outstanding common units representing limited partner interests in the Partnership, whereby each 10 outstanding common units were combined, converted, and changed into one common unit.

(2) CVR Services is an indirect wholly-owned subsidiary of CVR Energy, with an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479.

CVR Energy may be deemed to have direct beneficial ownership of the common units held by CVR Services by virtue of its control of CVR Services.

The directors of CVR Energy are Patricia A.

Agnello, Bob.

Alexander, SungHwan Cho, Jonathan Frates, Hunter C.

Agnello, SungHwan Cho, Jaffrey A.

Firestone, Jonathan Frates, Hunter C.

Gary, David L.

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has shared voting power with respect to 1,064,951 units and shared dispositive power of 1,064,951 units.

(4) Beneficial ownership information is based on a Schedule 13G/A filed with the SEC on February 14, 2020 by Raging Capital Management, LLC with an address of P.O.

Box 228, Rocky Hill, New Jersey 08553.

Raging Capital has shared voting power with respect to 9,175,012 units and shared dispositive power with respect to 9,175,012 units.

(5) Beneficial ownership information is based on a Schedule 13F-HR filed with the SEC on February 10, 2020 by Barclays Plc with an address of 1 Churchill Place, Canary Wharf, London, X0 E14 5HP.

Barclays Plc has sole voting power with respect to 7,025,252 units.

(4) Beneficial ownership information is based on a Schedule 13G filed with the SEC on February 11, 2021 by Barclays Plc with an address of 1 Churchill Place, London, X0 E14 5HP.

Barclays Bank Plc has sole voting power with respect to 910,460 units and sole dispositive power with respect to 910,460 units.

(5) CVR GP, LLC, a wholly-owned subsidiary of CVR Services, is our general partner and manages and operates CVR Partners and has a non-economic general partner interest with an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479.

(6) The number of common units owned by all of the directors and executive officers of our general partner, as a group, reflects the sum of (i) the 20,593 common units owned by Mr.

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Ecton, (iii) the 3,512 common units owned by Mr.

Muller, and (iv) the 586 owned by Mr.

Muller, and (iv) the 59 common units owned by Mr.

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Certain Relationships and Related Transactions, and Director Independence

CRLLC owns (i) 38,920,000 common units, representing approximately 34% of our outstanding units, and (ii) our general partner with its non-economic general partner interest (which does not entitle it to receive distributions).

Agreements with CVR Energy and Its Subsidiaries

CVR Partners and its subsidiaries are party to, or otherwise subject to certain agreements with CVR Energy and its subsidiaries, including CRRM, that govern the business relations among each party.

The Partnership is party to a Limited Partnership Agreement, Services Agreement, GP Services Agreement, a Trademark Agreement, and the Omnibus Agreement, some of which have been replaced by the Corporate MSA.

Our Coffeyville Facility is party to a Coke Supply Agreement, Feedstock and Shared Services Agreement, Hydrogen Purchase and Sale Agreement, Water and Facilities Sharing Agreement, Easement Agreement, Terminal and Operating Agreement, Lease Agreement, and the Environmental Agreement, several of which have been replaced by the Coffeyville MSA.

CVR Services owns (i) 3,892,000 common units, representing approximately 36% of our outstanding units, and (ii) our general partner with its non-economic general partner interest (which does not entitle it to receive distributions).

Agreements with CVR Services and Its Subsidiaries

CVR GP and the Partnership and its subsidiaries are party to, or otherwise subject to certain agreements with CVR Services and its subsidiaries, including CRRM, that govern the business relations among each party.

The Partnership is party to the Limited Partnership Agreement, the Corporate MSA, and the Omnibus Agreement.

Our Coffeyville Facility is party to the Coffeyville MSA, the Terminal and Operating Agreement, and the Environmental Agreement.

Further, some of these agreements were not the result of arm’s-length negotiations and the terms of these agreements are not necessarily at least as favorable to the parties to these agreements as terms which could have been obtained from unaffiliated third parties.

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Conflicts of Interest

Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its affiliates (including IEP, CRLLC, CVR Energy, and CVR Refining), on the one hand, and us and our public unitholders, on the other hand.

Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its affiliates (including IEP, CVR Services, CVR Energy, and CVR Refining), on the one hand, and us and our public unitholders, on the other hand.

Conflicts may arise as a result of (i) the overlap of directors and officers between our general partner and CVR Energy, which may result in conflicting obligations by these officers and directors, and (ii) duties of our general partner to act for the benefit of CVR Energy and its stockholders, which may conflict with our interests and the interests of our public unitholders.

The directors and officers of our general partner have fiduciary duties to manage our general partner in a manner beneficial to CRLLC, its owner, and the stockholders of CVR Energy, its indirect parent.

The directors and officers of our general partner have fiduciary duties to manage our general partner in a manner beneficial to CVR Services, its owner, and the stockholders of CVR Energy, its indirect parent.

At the same time, our general partner has a contractual duty under our partnership agreement to manage us in a manner that is in our best interests.

Whenever a conflict arises between our general partner, on the one hand, and CRNF or any other public unitholder, on the other, our general partner will resolve that conflict.

Whenever a conflict arises between our general partner, on the one hand, and CVR Services or any other public unitholder, on the other, our general partner will resolve that conflict.

Our partnership agreement contains provisions that replace default fiduciary duties with contractual corporate governance standards as set forth therein.

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At the discretion of the Board, a proposed related party transaction may generally be reviewed by the Board in its entirety or by a “conflicts committee” meeting the definitional requirements for such a committee under our partnership agreement.

After appropriate review, the Board or the Conflicts Committee may approve or ratify a related party transaction if such transaction is consistent with the Related Party Transaction Policy and is on terms that, taken as a whole, are no less favorable to us than could be obtained in an arm’s-length transaction with an unrelated third-party, unless the Board or the Conflicts Committee otherwise determines that the transaction is not in our best interests.

Related party transactions involving

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favorable to us than could be obtained in an arm’s-length transaction with an unrelated third-party, unless the Board or the Conflicts Committee otherwise determines that the transaction is not in our best interests.

Related party transactions involving compensation will be approved by the Board in its entirety or by the Compensation Committee of the Board in lieu of the Conflicts Committee.

On October 18, 2019, the audit committee of CVR Energy and the Conflicts Committee of the Board each agreed to authorize the exchange of certain parcels of property owned by a subsidiary of CVR Energy with an equal number of parcels owned by a subsidiary of CVR Partners, all located in Coffeyville, Kansas (the “Property Exchange”).

compensation will be approved by the Board in its entirety or by the Compensation Committee of the Board in lieu of the Conflicts Committee.

On October 18, 2019, the Conflicts Committee of the Board and on October 22, 2019, the audit committee of CVR Energy, each agreed to authorize the exchange of certain parcels of property owned by a subsidiary of CVR Energy with an equal number of parcels owned by a subsidiary of CVR Partners, all located in Coffeyville, Kansas (the “Property Exchange”).

On February 19, 2020, a subsidiary of CVR Energy and a subsidiary of CVR Partners executed the Property Exchange agreement effectuating the same.

This Property Exchange will enable each such subsidiary to create a more usable, contiguous parcel of land near its own operating footprint.

CVR Energy and the Partnership accounted for this transaction in accordance with the ASC 805-50 guidance on transferring assets between entities under common control.

CVR Energy and the Partnership accounted for this transaction in accordance with the Topic 805-50 guidance on transferring assets between entities under common control.

This transaction had a net impact to the Partnership’s partners’ capital of approximately $0.1 million.

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The NYSE does not require a listed publicly traded partnership, such as ours, to have a majority of independent directors on the Board of our general partner.

The Board consists of eight directors, three of whom the Board has affirmatively determined are independent in accordance with the rules of the New York Stock Exchange.

The Board consists of eight directors, three of whom the Board has affirmatively determined are independent in accordance with the rules of the NYSE.

For a discussion of the independence of the Board, please see Part III, Item 10.

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1 referenced in Exhibit 3.4 above) (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed on April 26, 2018).

4.1* Description of Common Units.

4.1** Description of Common Units (incorporated by reference to Exhibit 4.1 of the Form 10-K filed on February 20, 2020).

4.2** Specimen certificate for the common units (incorporated by reference to Appendix A to the Prospectus contained within the Form S-1/A filed on March 17, 2011).

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4.6** Form of 9.250% Senior Secured Note due 2023 (included within the Indenture filed as Exhibit 4.4 and incorporated by reference to Exhibit 4.1 of the Form 8-K filed on June 16, 2016).

4.7** Indenture, dated as April 12, 2013, among Rentech Nitrogen Partners, L.P., Rentech Nitrogen Finance Corporation, the guarantors named therein, Wells Fargo Bank, National Association, as Trustee, and Wilmington Trust, National Association, as Collateral Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Rentech Nitrogen Partners, L.P.

on April 16, 2013 (Commission File No.

4.8** Forms of 6.5% Second Lien Senior Secured Notes due 2021 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Rentech Nitrogen Partners, L.P.

on April 16, 2013 (Commission File No.

4.9** First Supplemental Indenture, dated as of June 10, 2016, among CVR Nitrogen, LP, CVR Nitrogen Finance Corporation, the guarantors party thereto, Wells Fargo Bank, National Association, as Trustee, and Wilmington Trust, National Association, as Collateral Trustee (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on June 16, 2016).

10.1** Coke Supply Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.5 of the Form 10-Q filed by CVR Energy, Inc.

on December 6, 2007 (Commission File No.

10.2** Amended and Restated Cross-Easement Agreement, dated as of April 13, 2011, among Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.5 to the Form 8-K/A filed by CVR Energy, Inc.

on May 23, 2011 (Commission File No.

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10.3** Environmental Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.7 of the Form 10-Q filed by CVR Energy, Inc.

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on August 14, 2008 (Commission File No.

10.4** Second Amended and Restated Feedstock and Shared Services Agreement, dated as of January 1, 2017, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on April 27, 2017).

10.4.1** Amendment to the Second Amended and Restated Feedstock and Shared Services Agreement, dated as of November 1, 2017, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.2.2 to the Form 10-K filed on February 22, 2018).

10.5** Raw Water and Facilities Sharing Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.9 of the Form 10-Q filed by CVR Energy, Inc.

on December 6, 2007 (Commission File No.

10.6** Third Amended and Restated Services Agreement, dated as of January 1, 2017, among CVR Partners, LP, CVR GP, LLC and CVR Energy, Inc.

(incorporated by reference to Exhibit 10.3 of the Form 10-Q filed on April 27, 2017).

10.7** Amended and Restated Omnibus Agreement, dated as of April 13, 2011, among CVR Energy, Inc., CVR GP, LLC and CVR Partners, LP (incorporated by reference to Exhibit 10.2 of the Form 8-K/A filed by CVR Energy, Inc.

2 unchanged sentences

on May 23, 2011 (Commission File No.

10.9** Trademark License Agreement, dated as of April 13, 2011, by and between CVR Energy, Inc.

and CVR Partners, LP (incorporated by reference to Exhibit 10.9 to the Form 8-K/A filed by CVR Energy, Inc.

on May 23, 2011 (Commission File No.

10.10** GP Services Agreement, dated as of November 29, 2011, among CVR Partners, LP, CVR GP, LLC and CVR Energy, Inc.

(incorporated by reference to Exhibit 10.22 of the Form 10-K filed on February 24, 2012).

10.10.1** Amendment to GP Services Agreement, dated as of June 27, 2014, among CVR Partners, LP, CVR GP, LLC and CVR Energy, Inc.

(incorporated by reference to Exhibit 10.3 of the Form 10-Q filed on August 1, 2014).

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10.11** Lease and Operating Agreement, dated as of May 4, 2012, by and between Coffeyville Resources Terminal, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.2 of the Form 10-Q filed on August 2, 2012).

10.12** Hydrogen Purchase and Sale Agreement, dated as of January 1, 2017, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on April 27, 2017).

10.13* Master Service Agreement among Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LL, dated February 19, 2020.

10.14* Master Service Agreement among CVR Services, LLC and subsidiaries of CVR Energy, dated February 19, 2020.

10.13** Master Service Agreement among Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LL C , dated February 19, 2020 (incorporated by reference to Exhibit 10.13 o f the Form 10-K filed on February 20, 2020).

10.14** Master Service Agreement among CVR Services, LLC and subsidiaries of CVR Energy, dated February 19, 2020 (incorporated by reference to Exhibit 10.14 of the Form 10-K filed on February 20, 2020).

10.15**+ CVR Partners, LP Long-Term Incentive Plan (adopted March 16, 2011) (incorporated by reference to Exhibit 10.1 to the Form S-8 filed on April 12, 2011).

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10.15.1**+ Form of Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.17.5 of the Form 10-K filed on February 20, 2015).

10.15.2*+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive).

10.15.3*+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement.

10.15.2**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive) (incorporated by reference to Exhibit 10.15.2 of the Form 10-K filed on February 20, 2020).

10.15.3**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.15.3 of the Form 10-K filed on February 20, 2020).

10.16**+ Employment Agreement, dated as of November 1, 2017, by and between CVR Energy, Inc.

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10.25**+ CVR Partners, LP 2019 Performance-Based Bonus Plan, approved March 19, 2019 (incorporated by reference to Exhibit 10.2 of the Form 10-Q filed on April 25, 2019).

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10.26**+ CVR Partners, LP 2020 Performance-Based Bonus Plan, approved February 19, 2020 (incorporated by reference to Exhibit 10.26 of the Form 10-K filed on February 20, 2020).

10.27*+ CVR Partners, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021 .

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31.4* Rule 13a-14(a) or 15(d)-14(a) Certification of Chief Accounting Officer and Corporate Controller.

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32.1† Section 1350 Certification of Executive Chairman, President and Chief Executive Officer, Executive Vice President and Chief Financial Officer and Chief Accounting Officer and Corporate Controller.

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SHEA Director February 23, 2021

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures